Book-Entry and Definitive Certificates. (a) Except for one Certificate of each series that may be issued in a denomination of less than $1,000, the Certificates of any series may be issued in the form of one or more typewritten Certificates representing the Book-Entry Certificates of such series, to be delivered to The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Company. In such case, the Certificates of such series delivered to The Depository Trust Company shall initially be registered on the Register in the name of CEDE & Co., the nominee of the initial Clearing Agency, and no Certificate Owner will receive a definitive certificate representing such Certificate Owner's interest in the Certificates of such series, except as provided above and in Subsection (d) below. As to the Certificates of any series, except with respect to the one Certificate of such series that may be issued in a denomination of less than $1,000, unless and until definitive, fully registered Certificates (the "Definitive Certificates") have been issued pursuant to Subsection (d) below: (i) the provisions of this Section 3.09 shall be in full force and effect; (ii) the Company, the Paying Agent, the Registrar and the Trustee may deal with the Clearing Agency Participants for all purposes (including the making of distributions on the Certificates) as the authorized representatives of the Certificate Owners; (iii) to the extent that the provisions of this Section 3.09 conflict with any other provisions of this Agreement (other than the provisions of any Trust Supplement amending this Section 3.09 as permitted by this Basic Agreement), the provisions of this Section 3.09 shall control; (iv) the rights of Certificate Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency Participants; and until Definitive Certificates are issued pursuant to Subsection (d) below, the Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest and premium, if any, on the Certificates to such Clearing Agency Participants; and (v) whenever this Agreement requires or permits actions to be taken based upon instructions or directions of Certificateholders of such series holding Certificates of such series evidencing a specified percentage of the Fractional Undivided Interests in the related Trust, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Certificate Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in Certificates of such series and has delivered such instructions to the Trustee. The Trustee shall have no obligation to determine whether the Clearing Agency has in fact received any such instructions. (b) Except with respect to the one Certificate of each series that may be issued in a denomination of less than $1,000, whenever notice or other communication to the Certificateholders of such series is required under this Agreement, unless and until Definitive Certificates shall have been issued pursuant to Subsection (d) below, the Trustee shall give all such notices and communications specified herein to be given to Certificateholders of such series to the Clearing Agency. (c) Unless and until Definitive Certificates of a series are issued pursuant to Subsection (d) below, on the Record Date prior to each applicable Regular Distribution Date and Special Distribution Date, the Trustee will request from the Clearing Agency a Securities Position Listing setting forth the names of all Clearing Agency Participants reflected on the Clearing Agency's books as holding interests in the Certificates on such Record Date. (d) If with respect to the Certificates of any series (i) the Company advises the Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities and the Trustee or the Company is unable to locate a qualified successor, (ii) the Company at its option, advises the Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or (iii) after the occurrence of an Event of Default, Certificate Owners of Book-Entry Certificates of such series evidencing Fractional Undivided Interests aggregating not less than a majority in interest in the related Trust, by Act of said Certificate Owners delivered to the Company and the Trustee, advise the Company, the Trustee and the Clearing Agency through the Clearing Agency Participants in writing that the continuation of a book-entry system through the Clearing Agency Participants is no longer in the best interests of the Certificate Owners of such series, then the Trustee shall notify all Certificate Owners of such series, through the Clearing Agency, of the occurrence of any such event and of the availability of Definitive Certificates. Upon surrender to the Trustee of all the Certificates of such series held by the Clearing Agency, accompanied by registration instructions from the Clearing Agency Participants for registration of Definitive Certificates in the names of Certificate Owners of such series, the Trustee shall issue and deliver the Definitive Certificates of such series in accordance with the instructions of the Clearing Agency. Neither the Company, the Registrar, the Paying Agent nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such registration instructions. Upon the issuance of Definitive Certificates of such series, the Trustee shall recognize the Person in whose name the Definitive Certificates are registered in the Register as Certificateholders hereunder. Neither the Company nor the Trustee shall be liable if the Trustee or the Company is unable to locate a qualified successor Clearing Agency. (e) Except as otherwise provided in the related Trust Supplement, the Trustee shall enter into the applicable Letter of Representations with respect to such series of Certificates and fulfill its responsibilities thereunder. (f) The provisions of this Section 3.09 may be made inapplicable to any series or may be amended with respect to any series in the related Trust Supplement.
Appears in 8 contracts
Samples: Pass Through Trust Agreement (Northwest Airlines Corp), Pass Through Trust Agreement (Northwest Airlines Holdings Corp/Pred), Pass Through Trust Agreement (Northwest Airlines Corp)
Book-Entry and Definitive Certificates. (a) Except for one Certificate of each series that may be issued in a denomination of less than $1,000, the The Certificates of any series may be issued in the form of one or more typewritten Certificates representing the Book-Entry Certificates of such series, to be delivered to The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Company. In such case, the Certificates of such series delivered to The Depository Trust Company shall initially be registered on the Register in the name of CEDE & Co., the nominee of the initial Clearing Agency, and no Certificate Owner will receive a definitive certificate representing such Certificate Owner's ’s interest in the Certificates of such series, except as provided above and in Subsection (d) below. As to the Certificates of any series, except with respect to the one Certificate of such series that may be issued in a denomination of less than $1,000, unless and until definitive, fully registered Certificates (the "“Definitive Certificates"”) have been issued pursuant to Subsection (d) below:
(i) the provisions of this Section 3.09 3.05 shall be in full force and effect;
(ii) the Company, the Paying Agent, the Registrar and the Trustee may deal with the Clearing Agency Participants for all purposes (including the making of distributions on the Certificates) as the authorized representatives of the Certificate Owners;
(iii) to the extent that the provisions of this Section 3.09 3.05 conflict with any other provisions of this Agreement (other than the provisions of any Trust Supplement expressly amending this Section 3.09 3.05 as permitted by this Basic Agreement), the provisions of this Section 3.09 3.05 shall control;
(iv) the rights of Certificate Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency Participants; and until Definitive Certificates are issued pursuant to Subsection (d) below, the Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and principal, interest and premium, if any, on the Certificates to such Clearing Agency Participants; and
(v) whenever this Agreement requires or permits actions to be taken based upon instructions or directions of Certificateholders of such series holding Certificates of such series evidencing a specified percentage of the Fractional Undivided Interests in the related Trust, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Certificate Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in Certificates of such series and has delivered such instructions to the Trustee. The Trustee shall have no obligation to determine whether the Clearing Agency has in fact received any such instructions.
(b) Except with respect to the one Certificate of each series that may be issued in a denomination of less than $1,000, whenever Whenever notice or other communication to the Certificateholders of such series is required under this Agreement, unless and until Definitive Certificates shall have been issued pursuant to Subsection (d) below, the Trustee shall give all such notices and communications specified herein to be given to Certificateholders of such series to the Clearing Agency.
(c) Unless and until Definitive Certificates of a series are issued pursuant to Subsection (d) below, on the Record Date prior to each applicable Regular Distribution Date and Special Distribution Date, Date the Trustee will request from the Clearing Agency a Securities Position Listing securities position listing setting forth the names of all Clearing Agency Participants reflected on the Clearing Agency's ’s books as holding interests in the Certificates on such Record Date.
(d) If with respect to the Certificates of any series (i) the Company advises the Trustee in writing that the Clearing Agency is no longer willing or able to discharge properly discharge its responsibilities and the Trustee or the Company is unable to locate a qualified successor, (ii) the Company Company, at its option, advises the Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or (iii) after the occurrence of an Event of Default, Certificate Owners of Book-Entry Certificates of such series evidencing Fractional Undivided Interests aggregating not less than a majority in interest in the related Trust, by Act of said such Certificate Owners delivered to the Company and the Trustee, advise the Company, the Trustee and the Clearing Agency through the Clearing Agency Participants in writing that the continuation of a book-entry system through the Clearing Agency Participants is no longer in the best interests of the Certificate Owners of such series, then the Trustee shall notify all Certificate Owners of such series, through the Clearing Agency, of the occurrence of any such event and of the availability of Definitive Certificates. Upon surrender to the Trustee of all the Certificates of such series held by the Clearing Agency, accompanied by registration instructions from the Clearing Agency Participants for registration of Definitive Certificates in the names of Certificate Owners of such series, the Trustee shall issue and deliver the Definitive Certificates of such series in accordance with the instructions of the Clearing Agency. Neither the Company, the Registrar, the Paying Agent nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such registration instructions. Upon the issuance of Definitive Certificates of such series, the Trustee shall recognize the Person in whose name the Definitive Certificates are registered in the Register as Certificateholders hereunder. Neither the Company nor the Trustee shall be liable if the Trustee or the Company is unable to locate a qualified successor Clearing Agency.
(e) Except as otherwise provided in the related Trust Supplement, the Trustee shall enter into the applicable Letter of Representations with respect to such series of Certificates and fulfill its responsibilities thereunder.
(f) The provisions of this Section 3.09 3.05 may be made inapplicable to any series or may be amended with respect to any series in the related Trust Supplement.
Appears in 4 contracts
Samples: Pass Through Trust Agreement, Pass Through Trust Agreement (Spirit Airlines, Inc.), Pass Through Trust Agreement (Spirit Airlines, Inc.)
Book-Entry and Definitive Certificates. (a) Except for one Certificate of each series that may be issued in a denomination of less other than an even multiple of $1,000, the Certificates of any series may be issued at the option of the Company in the form of one or more typewritten Certificates representing the Book-Entry Certificates of such series, to be delivered to The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Company. In such case, the Certificates of such series delivered to The Depository Trust Company shall initially be registered on the Register in the name of CEDE Cede & Co., the nominee of the initial Clearing Agency, and no Certificate Owner will receive a definitive certificate representing such Certificate Owner's ’s interest in the Certificates of such series, except as provided above and in Subsection (d) below. As to the Certificates of any series, except with respect to such series (other than the one Certificate of or such series that may be issued in a denomination of less other than an even multiple of $1,000), unless and until definitive, fully registered Certificates (the "“Definitive Certificates"”) have been issued pursuant to Subsection (d) below:
(i1) the provisions of this Section 3.09 3.05 shall be in full force and effect;
(ii2) the Company, the Paying Agent, the Registrar and the Trustee may deal with the Clearing Agency Participants for all purposes (including the making of distributions on the Certificates) as the authorized representatives of the Certificate Owners);
(iii3) to the extent that the provisions of this Section 3.09 3.05 conflict with any other provisions of this Agreement (other than the provisions of any Trust Supplement expressly amending this Section 3.09 3.05 as permitted by this Basic Agreement), the provisions of this Section 3.09 3.05 shall control;
(iv4) the rights of Certificate Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency Participants; and until Definitive Certificates are issued pursuant to Subsection (d) below, the Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and principal, interest and premium, if any, on the Certificates to such Clearing Agency Participants;
(5) such Certificates of such series may be transferred in whole, but not in part, and in the manner provided in Section 3.04, by the Clearing Agency holding such Certificates to a nominee of such Clearing Agency, or by such Clearing Agency to a successor Clearing Agency that has been selected or approved by the Company or to a nominee of such successor Clearing Agency; and
(v6) whenever this Agreement requires or permits actions to be taken based upon instructions or directions of Certificateholders of such series holding Certificates of such series evidencing a specified percentage of the Fractional Undivided Interests in the related Trust, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Certificate Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in Certificates of such series and has delivered such instructions to the Trustee. The None of the Company, the Parent or the Trustee or any agent of any of them shall have no any obligation to determine whether the Clearing Agency has in fact received any such instructions.
(b) Except with respect to the one Certificate of each series that may be issued in a denomination of less than $1,000, whenever Whenever notice or other communication to the Certificateholders of such a series is required under this Agreement, unless and until Definitive Certificates shall have been issued pursuant to Subsection (d) below, the Trustee shall give all such notices and communications specified herein to be given to Certificateholders of such series to the Clearing Agency.
(c) Unless and until Definitive Certificates of a series are issued pursuant to Subsection (d) below, on Except as otherwise provided in the Record Date prior to each applicable Regular Distribution Date and Special Distribution Daterelated Trust Supplement, the Trustee will request from shall enter into the Clearing Agency a Securities Position Listing setting forth the names applicable Letter of all Clearing Agency Participants reflected on the Clearing Agency's books as holding interests in the Representations with respect to each series of Certificates on such Record Dateand fulfill its responsibilities thereunder.
(d) If with respect to the Certificates of any series (i) the Company advises the Trustee in writing that the Clearing Agency is no longer willing or able to discharge properly discharge its responsibilities and the Trustee or the Company is unable to locate a qualified successor, (ii) the Company Company, at its option, advises the Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or (iii) after the occurrence of an Event of Default, Certificate Owners of Book-Entry Certificates of such series evidencing Fractional Undivided Interests aggregating not less than a majority in interest in the related Trust, by Act of said such Certificate Owners delivered to the Company and the Trustee, advise the Company, the Trustee and the Clearing Agency through the Clearing Agency Participants in writing that the continuation of a book-entry system through the Clearing Agency Participants is no longer in the best interests of the Certificate Owners of such series, then the Trustee shall notify all Certificate Owners of such series, through the Clearing Agency, of the occurrence of any such event and of the availability of Definitive Certificates. Upon surrender to the Trustee of all the Certificates of such series held by the Clearing Agency, accompanied by registration instructions from the Clearing Agency Participants for registration of Definitive Certificates in the names of Certificate Owners of such series, the Trustee shall issue and deliver the Definitive Certificates of such series in accordance with the instructions of the Clearing Agency. Neither the Company, the Registrar, the Paying Agent nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such registration instructions. Upon the issuance of Definitive Certificates of such series, the Trustee shall recognize the Person Persons in whose name names the Definitive Certificates are registered in the Register as Certificateholders hereunder. Neither the Company nor the Trustee shall be liable if the Trustee or the Company is unable to locate a qualified successor Clearing Agency.
(e) Except as otherwise provided in the related Trust Supplement, the Trustee shall enter into the applicable Letter of Representations with respect to such series of Certificates and fulfill its responsibilities thereunder.
(f) The provisions of this Section 3.09 3.05 may be made inapplicable to any series or may be amended with respect to any series in the related Trust Supplement.
Appears in 3 contracts
Samples: Pass Through Trust Agreement (Alaska Air Group, Inc.), Pass Through Trust Agreement (American Airlines Inc), Pass Through Trust Agreement (Amr Corp)
Book-Entry and Definitive Certificates. (a) Except for one Certificate of each series that may be issued in a denomination of less than $1,000, the The Certificates of any series Tranche may be issued in the form of one or more typewritten Certificates certificates representing the Book-Entry Certificates of such seriesthat Tranche, to be delivered to The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the CompanyCertificate Issuer. In such case, the Certificates of such series Tranche delivered to The Depository Trust Company shall initially be registered on the Certificate Register in the name of CEDE Cede & Co., the nominee of the initial Clearing Agency, and no Certificate Owner will receive a definitive certificate Certificate representing such Certificate Owner's ’s interest in the Certificates Certificate of such seriesTranche, except as provided above and in Subsection (dSection 2.12(c) below. As to the Certificates of any series, except with respect to the one Certificate of such series that may be issued in a denomination of less than $1,000, unless Unless and until definitive, fully registered Certificates (the "“Definitive Certificates"”) of such Tranche have been issued pursuant to Subsection (dSection 2.12(c) below:
(i) the provisions of this Section 3.09 2.12(a) shall be in full force and effecteffect with respect to the Certificates of such Tranche;
(ii) the CompanyCertificate Issuer, the Paying Agent, the Certificate Registrar and the Certificate Trustee may deal with the Clearing Agency Participants for all purposes (including the making of distributions on the CertificatesCertificates of such Tranche) as the authorized representatives representative of the Certificate OwnersOwners of Certificates of such Tranche;
(iii) to the extent that the provisions of this Section 3.09 2.12 conflict with any other provisions of this Agreement (other than the provisions of any Trust Supplement amending this Section 3.09 as permitted by this Basic Agreement)Certificate Indenture, the provisions of this Section 3.09 2.12 shall control;
(iv) the rights of Certificate Owners of such Tranche shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency Participants; and until Definitive Certificates of such Tranche are issued pursuant to Subsection (dSection 2.12(c) below, the Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal of and interest and premium, if any, on the Certificates of such Tranche to such Clearing Agency Participants; and
(v) whenever this Agreement Certificate Indenture requires or permits actions to be taken based upon instructions or directions of Certificateholders of such series holding Certificates of such series evidencing Tranche representing a specified percentage of the Fractional Undivided Interests in the related Trustaggregate Outstanding Amount of Certificates of such Tranche, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Certificate Owners and/or or Clearing Agency Participants owning or representing, respectively, Certificates representing such required percentage of the beneficial interest in aggregate Outstanding Amount of Certificates of such series Tranche, and has delivered such instructions to the Certificate Trustee. The ; the Certificate Trustee shall have no obligation to determine whether the Clearing Agency has in fact received any such instructions.
(b) Except with respect to the one Certificate of each series that may be issued in a denomination of less than $1,000, whenever Whenever notice or other communication to the Certificateholders Holders of such series Certificates of any Tranche issued in the form of Certificates representing Book-Entry Certificates is required under this AgreementCertificate Indenture, unless and until Definitive Certificates of such Tranche shall have been issued pursuant to Subsection (d) belowSection 2.12(c), the Certificate Trustee shall give all such notices and communications specified herein to be given to Certificateholders Holders of Certificates of such series Tranche to the Clearing Agency.
(c) Unless and until Definitive Certificates of a series are issued pursuant to Subsection (d) below, on the Record Date prior to each applicable Regular Distribution Date and Special Distribution Date, the Trustee will request from the Clearing Agency a Securities Position Listing setting forth the names of all Clearing Agency Participants reflected on the Clearing Agency's books as holding interests in the Certificates on such Record Date.
(d) If with respect to the Certificates of any series (i) the Company Clearing Agency advises the Certificate Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Certificates of a Tranche, and the Certificate Trustee or the Company Certificate Issuer is unable to locate a qualified successor, (ii) the Company Certificate Issuer (with the prior written approval of the Bond Issuers) at its option, option advises the Certificate Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency with respect to the Certificates of such Tranche or (iii) after the occurrence of an a Bond Event of DefaultDefault with respect to any Tranche of Certificates, Certificate Owners of Book-Entry Certificates of such series evidencing Fractional Undivided Interests representing beneficial interests aggregating not less than at least a majority in interest in of the related Trust, by Act Outstanding Amount of said Certificate Owners delivered to the Company and the Trustee, Certificates advise the Company, the Trustee and the Clearing Agency through and the Clearing Agency Participants Certificate Trustee in writing that the continuation of a book-entry system through the Clearing Agency Participants is no longer in the best interests of the Certificate Owners of such seriesOwners, then the Trustee Clearing Agency shall notify all Certificate Owners of such series, through and the Clearing Agency, Certificate Trustee of the occurrence of any such event and of the availability of Definitive CertificatesCertificates to Certificate Owners requesting the same. Upon surrender to the Certificate Trustee of all the typewritten certificate or certificates representing the Book-Entry Certificates of such series held by the Clearing Agency, accompanied by registration instructions from instructions, and upon written direction by the Clearing Agency Participants for registration of Definitive Certificates in the names of Certificate Owners of such seriesIssuer, the Delaware Trustee shall issue execute on behalf of the Certificate Issuer and deliver the Certificate Trustee shall authenticate the Definitive Certificates of such series in accordance with the instructions of the Clearing Agency. Neither None of the CompanyCertificate Issuer, the Registrar, Certificate Registrar or the Paying Agent nor the Certificate Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be fully protected in relying on, such registration instructions. Upon the issuance of Definitive Certificates of such seriesCertificates, the Certificate Trustee shall recognize the Person in whose name Holders of the Definitive Certificates are registered in the Register as Certificateholders hereunder. Neither the Company nor the Trustee shall be liable if the Trustee or the Company is unable to locate a qualified successor Clearing AgencyCertificateholders.
(e) Except as otherwise provided in the related Trust Supplement, the Trustee shall enter into the applicable Letter of Representations with respect to such series of Certificates and fulfill its responsibilities thereunder.
(f) The provisions of this Section 3.09 may be made inapplicable to any series or may be amended with respect to any series in the related Trust Supplement.
Appears in 3 contracts
Samples: Certificate Indenture (FirstEnergy Ohio PIRB Special Purpose Trust 2013), Certificate Indenture (OE Funding LLC), Certificate Indenture (OE Funding LLC)
Book-Entry and Definitive Certificates. (a) Except for one Certificate of each series that may be issued in a denomination of less than $1,000, the The -------------------------------------- Certificates of any series Series or Class may be issued in the form of one or more typewritten Certificates representing the Book-Book Entry Certificates of such seriesthat Series or Class, to be delivered to The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the CompanyOriginator. In such case, the Certificates of such series Series or Class delivered to The Depository Trust Company shall initially be registered on the Register in the name of CEDE Cede & Co., the nominee of the initial Clearing Agency, and no Certificate Owner will receive a definitive certificate Certificate representing such Certificate Owner's interest in the Certificates Certificate of such seriesSeries or Class, except as provided above and in Subsection (dSection 3.10(c) below. As to the Certificates of any series, except with respect to the one Certificate of such series that may be issued in a denomination of less than $1,000, unless Unless and until definitive, fully registered Certificates (the "Definitive Certificates") of such Series or Class have been issued pursuant to Subsection (dSection 3.10(c) below:
(i) the provisions of this Section 3.09 3.10 shall be in full force and effecteffect with respect to the Certificates of such Series or Class;
(ii) the CompanyOriginator, the Paying Agent, the Registrar and the Certificate Trustee may deal with the Clearing Agency Participants for all purposes (including the making of distributions on the CertificatesCertificates of such Series or Class) as the authorized representatives representative of the Certificate OwnersOwners of Certificates of such Series or Class;
(iii) to the extent that the provisions of this Section 3.09 3.10 conflict with any other provisions of this Agreement (other than the provisions of any Trust Supplement amending this Section 3.09 as permitted by this Basic Agreement), the provisions of this Section 3.09 3.10 shall control;
(iv) the rights of Certificate Owners of Certificates of such Series or Class shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency Participants; and until Definitive Certificates of such Series or Class are issued pursuant to Subsection (dSection 3.10(c) below, the Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest of and premium, if any, and interest on the Certificates of such Series or Class to such Clearing Agency Participants; and
(v) whenever this Trust Agreement requires or permits actions to be taken based upon instructions or directions of Certificateholders of such series holding Certificates of such series evidencing Series or Class representing a specified percentage of the Fractional Undivided Interests in the related Trustaggregate Outstanding Amount of Certificates of such Series or Class, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Certificate Owners and/or or Clearing Agency Participants owning or representing, respectively, Certificates representing such required percentage of the beneficial interest in aggregate Outstanding Amount of Certificates of such series Series or Class, and has delivered such instructions to the Certificate Trustee. The Certificate Trustee shall have no obligation to determine whether the Clearing Agency has in fact received any such instructions.
(b) Except with respect to the one Certificate of each series that may be issued in a denomination of less than $1,000, whenever Whenever notice or other communication to the Certificateholders Holders of such series Certificates of any Series or Class issued in the form of Certificates representing Book- Entry Certificates is required under this Trust Agreement, unless and until Definitive Certificates of such Series or Class shall have been issued pursuant to Subsection (dSection 3.10(c) below, the Certificate Trustee shall give all such notices and communications specified herein to be given to Certificateholders Holders of Certificates of such series Series or Class to the Clearing Agency.
(c) Unless and until Definitive Certificates of a series are issued pursuant to Subsection (d) below, on the Record Date prior to each applicable Regular Distribution Date and Special Distribution Date, the Trustee will request from the Clearing Agency a Securities Position Listing setting forth the names of all Clearing Agency Participants reflected on the Clearing Agency's books as holding interests in the Certificates on such Record Date.
(d) If with respect to the Certificates of any series (i) the Company Clearing Agency advises the Certificate Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Certificates, and the Certificate Trustee or the Company Originator is unable to locate a qualified successor, (ii) the Company Originator (with the prior written approval of the Note Issuer) at its option, option advises the Certificate Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency with respect to the Certificates or (iii) after the occurrence of an a Note Event of DefaultDefault with respect to any Series or Class of Certificates, Certificate Owners representing beneficial interests aggregating at least a majority of Book-Entry the Outstanding Amount of the Certificates of such series evidencing Fractional Undivided Interests aggregating not less than a majority in interest in the related Trust, by Act of said Certificate Owners delivered to the Company and the Trustee, all Series advise the Company, the Trustee and the Clearing Agency through and the Clearing Agency Participants Certificate Trustee in writing that the continuation of a book-entry system through the Clearing Agency Participants is no longer in the best interests of the Certificate Owners of such seriesOwners, then the Trustee Clearing Agency shall notify all Certificate Owners of such series, through and the Clearing Agency, Certificate Trustee of the occurrence of any such event and of the availability of Definitive CertificatesCertificates to Certificate Owners requesting the same. Upon surrender to the Certificate Trustee of all the typewritten Certificate or Certificates of such series held representing the Book-Entry Certificates by the Clearing Agency, accompanied by registration instructions from instructions, and upon written direction by the Clearing Agency Participants for registration of Definitive Certificates in the names of Certificate Owners of such seriesNote Issuer, the Certificate Trustee shall issue execute on behalf of the Trust and deliver the 22 Certificate Trustee shall authenticate the Definitive Certificates of such series in accordance with the instructions of the Clearing Agency. Neither None of the CompanyOriginator, the Registrar, the Paying Agent nor Delaware Trustee or the Certificate Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be fully protected in relying on, such registration instructions. Upon the issuance of Definitive Certificates of such seriesCertificates, the Certificate Trustee shall recognize the Person in whose name Holders of the Definitive Certificates are registered in the Register as Certificateholders hereunder. Neither the Company nor the Trustee shall be liable if the Trustee or the Company is unable to locate a qualified successor Clearing AgencyCertificateholders.
(e) Except as otherwise provided in the related Trust Supplement, the Trustee shall enter into the applicable Letter of Representations with respect to such series of Certificates and fulfill its responsibilities thereunder.
(f) The provisions of this Section 3.09 may be made inapplicable to any series or may be amended with respect to any series in the related Trust Supplement.
Appears in 3 contracts
Samples: Trust Agreement (Pg&e Funding LLC), Declaration and Agreement of Trust (Sdg&e Funding LLC a De Limited Liability Co), Trust Agreement (Sce Funding LLC)
Book-Entry and Definitive Certificates. (a) Except for one Certificate of each series that may be issued in a denomination of less than $1,000, the The Certificates of any series may be issued in the form of one or more typewritten Certificates representing the Book-Entry Certificates of such series, to be delivered to The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Company. In such case, the Certificates of such series delivered to The Depository Trust Company shall initially be registered on the Register in the name of CEDE & Co., the nominee of the initial Clearing Agency, and no Certificate Owner will receive a definitive certificate representing such Certificate Owner's ’s interest in the Certificates of such series, except as provided above and in Subsection (d) below. As to the Certificates of any series, except with respect to the one Certificate of such series that may be issued in a denomination of less than $1,000, unless and until definitive, fully registered Certificates (the "“Definitive Certificates"”) have been issued pursuant to Subsection (d) below:
(i) the provisions of this Section 3.09 3.05 shall be in full force and effect;
(ii) the Company, the Paying Agent, the Registrar and the Trustee may deal with the Clearing Agency Participants for all purposes (including the making of distributions on the Certificates) as the authorized representatives of the Certificate Owners;
(iii) to the extent that the provisions of this Section 3.09 3.05 conflict with any other provisions of this Agreement (other than the provisions of any Trust Supplement expressly amending this Section 3.09 3.05 as permitted by this Basic Agreement), the provisions of this Section 3.09 3.05 shall control;
(iv) the rights of Certificate Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency Participants; and until Definitive Certificates are issued pursuant to Subsection (d) below, the Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and principal, interest and premium, if any, on the Certificates to such Clearing Agency Participants; and
(v) whenever this Agreement requires or permits actions to be taken based upon instructions or directions of Certificateholders of such series holding Certificates of such series evidencing a specified percentage of the Fractional Undivided Interests in the related Trust, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Certificate Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in Certificates of such series and has delivered such instructions to the Trustee. The Trustee shall have no obligation to determine whether the Clearing Agency has in fact received any such instructions.
(b) Except with respect to the one Certificate of each series that may be issued in a denomination of less than $1,000, whenever Whenever notice or other communication to the Certificateholders of such series is required under this Agreement, unless and until Definitive Certificates shall have been issued pursuant to Subsection (d) below, the Trustee shall give all such notices and communications specified herein to be given to Certificateholders of such series to the Clearing Agency.
(c) Unless and until Definitive Certificates of a series are issued pursuant to Subsection (d) below, on the Record Date prior to each applicable Regular Distribution Date and Special Distribution Date, the Trustee will request from the Clearing Agency a Securities Position Listing securities position listing setting forth the names of all Clearing Agency Participants reflected on the Clearing Agency's ’s books as holding interests in the Certificates on such Record Date.
(d) If with respect to the Certificates of any series (i) the Company advises the Trustee in writing that the Clearing Agency is no longer willing or able to discharge properly discharge its responsibilities and the Trustee or the Company is unable to locate a qualified successor, (ii) the Company Company, at its option, advises the Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or (iii) after the occurrence of an Event of Default, Certificate Owners of Book-Entry Certificates of such series evidencing Fractional Undivided Interests aggregating not less than a majority in interest in the related Trust, by Act of said such Certificate Owners delivered to the Company and the Trustee, advise the Company, the Trustee and the Clearing Agency through the Clearing Agency Participants in writing that the continuation of a book-entry system through the Clearing Agency Participants is no longer in the best interests of the Certificate Owners of such series, then the Trustee shall notify all Certificate Owners of such series, through the Clearing Agency, of the occurrence of any such event and of the availability of Definitive Certificates. Upon surrender to the Trustee of all the Certificates of such series held by the Clearing Agency, accompanied by registration instructions from the Clearing Agency Participants for registration of Definitive Certificates in the names of Certificate Owners of such series, the Trustee shall issue and deliver the Definitive Certificates of such series in accordance with the instructions of the Clearing Agency. Neither the Company, the Registrar, the Paying Agent nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such registration instructions. Upon the issuance of Definitive Certificates of such series, the Trustee shall recognize the Person in whose name the Definitive Certificates are registered in the Register as Certificateholders hereunder. Neither the Company nor the Trustee shall be liable if the Trustee or the Company is unable to locate a qualified successor Clearing Agency.
(e) Except as otherwise provided in the related Trust Supplement, the Trustee shall enter into the applicable Letter of Representations with respect to such series of Certificates and fulfill its responsibilities thereunder.
(f) The provisions of this Section 3.09 3.05 may be made inapplicable to any series or may be amended with respect to any series in the related Trust Supplement.
Appears in 3 contracts
Samples: Pass Through Trust Agreement (Ual Corp /De/), Pass Through Trust Agreement (Southwest Airlines Co), Pass Through Trust Agreement (United Air Lines Inc)
Book-Entry and Definitive Certificates. (a) Except for one Certificate of each series that may be issued in a denomination of less than $1,000, the The Certificates of any series Class may be issued in the form of one or more typewritten Certificates certificates representing the Book-Entry Certificates of such seriesthat Class, to be delivered to The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the CompanyCertificate Issuer. In such case, the Certificates of such series Class delivered to The Depository Trust Company shall initially be registered on the Certificate Register in the name of CEDE Cede & Co., the nominee of the initial Clearing Agency, and no Certificate Owner will receive a definitive certificate Certificate representing such Certificate Owner's interest in the Certificates Certificate of such seriesClass, except as provided above and in Subsection (dSection 2.12(c) below. As to the Certificates of any series, except with respect to the one Certificate of such series that may be issued in a denomination of less than $1,000, unless Unless and until definitive, fully registered Certificates (the "Definitive Certificates") of such Class have been issued pursuant to Subsection (dSection 2.12(c) below:
(i) the provisions of this Section 3.09 2.12 shall be in full force and effecteffect with respect to the Certificates of such Class;
(ii) the CompanyCertificate Issuer, the Paying Agent, the Registrar Certificate Registrar, the Delaware Trustee and the Certificate Trustee may deal with the Clearing Agency Participants for all purposes (including the making of distributions on the CertificatesCertificates of such Class) as the authorized representatives representative of the Certificate OwnersOwners of Certificates of such Class;
(iii) to the extent that the provisions of this Section 3.09 2.12 conflict with any other provisions of this Agreement (other than the provisions of any Trust Supplement amending this Section 3.09 as permitted by this Basic Agreement)Certificate Indenture, the provisions of this Section 3.09 2.12 shall control;
(iv) the rights of Certificate Owners of Certificates of such Class shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency Participants; and until Definitive Certificates of such Class are issued pursuant to Subsection (dSection 2.12(c) below, the Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal of and interest and premium, if any, on the Certificates of such Class to such Clearing Agency Participants; and
(v) whenever this Agreement Certificate Indenture requires or permits actions to be taken based upon instructions or directions of Certificateholders of such series holding Certificates of such series evidencing Class representing a specified percentage of the Fractional Undivided Interests in the related Trustaggregate Outstanding Amount of Certificates of such Class, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Certificate Owners and/or or Clearing Agency Participants owning or representing, respectively, Certificates representing such required percentage of the beneficial interest in aggregate Outstanding Amount of Certificates of such series Class, and has delivered such instructions to the Certificate Trustee. The ; the Certificate Trustee shall have no obligation to determine whether the Clearing Agency has in fact received any such instructions.
(b) Except with respect to the one Certificate of each series that may be issued in a denomination of less than $1,000, whenever Whenever notice or other communication to the Certificateholders Holders of such series Certificates of any Class issued in the form of Certificates representing Book-Entry Certificates is required under this AgreementCertificate Indenture, unless and until Definitive Certificates of such Class shall have been issued pursuant to Subsection (d) belowSection 2.12(c), the Certificate Trustee shall give all such notices and communications specified herein to be given to Certificateholders Holders of Certificates of such series Class to the Clearing Agency.
(c) Unless and until Definitive Certificates of a series are issued pursuant to Subsection (d) below, on the Record Date prior to each applicable Regular Distribution Date and Special Distribution Date, the Trustee will request from the Clearing Agency a Securities Position Listing setting forth the names of all Clearing Agency Participants reflected on the Clearing Agency's books as holding interests in the Certificates on such Record Date.
(d) If with respect to the Certificates of any series (i) the Company Clearing Agency advises the Certificate Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Certificates of a Class, and the Certificate Trustee or the Company Certificate Issuer is unable to locate a qualified successor, (ii) the Company Certificate Issuer (with the prior written approval of the Note Issuer) at its option, option advises the Certificate Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency with respect to the Certificates of such Class or (iii) after the occurrence of an a Note Event of DefaultDefault with respect to any Class of Certificates, Certificate Owners of Book-Entry Certificates of such series evidencing Fractional Undivided Interests representing beneficial interests aggregating not less than at least a majority in interest in of the related Trust, by Act Outstanding Amount of said Certificate Owners delivered to the Company and the Trustee, Certificates advise the Company, the Trustee and the Clearing Agency through and the Clearing Agency Participants Certificate Trustee in writing that the continuation of a book-entry system through the Clearing Agency Participants is no longer in the best interests of the Certificate Owners of such seriesOwners, then the Trustee Clearing Agency shall notify all Certificate Owners of such series, through and the Clearing Agency, Certificate Trustee of the occurrence of any such event and of the availability of Definitive CertificatesCertificates to Certificate Owners requesting the same. Upon surrender to the Certificate Trustee of all the typewritten certificate or certificates representing the Book-Entry Certificates of such series held by the Clearing Agency, accompanied by registration instructions from instructions, and upon written direction by the Clearing Agency Participants for registration of Definitive Certificates in the names of Certificate Owners of such seriesIssuer, the Delaware Trustee shall issue execute on behalf of the Certificate Issuer and deliver the Certificate Trustee shall authenticate the Definitive Certificates of such series in accordance with the instructions of the Clearing Agency. Neither None of the CompanyCertificate Issuer, the Certificate Registrar, the Paying Agent nor Delaware Trustee or the Certificate Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be fully protected in relying on, such registration instructions. Upon the issuance of Definitive Certificates of such seriesCertificates, the Certificate Trustee and the Delaware Trustee shall recognize the Person in whose name Holders of the Definitive Certificates are registered in the Register as Certificateholders hereunder. Neither the Company nor the Trustee shall be liable if the Trustee or the Company is unable to locate a qualified successor Clearing AgencyCertificateholders.
(e) Except as otherwise provided in the related Trust Supplement, the Trustee shall enter into the applicable Letter of Representations with respect to such series of Certificates and fulfill its responsibilities thereunder.
(f) The provisions of this Section 3.09 may be made inapplicable to any series or may be amended with respect to any series in the related Trust Supplement.
Appears in 3 contracts
Samples: Certificate Indenture (Wmeco Funding LLC), Certificate Indenture (Cl&p Funding LLC), Certificate Indenture (Cl&p Funding LLC)
Book-Entry and Definitive Certificates. (a) Except for one Certificate of each series that may be issued in a denomination of less than $1,000, the The Certificates of any series may be issued in the form of one or more typewritten Certificates representing the Book-Entry Certificates of such series, to be delivered to The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Company. In such case, the Certificates of such series delivered to The Depository Trust Company shall initially be registered on the Register in the name of CEDE & Co., the nominee of the initial Clearing Agency, and no Certificate Owner will receive a definitive certificate representing such Certificate Owner's interest in the Certificates of such series, except as provided above and in Subsection (d) below. As to the Certificates of any series, except with respect to the one Certificate of such series that may be issued in a denomination of less than $1,000, unless and until definitive, fully registered Certificates (the "Definitive CertificatesDEFINITIVE CERTIFICATES") have been issued pursuant to Subsection (d) below:
(i) the provisions of this Section 3.09 3.05 shall be in full force and effect;
(ii) the Company, the Paying Agent, the Registrar and the Trustee may deal with the Clearing Agency Participants for all purposes (including the making of distributions on the Certificates) as the authorized representatives of the Certificate Owners;
(iii) to the extent that the provisions of this Section 3.09 3.05 conflict with any other provisions of this Agreement (other than the provisions of any Trust Supplement expressly amending this Section 3.09 3.05 as permitted by this Basic Agreement), the provisions of this Section 3.09 3.05 shall control;
(iv) the rights of Certificate Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency Participants; and until Definitive Certificates are issued pursuant to Subsection (d) below, the Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and principal, interest and premium, if any, on the Certificates to such Clearing Agency Participants; and
(v) whenever this Agreement requires or permits actions to be taken based upon instructions or directions of Certificateholders of such series holding Certificates of such series evidencing a specified percentage of the Fractional Undivided Interests in the related Trust, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Certificate Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in Certificates of such series and has delivered such instructions to the Trustee. The Trustee shall have no obligation to determine whether the Clearing Agency has in fact received any such instructions.
(b) Except with respect to the one Certificate of each series that may be issued in a denomination of less than $1,000, whenever Whenever notice or other communication to the Certificateholders of such series is required under this Agreement, unless and until Definitive Certificates shall have been issued pursuant to Subsection (d) below, the Trustee shall give all such notices and communications specified herein to be given to Certificateholders of such series to the Clearing Agency.
(c) Unless and until Definitive Certificates of a series are issued pursuant to Subsection (d) below, on the Record Date prior to each applicable Regular Distribution Date and Special Distribution Date, the Trustee will request from the Clearing Agency a Securities Position Listing securities position listing setting forth the names of all Clearing Agency Participants reflected on the Clearing Agency's books as holding interests in the Certificates on such Record Date.
(d) If with respect to the Certificates of any series (i) the Company advises the Trustee in writing that the Clearing Agency is no longer willing or able to discharge properly discharge its responsibilities and the Trustee or the Company is unable to locate a qualified successor, (ii) the Company Company, at its option, advises the Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or (iii) after the occurrence of an Event of Default, Certificate Owners of Book-Entry Certificates of such series evidencing Fractional Undivided Interests aggregating not less than a majority in interest in the related Trust, by Act of said such Certificate Owners delivered to the Company and the Trustee, advise the Company, the Trustee and the Clearing Agency through the Clearing Agency Participants in writing that the continuation of a book-entry system through the Clearing Agency Participants is no longer in the best interests of the Certificate Owners of such series, then the Trustee shall notify all Certificate Owners of such series, through the Clearing Agency, of the occurrence of any such event and of the availability of Definitive Certificates. Upon surrender to the Trustee of all the Certificates of such series held by the Clearing Agency, accompanied by registration instructions from the Clearing Agency Participants for registration of Definitive Certificates in the names of Certificate Owners of such series, the Trustee shall issue and deliver the Definitive Certificates of such series in accordance with the instructions of the Clearing Agency. Neither the Company, the Registrar, the Paying Agent nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such registration instructions. Upon the issuance of Definitive Certificates of such series, the Trustee shall recognize the Person in whose name the Definitive Certificates are registered in the Register as Certificateholders hereunder. Neither the Company nor the Trustee shall be liable if the Trustee or the Company is unable to locate a qualified successor Clearing Agency.
(e) Except as otherwise provided in the related Trust Supplement, the Trustee shall enter into the applicable Letter of Representations with respect to such series of Certificates and fulfill its responsibilities thereunder.
(f) The provisions of this Section 3.09 3.05 may be made inapplicable to any series or may be amended with respect to any series in the related Trust Supplement.
Appears in 3 contracts
Samples: Pass Through Trust Agreement (Continental Airlines Inc /De/), Pass Through Trust Agreement (Continental Airlines Inc /De/), Pass Through Trust Agreement (Continental Airlines Inc /De/)
Book-Entry and Definitive Certificates. (a) Except for one Certificate of each series that may be issued in a denomination of less than $1,000, the The -------------------------------------- Certificates of any series Series or Class may be issued in the form of one or more typewritten Certificates certificates representing the Book-Book Entry Certificates of such seriesthat Series or Class, to be delivered to The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the CompanyOriginator. In such case, the Certificates of such series Series or Class delivered to The Depository Trust Company shall initially be registered on the Register in the name of CEDE Cede & Co., the nominee of the initial Clearing Agency, and no Certificate Owner will receive a definitive certificate Certificate representing such Certificate Owner's interest in the Certificates Certificate of such seriesSeries or Class, except as provided above and in Subsection (dSection 3.10(c) below. As to the Certificates of any series, except with respect to the one Certificate of such series that may be issued in a denomination of less than $1,000, unless Unless and until definitive, fully registered Certificates (the "Definitive Certificates") of such Series or Class have been issued pursuant to Subsection (dSection 3.10(c) below:
(i) the provisions of this Section 3.09 3.10 shall be in full force and effecteffect with respect to the Certificates of such Series or Class;
(ii) the CompanyOriginator, the Paying Agent, the Registrar and the Certificate Trustee may deal with the Clearing Agency Participants for all purposes (including the making of distributions on the CertificatesCertificates of such Series or Class) as the authorized representatives representative of the Certificate OwnersOwners of Certificates of such Series or Class;
(iii) to the extent that the provisions of this Section 3.09 3.10 conflict with any other provisions of this Agreement (other than the provisions of any Trust Supplement amending this Section 3.09 as permitted by this Basic Agreement), the provisions of this Section 3.09 3.10 shall control;
(iv) the rights of Certificate Owners of Certificates of such Series or Class shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency Participants; and until Definitive Certificates of such Series or Class are issued pursuant to Subsection (dSection 3.10(c) below, the Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal of and interest and premium, if any, on the Certificates of such Series or Class to such Clearing Agency Participants; and
(v) whenever this Trust Agreement requires or permits actions to be taken based upon instructions or directions of Certificateholders of such series holding Certificates of such series evidencing Series or Class representing a specified percentage of the Fractional Undivided Interests in the related Trustaggregate Outstanding Amount of Certificates of such Series or Class, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Certificate Owners and/or or Clearing Agency Participants owning or representing, respectively, Certificates representing such required percentage of the beneficial interest in aggregate Outstanding Amount of Certificates of such series Series or Class, and has delivered such instructions to the Certificate Trustee. The Certificate Trustee shall have no obligation to determine whether the Clearing Agency has in fact received any such instructions.
(b) Except with respect to the one Certificate of each series that may be issued in a denomination of less than $1,000, whenever Whenever notice or other communication to the Certificateholders Holders of such series Certificates of any Series or Class issued in the form of Certificates representing Book- Entry Certificates is required under this Trust Agreement, unless and until Definitive Certificates of such Series or Class shall have been issued pursuant to Subsection (dSection 3.10(c) below, the Certificate Trustee shall give all such notices and communications specified herein to be given to Certificateholders Holders of Certificates of such series Series or Class to the Clearing Agency.
(c) Unless and until Definitive Certificates of a series are issued pursuant to Subsection (d) below, on the Record Date prior to each applicable Regular Distribution Date and Special Distribution Date, the Trustee will request from the Clearing Agency a Securities Position Listing setting forth the names of all Clearing Agency Participants reflected on the Clearing Agency's books as holding interests in the Certificates on such Record Date.
(d) If with respect to the Certificates of any series (i) the Company Clearing Agency advises the Certificate Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Certificates, and the Certificate Trustee or the Company Originator is unable to locate a qualified successor, (ii) the Company Originator (with the prior written approval of the Note Issuer) at its option, option advises the Certificate Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency with respect to the Certificates or (iii) after the occurrence of an a Note Event of DefaultDefault with respect to any Series or Class of Certificates, Certificate Owners representing beneficial interests aggregating at least a majority of Book-Entry the Outstanding Amount of the Certificates of such series evidencing Fractional Undivided Interests aggregating not less than a majority in interest in the related Trust, by Act of said Certificate Owners delivered to the Company and the Trustee, all Series advise the Company, the Trustee and the Clearing Agency through and the Clearing Agency Participants Certificate Trustee in writing that the continuation of a book-entry system through the Clearing Agency Participants is no longer in the best interests of the Certificate Owners of such seriesOwners, then the Trustee Clearing Agency shall notify all Certificate Owners of such series, through and the Clearing Agency, Certificate Trustee of the occurrence of any such event and of the availability of Definitive CertificatesCertificates to Certificate Owners requesting the same. Upon surrender to the Certificate Trustee of all the typewritten certificate or certificates representing the Book-Entry Certificates of such series held by the Clearing Agency, accompanied by registration instructions from instructions, and upon written direction by the Clearing Agency Participants for registration of Definitive Certificates in the names of Certificate Owners of such seriesNote Issuer, the Certificate Trustee shall issue execute on behalf of the Trust and deliver the Certificate Trustee shall authenticate the Definitive Certificates of such series in accordance with the instructions of the Clearing Agency. Neither None of the CompanyOriginator, the Registrar, the Paying Agent nor Delaware Trustee or the Certificate Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be fully protected in relying on, such registration instructions. Upon the issuance of Definitive Certificates of such seriesCertificates, the Certificate Trustee shall recognize the Person in whose name Holders of the Definitive Certificates are registered in the Register as Certificateholders hereunder. Neither the Company nor the Trustee shall be liable if the Trustee or the Company is unable to locate a qualified successor Clearing AgencyCertificateholders.
(e) Except as otherwise provided in the related Trust Supplement, the Trustee shall enter into the applicable Letter of Representations with respect to such series of Certificates and fulfill its responsibilities thereunder.
(f) The provisions of this Section 3.09 may be made inapplicable to any series or may be amended with respect to any series in the related Trust Supplement.
Appears in 3 contracts
Samples: Declaration and Agreement of Trust (Pg&e Funding LLC), Declaration and Agreement of Trust (Sce Funding LLC), Declaration and Agreement of Trust (Sdg&e Funding LLC a De Limited Liability Co)
Book-Entry and Definitive Certificates. (a) Except for one Certificate of each series that may be issued in a denomination of less other than an even multiple of $1,000, the Certificates of any series may be issued at the option of the Company in the form of one or more typewritten Certificates representing the Book-Entry Certificates of such series, to be delivered to The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Company. In such case, the Certificates of such series delivered to The Depository Trust Company shall initially be registered on the Register in the name of CEDE Cede & Co., the nominee of the initial Clearing Agency, and no Certificate Owner will receive a definitive certificate representing such Certificate Owner's interest in the Certificates of such series, except as provided above and in Subsection (d) below. As to the Certificates of any series, except with respect to such series (other than the one Certificate of or such series that may be issued in a denomination of less other than an even multiple of $1,000), unless and until definitive, fully registered Certificates (the "Definitive Certificates") have been issued pursuant to Subsection (d) below:
(i1) the provisions of this Section 3.09 3.05 shall be in full force and effect;
(ii2) the Company, the Paying Agent, the Registrar and the Trustee may deal with the Clearing Agency Participants for all purposes (including the making of distributions on the Certificates) as the authorized representatives of the Certificate Owners);
(iii3) to the extent that the provisions of this Section 3.09 3.05 conflict with any other provisions of this Agreement (other than the provisions of any Trust Supplement expressly amending this Section 3.09 3.05 as permitted by this Basic Agreement), the provisions of this Section 3.09 3.05 shall control;
(iv4) the rights of Certificate Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency Participants; and until Definitive Certificates are issued pursuant to Subsection (d) below, the Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and principal, interest and premium, if any, on the Certificates to such Clearing Agency Participants;
(5) such Certificates of such series may be transferred in whole, but not in part, and in the manner provided in Section 3.04, by the Clearing Agency holding such Certificates to a nominee of such Clearing Agency, or by such Clearing Agency to a successor Clearing Agency that has been selected or approved by the Company or to a nominee of such successor Clearing Agency; and
(v6) whenever this Agreement requires or permits actions to be taken based upon instructions or directions of Certificateholders of such series holding Certificates of such series evidencing a specified percentage of the Fractional Undivided Interests in the related Trust, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Certificate Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in Certificates of such series and has delivered such instructions to the Trustee. The Neither the Company nor the Trustee shall have no any obligation to determine whether the Clearing Agency has in fact received any such instructions.
(b) Except with respect to the one Certificate of each series that may be issued in a denomination of less than $1,000, whenever Whenever notice or other communication to the Certificateholders of such a series is required under this Agreement, unless and until Definitive Certificates shall have been issued pursuant to Subsection (d) below, the Trustee shall give all such notices and communications specified herein to be given to Certificateholders of such series to the Clearing Agency.
(c) Unless and until Definitive Certificates of a series are issued pursuant to Subsection (d) below, on Except as otherwise provided in the Record Date prior to each applicable Regular Distribution Date and Special Distribution Daterelated Trust Supplement, the Trustee will request from shall enter into the Clearing Agency a Securities Position Listing setting forth the names applicable Letter of all Clearing Agency Participants reflected on the Clearing Agency's books as holding interests in the Representations with respect to each series of Certificates on such Record Dateand fulfill its responsibilities thereunder.
(d) If with respect to the Certificates of any series (i) the Company advises the Trustee in writing that the Clearing Agency is no longer willing or able to discharge properly discharge its responsibilities and the Trustee or the Company is unable to locate a qualified successor, (ii) the Company Company, at its option, advises the Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or (iii) after the occurrence of an Event of Default, Certificate Owners of Book-Entry Certificates of such series evidencing Fractional Undivided Interests aggregating not less than a majority in interest in the related Trust, by Act of said such Certificate Owners delivered to the Company and the Trustee, advise the Company, the Trustee and the Clearing Agency through the Clearing Agency Participants in writing that the continuation of a book-entry system through the Clearing Agency Participants is no longer in the best interests of the Certificate Owners of such series, then the Trustee shall notify all Certificate Owners of such series, through the Clearing Agency, of the occurrence of any such event and of the availability of Definitive Certificates. Upon surrender to the Trustee of all the Certificates of such series held by the Clearing Agency, accompanied by registration instructions from the Clearing Agency Participants for registration of Definitive Certificates in the names of Certificate Owners of such series, the Trustee shall issue and deliver the Definitive Certificates of such series in accordance with the instructions of the Clearing Agency. Neither the Company, the Registrar, the Paying Agent nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such registration instructions. Upon the issuance of Definitive Certificates of such series, the Trustee shall recognize the Person Persons in whose name names the Definitive Certificates are registered in the Register as Certificateholders hereunder. Neither the Company nor the Trustee shall be liable if the Trustee or the Company is unable to locate a qualified successor Clearing Agency.
(e) Except as otherwise provided in the related Trust Supplement, the Trustee shall enter into the applicable Letter of Representations with respect to such series of Certificates and fulfill its responsibilities thereunder.
(f) The provisions of this Section 3.09 3.05 may be made inapplicable to any series or may be amended with respect to any series in the related Trust Supplement.
Appears in 2 contracts
Samples: Pass Through Trust Agreement (American Airlines Inc), Pass Through Trust Agreement (American Airlines Inc)
Book-Entry and Definitive Certificates. (a) Except for one Certificate of each series that may be issued in a denomination of less than $1,000, the The Certificates of any series may be issued in the form of one or more typewritten Certificates representing the Book-Entry Certificates of such series, to be delivered to The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Company. In such case, the Certificates of such series delivered to The Depository Trust Company shall initially be registered on the Register in the name of CEDE & Co., the nominee of the initial Clearing Agency, and no Certificate Owner will receive a definitive certificate representing such Certificate Owner's interest in the Certificates of such series, except as provided above and in Subsection (d) below. As to the Certificates of any series, except with respect to the one Certificate of such series that may be issued in a denomination of less than $1,000, unless and until definitive, fully registered Certificates (the "Definitive Certificates") have been issued pursuant to Subsection (d) below:
(i) the provisions of this Section 3.09 3.05 shall be in full force and effect;
(ii) the Company, the Paying Agent, the Registrar and the Trustee may deal with the Clearing Agency Participants for all purposes (including the making of distributions on the Certificates) as the authorized representatives of the Certificate Owners;
(iii) to the extent that the provisions of this Section 3.09 3.05 conflict with any other provisions of this Agreement (other than the provisions of any Trust Supplement expressly amending this Section 3.09 3.05 as permitted by this Basic Agreement), the provisions of this Section 3.09 3.05 shall control;
(iv) the rights of Certificate Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency Participants; and until Definitive Certificates are issued pursuant to Subsection (d) below, the Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and principal, interest and premium, if any, on the Certificates to such Clearing Agency Participants; and
(v) whenever this Agreement requires or permits actions to be taken based upon instructions or directions of Certificateholders of such series holding Certificates of such series evidencing a specified percentage of the Fractional Undivided Interests in the related Trust, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Certificate Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in Certificates of such series and has delivered such instructions to the Trustee. The Trustee shall have no obligation to determine whether the Clearing Agency has in fact received any such instructions.
(b) Except with respect to the one Certificate of each series that may be issued in a denomination of less than $1,000, whenever Whenever notice or other communication to the Certificateholders of such series is required under this Agreement, unless and until Definitive Certificates shall have been issued pursuant to Subsection (d) below, the Trustee shall give all such notices and communications specified herein to be given to Certificateholders of such series to the Clearing Agency.
(c) Unless and until Definitive Certificates of a series are issued pursuant to Subsection (d) below, on the Record Date prior to each applicable Regular Distribution Date and Special Distribution Date, the Trustee will request from the Clearing Agency a Securities Position Listing securities position listing setting forth the names of all Clearing Agency Participants reflected on the Clearing Agency's books as holding interests in the Certificates on such Record Date.
(d) If with respect to the Certificates of any series (i) the Company advises the Trustee in writing that the Clearing Agency is no longer willing or able to discharge properly discharge its responsibilities and the Trustee or the Company is unable to locate a qualified successor, (ii) the Company Company, at its option, advises the Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or (iii) after the occurrence of an Event of Default, Certificate Owners of Book-Entry Certificates of such series evidencing Fractional Undivided Interests aggregating not less than a majority in interest in the related Trust, by Act of said such Certificate Owners delivered to the Company and the Trustee, advise the Company, the Trustee and the Clearing Agency through the Clearing Agency Participants in writing that the continuation of a book-entry system through the Clearing Agency Participants is no longer in the best interests of the Certificate Owners of such series, then the Trustee shall notify all Certificate Owners of such series, through the Clearing Agency, of the occurrence of any such event and of the availability of Definitive Certificates. Upon surrender to the Trustee of all the Certificates of such series held by the Clearing Agency, accompanied by registration instructions from the Clearing Agency Participants for registration of Definitive Certificates in the names of Certificate Owners of such series, the Trustee shall issue and deliver the Definitive Certificates of such series in accordance with the instructions of the Clearing Agency. Neither the Company, the Registrar, the Paying Agent nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such registration instructions. Upon the issuance of Definitive Certificates of such series, the Trustee shall recognize the Person in whose name the Definitive Certificates are registered in the Register as Certificateholders hereunder. Neither the Company nor the Trustee shall be liable if the Trustee or the Company is unable to locate a qualified successor Clearing Agency.
(e) Except as otherwise provided in the related Trust Supplement, the Trustee shall enter into the applicable Letter of Representations with respect to such series of Certificates and fulfill its responsibilities thereunder.
(f) The provisions of this Section 3.09 3.05 may be made inapplicable to any series or may be amended with respect to any series in the related Trust Supplement.
Appears in 2 contracts
Samples: Pass Through Trust Agreement (Union Tank Car Co), Pass Through Trust Agreement (Us Airways Inc)
Book-Entry and Definitive Certificates. (a) Except for -------------------------------------- one Certificate of each series that may be issued in a denomination of less than $1,000, the Certificates of any series may may, at the sole option of the Applicable Company, be issued in the form of one or more typewritten Certificates representing the Book-Entry Certificates of such series, to be delivered to The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Applicable Company. In such case, the Certificates of such series delivered to The Depository Trust Company shall initially be registered on the Register in the name of CEDE & Co., the nominee of the initial Clearing Agency, and no Certificate Owner will receive a definitive certificate representing such Certificate Owner's interest in the Certificates of such series, except as provided above and in Subsection (d) below. As to the Certificates of any series, except with respect to the one Certificate of such series that may be issued in a denomination of less than $1,000, unless and until definitive, fully registered Certificates of such series (the "Definitive Certificates") have been issued pursuant to Subsection (d) below:
(i) the provisions of this Section 3.09 3.9 shall be in full force and effect;
(ii) the Guarantor, the Applicable Company, the Paying Agent, the Registrar and the Trustee may deal with the Clearing Agency Participants for all purposes (including the making of distributions on the Certificates) as the authorized representatives representative of the Certificate Owners;
(iii) to the extent that the provisions of this Section 3.09 3.9 conflict with any other provisions of this Agreement (other than the provisions of any Trust Supplement amending this Section 3.09 3.9 as permitted by this Basic Agreement), the provisions of this Section 3.09 3.9 shall control;
(iv) the rights of Certificate Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency Participants; and until Definitive Certificates are issued pursuant to Subsection (d) below, the Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest and premium, if any, on the Certificates to such Clearing Agency Participants;
(v) such Certificates of such series may be transferred in whole, but not in part, and in the manner provided in Section 3.4 by the Clearing Agency holding such Certificates to a nominee of such Clearing Agency or by such Clearing Agency to a successor Clearing Agency selected or approved by the Applicable Company upon notice to the Trustee or to a nominee of such successor Clearing Agency; and
(vvi) whenever this Agreement requires or permits actions to be taken based upon instructions or directions of Certificateholders of such series holding Certificates of such series evidencing a specified percentage of the Fractional Undivided Interests in the related Trust, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Certificate Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in Certificates of such series and has delivered such instructions to the Trustee. The Trustee shall have no obligation to determine whether the Clearing Agency has in fact received any such instructions.
(b) Except with respect to the one Certificate of each series that may be issued in a denomination of less than $1,000, whenever notice or other communication to the Certificateholders of such series is required under this Agreement, unless and until Definitive Certificates shall have been issued pursuant to Subsection (d) below, the Trustee shall give all such notices and communications specified herein to be given to Certificateholders of such series to the Clearing AgencyAgency and/or the Clearing Agency Participants, and shall make available additional copies as requested by such Clearing Agency Participants.
(c) Unless and until Definitive Certificates of a series are issued pursuant to Subsection (d) below, on the Record Date prior to each applicable Regular Distribution Date and Special Distribution Date, the Trustee will request from the Clearing Agency a Securities Position Listing securities position listing setting forth the names of all Clearing Agency Participants reflected on the Clearing Agency's books as holding interests in the Certificates of such series on such Record Date. The Trustee shall mail to each such Clearing Agency Participant the statements described in Section 4.3 hereof and will make available additional copies as requested by such Clearing Agency Participant for forwarding by such Clearing Agency Participant to Certificate Owners.
(d) If with respect to the Book-Entry Certificates of any series (i) the Applicable Company advises the Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities and the Trustee or the Applicable Company is unable to locate a qualified successor, successor or (ii) the Company Applicable Company, at its option, advises the Trustee in writing that it elects of its election to terminate the book-entry system through the Clearing Agency in respect of the Certificates or (iii) after the occurrence of an Event of Default, Certificate Owners of Book-Entry Certificates of such series evidencing Fractional Undivided Interests aggregating not less than a majority in interest in the related Trust, by Act of said Certificate Owners delivered to the Company and the Trustee, Trust advise the Applicable Company, the Trustee and the Clearing Agency through the Clearing Agency Participants in writing that the continuation of a book-entry system through the Clearing Agency Participants is no longer in the best interests of the Certificate Owners of such series, then the Trustee shall notify all Certificate Owners of such series, through the Clearing Agency, of the occurrence of any such event and of the availability of Definitive Certificates. Upon surrender to the Trustee of all the Certificates of such series held by the Clearing Agency, accompanied by written registration instructions from the Clearing Agency Participants for registration of Definitive Certificates in the names of Certificate Owners of such series, the Trustee shall issue execute, authenticate and deliver the Definitive Certificates of such series pursuant to Section 3.4 in accordance with the instructions of the Clearing Agency. Neither the Guarantor, any Company, the Registrar, the Paying Agent nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such registration instructions. Upon the issuance authentication and delivery of Definitive Certificates of such series, the Trustee shall recognize the Person Persons in whose name the Definitive Certificates are registered in the Register as Certificateholders hereunder. Neither None of the Company nor Applicable Company, the Guarantor and the Trustee shall be liable if the Trustee or the Applicable Company is unable to locate a qualified successor Clearing Agency.
(e) Except as otherwise provided in the related Trust Supplement, the Trustee shall enter into the applicable Letter of Representations with respect to such series of Certificates and fulfill its responsibilities thereunder.
(f) The provisions of this Section 3.09 3.9 may be made inapplicable to any series or may be amended with respect to any series in the related Trust Supplement.
Appears in 2 contracts
Samples: Pass Through Trust Agreement (Mobil Marine Finance Co I Inc), Pass Through Trust Agreement (Mobil Marine Finance Co I Inc)
Book-Entry and Definitive Certificates. (a) Except for one Certificate of each series that may be issued in a denomination of less other than an even multiple of $1,000, the Certificates of any series may be issued at the option of the Company in the form of one or more typewritten Certificates representing the Book-Entry Certificates of such series, to be delivered to The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Company. In such case, the Certificates of such series delivered to The Depository Trust Company shall initially be registered on the Register in the name of CEDE Cede & Co., the nominee of the initial Clearing Agency, and no Certificate Owner will receive a definitive certificate representing such Certificate Owner's ’s interest in the Certificates of such series, except as provided above and in Subsection (d) below. As to the Certificates of any series, except with respect to such series (other than the one Certificate of or such series that may be issued in a denomination of less other than an even multiple of $1,000), unless and until definitive, fully registered Certificates (the "“Definitive Certificates"”) have been issued pursuant to Subsection (d) below:
(i1) the provisions of this Section 3.09 3.05 shall be in full force and effect;
(ii2) the Company, the Paying Agent, the Registrar and the Trustee may deal with the Clearing Agency Participants for all purposes (including the making of distributions on the Certificates) as the authorized representatives of the Certificate Owners);
(iii3) to the extent that the provisions of this Section 3.09 3.05 conflict with any other provisions of this Agreement (other than the provisions of any Trust Supplement expressly amending this Section 3.09 3.05 as permitted by this Basic Agreement), the provisions of this Section 3.09 3.05 shall control;
(iv4) the rights of Certificate Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency Participants; and until Definitive Certificates are issued pursuant to Subsection (d) below, the Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and principal, interest and premium, if any, on the Certificates to such Clearing Agency Participants;
(5) such Certificates of such series may be transferred in whole, but not in part, and in the manner provided in Section 3.04, by the Clearing Agency holding such Certificates to a nominee of such Clearing Agency, or by such Clearing Agency to a successor Clearing Agency that has been selected or approved by the Company or to a nominee of such successor Clearing Agency; and
(v6) whenever this Agreement requires or permits actions to be taken based upon instructions or directions of Certificateholders of such series holding Certificates of such series evidencing a specified percentage of the Fractional Undivided Interests in the related Trust, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Certificate Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in Certificates of such series and has delivered such instructions to the Trustee. The None of the Company or the Trustee or any agent of any of them shall have no any obligation to determine whether the Clearing Agency has in fact received any such instructions.
(b) Except with respect to the one Certificate of each series that may be issued in a denomination of less than $1,000, whenever Whenever notice or other communication to the Certificateholders of such a series is required under this Agreement, unless and until Definitive Certificates shall have been issued pursuant to Subsection (d) below, the Trustee shall give all such notices and communications specified herein to be given to Certificateholders of such series to the Clearing Agency.
(c) Unless and until Definitive Certificates of a series are issued pursuant to Subsection (d) below, on Except as otherwise provided in the Record Date prior to each applicable Regular Distribution Date and Special Distribution Daterelated Trust Supplement, the Trustee will request from shall enter into the Clearing Agency a Securities Position Listing setting forth the names applicable Letter of all Clearing Agency Participants reflected on the Clearing Agency's books as holding interests in the Representations with respect to each series of Certificates on such Record Dateand fulfill its responsibilities thereunder.
(d) If with respect to the Certificates of any series (i) the Company advises the Trustee in writing that the Clearing Agency is no longer willing or able to discharge properly discharge its responsibilities and the Trustee or the Company is unable to locate a qualified successor, (ii) the Company Company, at its option, advises the Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or (iii) after the occurrence of an Event of Default, Certificate Owners of Book-Entry Certificates of such series evidencing Fractional Undivided Interests aggregating not less than a majority in interest in the related Trust, by Act of said such Certificate Owners delivered to the Company and the Trustee, advise the Company, the Trustee and the Clearing Agency through the Clearing Agency Participants in writing that the continuation of a book-entry system through the Clearing Agency Participants is no longer in the best interests of the Certificate Owners of such series, then the Trustee shall notify all Certificate Owners of such series, through the Clearing Agency, of the occurrence of any such event and of the availability of Definitive Certificates. Upon surrender to the Trustee of all the Certificates of such series held by the Clearing Agency, accompanied by registration instructions from the Clearing Agency Participants for registration of Definitive Certificates in the names of Certificate Owners of such series, the Trustee shall issue and deliver the Definitive Certificates of such series in accordance with the instructions of the Clearing Agency. Neither the Company, the Registrar, the Paying Agent nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such registration instructions. Upon the issuance of Definitive Certificates of such series, the Trustee shall recognize the Person Persons in whose name names the Definitive Certificates are registered in the Register as Certificateholders hereunder. Neither the Company nor the Trustee shall be liable if the Trustee or the Company is unable to locate a qualified successor Clearing Agency.
(e) Except as otherwise provided in the related Trust Supplement, the Trustee shall enter into the applicable Letter of Representations with respect to such series of Certificates and fulfill its responsibilities thereunder.
(f) The provisions of this Section 3.09 3.05 may be made inapplicable to any series or may be amended with respect to any series in the related Trust Supplement.
Appears in 2 contracts
Samples: Pass Through Trust Agreement (Jetblue Airways Corp), Pass Through Trust Agreement (Jetblue Airways Corp)
Book-Entry and Definitive Certificates. (a) Except for one Certificate of each series that may be issued in a denomination of less other than an even multiple of $1,000, the Certificates of any series may be issued at the option of the Company in the form of one or more typewritten Certificates representing the Book-Entry Certificates of such series, to be delivered to The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Company. In such case, the Certificates of such series delivered to The Depository Trust Company shall initially be registered on the Register in the name of CEDE Cede & Co., the nominee of the initial Clearing Agency, and no Certificate Owner will receive a definitive certificate representing such Certificate Owner's interest in the Certificates of such series, except as provided above and in Subsection (d) below. As to the Certificates of any series, except with respect to such series (other than the one Certificate of or such series that may be issued in a denomination of less other than an even multiple of $1,000), unless and until definitive, fully registered Certificates (the "Definitive Certificates") have been issued pursuant to Subsection (d) below:
(i1) the provisions of this Section 3.09 3.05 shall be in full force and effect;
(ii2) the Company, the Paying Agent, the Registrar and the Trustee may deal with the Clearing Agency Participants for all purposes (including the making of distributions on the Certificates) as the authorized representatives of the Certificate Owners);
(iii3) to the extent that the provisions of this Section 3.09 3.05 conflict with any other provisions of this Agreement (other than the provisions of any Trust Supplement expressly amending this Section 3.09 3.05 as permitted by this Basic Agreement), the provisions of this Section 3.09 3.05 shall control;
(iv4) the rights of Certificate Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency Participants; and until Definitive Certificates are issued pursuant to Subsection (d) below, the Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and principal, interest and premium, if any, on the Certificates to such Clearing Agency Participants;
(5) such Certificates of such series may be transferred in whole, but not in part, and in the manner provided in Section 3.04, by the Clearing Agency holding such Certificates to a nominee of such Clearing Agency, or by such Clearing Agency to a successor Clearing Agency that has been selected or approved by the Company or to a nominee of such successor Clearing Agency; and
(v6) whenever this Agreement requires or permits actions to be taken based upon instructions or directions of Certificateholders of such series holding Certificates of such series evidencing a specified percentage of the Fractional Undivided Interests in the related Trust, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Certificate Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in Certificates of such series and has delivered such instructions to the Trustee. The None of the Company, the Parent or the Trustee or any agent of any of them shall have no any obligation to determine whether the Clearing Agency has in fact received any such instructions.
(b) Except with respect to the one Certificate of each series that may be issued in a denomination of less than $1,000, whenever Whenever notice or other communication to the Certificateholders of such a series is required under this Agreement, unless and until Definitive Certificates shall have been issued pursuant to Subsection (d) below, the Trustee shall give all such notices and communications specified herein to be given to Certificateholders of such series to the Clearing Agency.
(c) Unless and until Definitive Certificates of a series are issued pursuant to Subsection (d) below, on Except as otherwise provided in the Record Date prior to each applicable Regular Distribution Date and Special Distribution Daterelated Trust Supplement, the Trustee will request from shall enter into the Clearing Agency a Securities Position Listing setting forth the names applicable Letter of all Clearing Agency Participants reflected on the Clearing Agency's books as holding interests in the Representations with respect to each series of Certificates on such Record Dateand fulfill its responsibilities thereunder.
(d) If with respect to the Certificates of any series (i) the Company advises the Trustee in writing that the Clearing Agency is no longer willing or able to discharge properly discharge its responsibilities and the Trustee or the Company is unable to locate a qualified successor, (ii) the Company Company, at its option, advises the Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or (iii) after the occurrence of an Event of Default, Certificate Owners of Book-Entry Certificates of such series evidencing Fractional Undivided Interests aggregating not less than a majority in interest in the related Trust, by Act of said such Certificate Owners delivered to the Company and the Trustee, advise the Company, the Trustee and the Clearing Agency through the Clearing Agency Participants in writing that the continuation of a book-entry system through the Clearing Agency Participants is no longer in the best interests of the Certificate Owners of such series, then the Trustee shall notify all Certificate Owners of such series, through the Clearing Agency, of the occurrence of any such event and of the availability of Definitive Certificates. Upon surrender to the Trustee of all the Certificates of such series held by the Clearing Agency, accompanied by registration instructions from the Clearing Agency Participants for registration of Definitive Certificates in the names of Certificate Owners of such series, the Trustee shall issue and deliver the Definitive Certificates of such series in accordance with the instructions of the Clearing Agency. Neither the Company, the Registrar, the Paying Agent nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such registration instructions. Upon the issuance of Definitive Certificates of such series, the Trustee shall recognize the Person Persons in whose name names the Definitive Certificates are registered in the Register as Certificateholders hereunder. Neither the Company nor the Trustee shall be liable if the Trustee or the Company is unable to locate a qualified successor Clearing Agency.
(e) Except as otherwise provided in the related Trust Supplement, the Trustee shall enter into the applicable Letter of Representations with respect to such series of Certificates and fulfill its responsibilities thereunder.
(f) The provisions of this Section 3.09 3.05 may be made inapplicable to any series or may be amended with respect to any series in the related Trust Supplement.
Appears in 2 contracts
Samples: Pass Through Trust Agreement (American Airlines Inc), Pass Through Trust Agreement (Amr Corp)
Book-Entry and Definitive Certificates. (a) Except for one Certificate of each series that may Certificates issued to Institutional Accredited Investors who are not also qualified institutional buyers ("NON-GLOBAL PURCHASERS"), which must be issued in a denomination the form of less than $1,000definitive, fully registered Certificates without interest coupons ("DEFINITIVE CERTIFICATES"), the Certificates of any series may be issued in the form of one or more typewritten Certificates representing the Book-Entry Certificates of such seriesCertificates, to be delivered to The Depository Trust CompanyDTC, the initial Clearing Agency, by, or on behalf of, the Company. In such case, the Certificates of such series delivered to The Depository Trust Company DTC shall initially be registered on the Register in the name of CEDE Cede & Co., the nominee of the initial Clearing Agency, and no Certificate Owner will receive a definitive certificate representing such Certificate Owner's interest in the Certificates of such seriesCertificates, except as provided above and in Subsection subsection (d) below. As to the Certificates of any series, except with respect to the one Certificate of such series that may be issued in a denomination of less than $1,000Book-Entry Certificates, unless and until definitive, fully registered Definitive Certificates (the "Definitive Certificates") have been issued pursuant to Subsection subsection (d) below:
: (i) the provisions of this Section 3.09 3.9 shall be in full force and effect;
; (ii) the Company, any Owner Trust, the Paying Agent, the Registrar and the Pass-Through Trustee may deal with the Clearing Agency Participants for all purposes (including the making of distributions on the Certificates) as the authorized representatives representative of the Certificate Owners;
; (iii) to the extent that the provisions of this Section 3.09 3.9 conflict with any other provisions of this Pass-Through Trust Agreement (other than the provisions of any Trust Supplement supplemental agreement amending this Section 3.09 3.9 as permitted by this Basic Pass-Through Trust Agreement), the provisions of this Section 3.09 3.9 shall control;
; (iv) the rights of Certificate Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency Participants; and until Definitive Certificates are issued pursuant to Subsection subsection (d) below, the Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest and premium, if any, on the Certificates to such Clearing Agency Participants; and
and (v) whenever wherever this Pass-Through Trust Agreement requires or permits actions to be taken based upon instructions or directions of Certificateholders of such series holding Certificates of such series evidencing a specified percentage of the Fractional Undivided Interests in the related Pass-Through Trust, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Certificate Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in Certificates of such series and has delivered such instructions to the Pass-Through Trustee. The Pass-Through Trustee shall have no obligation to determine whether the Clearing Agency has in fact received any such instructions.
(b) Except with With respect to the one Certificate of each series that may be issued in a denomination of less than $1,000Book-Entry Certificates, whenever notice or other communication to the Certificateholders of such series is required under this Pass-Through Trust Agreement, unless and until Definitive Certificates shall have been issued pursuant to Subsection subsection (d) below, the Pass-Through Trustee shall give all such notices and communications specified herein to be given to Certificateholders of such series to the Clearing Agency.Agency and/or the Clearing Agency Participants (and,
(c) Unless and until Definitive Certificates of a series are issued pursuant to Subsection subsection (d) below, on the Record Date prior to each applicable Regular Distribution Date and Special Distribution Date, the Pass-Through Trustee will request from the Clearing Agency a "Securities Position Listing Listing" setting forth the names of all Clearing Agency Participants reflected on the Clearing Agency's books as holding interests in the Certificates on such Record Date. The Pass-Through Trustee shall mail to each such Clearing Agency Participant the statements described in Section 4.3 hereof.
(d) If with respect to the Certificates of any series (i) the Company advises the Pass-Through Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities and the Trustee or the Company is unable to locate a qualified successorsuccessor within 90 days, (ii) the Company (or, following the occurrence of a Lease Event of Default, the applicable Owner Trusts) at its option, advises the Pass-Through Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or (iii) after the occurrence of an Event of Default, Certificate Owners of Book-Entry Certificates of such series evidencing Fractional Undivided Interests aggregating not less than a majority in interest in the related Pass-Through Trust, by Act of said Certificate Owners delivered to the Company and the Pass-Through Trustee, advise the Company, the Owner Trusts, the Pass-Through Trustee and the Clearing Agency through the Clearing Agency Participants in writing that the continuation of a book-entry system through the Clearing Agency Participants is no longer in the best interests of the Certificate Owners of such seriesOwners, then the Pass-Through Trustee shall notify all Certificate Owners of such seriesOwners, through the Clearing Agency, of the occurrence of any such event and of the availability of Definitive Certificates. Upon surrender to the Pass-Through Trustee of all the Certificates of such series held by the Clearing Agency, accompanied by registration instructions from the Clearing Agency Participants for registration of Definitive Certificates in the names of Certificate Owners of such seriesOwners, the Trustee Pass-Through Trust shall issue and deliver the Definitive Certificates of such series in accordance with the instructions of the Clearing Agency. Neither None of the Company, the Owner Trusts, the Registrar, the Paying Agent nor or the Pass-Through Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such registration instructions. Upon the issuance of Definitive Certificates of such seriesCertificates, the Pass-Through Trustee shall recognize the Person in whose name the Definitive Certificates are registered in the Register as Certificateholders Certificateholder hereunder. Neither the Company nor the Pass-Through Trustee shall be liable if the Trustee or the Company is unable to locate a qualified successor Clearing Agency.
(e) Except The Initial Certificates sold in offshore transactions in reliance on Regulation S under the Securities Act will be represented initially by a single, temporary Book-Entry Certificate, in definitive, fully registered form without interest coupons (the "TEMPORARY REGULATION S GLOBAL CERTIFICATE") and will be deposited with the Pass-Through Trustee as otherwise provided custodian for DTC and registered in the related name of a nominee of DTC for the accounts of Xxxxxx Guaranty Trust SupplementCompany of New York, Brussels Office, as operator of the Euroclear System ("EUROCLEAR"), and Clearstream, Luxembourg Banking, SOCIETE ANONYME ("CLEARSTREAM, LUXEMBOURG"). Each Temporary Regulation S Global Certificate will be exchangeable for a single, permanent Book-Entry Certificate (the "PERMANENT REGULATION S GLOBAL CERTIFICATE," and together with the Temporary Regulation S Global Certificate, the "REGULATION S GLOBAL CERTIFICATE") on or after 40 days after the later of the commencement of the offering of the Initial
(f) The Initial Certificates sold in reliance on Rule 144A under the Securities Act will be represented by a single, permanent Book-Entry Certificate, in definitive, fully registered form without interest coupons (the "RESTRICTED GLOBAL CERTIFICATE") and will be deposited with the Pass-Through Trustee as custodian for DTC and registered in the name of a nominee of DTC. Prior to the 40th day after the later of the commencement of the offering of the Initial Certificates and the Closing Date, a beneficial interest in the Temporary Regulation S Global Certificate may be transferred to a person who takes delivery in the form of an interest in the Restricted Global Certificate only upon receipt by the Pass-Through Trustee of a written certification from the transferor (in the form of Exhibit C hereto) to the effect that such transfer is being made to a person who the transferor reasonably believes is a "qualified institutional buyer" within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction. Beneficial interests in the Restricted Global Certificate may be transferred to a person who takes delivery in the form of an interest in the Regulation S Global Certificate whether before, on or after such 40th day, only upon receipt by the Pass-Through Trustee of a written certification (in the form of Exhibit C hereto) to the effect that such transfer is being made in accordance with Regulation S under the Securities Act and, if such transfer occurs prior to such 40th day, the interest will be held immediately thereafter only through Euroclear or Clearstream, Luxembourg. The aggregate initial principal amount of the Restricted Global Certificate may from time to time be increased or decreased by adjustments made on the records of the Pass-Through Trustee, as custodian for DTC, in connection with a corresponding decrease or increase in the aggregate initial principal amount of a Definitive Certificate or a Regulation S Global Certificate, as hereinafter provided.
(g) The Exchange Certificates shall be issued in the form of one or more global Certificates substantially in the form of Exhibit A hereto (each, a "GLOBAL EXCHANGE CERTIFICATE"), except that (i) the restricted legend shall be omitted and (ii) such Exchange Certificates shall contain such appropriate insertions, omissions, substitutions and other variations from the form set forth in Exhibit A hereto relating to the nature of the Exchange Certificates as the Responsible Officer of the Pass-Through Trustee executing such Exchange Certificates on behalf of the Pass-Through Trust may determine, as evidenced by such officer's execution on behalf of the Pass-Through Trust of such Exchange Certificates. Such Global Exchange Certificates shall be in registered form and be registered in the name of DTC and deposited with the Pass-Through Trustee, at its Corporate Trust Office, as custodian for DTC. The aggregate principal amount of any Global Exchange Certificate may from time to time be increased or decreased by adjustments made on the records of the Pass-Through Trustee, as custodian for DTC for such Global Exchange Certificate, which adjustments shall be conclusive as to the aggregate principal amount of any such Global Exchange Certificate. Subject to clause (i) and (ii) of the first sentence of this Section 3.9(g), the terms hereof applicable to Restricted Global Certificates and/or Global Certificates shall apply to the Global Exchange Certificates, MUTATIS MUTANDIS.
(h) Any beneficial interest in one of the Book-Entry Certificates that is transferred to a person who takes delivery in the form of an interest in another Book-Entry Certificate will, upon transfer, cease to be an interest in such Book-Entry Certificate and become an interest in such other Book Entry Certificate and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interests in such other Book-Entry Certificate for so long as it remains such an interest. Upon the transfer of Definitive Certificates from a Non-Global Purchaser to a qualified institutional buyer or in accordance with Regulation S, such Definitive Certificates will be exchanged for an interest in a Book-Entry Certificate. The Certificates shall not be issuable in bearer form.
(i) The Company and, if necessary, the Pass-Through Trustee shall each enter into the applicable Letter of Representations with respect to such series of the Certificates and fulfill its responsibilities thereunder.
(f) The provisions of this . Section 3.09 may be made inapplicable to any series or may be amended with respect to any series in the related Trust Supplement.3.10
Appears in 2 contracts
Samples: Pass Through Trust Agreement (Edison Mission Energy), Pass Through Trust Agreement (Edison Mission Energy)
Book-Entry and Definitive Certificates. (a) Except for one Certificate of each series that may be issued in a denomination of less than $1,000, the The Certificates of any series may be issued in the form of one or more typewritten Certificates representing the Book-Book- Entry Certificates of such series, to be delivered to The Depository Trust CompanyDTC, the initial Clearing Agency, by, or on behalf of, the Company. In such case, the Certificates of such series delivered to The Depository Trust Company DTC shall initially be registered on the Register in the name of CEDE Cede & Co., the nominee of the initial Clearing Agency, and no Certificate Owner will receive a definitive certificate representing such Certificate Owner's ’s interest in the Certificates of such series, except as provided above and in Subsection (d) below. As to the Certificates of any series, except with respect to the one Certificate of such series that may be issued in a denomination of less than $1,000, unless and until definitive, fully registered Certificates (the "“Definitive Certificates"”) have been issued pursuant to Subsection (d) below:
(i) the provisions of this Section 3.09 3.05 shall be in full force and effect;
(ii) the Company, the Paying Agent, the Registrar and the Trustee may deal with the Clearing Agency Participants for all purposes (including the making of distributions on the Certificates) as the authorized representatives of the Certificate Owners;
(iii) to the extent that the provisions of this Section 3.09 3.05 conflict with any other provisions of this Agreement (other than the provisions of any Trust Supplement expressly amending this Section 3.09 3.05 as permitted by this Basic Agreement), the provisions of this Section 3.09 3.05 shall control;
(iv) the rights of Certificate Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency Participants; and until Definitive Certificates are issued pursuant to Subsection (d) below, the Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and principal, interest and premium, if any, on the Certificates to such Clearing Agency Participants; and
(v) whenever this Agreement requires or permits actions to be taken based upon instructions or directions of Certificateholders of such series holding Certificates of such series evidencing a specified percentage of the Fractional Undivided Interests in the related Trust, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Certificate Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in Certificates of such series and has delivered such instructions to the Trustee. The Trustee shall have no obligation to determine whether the Clearing Agency has in fact received any such instructions.
(b) Except with respect to the one Certificate of each series that may be issued in a denomination of less than $1,000, whenever Whenever notice or other communication to the Certificateholders of such series is required under this Agreement, unless and until Definitive Certificates shall have been issued pursuant to Subsection (d) below, the Trustee shall give all such notices and communications specified herein to be given to Certificateholders of such series to the Clearing Agency.
(c) Unless and until Definitive Certificates of a series are issued pursuant to Subsection (d) below, on the Record Date prior to each applicable Regular Distribution Date and Special Distribution Date, as stated in Section 4.03(a) the Trustee will request from the Clearing Agency a Securities Position Listing securities position listing setting forth the names of all Clearing Agency Participants reflected on the Clearing Agency's ’s books as holding interests in the Certificates on such Record Date.
(d) If with respect to the Certificates of any series (i) the Company advises the Trustee in writing that the Clearing Agency is no longer willing or able to discharge properly discharge its responsibilities and the Trustee or the Company is unable to locate a qualified successor, (ii) the Company Company, at its option, advises the Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or (iii) after the occurrence of an Event of Default, Certificate Owners of Book-Entry Certificates of such series evidencing Fractional Undivided Interests aggregating not less than a majority in interest in the related Trust, by Act of said such Certificate Owners delivered to the Company and the Trustee, advise the Company, the Trustee and the Clearing Agency through the Clearing Agency Participants in writing that the continuation of a book-entry system through the Clearing Agency Participants is no longer in the best interests of the Certificate Owners of such series, then the Trustee shall notify all Certificate Owners of such series, through the Clearing Agency, of the occurrence of any such event and of the availability of Definitive Certificates. Upon surrender to the Trustee of all the Certificates of such series held by the Clearing Agency, accompanied by registration instructions from the Clearing Agency Participants for registration of Definitive Certificates in the names of Certificate Owners of such series, the Trustee shall issue and deliver the Definitive Certificates of such series in accordance with the instructions of the Clearing Agency. Neither the Company, the Registrar, the Paying Agent nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such registration instructions. Upon the issuance of Definitive Certificates of such series, the Trustee shall recognize the Person in whose name the Definitive Certificates are registered in the Register as Certificateholders hereunder. Neither the Company nor the Trustee shall be liable to the Certificateholders or any other Person if the Trustee or the Company is unable to locate a qualified successor Clearing Agency.
(e) Except as otherwise provided in the related Trust Supplement, the Trustee shall enter into the applicable Letter of Representations with respect to such series of Certificates and fulfill its responsibilities thereunder.
(f) The provisions of this Section 3.09 3.05 may be made inapplicable to any series or may be amended with respect to any series in the related Trust Supplement.
Appears in 2 contracts
Samples: Pass Through Trust Agreement (Sun Country Airlines Holdings, Inc.), Pass Through Trust Agreement (Sun Country Airlines Holdings, Inc.)
Book-Entry and Definitive Certificates. (a) Except for one Certificate of each series that may be issued in a denomination of less than $1,000, the The Certificates of any series may be issued in the form of one or more typewritten Certificates representing the Book-Entry Certificates of such series, to be delivered to The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Company. In such case, the Certificates of such series delivered to The Depository Trust Company shall initially be registered on the Register in the name of CEDE & Co., the nominee of the initial Clearing Agency, and no Certificate Owner will receive a definitive certificate representing such Certificate Owner's ’s interest in the Certificates of such series, except as provided above and in Subsection (d) below. As to the Certificates of any series, except with respect to the one Certificate of such series that may be issued in a denomination of less than $1,000, unless and until definitive, fully registered Certificates (the "“Definitive Certificates"”) have been issued pursuant to Subsection (d) below:
(i) the provisions of this Section 3.09 3.05 shall be in full force and effect;
(ii) the Company, the Paying Agent, the Registrar and the Trustee may deal with the Clearing Agency Participants for all purposes (including the making of distributions on the Certificates) as the authorized representatives of the Certificate Owners;
(iii) to the extent that the provisions of this Section 3.09 3.05 conflict with any other provisions of this Agreement (other than the provisions of any Trust Supplement expressly amending this Section 3.09 3.05 as permitted by this Basic Agreement), the provisions of this Section 3.09 3.05 shall control;
(iv) the rights of Certificate Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency Participants; and until Definitive Certificates are issued pursuant to Subsection (d) below, the Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and principal, interest and premium, if any, on the Certificates to such Clearing Agency Participants; and
(v) whenever this Agreement requires or permits actions to be taken based upon instructions or directions of Certificateholders of such series holding Certificates of such series evidencing a specified percentage of the Fractional Undivided Interests in the related Trust, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Certificate Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in Certificates of such series and has delivered such instructions to the Trustee. The None of the Company, the Parent or the Trustee or any agent of any of them shall have no any obligation to determine whether the Clearing Agency has in fact received any such instructions.
(b) Except with respect to the one Certificate of each series that may be issued in a denomination of less than $1,000, whenever Whenever notice or other communication to the Certificateholders of such series is required under this Agreement, unless and until Definitive Certificates shall have been issued pursuant to Subsection (d) below, the Trustee shall give all such notices and communications specified herein to be given to Certificateholders of such series to the Clearing Agency.
(c) Unless and until Definitive Certificates of a series are issued pursuant to Subsection (d) below, on the Record Date prior to each applicable Regular Distribution Date and Special Distribution Date, as stated in Section 4.03(a) the Trustee will request from the Clearing Agency a Securities Position Listing securities position listing setting forth the names of all Clearing Agency Participants reflected on the Clearing Agency's ’s books as holding interests in the Certificates on such Record Date.
(d) If with respect to the Certificates of any series (i) the Company advises the Trustee in writing that the Clearing Agency is no longer willing or able to discharge properly discharge its responsibilities and the Trustee or the Company is unable to locate a qualified successor, (ii) the Company Company, at its option, advises the Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or (iii) after the occurrence of an Event of Default, Certificate Owners of Book-Entry Certificates of such series evidencing Fractional Undivided Interests aggregating not less than a majority in interest in the related Trust, by Act of said such Certificate Owners delivered to the Company and the Trustee, advise the Company, the Trustee and the Clearing Agency through the Clearing Agency Participants in writing that the continuation of a book-entry system through the Clearing Agency Participants is no longer in the best interests of the Certificate Owners of such series, then the Trustee shall notify all Certificate Owners of such series, through the Clearing Agency, of the occurrence of any such event and of the availability of Definitive Certificates. Upon surrender to the Trustee of all the Certificates of such series held by the Clearing Agency, accompanied by registration instructions from the Clearing Agency Participants for registration of Definitive Certificates in the names of Certificate Owners of such series, the Trustee shall issue and deliver the Definitive Certificates of such series in accordance with the instructions of the Clearing Agency. Neither None of the Company, the Registrar, the Paying Agent nor or the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such registration instructions. Upon the issuance of Definitive Certificates of such series, the Trustee shall recognize the Person in whose name the Definitive Certificates are registered in the Register as Certificateholders hereunder. Neither the Company nor the Trustee shall be liable to the Certificateholders or any other Person if the Trustee or the Company is unable to locate a qualified successor Clearing Agency.
(e) Except as otherwise provided in the related Trust Supplement, the Trustee shall enter into the applicable Letter of Representations with respect to such series of Certificates and fulfill its responsibilities thereunder.
(f) The provisions of this Section 3.09 3.05 may be made inapplicable to any series or may be amended with respect to any series in the related Trust Supplement.
Appears in 2 contracts
Samples: Pass Through Trust Agreement (Hawaiian Holdings Inc), Pass Through Trust Agreement (Hawaiian Holdings Inc)
Book-Entry and Definitive Certificates. (a) Except for one Certificate of each series that may be issued in a denomination of less other than an even multiple of $1,000, the Certificates of any series may be issued at the option of the Company in the form of one or more typewritten Certificates representing the Book-Entry Certificates of such series, to be delivered to The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Company. In such case, the Certificates of such series delivered to The Depository Trust Company shall initially be registered on the Register in the name of CEDE Cede & Co., the nominee of the initial Clearing Agency, and no Certificate Owner will receive a definitive certificate representing such Certificate Owner's ’s interest in the Certificates of such series, except as provided above and in Subsection (d) below. As to the Certificates of any series, except with respect to such series (other than the one Certificate of such series that may be issued in a denomination of less other than an even multiple of $1,000), unless and until definitive, fully registered Certificates (the "“Definitive Certificates"”) have been issued pursuant to Subsection (d) below:
(i) the provisions of this Section 3.09 3.05 shall be in full force and effect;
(ii) the Company, the Paying Agent, the Registrar and the Trustee may deal with the Clearing Agency Participants for all purposes (including the making of distributions on the Certificates) as the authorized representatives of the Certificate Owners);
(iii) to the extent that the provisions of this Section 3.09 3.05 conflict with any other provisions of this Agreement (other than the provisions of any Trust Supplement expressly amending this Section 3.09 3.05 as permitted by this Basic Agreement), the provisions of this Section 3.09 3.05 shall control;
(iv) the rights of Certificate Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency and/or the Clearing Agency Participants; and until Definitive Certificates are issued pursuant to Subsection (d) below, the Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and principal, interest and premium, if any, on the Certificates to such Clearing Agency Participants;
(v) such Certificates of such series may be transferred in whole, but not in part, and in the manner provided in Section 3.04, by the Clearing Agency holding such Certificates to a nominee of such Clearing Agency, or by such Clearing Agency to a successor Clearing Agency that has been selected or approved by the Company or to a nominee of such successor Clearing Agency; and
(vvi) whenever this Agreement requires or permits actions to be taken based upon instructions or directions of Certificateholders of such series holding Certificates of such series evidencing a specified percentage of the Fractional Undivided Interests in the related Trust, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Certificate Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in Certificates of such series and has delivered such instructions to the Trustee. The None of the Company, the Parent or the Trustee or any agent of any of them shall have no any obligation to determine whether the Clearing Agency has in fact received any such instructions.
(b) Except with respect to the one Certificate of each series that may be issued in a denomination of less than $1,000, whenever Whenever notice or other communication to the Certificateholders of such a series is required under this Agreement, unless and until Definitive Certificates shall have been issued pursuant to Subsection (d) below, the Trustee shall give all such notices and communications specified herein in this Agreement to be given to Certificateholders of such series to the Clearing Agency.
(c) Unless and until Definitive Certificates of a series are issued pursuant to Subsection (d) below, on the Record Date prior to each applicable Regular Distribution Date and Special Distribution Date, the Trustee will request from the Clearing Agency a Securities Position Listing securities position listing setting forth the names of all Clearing Agency Participants reflected on the Clearing Agency's ’s books as holding interests in the Certificates on such Record Date.
(d) If with respect to the Certificates of any series (i) the Company advises the Trustee in writing that the Clearing Agency is no longer willing or able to discharge properly discharge its responsibilities and the Trustee or the Company is unable to locate a qualified successor, (ii) the Company Company, at its option, advises the Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or (iii) after the occurrence of an Event of Default, Certificate Owners of Book-Entry Certificates of such series evidencing Fractional Undivided Interests aggregating not less than a majority in interest in the related Trust, by Act of said such Certificate Owners delivered to the Company and the Trustee, advise the Company, the Trustee and the Clearing Agency through the Clearing Agency Participants in writing that the continuation of a book-entry system through the Clearing Agency Participants is no longer in the best interests of the Certificate Owners of such series, then the Trustee shall notify all Certificate Owners of such series, through the Clearing Agency, of the occurrence of any such event and of the availability of Definitive Certificates. Upon surrender to the Trustee of all the Certificates of such series held by the Clearing Agency, accompanied by registration instructions from the Clearing Agency Participants for registration of Definitive Certificates in the names of Certificate Owners of such series, the Trustee shall issue and deliver the Definitive Certificates of such series in accordance with the instructions of the Clearing Agency. Neither None of the Company, the Registrar, the Paying Agent nor or the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such registration instructions. Upon the issuance of Definitive Certificates of such series, the Trustee shall recognize the Person Persons in whose name names the Definitive Certificates are registered in the Register as Certificateholders hereunderunder this Agreement. Neither the Company nor the Trustee shall be liable if the Trustee or the Company is unable to locate a qualified successor Clearing Agency.
(e) Except as otherwise provided in the related Trust Supplement, the Trustee shall enter into the applicable Letter of Representations with respect to such series of Certificates and fulfill its responsibilities thereunder.
(f) The provisions of this Section 3.09 3.05 may be made inapplicable to any series or may be amended with respect to any series in the related Trust Supplement.
Appears in 2 contracts
Samples: Trust Supplement (American Airlines Inc), Pass Through Trust Agreement (Us Airways Inc)
Book-Entry and Definitive Certificates. (a) Except for one Certificate of each series that may be issued in a denomination of less than $1,000, the The Certificates of any series may be issued in the form of one or more typewritten Certificates representing the Book-Entry Certificates of such series, to be delivered to The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Company. In such case, the Certificates of such series delivered to The Depository Trust Company shall initially be registered on the Register in the name of CEDE & Co., the nominee of the initial Clearing Agency, and no Certificate Owner will receive a definitive certificate representing such Certificate Owner's ’s interest in the Certificates of such series, except as provided above and in Subsection (d) below. As to the Certificates of any series, except with respect to the one Certificate of such series that may be issued in a denomination of less than $1,000, unless and until definitive, fully registered Certificates (the "“Definitive Certificates"”) have been issued pursuant to Subsection (d) below:
(i) the provisions of this Section 3.09 3.05 shall be in full force and effect;
(ii) the Company, the Paying Agent, the Registrar and the Trustee may deal with the Clearing Agency Participants for all purposes (including the making of distributions on the Certificates) as the authorized representatives of the Certificate Owners;
(iii) to the extent that the provisions of this Section 3.09 3.05 conflict with any other provisions of this Agreement (other than the provisions of any Trust Supplement expressly amending this Section 3.09 3.05 as permitted by this Basic Agreement), the provisions of this Section 3.09 3.05 shall control;
(iv) the rights of Certificate Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency Participants; and until Definitive Certificates are issued pursuant to Subsection (d) below, the Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and principal, interest and premium, if any, on the Certificates to such Clearing Agency Participants; and
(v) whenever this Agreement requires or permits actions to be taken based upon instructions or directions of Certificateholders of such series holding Certificates of such series evidencing a specified percentage of the Fractional Undivided Interests in the related Trust, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Certificate Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in Certificates of such series and has delivered such instructions to the Trustee. The Trustee shall have no obligation to determine whether the Clearing Agency has in fact received any such instructions.
(b) Except with respect to the one Certificate of each series that may be issued in a denomination of less than $1,000, whenever Whenever notice or other communication to the Certificateholders of such series is required under this Agreement, unless and until Definitive Certificates shall have been issued pursuant to Subsection (d) below, the Trustee shall give all such notices and communications specified herein to be given to Certificateholders of such series to the Clearing Agency.
(c) Unless and until Definitive Certificates of a series are issued pursuant to Subsection (d) below, on the Record Date prior to each applicable Regular Distribution Date and Special Distribution Date, as stated in Section 4.03(a) the Trustee will request from the Clearing Agency a Securities Position Listing securities position listing setting forth the names of all Clearing Agency Participants reflected on the Clearing Agency's ’s books as holding interests in the Certificates on such Record Date.
(d) If with respect to the Certificates of any series (i) the Company advises the Trustee in writing that the Clearing Agency is no longer willing or able to discharge properly discharge its responsibilities and the Trustee or the Company is unable to locate a qualified successor, (ii) the Company Company, at its option, advises the Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or (iii) after the occurrence of an Event of Default, Certificate Owners of Book-Entry Certificates of such series evidencing Fractional Undivided Interests aggregating not less than a majority in interest in the related Trust, by Act of said such Certificate Owners delivered to the Company and the Trustee, advise the Company, the Trustee and the Clearing Agency through the Clearing Agency Participants in writing that the continuation of a book-entry system through the Clearing Agency Participants is no longer in the best interests of the Certificate Owners of such series, then the Trustee shall notify all Certificate Owners of such series, through the Clearing Agency, of the occurrence of any such event and of the availability of Definitive Certificates. Upon surrender to the Trustee of all the Certificates of such series held by the Clearing Agency, accompanied by registration instructions from the Clearing Agency Participants for registration of Definitive Certificates in the names of Certificate Owners of such series, the Trustee shall issue and deliver the Definitive Certificates of such series in accordance with the instructions of the Clearing Agency. Neither the Company, the Registrar, the Paying Agent nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such registration instructions. Upon the issuance of Definitive Certificates of such series, the Trustee shall recognize the Person in whose name the Definitive Certificates are registered in the Register as Certificateholders hereunder. Neither the Company nor the Trustee shall be liable to the Certificateholders or any other Person if the Trustee or the Company is unable to locate a qualified successor Clearing Agency.
(e) Except as otherwise provided in the related Trust Supplement, the Trustee shall enter into the applicable Letter of Representations with respect to such series of Certificates and fulfill its responsibilities thereunder.
(f) The provisions of this Section 3.09 3.05 may be made inapplicable to any series or may be amended with respect to any series in the related Trust Supplement.
Appears in 2 contracts
Samples: Pass Through Trust Agreement (United Air Lines Inc), Pass Through Trust Agreement (United Air Lines Inc)
Book-Entry and Definitive Certificates. (a) Except for one Certificate of each series that may be issued in a denomination of less other than an even multiple of $1,000, the Certificates of any series may be issued at the option of the Company in the form of one or more typewritten Certificates representing the Book-Entry Certificates of such series, to be delivered to The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Company. In such case, the Certificates of such series delivered to The Depository Trust Company shall initially be registered on the Register in the name of CEDE Cede & Co., the nominee of the initial Clearing Agency, and no Certificate Owner will receive a definitive certificate representing such Certificate Owner's interest in the Certificates of such series, except as provided above and in Subsection (d) below. As to the Certificates of any series, except with respect to such series (other than the one Certificate of such series that may be issued in a denomination of less other than an even multiple of $1,000), unless and until definitive, fully registered Certificates (the "Definitive CertificatesDEFINITIVE CERTIFICATES") have been issued pursuant to Subsection (d) below:
(i) the provisions of this Section 3.09 3.05 shall be in full force and effect;
(ii) the Company, the Paying Agent, the Registrar and the Trustee may deal with the Clearing Agency Participants for all purposes (including the making of distributions on the Certificates) as the authorized representatives of the Certificate Owners);
(iii) to the extent that the provisions of this Section 3.09 3.05 conflict with any other provisions of this Agreement (other than the provisions of any Trust Supplement expressly amending this Section 3.09 3.05 as permitted by this Basic Agreement), the provisions of this Section 3.09 3.05 shall control;
(iv) the rights of Certificate Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency and/or the Clearing Agency Participants; and until Definitive Certificates are issued pursuant to Subsection (d) below, the Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and principal, interest and premium, if any, on the Certificates to such Clearing Agency Participants;
(v) such Certificates of such series may be transferred in whole, but not in part, and in the manner provided in Section 3.04, by the Clearing Agency holding such Certificates to a nominee of such Clearing Agency, or by such Clearing Agency to a successor Clearing Agency that has been selected or approved by the Company or to a nominee of such successor Clearing Agency; and
(vvi) whenever this Agreement requires or permits actions to be taken based upon instructions or directions of Certificateholders of such series holding Certificates of such series evidencing a specified percentage of the Fractional Undivided Interests in the related Trust, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Certificate Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in Certificates of such series and has delivered such instructions to the Trustee. The None of the Company, the Parent or the Trustee or any agent of any of them shall have no any obligation to determine whether the Clearing Agency has in fact received any such instructions.
(b) Except with respect to the one Certificate of each series that may be issued in a denomination of less than $1,000, whenever Whenever notice or other communication to the Certificateholders of such a series is required under this Agreement, unless and until Definitive Certificates shall have been issued pursuant to Subsection (d) below, the Trustee shall give all such notices and communications specified herein in this Agreement to be given to Certificateholders of such series to the Clearing Agency.
(c) Unless and until Definitive Certificates of a series are issued pursuant to Subsection (d) below, on the Record Date prior to each applicable Regular Distribution Date and Special Distribution Date, the Trustee will request from the Clearing Agency a Securities Position Listing securities position listing setting forth the names of all Clearing Agency Participants reflected on the Clearing Agency's books as holding interests in the Certificates on such Record Date.
(d) If with respect to the Certificates of any series (i) the Company advises the Trustee in writing that the Clearing Agency is no longer willing or able to discharge properly discharge its responsibilities and the Trustee or the Company is unable to locate a qualified successor, (ii) the Company Company, at its option, advises the Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or (iii) after the occurrence of an Event of Default, Certificate Owners of Book-Entry Certificates of such series evidencing Fractional Undivided Interests aggregating not less than a majority in interest in the related Trust, by Act of said such Certificate Owners delivered to the Company and the Trustee, advise the Company, the Trustee and the Clearing Agency through the Clearing Agency Participants in writing that the continuation of a book-entry system through the Clearing Agency Participants is no longer in the best interests of the Certificate Owners of such series, then the Trustee shall notify all Certificate Owners of such series, through the Clearing Agency, of the occurrence of any such event and of the availability of Definitive Certificates. Upon surrender to the Trustee of all the Certificates of such series held by the Clearing Agency, accompanied by registration instructions from the Clearing Agency Participants for registration of Definitive Certificates in the names of Certificate Owners of such series, the Trustee shall issue and deliver the Definitive Certificates of such series in accordance with the instructions of the Clearing Agency. Neither None of the Company, the Registrar, the Paying Agent nor or the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such registration instructions. Upon the issuance of Definitive Certificates of such series, the Trustee shall recognize the Person Persons in whose name names the Definitive Certificates are registered in the Register as Certificateholders hereunderunder this Agreement. Neither the Company nor the Trustee shall be liable if the Trustee or the Company is unable to locate a qualified successor Clearing Agency.
(e) Except as otherwise provided in the related Trust Supplement, the Trustee shall enter into the applicable Letter of Representations with respect to such series of Certificates and fulfill its responsibilities thereunder.
(f) The provisions of this Section 3.09 3.05 may be made inapplicable to any series or may be amended with respect to any series in the related Trust Supplement.
Appears in 2 contracts
Samples: Pass Through Trust Agreement (America West Airlines Inc), Pass Through Trust Agreement (America West Airlines Inc)
Book-Entry and Definitive Certificates. (a) Except for one Certificate of each series that may be issued in a denomination of less other than an even multiple of $1,000, the Certificates of any series may be issued at the option of the Company in the form of one or more typewritten Certificates representing the Book-Entry Certificates of such series, to be delivered to The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Company. In such case, the Certificates of such series delivered to The Depository Trust Company shall initially be registered on the Register in the name of CEDE the initial Clearing Agency, Cede & Co., the nominee of the initial Clearing AgencyAgency or such other nominee of the initial Clearing Agency as it may so direct, and no Certificate Owner will receive a definitive certificate representing such Certificate Owner's ’s interest in the Certificates of such series, except as provided above and in Subsection (d) below. As to the Certificates of any series, except with respect to such series (other than the one Certificate of or such series that may be issued in a denomination of less other than an even multiple of $1,000), unless and until definitive, fully registered Certificates (the "“Definitive Certificates"”) have been issued pursuant to Subsection (d) below:
(i1) the provisions of this Section 3.09 3.05 shall be in full force and effect;
(ii2) the Company, the Paying Agent, the Registrar and the Trustee may deal with the Clearing Agency Participants for all purposes (including the making of distributions on the Certificates) as the authorized representatives of the Certificate Owners);
(iii3) to the extent that the provisions of this Section 3.09 conflict with any other provisions of this Agreement (other than the provisions of any Trust Supplement expressly amending this Section 3.09 3.05 as permitted by this Basic Agreement), the provisions of this Section 3.09 3.05 shall control;
(iv4) the rights of Certificate Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency Participants; and until Definitive Certificates are issued pursuant to Subsection (d) below, the Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and principal, interest and premium, if any, on the Certificates to such Clearing Agency Participants;
(5) such Certificates of such series may be transferred in whole, but not in part, and in the manner provided in Section 3.04, by the Clearing Agency holding such Certificates to a nominee of such Clearing Agency, or by such Clearing Agency to a successor Clearing Agency that has been selected or approved by the Company or to a nominee of such successor Clearing Agency; and
(v6) whenever this Agreement requires or permits actions to be taken based upon instructions or directions of Certificateholders of such series holding Certificates of such series evidencing a specified percentage of the Fractional Undivided Interests in the related Trust, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Certificate Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in Certificates of such series and has delivered such instructions to the Trustee. The None of the Company, the Parent or the Trustee or any agent of any of them shall have no any obligation to determine whether the Clearing Agency has in fact received any such instructions.
(b) Except with respect to the one Certificate of each series that may be issued in a denomination of less than $1,000, whenever Whenever notice or other communication to the Certificateholders of such a series is required under this Agreement, unless and until Definitive Certificates shall have been issued pursuant to Subsection (d) below, the Trustee shall give all such notices and communications specified herein to be given to Certificateholders of such series to the Clearing Agency.
(c) Unless and until Definitive Certificates of a series are issued pursuant to Subsection (d) below, on Except as otherwise provided in the Record Date prior to each applicable Regular Distribution Date and Special Distribution Daterelated Trust Supplement, the Trustee will request from shall enter into the Clearing Agency a Securities Position Listing setting forth the names applicable Letter of all Clearing Agency Participants reflected on the Clearing Agency's books as holding interests in the Representations with respect to each series of Certificates on such Record Dateand fulfill its responsibilities thereunder.
(d) If with respect to the Certificates of any series (i) the Company advises the Trustee in writing that the Clearing Agency is no longer willing or able to discharge properly discharge its responsibilities and the Trustee or the Company is unable to locate a qualified successor, (ii) the Company Company, at its option, advises the Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or (iii) after the occurrence of an Event of Default, Certificate Owners of Book-Entry Certificates of such series evidencing Fractional Undivided Interests aggregating not less than a majority in interest in the related Trust, by Act of said such Certificate Owners delivered to the Company and the Trustee, advise the Company, the Trustee and the Clearing Agency through the Clearing Agency Participants in writing that the continuation of a book-entry system through the Clearing Agency Participants is no longer in the best interests of the Certificate Owners of such series, then the Trustee shall notify all Certificate Owners of such series, through the Clearing Agency, of the occurrence of any such event and of the availability of Definitive Certificates. Upon surrender to the Trustee of all the Certificates of such series held by the Clearing Agency, accompanied by registration instructions from the Clearing Agency Participants for registration of Definitive Certificates in the names of Certificate Owners of such series, the Trustee shall issue and deliver the Definitive Certificates of such series in accordance with the instructions of the Clearing Agency. Neither the Company, the Registrar, the Paying Agent nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such registration instructions. Upon the issuance of Definitive Certificates of such series, the Trustee shall recognize the Person Persons in whose name names the Definitive Certificates are registered in the Register as Certificateholders hereunder. Neither the Company nor the Trustee shall be liable if the Trustee or the Company is unable to locate a qualified successor Clearing Agency.
(e) Except as otherwise provided in the related Trust Supplement, the Trustee shall enter into the applicable Letter of Representations with respect to such series of Certificates and fulfill its responsibilities thereunder.
(f) The provisions of this Section 3.09 3.05 may be made inapplicable to any series or may be amended with respect to any series in the related Trust Supplement.
(f) Unless and until Definitive Certificates of a series are issued pursuant to subsection (c) above, on the Record Date prior to each applicable Regular Distribution Date and Special Distribution Date, the Trustee will request from the Clearing Agency a securities position listing setting forth the names of all Clearing Agency Participants reflected on the Clearing Agency’s books as holding interests in the Certificates on such Record Date.
Appears in 1 contract
Samples: Pass Through Trust Agreement (Federal Express Corp)
Book-Entry and Definitive Certificates. (a) Except for one Certificate of each series that may be issued in a denomination of less than $1,000, the The Certificates of any series may be issued in the form of one or more typewritten Certificates representing the Book-Entry Certificates of such series, to be delivered to The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Company. In such case, the Certificates of such series delivered to The Depository Trust Company shall initially be registered on the Register in the name of CEDE & Co., the nominee of the initial Clearing Agency, and no Certificate Owner will receive a definitive certificate representing such Certificate Owner's interest in the Certificates of such series, except as provided above and in Subsection (d) below. As to the Certificates of any series, except with respect to the one Certificate of such series that may be issued in a denomination of less than $1,000, unless and until definitive, fully registered Certificates (the "Definitive Certificates") have been issued pursuant to Subsection (d) below:
(i) the provisions of this Section 3.09 3.05 shall be in full force and effect;
(ii) the Company, the Paying Agent, the Registrar and the Trustee may deal with the Clearing Agency Participants for all purposes (including the making of distributions on the Certificates) as the authorized representatives of the Certificate Owners;
(iii) to the extent that the provisions of this Section 3.09 3.05 conflict with any other provisions of this Agreement (other than the provisions of any Trust Supplement expressly amending this Section 3.09 3.05 as permitted by this Basic Agreement), the provisions of this Section 3.09 3.05 shall control;
(iv) the rights of Certificate Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency Participants; and until Definitive Certificates are issued pursuant to Subsection (d) below, the Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and principal, interest and premium, if any, on the Certificates to such Clearing Agency Participants; and
(v) whenever this Agreement requires or permits actions to be taken based upon instructions or directions of Certificateholders of such series holding Certificates of such series evidencing a specified percentage of the Fractional Undivided Interests in the related Trust, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Certificate Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in Certificates of such series and has delivered such instructions to the Trustee. The Trustee shall have no obligation to determine whether the Clearing Agency has in fact received any such instructions.
(b) Except with respect to the one Certificate of each series that may be issued in a denomination of less than $1,000, whenever Whenever notice or other communication to the Certificateholders of such series is required under this Agreement, unless and until Definitive Certificates shall have been issued pursuant to Subsection (d) below, the Trustee shall give all such notices and communications specified herein to be given to Certificateholders of such series to the Clearing Agency.
(c) Unless and until Definitive Certificates of a series are issued pursuant to Subsection (d) below, on the Record Date prior to each applicable Regular Distribution Date and Special Distribution Date, the Trustee will request from the Clearing Agency a Securities Position Listing securities position listing setting forth the names of all Clearing Agency Participants reflected on the Clearing Agency's books as holding interests in the Certificates on such Record Date.
(d) If with respect to the Certificates of any series (i) the Company advises the Trustee in writing that the Clearing Agency is no longer willing or able to discharge properly discharge its responsibilities and the Trustee or the Company is unable to locate a qualified successor, (ii) the Company Company, at its option, advises the Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or (iii) after the occurrence of an Event of Default, Certificate Owners of Book-Entry Certificates of such series evidencing Fractional Undivided Interests aggregating not less than a majority in interest in the related Trust, by Act of said such Certificate Owners delivered to the Company and the Trustee, advise the Company, the Trustee and the Clearing Agency through the Clearing Agency Participants in writing that the continuation of a book-entry system through the Clearing Agency Participants is no longer in the best interests of the Certificate Owners of such series, then the Trustee shall notify all Certificate Owners of such series, through the Clearing Agency, of the occurrence of any such event and of the availability of Definitive Certificates. Upon surrender to the Trustee of all the Certificates of such series held by the Clearing Agency, accompanied by registration instructions from the Clearing Agency Participants for registration of Definitive Certificates in the names of Certificate Owners of such series, the Trustee shall issue and deliver the Definitive Certificates of such series in accordance with the instructions of the Clearing Agency. Neither the Company, the Registrar, the Paying Agent nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such registration instructions. Upon the issuance of Definitive Certificates of such series, the Trustee shall recognize the Person in whose name the Definitive Certificates are registered in the Register as Certificateholders hereunder. Neither the Company nor the Trustee shall be liable if the Trustee or the Company is unable to locate a qualified successor Clearing Agency.
(e) Except as otherwise provided in the related Trust Supplement, the Trustee shall enter into the applicable Letter of Representations with respect to such series of Certificates and fulfill its responsibilities thereunder.
(f) The provisions of this Section 3.09 may be made inapplicable to any series or may be amended with respect to any series in the related Trust Supplement.registration
Appears in 1 contract
Samples: Pass Through Trust Agreement (Delta Air Lines Inc /De/)
Book-Entry and Definitive Certificates. (a) Except for one Certificate of each series that may Certificates issued to Institutional Accredited Investors which must be issued in a denomination the form of less than $1,000definitive, fully registered Certificates ("Definitive Certificates"), the Certificates of any series may be issued in the form of one or more typewritten Certificates representing the Book-Entry Certificates of such series, to be delivered to The Depository Trust CompanyDTC, the initial Clearing Agency, by, or on behalf of, the CompanyPass Through Trustee. In such case, the Certificates of such series delivered to The Depository Trust Company DTC shall initially be registered on the Register in the name of CEDE Cede & Co., the nominee of the initial Clearing Agency, and no Certificate Owner will receive a definitive certificate representing such Certificate Owner's interest in the Certificates of such seriesCertificates, except as provided above and in Subsection subsection (d) below. As to the Certificates of any series, except with respect to the one Certificate of such series that may be issued in a denomination of less than $1,000Book-Entry Certificates, unless and until definitive, fully registered Definitive Certificates (the "Definitive Certificates") have been issued pursuant to Subsection subsection (d) below:
(i) the provisions of this Section 3.09 3.9 shall be in full force and effect;
(ii) the CompanyPartnerships, the Owner Lessor, the Paying Agent, the Registrar and the Pass Through Trustee may deal with the Clearing Agency Participants for all purposes (including the making of distributions on the Certificates) as the authorized representatives representative of the Certificate Owners;
(iii) to the extent that the provisions of this Section 3.09 3.9 conflict with any other provisions of this Pass Through Trust Agreement (other than the provisions of any Trust Supplement supplemental agreement amending this Section 3.09 3.9 as permitted by this Basic Pass Through Trust Agreement), the provisions of this Section 3.09 3.9 shall control;
(iv) the rights of Certificate Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency Participants; and until Definitive Certificates are issued pursuant to Subsection subsection (d) below, the Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest and premium, if any, on the Certificates to such Clearing Agency Participants; and
(v) whenever this Pass Through Trust Agreement requires or permits actions to be taken based upon instructions or directions of Certificateholders of such series holding Certificates of such series evidencing a specified percentage of the Fractional Undivided Interests in the related Trust, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Certificate Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in Certificates of such series and has delivered such instructions to the Trustee. The Trustee shall have no obligation to determine whether the Clearing Agency has in fact received any such instructions.
(b) Except with respect to the one Certificate of each series that may be issued in a denomination of less than $1,000, whenever notice or other communication to the Certificateholders of such series is required under this Agreement, unless and until Definitive Certificates shall have been issued pursuant to Subsection (d) below, the Trustee shall give all such notices and communications specified herein to be given to Certificateholders of such series to the Clearing Agency.
(c) Unless and until Definitive Certificates of a series are issued pursuant to Subsection (d) below, on the Record Date prior to each applicable Regular Distribution Date and Special Distribution Date, the Trustee will request from the Clearing Agency a Securities Position Listing setting forth the names of all Clearing Agency Participants reflected on the Clearing Agency's books as holding interests in the Certificates on such Record Date.
(d) If with respect to the Certificates of any series (i) the Company advises the Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities and the Trustee or the Company is unable to locate a qualified successor, (ii) the Company at its option, advises the Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or (iii) after the occurrence of an Event of Default, Certificate Owners of Book-Entry Certificates of such series evidencing Fractional Undivided Interests aggregating not less than a majority in interest in the related Trust, by Act of said Certificate Owners delivered to the Company and the Trustee, advise the Company, the Trustee and the Clearing Agency through the Clearing Agency Participants in writing that the continuation of a book-entry system through the Clearing Agency Participants is no longer in the best interests of the Certificate Owners of such series, then the Trustee shall notify all Certificate Owners of such series, through the Clearing Agency, of the occurrence of any such event and of the availability of Definitive Certificates. Upon surrender to the Trustee of all the Certificates of such series held by the Clearing Agency, accompanied by registration instructions from the Clearing Agency Participants for registration of Definitive Certificates in the names of Certificate Owners of such series, the Trustee shall issue and deliver the Definitive Certificates of such series in accordance with the instructions of the Clearing Agency. Neither the Company, the Registrar, the Paying Agent nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such registration instructions. Upon the issuance of Definitive Certificates of such series, the Trustee shall recognize the Person in whose name the Definitive Certificates are registered in the Register as Certificateholders hereunder. Neither the Company nor the Trustee shall be liable if the Trustee or the Company is unable to locate a qualified successor Clearing Agency.
(e) Except as otherwise provided in the related Trust Supplement, the Trustee shall enter into the applicable Letter of Representations with respect to such series of Certificates and fulfill its responsibilities thereunder.
(f) The provisions of this Section 3.09 may be made inapplicable to any series or may be amended with respect to any series in the related Trust Supplement.of
Appears in 1 contract
Book-Entry and Definitive Certificates. (a) Except for one Certificate of each series that may Certificates issued to Institutional Accredited Investors which must be issued in a denomination the form of less than $1,000definitive, fully registered Certificates ("Definitive Certificates"), the Certificates of any series may be issued in the ----------------------- form of one or more typewritten Certificates representing the Book-Entry Certificates of such series, to be delivered to The Depository Trust CompanyDTC, the initial Clearing Agency, by, or on behalf of, the CompanyPass Through Trustee. In such case, the Certificates of such series delivered to The Depository Trust Company DTC shall initially be registered on the Register in the name of CEDE Cede & Co., the nominee of the initial Clearing Agency, and no Certificate Owner will receive a definitive certificate representing such Certificate Owner's interest in the Certificates of such seriesCertificates, except as provided above and in Subsection subsection (d) below. As to the Certificates of any series, except with respect to the one Certificate of such series that may be issued in a denomination of less than $1,000Book-Entry Certificates, unless and until definitive, fully registered Definitive Certificates (the "Definitive Certificates") have been issued pursuant to Subsection subsection (d) below:
(i) the provisions of this Section 3.09 3.9 shall be in full force and effect;
(ii) the each Company, each Owner Lessor, the Paying Agent, the Registrar and the Pass Through Trustee may deal with the Clearing Agency Participants for all purposes (including the making of distributions on the Certificates) as the authorized representatives representative of the Certificate Owners;
(iii) to the extent that the provisions of this Section 3.09 3.9 conflict with any other provisions of this Pass Through Trust Agreement (other than the provisions of any Trust Supplement supplemental agreement amending this Section 3.09 3.9 as permitted by this Basic Pass Through Trust Agreement), the provisions of this Section 3.09 3.9 shall control;
(iv) the rights of Certificate Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency Participants; and until Definitive Certificates are issued pursuant to Subsection subsection (d) below, the Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest and premium, if any, on the Certificates to such Clearing Agency Participants; and
(v) whenever this Pass Through Trust Agreement requires or permits actions to be taken based upon instructions or directions of Certificateholders of such series holding Certificates of such series evidencing a specified percentage of the Fractional Undivided Interests in the related Pass Through Trust, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Certificate Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in Certificates of such series and has delivered such instructions to the Pass Through Trustee. The Pass Through Trustee shall have no obligation to determine (and shall incur no liability in connection with any determination of) whether the Clearing Agency has in fact received any such instructions.
(b) Except with With respect to the one Certificate of each series that may be issued in a denomination of less than $1,000Book-Entry Certificates, whenever notice or other communication to the Certificateholders of such series is required under this Pass Through Trust Agreement, unless and until Definitive Certificates shall have been issued pursuant to Subsection subsection (d) below, the Pass Through Trustee shall give all such notices and communications specified herein to be given to Certificateholders of such series to the Clearing AgencyAgency and/or the Clearing Agency Participants (and, upon receipt of a valid Certificate Owner Request, to the Certificateholder or Certificate Owner making such request), and shall make available additional copies as reasonably requested by such Clearing Agency Participants.
(c) Unless and until Definitive Certificates of a series are issued pursuant to Subsection subsection (d) below, on the Record Date prior to each applicable Regular Distribution Date and Special Distribution Date, the Pass Through Trustee will request from the Clearing Agency a "Securities Position Listing Listing" setting forth the names of all Clearing Agency Participants reflected on the Clearing Agency's books as holding interests in the Certificates on such Record Date. The Pass Through Trustee shall mail to each such Clearing Agency Participant the statements described in Section 4.3 hereof.
(d) If with respect to the Certificates of any series (i) the Company advises Companies advise the Pass Through Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities and the Trustee or the Company is Companies are unable to locate a qualified successor, (ii) the Company Companies (or, upon the occurrence and during the continuance of a Lease Event of Default, the relevant Owner Lessor) at its their option, advises advise the Pass Through Trustee in writing that it elects they elect to terminate the book-entry system through the Clearing Agency or (iii) after the occurrence of an Event of Default, Certificate Owners of Book-Book- Entry Certificates of such series evidencing Fractional Undivided Interests aggregating not less than a majority in interest in the related Pass Through Trust, by Act of said Certificate Owners delivered to the each Company and the Pass Through Trustee, advise the each Company, the relevant Owner Lessor, the Pass Through Trustee and the Clearing Agency through the Clearing Agency Participants in writing that the continuation of a book-entry system through the Clearing Agency Participants is no longer in the best interests of the Certificate Owners of such seriesOwners, then the Pass Through Trustee shall notify all Certificate Owners of such seriesOwners, through the Clearing Agency, of the occurrence of any such event and of the availability of Definitive Certificates. Upon surrender to the Pass Through Trustee of all the Certificates of such series held by the Clearing Agency, accompanied by registration instructions from the Clearing Agency Participants for registration of Definitive Certificates in the names of Certificate Owners of such seriesOwners, the Trustee Pass Through Trust shall issue and deliver the Definitive Certificates of such series in accordance with the instructions of the Clearing Agency. Neither None of the CompanyCompanies, the Owner Lessors, the Registrar, the Paying Agent nor or the Pass Through Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such registration instructions. Upon the issuance of Definitive Certificates of such seriesCertificates, the Pass Through Trustee shall recognize the Person in whose name the Definitive Certificates are registered in the Register as Certificateholders hereunder. Neither the Company nor the Trustee shall be liable if the Trustee or the Company is unable to locate a qualified successor Clearing Agency.
(e) Except as otherwise provided in the related Trust Supplement, the Trustee shall enter into the applicable Letter of Representations with respect to such series of Certificates and fulfill its responsibilities thereunder.
(f) The provisions of this Section 3.09 may be made inapplicable to any series or may be amended with respect to any series in the related Trust Supplement.Certificateholder
Appears in 1 contract
Samples: Pass Through Trust Agreement (Dynegy Danskammer LLC)
Book-Entry and Definitive Certificates. (a) Except for one Certificate of each series that may Certificates issued to Institutional Accredited Investors which must be issued in a denomination the form of less than $1,000definitive, fully registered Certificates ("Definitive Certificates"), the Certificates of any series may be issued in the form of one or more typewritten Certificates representing the Book-Entry Certificates of such series, to be delivered to The Depository Trust CompanyDTC, the initial Clearing Agency, by, or on behalf of, the CompanyPass Through Trustee. In such case, the Certificates of such series delivered to The Depository Trust Company DTC shall initially be registered on the Register in the name of CEDE Cede & Co., the nominee of the initial Clearing Agency, and no Certificate Owner will receive a definitive certificate representing such Certificate Owner's interest in the Certificates of such seriesCertificates, except as provided above and in Subsection subsection (d) below. As to the Certificates of any series, except with respect to the one Certificate of such series that may be issued in a denomination of less than $1,000Book-Entry Certificates, unless and until definitive, fully registered Definitive Certificates (the "Definitive Certificates") have been issued pursuant to Subsection subsection (d) below:
(i) the provisions of this Section 3.09 3.9 shall be in full force and effect;
(ii) the CompanyFacility Lessees, any Owner Lessor, the Paying Agent, the Registrar and the Pass Through Trustee may deal with the Clearing Agency Participants for all purposes (including the making of distributions on the Certificates) as the authorized representatives representative of the Certificate Owners;
(iii) to the extent that the provisions of this Section 3.09 3.9 conflict with any other provisions of this Pass Through Trust Agreement (other than the provisions of any Trust Supplement supplemental agreement amending this Section 3.09 3.9 as permitted by this Basic Pass Through Trust Agreement), the provisions of this Section 3.09 3.9 shall control;
(iv) the rights of Certificate Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency Participants; and until Definitive Certificates are issued pursuant to Subsection subsection (d) below, the Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest and premium, if any, on the Certificates to such Clearing Agency Participants; and
(v) whenever this Pass Through Trust Agreement requires or permits actions to be taken based upon instructions or directions of Certificateholders of such series holding Certificates of such series evidencing a specified percentage of the Fractional Undivided Interests in the related Pass Through Trust, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Certificate Owners and/or Clearing Agency Participants owning or representing, ,respectively, ,such required percentage of the beneficial interest in Certificates of such series and has delivered such instructions to the Pass Through Trustee. The Pass Through Trustee shall have no obligation to determine (and shall incur no liability in connection with any determination of) whether the Clearing Agency has in fact received any such instructions.
(b) Except with With respect to the one Certificate of each series that may be issued in a denomination of less than $1,000Book-Entry Certificates, whenever notice or other communication to the Certificateholders of such series is required under this Pass Through Trust Agreement, unless and until Definitive Certificates shall have been issued pursuant to Subsection subsection (d) below, the Pass Through Trustee shall give all such notices and communications specified herein to be given to Certificateholders of such series to the Clearing AgencyAgency and/or the Clearing Agency Participants (and, upon receipt of a valid Certificate Owner Request, to the Certificateholder or Certificate Owner making such request), and shall make available additional copies as reasonably requested by such Clearing Agency Participants.
(c) Unless and until Definitive Certificates of a series are issued pursuant to Subsection subsection (d) below, on the Record Date prior to each applicable Regular Distribution Date and Special Distribution Date, the Pass Through Trustee will request from the Clearing Agency a "Securities Position Listing Listing" setting forth the names of all Clearing Agency Participants reflected on the Clearing Agency's books as holding interests in the Certificates on such Record Date. The Pass Through Trustee shall mail to each such Clearing Agency Participant the statements described in Section 4.3 hereof.
(d) If with respect to the Certificates of any series (i) the Company any Facility Lessee advises the Pass Through Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities and the Trustee or the Company is Facility Lessees are unable to locate a qualified successorsuccessor within 90 days, (ii) the Company Facility Lessees (or, following the occurrence of a Lease Event of Default, the applicable Owner Lessors) at its their option, advises advise the Pass Through Trustee in writing that it elects they elect to terminate the book-entry system through the Clearing Agency or (iii) after the occurrence of an Event of Default, Certificate Owners of Book-Entry Certificates of such series evidencing Fractional Undivided Interests aggregating not less than a majority in interest in the related Pass Through Trust, by Act of said Certificate Owners delivered to the Company Facility Lessees and the Pass Through Trustee, advise the CompanyFacility Lessees, the Owner Lessors, the Pass Through Trustee and the Clearing Agency through the Clearing Agency Participants in writing that the continuation of a book-entry system through the Clearing Agency Participants is no longer in the best interests of the Certificate Owners of such seriesOwners, then the Pass Through Trustee shall notify all Certificate Owners of such seriesOwners, through the Clearing Agency, of the occurrence of any such event and of the availability of Definitive Certificates. Upon surrender to the Pass Through Trustee of all the Certificates of such series held by the Clearing Agency, accompanied by registration instructions from the Clearing Agency Participants for registration of Definitive Certificates in the names of Certificate Owners of such seriesOwners, the Trustee Pass Through Trust shall issue and deliver the Definitive Certificates of such series in accordance with the instructions of the Clearing Agency. Neither None of the CompanyFacility Lessees, the Owner Lessors, the Registrar, the Paying Agent nor or the Pass Through Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such registration instructions. Upon the issuance of Definitive Certificates of such seriesCertificates, the Pass Through Trustee shall recognize the Person in whose name the Definitive Certificates are registered in the Register as Certificateholders Certificateholder hereunder. Neither None of the Company Facility Lessees nor the Pass Through Trustee shall be liable if the Trustee or the Company is Facility Lessees are unable to locate a qualified successor Clearing Agency.
(e) Except The Certificates sold in offshore transactions in reliance on Regulation S under the Securities Act will be represented initially by one or more temporary Book-Entry Certificates, in definitive, fully registered form without interest coupons (collectively, the "Temporary Regulation S Global Certificate") and will be deposited with the Pass Through Trustee as otherwise provided custodian for DTC and registered in the related Trust Supplementname of a nominee of DTC for the accounts of the Euroclear System ("Euroclear") and Clearstream Banking, S.A. ("Clearstream"). Each Temporary Regulation S Global Certificate will be exchangeable for one or more permanent Book-Entry Certificate (collectively, the "Permanent Regulation S Global Certificate," and together with the Temporary Regulation S Global Certificate, the "Regulation S Global Certificate") on or after 40 days after the later of the commencement of the offering of the Certificates and the Issuance Date upon certification that the beneficial interests in such Book-Entry Certificate are owned by persons who are not U.S. persons as defined in Regulation S. Prior to the expiration of such 40-day period, beneficial interests in the Temporary Regulation S Global Certificate may be held only through Euroclear or Clearstream, and any resale or other transfer of such interests to U.S. persons shall not be permitted during such period unless such resale or transfer is made pursuant to Rule 144A or Regulation S under the Securities Act and in accordance with the certification requirements specified in Section 3.9(f) below. The aggregate original principal amount of the Regulation S Global Certificate may from time to time be increased or decreased by adjustments made on the records of the Pass Through Trustee, as custodian for DTC, in connection with a corresponding decrease or increase in the aggregate original principal amount of a Definitive Certificate or the Restricted Global Certificate, as hereinafter provided.
(f) The Certificates sold in reliance on Rule 144A under the Securities Act will be represented by a one or more permanent Book-Entry Certificate, in definitive, fully registered form without interest coupons (collectively, the "Restricted Global Certificate"), which will be deposited with the Pass Through Trustee as custodian for DTC and registered in the name of a nominee of DTC. Prior to the 40th day after the later of the commencement of the offering of the Certificates and the Issuance Date, a beneficial interest in the Temporary Regulation S Global Certificate may be transferred to a person who takes delivery in the form of an interest in the Restricted Global Certificate only upon receipt by the Pass Through Trustee of a written certification from the transferor (in the form of Exhibit C hereto) to the effect that such transfer is being made to a person who the transferor reasonably believes is a "qualified institutional buyer" within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction. Beneficial interests in the Restricted Global Certificate may be transferred to a person who takes delivery in the form of an interest in the Regulation S Global Certificate whether before, on or after such 40th day, only upon receipt by the Pass Through Trustee of a written certification (in the form of Exhibit C hereto) to the effect that such transfer is being made in accordance with Regulation S under the Securities Act and, if such transfer occurs prior to such 40th day, the interest will be held immediately thereafter only through Euroclear or Clearstream. The aggregate initial principal amount of the Restricted Global Certificate may from time to time be increased or decreased by adjustments made on the records of the Pass Through Trustee, as custodian for DTC, in connection with a corresponding decrease or increase in the aggregate initial principal amount of a Definitive Certificate or a Regulation S Global Certificate, as hereinafter provided.
(g) Any beneficial interest in one of the Book-Entry Certificates that is transferred to a person who takes delivery in the form of an interest in another Book-Entry Certificate will, upon transfer, cease to be an interest in such first Book-Entry Certificate and become an interest in such other Book-Entry Certificate and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interests in such other Book-Entry Certificate for so long as it remains such an interest. Upon the transfer of Definitive Certificates to a qualified institutional buyer or in accordance with Regulation S, such Definitive Certificates will be exchanged for an interest in a Book-Entry Certificate.
(h) The Facility Lessees and the Pass Through Trustee, if necessary, shall each enter into the applicable Letter of Representations with respect to such series of the Certificates and fulfill its responsibilities thereunder.
(f) The provisions of this Section 3.09 may be made inapplicable to any series or may be amended with respect to any series in the related Trust Supplement.
Appears in 1 contract
Book-Entry and Definitive Certificates. (a) Except for one Certificate of each series that may be issued in a denomination of less than $1,000, the The Certificates of any series Class may be issued in the form of one or more typewritten Certificates certificates representing the Book-Entry Certificates of such seriesthat Class, to be delivered to The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the CompanyCertificate Issuer. In such case, the Certificates of such series Class delivered to The Depository Trust Company shall initially be registered on the Certificate Register in the name of CEDE Cede & Co., the nominee of the initial Clearing Agency, and no Certificate Owner will receive a definitive certificate Certificate representing such Certificate Owner's interest in the Certificates Certificate of such seriesClass, except as provided above and in Subsection (dSection 2.12(c) below. As to the Certificates of any series, except with respect to the one Certificate of such series that may be issued in a denomination of less than $1,000, unless Unless and until definitive, fully registered Certificates (the "Definitive Certificates") of such Class have been issued pursuant to Subsection (dSection 2.12(c) below:
(i) the provisions of this Section 3.09 2.12 shall be in full force and effecteffect with respect to the Certificates of such Class;
(ii) the CompanyCertificate Issuer, the Paying Agent, the Certificate Registrar and the Certificate Trustee may deal with the Clearing Agency Participants for all purposes (including the making of distributions on the CertificatesCertificates of such Class) as the authorized representatives representative of the Certificate OwnersOwners of Certificates of such Class;
(iii) to the extent that the provisions of this Section 3.09 2.12 conflict with any other provisions of this Agreement (other than the provisions of any Trust Supplement amending this Section 3.09 as permitted by this Basic Agreement)Certificate Indenture, the provisions of this Section 3.09 2.12 shall control;
(iv) the rights of Certificate Owners of Certificates of such Class shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency Participants; and until Definitive Certificates of such Class are issued pursuant to Subsection (dSection 2.12(c) below, the Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal of and interest and premium, if any, on the Certificates of such Class to such Clearing Agency Participants; and
(v) whenever this Agreement Certificate Indenture requires or permits actions to be taken based upon instructions or directions of Certificateholders of such series holding Certificates of such series evidencing Class representing a specified percentage of the Fractional Undivided Interests in the related Trustaggregate Outstanding Amount of Certificates of such Class, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Certificate Owners and/or or Clearing Agency Participants owning or representing, respectively, Certificates representing such required percentage of the beneficial interest in aggregate Outstanding Amount of Certificates of such series Class, and has delivered such instructions to the Certificate Trustee. The ; the Certificate Trustee shall have no obligation to determine whether the Clearing Agency has in fact received any such instructions.
(b) Except with respect to the one Certificate of each series that may be issued in a denomination of less than $1,000, whenever Whenever notice or other communication to the Certificateholders Holders of such series Certificates of any Class issued in the form of Certificates representing Book-Entry Certificates is required under this AgreementCertificate Indenture, unless and until Definitive Certificates of such Class shall have been issued pursuant to Subsection (d) belowSection 2.12(c), the Certificate Trustee shall give all such notices and communications specified herein to be given to Certificateholders Holders of Certificates of such series Class to the Clearing Agency.
(c) Unless and until Definitive Certificates of a series are issued pursuant to Subsection (d) below, on the Record Date prior to each applicable Regular Distribution Date and Special Distribution Date, the Trustee will request from the Clearing Agency a Securities Position Listing setting forth the names of all Clearing Agency Participants reflected on the Clearing Agency's books as holding interests in the Certificates on such Record Date.
(d) If with respect to the Certificates of any series (i) the Company Clearing Agency advises the Certificate Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Certificates of a Class, and the Certificate Trustee or the Company Certificate Issuer is unable to locate a qualified successor, (ii) the Company Certificate Issuer (with the prior written approval of the Note Issuer) at its option, option advises the Certificate Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency with respect to the Certificates of such Class or (iii) after the occurrence of an a Note Event of DefaultDefault with respect to any Class of Certificates, Certificate Owners of Book-Entry Certificates of such series evidencing Fractional Undivided Interests representing beneficial interests aggregating not less than at least a majority in interest in of the related Trust, by Act Outstanding Amount of said Certificate Owners delivered to the Company and the Trustee, Certificates advise the Company, the Trustee and the Clearing Agency through and the Clearing Agency Participants Certificate Trustee in writing that the continuation of a book-entry system through the Clearing Agency Participants is no longer in the best interests of the Certificate Owners of such seriesOwners, then the Trustee Clearing Agency shall notify all Certificate Owners of such series, through and the Clearing Agency, Certificate Trustee of the occurrence of any such event and of the availability of Definitive CertificatesCertificates to Certificate Owners requesting the same. Upon surrender to the Certificate Trustee of all the typewritten certificate or certificates representing the Book-Entry Certificates of such series held by the Clearing Agency, accompanied by registration instructions from instructions, and upon written direction by the Clearing Agency Participants for registration of Definitive Certificates in the names of Certificate Owners of such seriesIssuer, the Delaware Trustee shall issue execute on behalf of the Certificate Issuer and deliver the Certificate Trustee shall authenticate the Definitive Certificates of such series in accordance with the instructions of the Clearing Agency. Neither None of the CompanyCertificate Issuer, the Registrar, Certificate Registrar or the Paying Agent nor the Certificate Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be fully protected in relying on, such registration instructions. Upon the issuance of Definitive Certificates of such seriesCertificates, the Certificate Trustee shall recognize the Person in whose name Holders of the Definitive Certificates are registered in the Register as Certificateholders hereunder. Neither the Company nor the Trustee shall be liable if the Trustee or the Company is unable to locate a qualified successor Clearing AgencyCertificateholders.
(e) Except as otherwise provided in the related Trust Supplement, the Trustee shall enter into the applicable Letter of Representations with respect to such series of Certificates and fulfill its responsibilities thereunder.
(f) The provisions of this Section 3.09 may be made inapplicable to any series or may be amended with respect to any series in the related Trust Supplement.
Appears in 1 contract
Book-Entry and Definitive Certificates. (a) Except for one Certificate of each series that may be issued in a denomination of less than $1,000, the The Certificates of any series may be issued in the form of one or more typewritten Certificates representing the Book-Entry Certificates of such series, to be delivered to The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Company. In such case, the Certificates of such series delivered to The Depository Trust Company shall initially be registered on the Register in the name of CEDE & Co., the nominee of the initial Clearing Agency, and no Certificate Owner will receive a definitive certificate representing such Certificate Owner's ’s interest in the Certificates of such series, except as provided above and in Subsection (d) below. As to the Certificates of any series, except with respect to the one Certificate of such series that may be issued in a denomination of less than $1,000, unless and until definitive, fully registered Certificates (the "“Definitive Certificates"”) have been issued pursuant to Subsection (d) below:
(i) the provisions of this Section 3.09 3.05 shall be in full force and effect;
(ii) the Company, the Paying Agent, the Registrar and the Trustee may deal with the Clearing Agency Participants for all purposes (including the making of distributions on the Certificates) as the authorized representatives of the Certificate Owners;
(iii) to the extent that the provisions of this Section 3.09 3.05 conflict with any other provisions of this Agreement (other than the provisions of any Trust Supplement expressly amending this Section 3.09 3.05 as permitted by this Basic Agreement), the provisions of this Section 3.09 3.05 shall control;
(iv) the rights of Certificate Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency Participants; and until Definitive Certificates are issued pursuant to Subsection (d) below, the Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and principal, interest and premium, if any, on the Certificates to such Clearing Agency Participants; and
(v) whenever this Agreement requires or permits actions to be taken based upon instructions or directions of Certificateholders of such series holding Certificates of such series evidencing a specified percentage of the Fractional Undivided Interests in the related Trust, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Certificate Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in Certificates of such series and has delivered such instructions to the Trustee. The Trustee shall have no obligation to determine whether the Clearing Agency has in fact received any such instructions.
(b) Except with respect to the one Certificate of each series that may be issued in a denomination of less than $1,000, whenever Whenever notice or other communication to the Certificateholders of such series is required under this Agreement, unless and until Definitive Certificates shall have been issued pursuant to Subsection (d) below, the Trustee shall give all such notices and communications specified herein to be given to Certificateholders of such series to the Clearing Agency.
(c) Unless and until Definitive Certificates of a series are issued pursuant to Subsection (d) below, on the Record Date prior to each applicable Regular Distribution Date and Special Distribution Date, as stated in Section 4.03(a) the Trustee will request from the Clearing Agency a Securities Position Listing securities position listing setting forth the names of all Clearing Agency Participants reflected on the Clearing Agency's ’s books as holding interests in the Certificates on such Record Date.
(d) If with respect to the Certificates of any series (i) the Company advises the Trustee in writing that the Clearing Agency is no longer willing or able to discharge properly discharge its responsibilities and the Trustee or the Company is unable to locate a qualified successor, (ii) the Company Company, at its option, advises the Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or (iii) after the occurrence of an Event of Default, Certificate Owners of Book-Entry Certificates of such series evidencing Fractional Undivided Interests aggregating not less than a majority in interest in the related Trust, by Act of said such Certificate Owners delivered to the Company and the Trustee, advise the Company, the Trustee and the Clearing Agency through the Clearing Agency Participants in writing that the continuation of a book-entry system through the Clearing Agency Participants is no longer in the best interests of the Certificate Owners of such series, then the Trustee shall notify all Certificate Owners of such series, through the Clearing Agency, of the occurrence of any such event and of the availability of Definitive Certificates. Upon surrender to the Trustee of all the Certificates of such series held by the Clearing Agency, accompanied by registration instructions from the Clearing Agency Participants for registration of Definitive Certificates in the names of Certificate Owners of such series, the Trustee shall issue and deliver the Definitive Certificates of such series in accordance with the instructions of the Clearing Agency. Neither the Company, the Registrar, the Paying Agent nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such registration instructions. Upon the issuance of Definitive Certificates of such series, the Trustee shall recognize the Person in whose name the Definitive Certificates are registered in the Register as Certificateholders hereunder. Neither the Company nor the Trustee shall be liable if the Trustee or the Company is unable to locate a qualified successor Clearing Agency.
(e) Except as otherwise provided in the related Trust Supplement, the Trustee shall enter into the applicable Letter of Representations with respect to such series of Certificates and fulfill its responsibilities thereunder.
(f) The provisions of this Section 3.09 may be made inapplicable to any series or may be amended with respect to any series in the related Trust Supplement.registration
Appears in 1 contract
Samples: Pass Through Trust Agreement (Continental Airlines Inc /De/)
Book-Entry and Definitive Certificates. (a) Except for one Certificate of each series that may be issued in a denomination of less than $1,000, the The -------------------------------------- Certificates of any series Series or Class may be issued in the form of one or more typewritten Certificates certificates representing the Book-Entry Certificates of such seriesthat Series or Class, to be delivered to The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the CompanyOriginator. In such case, the Certificates of such series Series or Class delivered to The Depository Trust Company shall initially be registered on the Register in the name of CEDE Cede & Co., the nominee of the initial Clearing Agency, and no Certificate Owner will receive a definitive certificate Certificate representing such Certificate Owner's interest in the Certificates Certificate of such seriesSeries or Class, except as provided above and in Subsection (dSection 3.10(c) below. As to the Certificates of any series, except with respect to the one Certificate of such series that may be issued in a denomination of less than $1,000, unless Unless and until definitive, fully registered Certificates (the "Definitive Certificates") of such Series or Class have been issued pursuant to Subsection (dSection 3.10(c) below:
(i) the provisions of this Section 3.09 3.10 shall be in full force and effecteffect with respect to the Certificates of such Series or Class;
(ii) the CompanyOriginator, the Paying Agent, the Registrar and the Certificate Trustee may deal with the Clearing Agency Participants for all purposes (including the making of distributions on the CertificatesCertificates of such Series or Class) as the authorized representatives representative of the Certificate OwnersOwners of Certificates of such Series or Class;
(iii) to the extent that the provisions of this Section 3.09 3.10 conflict with any other provisions of this Agreement (other than the provisions of any Trust Supplement amending this Section 3.09 as permitted by this Basic Agreement), the provisions of this Section 3.09 3.10 shall control;
(iv) the rights of Certificate Owners of Certificates of such Series or Class shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency Participants; and until Definitive Certificates of such Series or Class are issued pursuant to Subsection (dSection 3.10(c) below, the Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal of and interest and premium, if any, on the Certificates of such Series or Class to such Clearing Agency Participants; and
(v) whenever this Trust Agreement requires or permits actions to be taken based upon instructions or directions of Certificateholders of such series holding Certificates of such series evidencing Series or Class representing a specified percentage of the Fractional Undivided Interests in the related Trustaggregate Outstanding Amount of Certificates of such Series or Class, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Certificate Owners and/or or Clearing Agency Participants owning or representing, respectively, Certificates representing such required percentage of the beneficial interest in aggregate Outstanding Amount of Certificates of such series Series or Class, and has delivered such instructions to the Certificate Trustee. The ; the Certificate Trustee shall have no obligation to determine whether the Clearing Agency has in fact received any such instructions.
(b) Except with respect to the one Certificate of each series that may be issued in a denomination of less than $1,000, whenever Whenever notice or other communication to the Certificateholders Holders of such series Certificates of any Series or Class issued in the form of Certificates representing Book- Entry Certificates is required under this Trust Agreement, unless and until Definitive Certificates of such Series or Class shall have been issued pursuant to Subsection (d) belowSection 3.10(c), the Certificate Trustee shall give all such notices and communications specified herein to be given to Certificateholders Holders of Certificates of such series Series or Class to the Clearing Agency.
(c) Unless and until Definitive Certificates of a series are issued pursuant to Subsection (d) below, on the Record Date prior to each applicable Regular Distribution Date and Special Distribution Date, the Trustee will request from the Clearing Agency a Securities Position Listing setting forth the names of all Clearing Agency Participants reflected on the Clearing Agency's books as holding interests in the Certificates on such Record Date.
(d) If with respect to the Certificates of any series (i) the Company Clearing Agency advises the Certificate Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Certificates of a Series or Class, and the Certificate Trustee or the Company Originator is unable to locate a qualified successor, (ii) the Company Originator (with the prior written approval of the Note Issuer) at its option, option advises the Certificate Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency with respect to the Certificates of such Series or Class or (iii) after the occurrence of an a Note Event of DefaultDefault with respect to any Series or Class of Certificates, Certificate Owners representing beneficial interests aggregating at least a majority of Book-Entry the Outstanding Amount of the Certificates of such series evidencing Fractional Undivided Interests aggregating not less than a majority in interest in the related Trust, by Act of said Certificate Owners delivered to the Company and the Trustee, all Series advise the Company, the Trustee and the Clearing Agency through and the Clearing Agency Participants Certificate Trustee in writing that the continuation of a book-entry system through the Clearing Agency Participants is no longer in the best interests of the Certificate Owners of such seriesOwners, then the Trustee Clearing Agency shall notify all Certificate Owners of such series, through and the Clearing Agency, Certificate Trustee of the occurrence of any such event and of the availability of Definitive CertificatesCertificates to Certificate Owners requesting the same. Upon surrender to the Certificate Trustee of all the typewritten certificate or certificates representing the Book-Entry Certificates of such series held by the Clearing Agency, accompanied by registration instructions from instructions, and upon written direction by the Clearing Agency Participants for registration of Definitive Certificates in the names of Certificate Owners of such seriesNote Issuer, the Certificate Trustee shall issue execute on behalf of the Trust and deliver the Certificate Trustee shall authenticate the Definitive Certificates of such series in accordance with the instructions of the Clearing Agency. Neither None of the CompanyOriginator, the Registrar, the Paying Agent nor Delaware Trustee or the Certificate Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be fully protected in relying on, such registration instructions. Upon the issuance of Definitive Certificates of such seriesCertificates, the Certificate Trustee shall recognize the Person in whose name Holders of the Definitive Certificates are registered in the Register as Certificateholders hereunder. Neither the Company nor the Trustee shall be liable if the Trustee or the Company is unable to locate a qualified successor Clearing AgencyCertificateholders.
(e) Except as otherwise provided in the related Trust Supplement, the Trustee shall enter into the applicable Letter of Representations with respect to such series of Certificates and fulfill its responsibilities thereunder.
(f) The provisions of this Section 3.09 may be made inapplicable to any series or may be amended with respect to any series in the related Trust Supplement.
Appears in 1 contract
Samples: Declaration and Agreement of Trust (Pg&e Funding LLC)
Book-Entry and Definitive Certificates. (a) Except for one Certificate of each series that may be issued in a denomination of less than $1,000, the The Certificates of any series may be issued in the form of one or more typewritten Certificates representing the Book-Entry Certificates of such series, to be delivered to The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Company. In such case, the Certificates of such series delivered to The Depository Trust Company shall initially be registered on the Register in the name of CEDE Cede & Co., the nominee of the initial Clearing Agency, and no Certificate Owner will receive a definitive certificate representing such Certificate Owner's interest in the Certificates of such series, except as provided above and in Subsection (d) below. As to the Certificates of any series, except with respect to the one Certificate of such series that may be issued in a denomination of less than $1,000, unless and until definitive, fully registered Certificates (the "Definitive Certificates") have been issued pursuant to Subsection (d) below:
(i) the provisions of this Section 3.09 3.05 shall be in full force and effect;
(ii) the Company, the Paying Agent, the Registrar and the Trustee may deal with the Clearing Agency Participants for all purposes (including the making of distributions on the Certificates) as the authorized representatives of the Certificate Owners;
(iii) to the extent that the provisions of this Section 3.09 3.05 conflict with any other provisions of this Agreement (other than the provisions of any Trust Supplement expressly amending this Section 3.09 3.05 as permitted by this Basic Agreement), the provisions of this Section 3.09 3.05 shall control;
(iv) the rights of Certificate Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency Participants; and until Definitive Certificates are issued pursuant to Subsection (d) below, the Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and principal, interest and premium, if any, on the Certificates to such Clearing Agency Participants; and
(v) whenever this Agreement requires or permits actions to be taken based upon instructions or directions of Certificateholders of such series holding Certificates of such series evidencing a specified percentage of the Fractional Undivided Interests in the related Trust, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Certificate Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in Certificates of such series and has delivered such instructions to the Trustee. The Trustee shall have no obligation to determine whether the Clearing Agency has in fact received any such instructions.
(b) Except with respect to the one Certificate of each series that may be issued in a denomination of less than $1,000, whenever Whenever notice or other communication to the Certificateholders of such series is required under this Agreement, unless and until Definitive Certificates shall have been issued pursuant to Subsection (d) below, the Trustee shall give all such notices and communications specified herein to be given to Certificateholders of such series to the Clearing Agency.
(c) Unless and until Definitive Certificates of a series are issued pursuant to Subsection (d) below, on the Record Date prior to each applicable Regular Distribution Date and Special Distribution Date, the Trustee will request from the Clearing Agency a Securities Position Listing securities position listing setting forth the names of all Clearing Agency Participants reflected on the Clearing Agency's books as holding interests in the Certificates on such Record Date.
(d) If with respect to the Certificates of any series (i) the Company advises the Trustee in writing that the Clearing Agency is no longer willing or able to discharge properly discharge its responsibilities and the Trustee or the Company is unable to locate a qualified successor, (ii) the Company Company, at its option, advises the Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or (iii) after the occurrence of an Event of Default, Certificate Owners of Book-Entry Certificates of such series evidencing Fractional Undivided Interests aggregating not less than a majority in interest in the related Trust, by Act of said such Certificate Owners delivered to the Company and the Trustee, advise the Company, the Trustee and the Clearing Agency through the Clearing Agency Participants in writing that the continuation of a book-entry system through the Clearing Agency Participants is no longer in the best interests of the Certificate Owners of such series, then the Trustee shall notify all 30 -24- Certificate Owners of such series, through the Clearing Agency, of the occurrence of any such event and of the availability of Definitive Certificates. Upon surrender to the Trustee of all the Certificates of such series held by the Clearing Agency, accompanied by registration instructions from the Clearing Agency Participants for registration of Definitive Certificates in the names of Certificate Owners of such series, the Trustee shall issue and deliver the Definitive Certificates of such series in accordance with the instructions of the Clearing Agency. Neither the Company, the Registrar, the Paying Agent nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such registration instructions. Upon the issuance of Definitive Certificates of such series, the Trustee shall recognize the Person in whose name the Definitive Certificates are registered in the Register as Certificateholders hereunder. Neither the Company nor the Trustee shall be liable if the Trustee or the Company is unable to locate a qualified successor Clearing Agency.
(e) Except as otherwise provided in the related Trust Supplement, the Trustee shall enter into the applicable Letter of Representations with respect to such series of Certificates and fulfill its responsibilities thereunder.
(f) The provisions of this Section 3.09 3.05 may be made inapplicable to any series or may be amended with respect to any series in the related Trust Supplement.
Appears in 1 contract
Book-Entry and Definitive Certificates. (a) Except for one Certificate of each series that may be issued in a denomination of less other than an even multiple of $1,000, the Certificates of any series may be issued at the option of the Company in the form of one or more typewritten Certificates representing the Book-Entry Certificates of such series, to be delivered to The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Company. In such case, the Certificates of such series delivered to The Depository Trust Company shall initially be registered on the Register in the name of CEDE Cede & Co., the nominee of the initial Clearing Agency, and no Certificate Owner will receive a definitive certificate representing such Certificate Owner's interest in the Certificates of such series, except as provided above and in Subsection (d) below. As to the Certificates of any series, except with respect to such series (other than the one Certificate of or such series that may be issued in a denomination of less other than an even multiple of $1,000), 20 unless and until definitive, fully registered Certificates (the "Definitive Certificates") have been issued pursuant to Subsection (d) below:
(i1) the provisions of this Section 3.09 3.05 shall be in full force and effect;
(ii2) the Company, the Paying Agent, the Registrar and the Trustee may deal with the Clearing Agency Participants for all purposes (including the making of distributions on the Certificates) as the authorized representatives of the Certificate Owners);
(iii3) to the extent that the provisions of this Section 3.09 3.05 conflict with any other provisions of this Agreement (other than the provisions of any Trust Supplement expressly amending this Section 3.09 3.05 as permitted by this Basic Agreement), the provisions of this Section 3.09 3.05 shall control;
(iv4) the rights of Certificate Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency Participants; and until Definitive Certificates are issued pursuant to Subsection (d) below, the Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and principal, interest and premium, if any, on the Certificates to such Clearing Agency Participants;
(5) such Certificates of such series may be transferred in whole, but not in part, and in the manner provided in Section 3.04, by the Clearing Agency holding such Certificates to a nominee of such Clearing Agency, or by such Clearing Agency to a successor Clearing Agency that has been selected or approved by the Company or to a nominee of such successor Clearing Agency; and
(v6) whenever this Agreement requires or permits actions to be taken based upon instructions or directions of Certificateholders of such series holding Certificates of such series evidencing a specified percentage of the Fractional Undivided Interests in the related Trust, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Certificate Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in Certificates of such series and has delivered such instructions to the Trustee. The Neither the Company nor the Trustee shall have no any obligation to determine whether the Clearing Agency has in fact received any such instructions.
(b) Except with respect to the one Certificate of each series that may be issued in a denomination of less than $1,000, whenever Whenever notice or other communication to the Certificateholders of such a series is required under this Agreement, unless and until Definitive Certificates shall have been issued pursuant to Subsection (d) below, the Trustee shall give all such notices and communications specified herein to be given to Certificateholders of such series to the Clearing Agency.
(c) Unless and until Definitive Certificates of a series are issued pursuant to Subsection (d) below, on Except as otherwise provided in the Record Date prior to each applicable Regular Distribution Date and Special Distribution Daterelated Trust Supplement, the Trustee will request from shall enter into the Clearing Agency a Securities Position Listing setting forth the names applicable Letter of all Clearing Agency Participants reflected on the Clearing Agency's books as holding interests in the Representations with respect to each series of Certificates on such Record Dateand fulfill its responsibilities thereunder.
(d) If with respect to the Certificates of any series (i) the Company advises the Trustee in writing that the Clearing Agency is no longer willing or able to discharge properly discharge its responsibilities and the Trustee or the Company is unable to locate a qualified successor, (ii) the Company Company, at its option, advises the Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or (iii) after the occurrence of an Event of Default, Certificate Owners of Book-Entry Certificates of such series evidencing Fractional Undivided Interests aggregating not less than a majority in interest in the related Trust, by Act of said such Certificate Owners delivered to the Company and the Trustee, advise the Company, the Trustee and the Clearing Agency through the Clearing Agency Participants in writing that the continuation of a book-entry system through the Clearing Agency Participants is no longer in the best interests of the Certificate Owners of such series, then the Trustee shall notify all Certificate Owners of such series, through the Clearing Agency, of the occurrence of any such event and of the availability of Definitive Certificates. Upon surrender to the Trustee of all the Certificates of such series held by the Clearing Agency, accompanied by registration instructions from the Clearing Agency Participants for registration of Definitive Certificates in the names of Certificate Owners of such series, the Trustee shall issue and deliver the Definitive Certificates of such series in accordance with the instructions of the Clearing Agency. Neither the Company, the Registrar, the Paying Agent nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such registration instructions. Upon the issuance of Definitive Certificates of such series, the Trustee shall recognize the Person Persons in whose name names the Definitive Certificates are registered in the Register as Certificateholders hereunder. Neither the Company nor the Trustee shall be liable if the Trustee or the Company is unable to locate a qualified successor Clearing Agency.
(e) Except as otherwise provided in the related Trust Supplement, the Trustee shall enter into the applicable Letter of Representations with respect to such series of Certificates and fulfill its responsibilities thereunder.
(f) The provisions of this Section 3.09 3.05 may be made inapplicable to any series or may be amended with respect to any series in the related Trust Supplement.
(f) Unless and until Definitive Certificates of a series are issued pursuant to subsection (c) above, on the Record Date prior to each applicable Regular Distribution Date and Special Distribution Date, the Trustee will request from the Clearing Agency a securities position listing setting forth the names of all Clearing Agency Participants reflected on the Clearing Agency's books as holding interests in the Certificates on such Record Date.
Appears in 1 contract
Samples: Pass Through Trust Agreement (Delta Air Lines Inc /De/)
Book-Entry and Definitive Certificates. (a) Except for one Certificate of each series that may be issued in a denomination of less than $1,000, the The Certificates of any series may be issued in the form of one or more typewritten Certificates representing the Book-Entry Certificates of such series, to be delivered to The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Company. In such case, the Certificates of such series delivered to The Depository Trust Company shall initially be registered on the Register in the name of CEDE & Co., the nominee of the initial Clearing Agency, and no Certificate Owner will receive a definitive certificate representing such Certificate Owner's interest in the Certificates of such series, except as provided above and in Subsection (dc) below. As to the Certificates of any series, except with respect to the one Certificate of such series that may be issued in a denomination of less than $1,000, unless and until definitive, fully registered Certificates (the "Definitive Certificates") have been issued pursuant to Subsection (dc) below:
(i) the provisions of this Section 3.09 shall be in full force and effect;
(ii) the Company, the Paying Agent, the Registrar and the Trustee may deal with the Clearing Agency and the Clearing Agency Participants for all purposes (including the making of distributions on the CertificatesCertificates and the distribution of statements pursuant to Section 4.03) as the authorized representatives of the Certificate Owners;
(iii) to the extent that the provisions of this Section 3.09 conflict with any other provisions of this Agreement (other than the provisions of any Trust Supplement amending this Section 3.09 as permitted by this Basic Agreement), the provisions of this Section 3.09 shall control;
(iv) the rights of Certificate Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency Participants; and until Definitive Certificates are issued pursuant to Subsection (dc) below, the Clearing Agency will make book-entry transfers among the Clearing Agency 31 25 Participants and receive and transmit distributions of principal and interest and premium, if any, on the Certificates to such Clearing Agency Participants; and
(v) whenever this Agreement requires or permits actions to be taken based upon instructions or directions of Certificateholders of such series holding Certificates of such series evidencing a specified percentage of the Fractional Undivided Interests in the related Trust, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Certificate Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in Certificates of such series and has delivered such instructions to the Trustee. The Trustee shall have no obligation to determine whether the Clearing Agency has in fact received any such instructions.
(b) Except with respect to the one Certificate of each series that may be issued in a denomination of less than $1,000, whenever Whenever notice or other communication to the Certificateholders of such series is required under this Agreement, unless and until Definitive Certificates shall have been issued pursuant to Subsection (dc) below, the Trustee shall give all such notices and communications specified herein to be given to Certificateholders of such series to the Clearing Agency.
(c) Unless and until Definitive Certificates of a series are issued pursuant to Subsection (d) below, on the Record Date prior to each applicable Regular Distribution Date and Special Distribution Date, the Trustee will request from the Clearing Agency a Securities Position Listing setting forth the names of all Clearing Agency Participants reflected on the Clearing Agency's books as holding interests in the Certificates on such Record Date.
(d) If with respect to the Certificates of any series (i) the Company advises the Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities and the Trustee or the Company is unable to locate a qualified successor, (ii) the Company at its option, advises the Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or (iii) after the occurrence of an Event of DefaultDefault with respect to the related Trust, Certificate Owners of Book-Entry Certificates of such series evidencing Fractional Undivided Interests aggregating not less than a majority in interest in the related Trust, by Act of said Certificate Owners delivered to the Company and the Trustee, advise the Company, the Trustee and the Clearing Agency through the Clearing Agency Participants in writing that the continuation of a book-entry system through the Clearing Agency Participants is no longer in the best interests of the Certificate Owners of such series, then the Trustee shall notify all Certificate Owners of such series, through the Clearing Agency, of the occurrence of any such event and of the availability of Definitive Certificates. Upon surrender to the Trustee of all the Certificates of such series held by the Clearing Agency, accompanied by registration instructions from the Clearing Agency Participants for registration of Definitive Certificates in the names of Certificate Owners of such series, the Trustee shall issue and deliver the Definitive Certificates of such series in accordance with the instructions of the Clearing Agency. Neither 32 26 the Company, the Registrar, the Paying Agent nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such registration instructions. Upon the issuance of Definitive Certificates of such series, the Trustee shall recognize the Person in whose name the Definitive Certificates are registered in the Register as Certificateholders hereunder. Neither the Company nor the Trustee shall be liable if the Trustee or the Company is unable to locate a qualified successor Clearing Agency.
(e) Except as otherwise provided in the related Trust Supplement, the Trustee shall enter into the applicable Letter of Representations with respect to such series of Certificates and fulfill its responsibilities thereunder.
(fd) The provisions of this Section 3.09 may be made inapplicable to any series or may be amended with respect to any series in the related Trust Supplement.
Appears in 1 contract
Samples: Pass Through Trust Agreement (America West Airlines Inc)
Book-Entry and Definitive Certificates. (a) Except for one Certificate of each series that may be issued in a denomination of less than $1,000, the The Certificates of any series may be issued in the form of one or more typewritten Certificates representing the Book-Entry Certificates of such series, to be delivered to The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Company. In such case, the Certificates of such series delivered to The Depository Trust Company shall initially be registered on the Register in the name of CEDE & Co., the nominee of the initial Clearing Agency, and no Certificate Owner will receive a definitive certificate representing such Certificate Owner's interest in the Certificates of such series, except as provided above and in Subsection (dc) below. As to the Certificates of any series, except with respect to the one Certificate of such series that may be issued in a denomination of less than $1,000, unless and until definitive, fully registered Certificates (the "Definitive Certificates") have been issued pursuant to Subsection (dc) below:
(i) the provisions of this Section 3.09 shall be in full force and effect;
(ii) the Company, the Paying Agent, the Registrar and the Trustee may deal with the Clearing Agency and the Clearing Agency Participants for all purposes (including the making of distributions on the CertificatesCertificates and the distribution of statements pursuant to Section 4.03) as the authorized representatives of the Certificate Owners;
(iii) to the extent that the provisions of this Section 3.09 conflict with any other provisions of this Agreement (other than the provisions of any Trust Supplement amending this Section 3.09 as permitted by this Basic Agreement), the provisions of this Section 3.09 shall control;
(iv) the rights of Certificate Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency Participants; and until Definitive Certificates are issued pursuant to Subsection (dc) below, the Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest and premium, if any, on the Certificates to such Clearing Agency Participants; and
(v) whenever this Agreement requires or permits actions to be taken based upon instructions or directions of Certificateholders of such series holding Certificates of such series evidencing a specified percentage of the Fractional Undivided Interests in the related Trust, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Certificate Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in Certificates of such series and has delivered such instructions to the Trustee. The Trustee shall have no obligation to determine whether the Clearing Agency has in fact received any such instructions.
(b) Except with respect to the one Certificate of each series that may be issued in a denomination of less than $1,000, whenever Whenever notice or other communication to the Certificateholders of such series is required under this Agreement, unless and until Definitive Certificates shall have been issued pursuant to Subsection (dc) below, the Trustee shall give all such notices and communications specified herein to be given to Certificateholders of such series to the Clearing Agency.
(c) Unless and until Definitive Certificates of a series are issued pursuant to Subsection (d) below, on the Record Date prior to each applicable Regular Distribution Date and Special Distribution Date, the Trustee will request from the Clearing Agency a Securities Position Listing setting forth the names of all Clearing Agency Participants reflected on the Clearing Agency's books as holding interests in the Certificates on such Record Date.
(d) If with respect to the Certificates of any series (i) the Company advises the Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities and the Trustee or the Company is unable to locate a qualified successor, (ii) the Company at its option, advises the Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or (iii) after the occurrence of an Event of DefaultDefault with respect to the related Trust, Certificate Owners of Book-Entry Certificates of such series evidencing Fractional Undivided Interests aggregating not less than a majority in interest in the related Trust, by Act of said Certificate Owners delivered to the Company and the Trustee, advise the Company, the Trustee and the Clearing Agency through the Clearing Agency Participants in writing that the continuation of a book-entry system through the Clearing Agency Participants is no longer in the best interests of the Certificate Owners of such series, then the Trustee shall notify all Certificate Owners of such series, through the Clearing Agency, of the occurrence of any such event and of the availability of Definitive Certificates. Upon surrender to the Trustee of all the Certificates of such series held by the Clearing Agency, accompanied by registration instructions from the Clearing Agency Participants for registration of Definitive Certificates in the names of Certificate Owners of such series, the Trustee shall issue and deliver the Definitive Certificates of such series in accordance with the instructions of the Clearing Agency. Neither the Company, the Registrar, the Paying Agent nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such registration instructions. Upon the issuance of Definitive Certificates of such series, the Trustee shall recognize the Person in whose name the Definitive Certificates are registered in the Register as Certificateholders hereunder. Neither the Company nor the Trustee shall be liable if the Trustee or the Company is unable to locate a qualified successor Clearing Agency.
(e) Except as otherwise provided in the related Trust Supplement, the Trustee shall enter into the applicable Letter of Representations with respect to such series of Certificates and fulfill its responsibilities thereunder.
(fd) The provisions of this Section 3.09 may be made inapplicable to any series or may be amended with respect to any series in the related Trust Supplement.
Appears in 1 contract
Samples: Pass Through Trust Agreement (America West Airlines Inc)
Book-Entry and Definitive Certificates. (a) Except for one Certificate of each series that may be issued in a denomination of less than $1,000, the Certificates of any each series may be issued in the form of one or more typewritten Certificates representing the Book-Entry Certificates of such series, to be delivered to The Depository Trust CompanyDTC, the initial Clearing Agency, by, or on behalf of, the Company. In such case, the Certificates of such series delivered to The Depository Trust Company DTC shall initially be registered on the Register in the name of CEDE & Co., the nominee of the initial Clearing Agency, and no Certificate Owner will receive a definitive certificate representing such Certificate Owner's interest in the Certificates of such series, except as provided above and in Subsection (d) below. As to the Certificates of any series, except Except with respect to the one Certificate of such each series that may be issued in a denomination of less than $1,000, unless and until definitive, fully registered Certificates of such series (the "Definitive Certificates") have been issued pursuant to Subsection (d) below:
(i) the provisions of this Section 3.09 shall be in full force and effect;
(ii) the Company, the Paying Agent, the Registrar and the Trustee may deal with the Clearing Agency Participants for all purposes (including the making of distributions on the Certificates) as the authorized representatives representative of the Certificate Owners;
(iii) to the extent that the provisions of this Section 3.09 conflict with any other provisions of this Basic Agreement or any Trust Supplement (other than the provisions of any Trust Supplement amending this Section 3.09 as permitted by this Basic Agreement), the provisions of this Section 3.09 shall control;
(iv) the rights of Certificate Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency Participants; and until Definitive Certificates are issued pursuant to Subsection (d) below, the Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest and premium, if any, on the Certificates to such Clearing Agency Participants; and
(v) whenever this Basic Agreement or any Trust Supplement requires or permits actions to be taken based upon instructions or directions of Certificateholders of such series holding Certificates of such series evidencing a specified percentage of the Fractional Undivided Interests in the related Trust, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Certificate Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in Certificates of such series and has delivered such instructions to the Trustee. The Trustee 18 shall have no obligation to determine whether the Clearing Agency has in fact received any such instructions.
(b) Except with respect to the one Certificate of each series that may be issued in a denomination of less than $1,000, whenever notice or other communication to the Certificateholders of such series is required under this AgreementBasic Agreement or the related Trust Supplement, unless and until Definitive Certificates shall have been issued pursuant to Subsection (d) below, the Trustee shall give all such notices and communications specified herein to be given to Certificateholders of such series to the Clearing AgencyAgency and/or the Clearing Agency Participants, and shall make available additional copies as requested by such Clearing Agency Participants.
(c) Unless and until Definitive Certificates of a series are issued pursuant to Subsection (d) below, on the Record Date prior to each applicable Regular Distribution Date and Special Distribution Date, the Trustee will request from the Clearing Agency DTC a Securities Position Listing (as defined in the Letter of Representations) setting forth the names of all Clearing Agency Participants reflected on the Clearing AgencyDTC's books as holding interests in the Certificates of such series on such Record Date. The Trustee shall mail to each such Clearing Agency Participant, the statements described in Section 4.03 hereof and will make available additional copies as requested by such Clearing Agency Participant to be available for forwarding to Certificate Owners.
(d) If with respect to the Certificates of any series series, (i) the Company advises the Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities and the Trustee or the Company is unable to locate a qualified successor, (ii) the Company at its option, advises the Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or (iii) after the occurrence of an Event of Default, Certificate Owners of Book-Entry Certificates of such series evidencing Fractional Undivided Interests aggregating not less than a majority in interest in the related Trust, by Act of said Certificate Owners delivered to the Company and the Trustee, advise the Company, the Trustee and the Clearing Agency through the Clearing Agency Participants in writing that the continuation of a book-entry system through the Clearing Agency Participants is no longer in the best interests of the Certificate Owners of such series, then the Trustee shall notify all Certificate Owners of such series, through the Clearing Agency, of the occurrence of any such event and of the availability of Definitive Certificates. Upon surrender to the Trustee of all the Certificates of such series held by the Clearing Agency, accompanied by registration instructions from the Clearing Agency Participants for registration of Definitive Certificates in the names of Certificate Owners of such series, the Trustee shall issue and deliver the Definitive Certificates of such series in accordance with the instructions of the Clearing Agency. Neither the Company, the Registrar, the Paying Agent nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such registration instructions. Upon the issuance of Definitive Certificates of such series, the Trustee shall recognize the Person in whose name the such Definitive Certificates are registered in the Register as Certificateholders of such series hereunder. Neither the Company nor the Trustee shall be liable if the Trustee or the Company is unable to locate a qualified successor Clearing Agency.
(e) Except as otherwise provided in the related Trust Supplement, the Trustee shall enter into the applicable Letter of Representations with respect to such each series of Certificates and fulfill its responsibilities thereunder.
(f) The provisions of this Section 3.09 may be made inapplicable to any series or may be amended with respect to any series in the related Trust Supplement.
Appears in 1 contract
Book-Entry and Definitive Certificates. (a) Except for one Certificate of each series that may be issued in a denomination of less than $1,000, the The Certificates of any series may be issued at the option of the Company in the form of one or more typewritten Certificates representing the Book-Entry Certificates of such series, to be delivered to The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Company. In such case, the Certificates of such series delivered to The Depository Trust Company shall initially be registered on the Register in the name of CEDE Cede & Co., the nominee of the initial Clearing Agency, and no Certificate Owner will receive a definitive certificate representing such Certificate Owner's ’s interest in the Certificates of such series, except as provided above and in Subsection (d) below. As to the Certificates of any series, except with respect to such series (other than the one Certificate of or such series that may be issued in a denomination of less other than an even multiple of $1,000), unless and until definitive, fully registered Certificates (the "“Definitive Certificates"”) have been issued pursuant to Subsection (d) below:
(i1) the provisions of this Section 3.09 3.05 shall be in full force and effect;
(ii2) the Company, the Paying Agent, the Registrar and the Trustee may deal with the Clearing Agency Participants for all purposes (including the making of distributions on the Certificates) as the authorized representatives of the Certificate Owners);
(iii3) to the extent that the provisions of this Section 3.09 3.05 conflict with any other provisions of this Agreement (other than the provisions of any Trust Supplement expressly amending this Section 3.09 3.05 as permitted by this Basic Agreement), the provisions of this Section 3.09 3.05 shall control;
(iv4) the rights of Certificate Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency Participants; and until Definitive Certificates are issued pursuant to Subsection (d) below, the Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and principal, interest and premium, if any, on the Certificates to such Clearing Agency Participants;
(5) such Certificates of such series may be transferred in whole, but not in part, and in the manner provided in Section 3.04, by the Clearing Agency holding such Certificates to a nominee of such Clearing Agency, or by such Clearing Agency to a successor Clearing Agency that has been selected or approved by the Company or to a nominee of such successor Clearing Agency; and
(v6) whenever this Agreement requires or permits actions to be taken based upon instructions or directions of Certificateholders of such series holding Certificates of such series evidencing a specified percentage of the Fractional Undivided Interests in the related Trust, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Certificate Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in Certificates of such series and has delivered such instructions to the Trustee. The None of the Company, the Parent or the Trustee or any agent of any of them shall have no any obligation to determine whether the Clearing Agency has in fact received any such instructions.
(b) Except with respect to the one Certificate of each series that may be issued in a denomination of less than $1,000, whenever Whenever notice or other communication to the Certificateholders of such a series is required under this Agreement, unless and until Definitive Certificates shall have been issued pursuant to Subsection (d) below, the Trustee shall give all such notices and communications specified herein to be given to Certificateholders of such series to the Clearing Agency.
(c) Unless and until Definitive Certificates of a series are issued pursuant to Subsection (d) below, on Except as otherwise provided in the Record Date prior to each applicable Regular Distribution Date and Special Distribution Daterelated Trust Supplement, the Trustee will request from shall enter into the Clearing Agency a Securities Position Listing setting forth the names applicable Letter of all Clearing Agency Participants reflected on the Clearing Agency's books as holding interests in the Representations with respect to each series of Certificates on such Record Dateand fulfill its responsibilities thereunder.
(d) If with respect to the Certificates of any series (i) the Company advises the Trustee in writing that the Clearing Agency is no longer willing or able to discharge properly discharge its responsibilities and the Trustee or the Company is unable to locate a qualified successor, (ii) the Company Company, at its option, advises the Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or (iii) after the occurrence of an Event of Default, Certificate Owners of Book-Entry Certificates of such series evidencing Fractional Undivided Interests aggregating not less than a majority in interest in the related Trust, by Act of said such Certificate Owners delivered to the Company and the Trustee, advise the Company, the Trustee and the Clearing Agency through the Clearing Agency Participants in writing that the continuation of a book-entry system through the Clearing Agency Participants is no longer in the best interests of the Certificate Owners of such series, then the Trustee shall notify all Certificate Owners of such series, through the Clearing Agency, of the occurrence of any such event and of the availability of Definitive Certificates. Upon surrender to the Trustee of all the Certificates of such series held by the Clearing Agency, accompanied by registration instructions from the Clearing Agency Participants for registration of Definitive Certificates in the names of Certificate Owners of such series, the Trustee shall issue and deliver the Definitive Certificates of such series in accordance with the instructions of the Clearing Agency. Neither the Company, the Registrar, the Paying Agent nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such registration instructions. Upon the issuance of Definitive Certificates of such series, the Trustee shall recognize the Person Persons in whose name names the Definitive Certificates are registered in the Register as Certificateholders hereunder. Neither the Company nor the Trustee shall be liable if the Trustee or the Company is unable to locate a qualified successor Clearing Agency.
(e) Except as otherwise provided in the related Trust Supplement, the Trustee shall enter into the applicable Letter of Representations with respect to such series of Certificates and fulfill its responsibilities thereunder.
(f) The provisions of this Section 3.09 3.05 may be made inapplicable to any series or may be amended with respect to any series in the related Trust Supplement.
Appears in 1 contract
Samples: Pass Through Trust Agreement (American Airlines Inc)
Book-Entry and Definitive Certificates. (a) Except for one Certificate of each series that may be issued in a denomination of less other than an even multiple of $1,000, the Certificates of any series may be issued at the option of the Company in the form of one or more typewritten Certificates representing the Book-Entry Certificates of such series, to be delivered to The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Company. In such case, the Certificates of such series delivered to The Depository Trust Company shall initially be registered on the Register in the name of CEDE the initial Clearing Agency, Cede & Co., the nominee of the initial Clearing AgencyAgency or such other nominee of the initial Clearing Agency as it may so direct, and no Certificate Owner will receive a definitive certificate representing such Certificate Owner's ’s interest in the Certificates of such series, except as provided above and in Subsection (d) below. As to the Certificates of any series, except with respect to such series (other than the one Certificate of or such series that may be issued in a denomination of less other than an even multiple of $1,000), unless and until definitive, fully registered Certificates (the "“Definitive Certificates"”) have been issued pursuant to Subsection (d) below:
(i1) the provisions of this Section 3.09 3.05 shall be in full force and effect;effect;
(ii2) the Company, the Paying Agent, the Registrar and the Trustee may deal with the Clearing Agency Participants for all purposes (including the making of distributions on the Certificates) as the authorized representatives of the Certificate Owners;Certificates);
(iii3) to the extent that the provisions of this Section 3.09 conflict with any other provisions of this Agreement (other than the provisions of any Trust Supplement expressly amending this Section 3.09 3.05 as permitted by this Basic Agreement), the provisions of this Section 3.09 3.05 shall control;control;
(iv4) the rights of Certificate Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency Participants; Participants; and until Definitive Certificates are issued pursuant to Subsection (d) below, the Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and principal, interest and premium, if any, on the Certificates to such Clearing Agency Participants; Participants;
(5) such Certificates of such series may be transferred in whole, but not in part, and in the manner provided in Section 3.04, by the Clearing Agency holding such Certificates to a nominee of such Clearing Agency, or by such Clearing Agency to a successor Clearing Agency that has been selected or approved by the Company or to a nominee of such successor Clearing Agency; and
(v6) whenever this Agreement requires or permits actions to be taken based upon instructions or directions of Certificateholders of such series holding Certificates of such series evidencing a specified percentage of the Fractional Undivided Interests in the related Trust, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Certificate Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in Certificates of such series and has delivered such instructions to the Trustee. The None of the Company, the Parent or the Trustee or any agent of any of them shall have no any obligation to determine whether the Clearing Agency has in fact received any such instructions.
(b) Except with respect to the one Certificate of each series that may be issued in a denomination of less than $1,000, whenever Whenever notice or other communication to the Certificateholders of such a series is required under this Agreement, unless and until Definitive Certificates shall have been issued pursuant to Subsection (d) below, the Trustee shall give all such notices and communications specified herein to be given to Certificateholders of such series to the Clearing Agency.
(c) Unless and until Definitive Certificates of a series are issued pursuant to Subsection (d) below, on Except as otherwise provided in the Record Date prior to each applicable Regular Distribution Date and Special Distribution Daterelated Trust Supplement, the Trustee will request from shall enter into the Clearing Agency a Securities Position Listing setting forth the names applicable Letter of all Clearing Agency Participants reflected on the Clearing Agency's books as holding interests in the Representations with respect to each series of Certificates on such Record Dateand fulfill its responsibilities thereunder.
(d) If with respect to the Certificates of any series (i) the Company advises the Trustee in writing that the Clearing Agency is no longer willing or able to discharge properly discharge its responsibilities and the Trustee or the Company is unable to locate a qualified successor, (ii) the Company Company, at its option, advises the Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or (iii) after the occurrence of an Event of Default, Certificate Owners of Book-Entry Certificates of such series evidencing Fractional Undivided Interests aggregating not less than a majority in interest in the related Trust, by Act of said such Certificate Owners delivered to the Company and the Trustee, advise the Company, the Trustee and the Clearing Agency through the Clearing Agency Participants in writing that the continuation of a book-entry system through the Clearing Agency Participants is no longer in the best interests of the Certificate Owners of such series, then the Trustee shall notify all Certificate Owners of such series, through the Clearing Agency, of the occurrence of any such event and of the availability of Definitive Certificates. Upon surrender to the Trustee of all the Certificates of such series held by the Clearing Agency, accompanied by registration instructions from the Clearing Agency Participants for registration of Definitive Certificates in the names of Certificate Owners of such series, the Trustee shall issue and deliver the Definitive Certificates of such series in accordance with the instructions of the Clearing Agency. Neither the Company, the Registrar, the Paying Agent nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such registration instructions. Upon the issuance of Definitive Certificates of such series, the Trustee shall recognize the Person Persons in whose name names the Definitive Certificates are registered in the Register as Certificateholders hereunder. Neither the Company nor the Trustee shall be liable if the Trustee or the Company is unable to locate a qualified successor Clearing Agency.
(e) Except as otherwise provided in the related Trust Supplement, the Trustee shall enter into the applicable Letter of Representations with respect to such series of Certificates and fulfill its responsibilities thereunder.
(f) The provisions of this Section 3.09 3.05 may be made inapplicable to any series or may be amended with respect to any series in the related Trust Supplement.
(f) Unless and until Definitive Certificates of a series are issued pursuant to subsection (c) above, on the Record Date prior to each applicable Regular Distribution Date and Special Distribution Date, the Trustee will request from the Clearing Agency a securities position listing setting forth the names of all Clearing Agency Participants reflected on the Clearing Agency’s books as holding interests in the Certificates on such Record Date.
Appears in 1 contract
Book-Entry and Definitive Certificates. (a) Except for one Certificate of each series that may be issued in a denomination of less than $1,000, the The Certificates of any series may be issued in the form of one or more typewritten Certificates representing the Book-Entry Certificates of such series, to be delivered to The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Company. In such case, the Certificates of such series delivered to The Depository Trust Company shall initially be registered on the Register in the name of CEDE & Co., the nominee of the initial Clearing Agency, and no Certificate Owner will receive a definitive certificate representing such Certificate Owner's interest in the Certificates of such series, except as provided above and in Subsection (d) below. As to the Certificates of any series, except with respect to the one Certificate of such series that may be issued in a denomination of less than $1,000, unless and until definitive, fully registered Certificates (the "Definitive Certificates") have been issued pursuant to Subsection (d) below:
(i) the provisions of this Section 3.09 3.05 shall be in full force and effect;
(ii) the Company, the Paying Agent, the Registrar and the Trustee may deal with the Clearing Agency Participants for all purposes (including the making of distributions on the Certificates) as the authorized representatives of the Certificate Owners;
(iii) to the extent that the provisions of this Section 3.09 3.05 conflict with any other provisions of this Agreement (other than the provisions of any Trust Supplement expressly amending this Section 3.09 3.05 as permitted by this Basic Agreement), the provisions of this Section 3.09 3.05 shall control;
(iv) the rights of Certificate Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency Participants; and until Definitive Certificates are issued pursuant to Subsection (d) below, the Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and principal, interest and premium, if any, on the Certificates to such Clearing Agency Participants; and
(v) whenever this Agreement requires or permits actions to be taken based upon instructions or directions of Certificateholders of such series holding Certificates of such series evidencing a specified percentage of the Fractional Undivided Interests in the related Trust, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Certificate Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in Certificates of such series and has delivered such instructions to the Trustee. The Trustee shall have no obligation to determine whether the Clearing Agency has in fact received any such instructions.
(b) Except with respect to the one Certificate of each series that may be issued in a denomination of less than $1,000, whenever Whenever notice or other communication to the Certificateholders of such series is required under this Agreement, unless and until Definitive Certificates shall have been issued pursuant to Subsection (d) below, the Trustee shall give all such notices and communications specified herein in this Agreement to be given to Certificateholders of such series to the Clearing Agency.
(c) Unless and until Definitive Certificates of a series are issued pursuant to Subsection (d) below, on the Record Date prior to each applicable Regular Distribution Date and Special Distribution Date, the Trustee will request from the Clearing Agency a Securities Position Listing securities position listing setting forth the names of all Clearing Agency Participants reflected on the Clearing Agency's books as holding interests in the Certificates on such Record Date.
(d) If with respect to the Certificates of any series (i) the Company advises the Trustee in writing that the Clearing Agency is no longer willing or able to discharge properly discharge its responsibilities and the Trustee or the Company is unable to locate a qualified successor, (ii) the Company Company, at its option, advises the Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or (iii) after the occurrence of an Event of Default, Certificate Owners of Book-Entry Certificates of such series evidencing Fractional Undivided Interests aggregating not less than a majority in interest in the related Trust, by Act of said such Certificate Owners delivered to the Company and the Trustee, advise the Company, the Trustee and the Clearing Agency through the Clearing Agency Participants in writing that the continuation of a book-entry system through the Clearing Agency Participants is no longer in the best interests of the Certificate Owners of such series, then the Trustee shall notify all Certificate Owners of such series, through the Clearing Agency, of the occurrence of any such event and of the availability of Definitive Certificates. Upon surrender to the Trustee of all the Certificates of such series held by the Clearing Agency, accompanied by registration instructions from the Clearing Agency Participants for registration of Definitive Certificates in the names of Certificate Owners of such series, the Trustee shall issue and deliver the Definitive Certificates of such series in accordance with the instructions of the Clearing Agency. Neither None of the Company, the Parent, the Registrar, the Paying Agent nor or the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such registration instructions. Upon the issuance of Definitive Certificates of such series, the Trustee shall recognize the Person in whose name the Definitive Certificates are registered in the Register as Certificateholders hereunderunder this Agreement. Neither None of the Company nor Company, the Parent or the Trustee shall be liable if the Trustee or the Company is unable to locate a qualified successor Clearing Agency.
(e) Except as otherwise provided in the related Trust Supplement, the Trustee shall enter into the applicable Letter of Representations with respect to such series of Certificates and fulfill its responsibilities thereunder.
(f) The provisions of this Section 3.09 3.05 may be made inapplicable to any series or may be amended with respect to any series in the related Trust Supplement.
Appears in 1 contract
Book-Entry and Definitive Certificates. (a) Except for one Certificate of each series that may Certificates issued to Institutional Accredited Investors which must be issued in a denomination the form of less than $1,000definitive, fully registered Certificates (“Definitive Certificates”), the Certificates of any series may will be issued in the form of one or more typewritten Certificates in fully registered form without coupons representing the Book-Entry Certificates of such series, to be delivered to The Depository Trust CompanyDTC, the initial Clearing Agency, by, or on behalf of, the CompanyPass Through Trustee. In such case, the The Certificates of such series delivered to The Depository Trust Company DTC shall initially be registered on the Register in the name of CEDE Cede & Co., the nominee of the initial Clearing Agency, and no Certificate Owner will receive a definitive certificate representing such Certificate Owner's ’s interest in the Certificates of such seriesCertificates, except as provided above and in Subsection subsection (dc) below. As to the Certificates of any series, except with respect to the one Certificate of such series that may be issued in a denomination of less than $1,000Book-Entry Certificates, unless and until definitive, fully registered Definitive Certificates (the "Definitive Certificates") have been issued pursuant to Subsection subsection (dc) below:
(i) the provisions of this Section 3.09 3.9 shall be in full force and effect;
(ii) the CompanyLessee, the Guarantor, the Owner Lessors, the Paying Agent, the Registrar and the Pass Through Trustee may deal with the Clearing Agency Participants for all purposes (including the making of distributions on the Certificates) as the authorized representatives representative of the Certificate Owners;
(iii) to the extent that the provisions of this Section 3.09 3.9 conflict with any other provisions of this Pass Through Trust Agreement (other than the provisions of any Trust Supplement supplemental agreement amending this Section 3.09 3.9 as permitted by this Basic Pass Through Trust Agreement), the provisions of this Section 3.09 3.9 shall control;
(iv) the rights of Certificate Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency Participants; and ;
(v) until Definitive Certificates are issued pursuant to Subsection subsection (dc) below, the Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest and premium, if any, on the Certificates to such Clearing Agency Participants; and
(vvi) whenever this Pass Through Trust Agreement requires or permits actions to be taken based upon instructions or directions of Certificateholders of such series holding Certificates of such series evidencing a specified percentage of the Fractional Undivided Interests in the related Pass Through Trust, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Certificate Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in Certificates of such series and has delivered such instructions to the Pass Through Trustee. The Pass Through Trustee shall have no obligation to determine (and shall incur no liability in connection with any determination of) whether the Clearing Agency has in fact received any such instructions.
(b) Except with With respect to the one Certificate of each series that may be issued in a denomination of less than $1,000Book-Entry Certificates, whenever notice or other communication to the Certificateholders of such series is required under this Pass Through Trust Agreement, unless and until Definitive Certificates shall have been issued pursuant to Subsection subsection (dc) below, the Pass Through Trustee shall give all such notices and communications specified herein to be given to Certificateholders of such series to the Clearing AgencyAgency and/or the Clearing Agency Participants (and, upon receipt of a valid Certificate Owner Request to receive such notices and communications, to the Certificateholder or Certificate Owner making such request), and shall make available additional copies as reasonably requested by such Clearing Agency Participants.
(c) Unless and until Definitive Certificates of a series are issued pursuant to Subsection (d) below, on the Record Date prior to each applicable Regular Distribution Date and Special Distribution Date, the Trustee will request from the Clearing Agency a Securities Position Listing setting forth the names of all Clearing Agency Participants reflected on the Clearing Agency's books as holding interests in the Certificates on such Record Date.
(d) If with respect to the Certificates of any series (i) the Company Lessee advises the Pass Through Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities and the Trustee or the Company Lessee is unable to locate a qualified successor, (ii) the Company Lessee (or, upon the occurrence and during the continuation of a Lease Event of Default, the applicable Owner Lessor) at its option, advises the Pass Through Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or Agency, (iii) after the occurrence of an Event of Default, Certificate Owners of Book-Entry Certificates of such series evidencing Fractional Undivided Interests aggregating not less than a majority in interest in the related Pass Through Trust, by Act of said Certificate Owners delivered to the Company Lessee and the Pass Through Trustee, advise the CompanyLessee, the Owner Lessors, the Pass Through Trustee and the Clearing Agency through the Clearing Agency Participants in writing that the continuation of a book-entry system through the Clearing Agency Participants is no longer in the best interests of the Certificate Owners or (iv) with the consent of such seriesthe Lessee, upon the request of any Certificate Owner that beneficially owns at least $10,000,000 in aggregate amount of Certificates, then the Pass Through Trustee shall notify all Certificate Owners (except in the case of such seriesclause (iv)), through the Clearing Agency, of the occurrence of any such event and of the availability of Definitive Certificates. Upon surrender to the Pass Through Trustee of all the Certificates (or, in the case of clause (iv) above, that portion attributable to such series Certificate Owner) held by the Clearing Agency, accompanied by registration instructions from the Clearing Agency Participants for registration of Definitive Certificates in the names of Certificate Owners (or, in the case of clause (iv) above, such seriesrequesting Certificate Owner), the Trustee Pass Through Trust shall issue and deliver the Definitive Certificates of such series in accordance with the instructions of the Clearing AgencyAgency (including any legends on such Definitive Certificates as may have been applicable to the Certificates held by the Clearing Agency at such time). Neither None of the CompanyLessee, the Guarantor, the Owner Lessors, the Registrar, the Paying Agent nor or the Pass Through Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such registration instructions. Upon the issuance of Definitive Certificates of such seriesCertificates, the Pass Through Trustee shall recognize the Person in whose name the Definitive Certificates are registered in the Register as Certificateholders Certificateholder hereunder. Neither the Company Lessee nor the Pass Through Trustee shall be liable if the Trustee or the Company Lessee is unable to locate a qualified successor Clearing Agency.
(d) The Certificates sold in offshore transactions in reliance on Regulation S under the Securities Act will be represented initially by one or more temporary Book-Entry Certificates, in definitive, fully registered form without interest coupons (collectively, the “Temporary Regulation S Global Certificate”) and will be deposited with the Pass Through Trustee as custodian for DTC and registered in the name of a nominee of DTC for the accounts of the Euroclear System (“Euroclear”) and Clearstream Banking, S.A. (“Clearstream”). Each Temporary Regulation S Global Certificate will be exchangeable for one or more permanent Book-Entry Certificates (collectively, the “Permanent Regulation S Global Certificate,” and together with the Temporary Regulation S Global Certificate, the “Regulation S Global Certificate”) on or after 40 days after the later of the commencement of the offering of the Certificates and the Issuance Date upon certification that the beneficial interests in such Book-Entry Certificate are owned by persons who are not U.S. persons as defined in Regulation S. Prior to the expiration of such 40-day period, beneficial interests in the Temporary Regulation S Global Certificate may be held only through Euroclear or Clearstream, and any resale or other transfer of such interests to U.S. persons shall not be permitted during such period unless such resale or transfer is made pursuant to Rule 144A or Regulation S under the Securities Act and in accordance with the certification requirements specified in Section 3.9(e). The aggregate original principal amount of the Regulation S Global Certificate may from time to time be increased or decreased by adjustments made on the records of the Pass Through Trustee, as custodian for DTC, in connection with a corresponding decrease or increase in the aggregate original principal amount of a Definitive Certificate or the Restricted Global Certificate, as hereinafter provided.
(e) Except as otherwise provided The Certificates sold in reliance on Rule 144A under the Securities Act will be represented by one or more Definitive Certificates restricted consistent with the provisions described in Section 3.1(c) (collectively, the “Restricted Global Certificate”). Prior to the 40th day after the later of the commencement of the offering of the Certificates and the Issuance Date, a beneficial interest in the related Trust SupplementTemporary Regulation S Global Certificate may be transferred to a person who takes delivery in the form of an interest in the Restricted Global Certificate only upon receipt by the Pass Through Trustee of a written certification from the transferor (in the form of Exhibit C hereto) to the effect that such transfer is being made to a person who the transferor reasonably believes is a “qualified institutional buyer” within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction. Beneficial interests in the Restricted Global Certificate may be transferred to a person who takes delivery in the form of an interest in the Regulation S Global Certificate whether before, on or after such 40th day, only upon receipt by the Pass Through Trustee of a written certification (in the form of Exhibit C hereto) to the effect that such transfer is being made in accordance with Regulation S under the Securities Act and, if such transfer occurs prior to such 40th day, the interest will be held immediately thereafter only through Euroclear or Clearstream. The aggregate initial principal amount of the Restricted Global Certificate may from time to time be increased or decreased by adjustments made on the records of the Pass Through Trustee, as custodian for DTC, in connection with a corresponding decrease or increase in the aggregate initial principal amount of a Definitive Certificate or a Regulation S Global Certificate, as hereinafter provided.
(f) Any beneficial interest in one of the Book-Entry Certificates that is transferred to a person who takes delivery in the form of an interest in another Book-Entry Certificate will, upon transfer, cease to be an interest in such first Book-Entry Certificate and become an interest in such other Book-Entry Certificate and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interests in such other Book-Entry Certificate for so long as it remains such an interest. Upon the transfer of Definitive Certificates to a qualified institutional buyer or in accordance with Regulation S, such Definitive Certificates will be exchanged for an interest in a Book-Entry Certificate.
(g) Upon the transfer of a Definitive Certificate to a qualified institutional buyer within the meaning of Rule 144A under the Securities Act, such Definitive Certificate will be exchanged for an interest in a Book-Entry Certificate upon surrender and cancellation of such Definitive Certificate in which case the interest in such Book-Entry Certificate shall be increased to the principal amount so transferred. Upon the transfer of a portion of a Definitive Certificate to a qualified institutional buyer within the meaning of Rule 144A under the Securities Act, such Definitive Certificate will be exchanged for an interest in a Book-Entry Certificate, such Definitive Certificate shall be cancelled, and the Pass Through Trustee shall execute, authenticate and deliver to the transferring Holder a new Definitive Certificate representing the principal amount not so transferred. Upon the transfer of an interest in a Book-Entry Certificate to an Institutional Accredited Investor, such interest in such Book-Entry Certificate shall be exchanged for a Definitive Certificate, upon which the interests in such Book-Entry Certificate shall be reduced to the principal amount not so transferred, and the Pass Through Trustee shall execute, authenticate and deliver to the transferring Holder a new Definitive Certificate representing the principal amount so transferred.
(h) The Pass Through Trustee shall enter into the applicable a Letter of Representations with respect to such series of the Certificates and fulfill its respective responsibilities thereunder.
(fi) The provisions Book-Entry Certificates shall be issued in minimum denominations of $2,000 or integral multiples of $1,000 in excess thereof.
(j) Upon request, any Certificateholder that (i) holds a Definitive Certificate and (ii) is a qualified institutional buyer within the meaning of Rule 144A under the Securities Act may, with the consent of the Lessee, exchange such Definitive Certificate for an interest in a Book-Entry Certificate. Subject to Section 3.4, upon surrender by the Certificateholder of such Definitive Certificate, such Definitive Certificate shall be cancelled in exchange for an interest in a Book-Entry Certificate in which case the interest in such Book-Entry Certificate shall be increased to the principal amount so transferred; provided that the Certificateholder shall be permitted to provide the certification required under Section 3.4 and for purposes thereof shall be considered the transferee of the principal amount of the Definitive Certificates so transferred.
(k) In connection with a cancellation, decrease or increase in the aggregate principal amount of a Definitive Certificate, as provided in this Section 3.09 3.9, the aggregate principal amount of the Certificates held by the Clearing Agency or its nominee shall from time to time be increased or decreased, as the case may be be, in a corresponding amount by adjustments made inapplicable to any series or may be amended with respect to any series in the related Trust SupplementRegister pursuant to Section 3.4 hereof.
Appears in 1 contract
Book-Entry and Definitive Certificates. (a) Except for one Certificate of each series that may be issued in a denomination of less than $1,000, the Certificates of any each series may be issued in the form of one or more typewritten Certificates representing the Book-Entry Certificates of such series, to be delivered to The Depository Trust CompanyDTC, the initial Clearing Agency, by, or on behalf of, the Company. In such case, the Certificates of such series delivered to The Depository Trust Company DTC shall initially be registered on the Register in the name of CEDE & Co., the nominee of the initial Clearing Agency, and no Certificate Owner will receive a definitive certificate representing such Certificate Owner's ’s interest in the Certificates of such series, except as provided above and in Subsection (d) below. As to the Certificates of any series, except Except with respect to the one Certificate of such each series that may be issued in a denomination of less than $1,000, unless and until definitive, fully registered Certificates of such series (the "“Definitive Certificates"”) have been issued pursuant to Subsection (d) below:
(i) the provisions of this Section 3.09 shall be in full force and effect;
(ii) the Company, the Paying Agent, the Registrar and the Trustee may deal with the Clearing Agency Participants for all purposes (including the making of distributions on the Certificates) as the authorized representatives representative of the Certificate Owners;
(iii) to the extent that the provisions of this Section 3.09 conflict with any other provisions of this Basic Agreement or any Trust Supplement (other than the provisions of any Trust Supplement amending this Section 3.09 as permitted by this Basic Agreement), the provisions of this Section 3.09 shall control;
(iv) the rights of Certificate Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency Participants; and until Definitive Certificates are issued pursuant to Subsection (d) below, the Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest and premium, if any, on the Certificates to such Clearing Agency Participants; and
(v) whenever this Basic Agreement or any Trust Supplement requires or permits actions to be taken based upon instructions or directions of Certificateholders of such series holding Certificates of such series evidencing a specified percentage of the Fractional Undivided Interests in the related Trust, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Certificate Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in Certificates of such series and has delivered such instructions to the Trustee. The Trustee shall have no obligation to determine whether the Clearing Agency has in fact received any such instructions.
(b) Except with respect to the one Certificate of each series that may be issued in a denomination of less than $1,000, whenever notice or other communication to the Certificateholders of such series is required under this AgreementBasic Agreement or the related Trust Supplement, unless and until Definitive Certificates shall have been issued pursuant to Subsection (d) below, the Trustee shall give all such notices and communications specified herein to be given to Certificateholders of such series to the Clearing AgencyAgency and/or the Clearing Agency Participants, and shall make available additional copies as requested by such Clearing Agency Participants.
(c) Unless and until Definitive Certificates of a series are issued pursuant to Subsection (d) below, on the Record Date prior to each applicable Regular Distribution Date and Special Distribution Date, the Trustee will request from the Clearing Agency DTC a Securities Position Listing (as defined in the Letter of Representations) setting forth the names of all Clearing Agency Participants reflected on the Clearing Agency's DTC’s books as holding interests in the Certificates of such series on such Record Date. The Trustee shall mail to each such Clearing Agency Participant, the statements described in Section 4.03 hereof and will make available additional copies as requested by such Clearing Agency Participant to be available for forwarding to Certificate Owners.
(d) If with respect to the Certificates of any series series, (i) the Company advises the Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities and the Trustee or the Company is unable to locate a qualified successor, (ii) the Company at its option, advises the Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or (iii) after the occurrence of an Event of Default, Certificate Owners of Book-Entry Certificates of such series evidencing Fractional Undivided Interests aggregating not less than a majority in interest in the related Trust, by Act of said Certificate Owners delivered to the Company and the Trustee, advise the Company, the Trustee and the Clearing Agency through the Clearing Agency Participants in writing that the continuation of a book-entry system through the Clearing Agency Participants is no longer in the best interests of the Certificate Owners of such series, then the Trustee shall notify all Certificate Owners of such series, through the Clearing Agency, of the occurrence of any such event and of the availability of Definitive Certificates. Upon surrender to the Trustee of all the Certificates of such series held by the Clearing Agency, accompanied by registration instructions from the Clearing Agency Participants for registration of Definitive Certificates in the names of Certificate Owners of such series, the Trustee shall issue and deliver the Definitive Certificates of such series in accordance with the instructions of the Clearing Agency. Neither the Company, the Registrar, the Paying Agent nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such registration instructions. Upon the issuance of Definitive Certificates of such series, the Trustee shall recognize the Person in whose name the such Definitive Certificates are registered in the Register as Certificateholders of such series hereunder. Neither the Company nor the Trustee shall be liable if the Trustee or the Company is unable to locate a qualified successor Clearing Agency.
(e) Except as otherwise provided in the related Trust Supplement, the Trustee shall enter into the applicable Letter of Representations with respect to such each series of Certificates and fulfill its responsibilities thereunder.
(f) The provisions of this Section 3.09 may be made inapplicable to any series or may be amended with respect to any series in the related Trust Supplement.
Appears in 1 contract
Book-Entry and Definitive Certificates. (a) Except for one Certificate of each series that may be issued in a denomination of less than $1,000, the The Certificates of any series may be issued at the option of the Company in the form of one or more typewritten Certificates representing the Book-Entry Certificates of such series, to be delivered to The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Company. In such case, the Certificates of such series delivered to The Depository Trust Company shall initially be registered on the Register in the name of CEDE Cede & Co., the nominee of the initial Clearing Agency, and no Certificate Owner will receive a definitive certificate representing such Certificate Owner's ’s interest in the Certificates of such series, except as provided above and in Subsection (d) below. As to the Certificates of any series, except with respect to such series (other than the one Certificate of or such series that may be issued in a denomination of less other than an even multiple of $1,000), unless and until definitive, fully registered Certificates (the "“Definitive Certificates"”) have been issued pursuant to Subsection (d) below:
(i1) the provisions of this Section 3.09 3.05 shall be in full force and effect;
(ii2) the Company, the Paying Agent, the Registrar and the Trustee may deal with the Clearing Agency Participants for all purposes (including the making of distributions on the Certificates) as the authorized representatives of the Certificate Owners);
(iii3) to the extent that the provisions of this Section 3.09 3.05 conflict with any other provisions of this Agreement (other than the provisions of any Trust Supplement expressly amending this Section 3.09 3.05 as permitted by this Basic Agreement), the provisions of this Section 3.09 3.05 shall control;
(iv4) the rights of Certificate Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency Participants; and until Definitive Certificates are issued pursuant to Subsection (d) below, the Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and principal, interest and premium, if any, on the Certificates to such Clearing Agency Participants;
(5) such Certificates of such series may be transferred in whole, but not in part, and in the manner provided in Section 3.04, by the Clearing Agency holding such Certificates to a nominee of such Clearing Agency, or by such Clearing Agency to a successor Clearing Agency that has been selected or approved by the Company or to a nominee of such successor Clearing Agency; and
(v6) whenever this Agreement requires or permits actions to be taken based upon instructions or directions of Certificateholders of such series holding Certificates of such series evidencing a specified percentage of the Fractional Undivided Interests in the related Trust, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Certificate Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in Certificates of such series and has delivered such instructions to the Trustee. The None of the Company, any Owner, any Guarantor, the Trustee or any agent of any of them shall have no any obligation to determine whether the Clearing Agency has in fact received any such instructions.
(b) Except with respect to the one Certificate of each series that may be issued in a denomination of less than $1,000, whenever Whenever notice or other communication to the Certificateholders of such a series is required under this Agreement, unless and until Definitive Certificates shall have been issued pursuant to Subsection (d) below, the Trustee shall give all such notices and communications specified herein to be given to Certificateholders of such series to the Clearing Agency.
(c) Unless and until Definitive Certificates of a series are issued pursuant to Subsection (d) below, on Except as otherwise provided in the Record Date prior to each applicable Regular Distribution Date and Special Distribution Daterelated Trust Supplement, the Trustee will request from shall enter into the Clearing Agency a Securities Position Listing setting forth the names applicable Letter of all Clearing Agency Participants reflected on the Clearing Agency's books as holding interests in the Representations with respect to each series of Certificates on such Record Dateand fulfill its responsibilities thereunder.
(d) If with respect to the Certificates of any series (i) the Company advises the Trustee in writing that the Clearing Agency is no longer willing or able to discharge properly discharge its responsibilities and the Trustee or the Company is unable to locate a qualified successor, successor or (ii) the Company at its option, advises the Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or (iii) after the occurrence of an Event of Default, Certificate Owners of Book-Entry Certificates of such series evidencing Fractional Undivided Interests aggregating not less than a majority in interest in the related Trust, by Act of said such Certificate Owners delivered to the Company and the Trustee, advise the Company, the Trustee and the Clearing Agency through the Clearing Agency Participants in writing that the continuation of a book-entry system through the Clearing Agency Participants is no longer in the best interests of the Certificate Owners of such series, then the Trustee shall notify all Certificate Owners of such series, through the Clearing Agency, of the occurrence of any such event and of the availability of Definitive Certificates. Upon surrender to the Trustee of all the Certificates of such series held by the Clearing Agency, accompanied by registration instructions from the Clearing Agency Participants for registration of Definitive Certificates in the names of Certificate Owners of such series, the Trustee shall issue and deliver the Definitive Certificates of such series in accordance with the instructions of the Clearing Agency. Neither the Company, the Registrar, the Paying Agent nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such registration instructions. Upon the issuance of Definitive Certificates of such series, the Trustee shall recognize the Person Persons in whose name names the Definitive Certificates are registered in the Register as Certificateholders hereunder. Neither the Company nor the Trustee shall be liable if the Trustee or the Company is unable to locate a qualified successor Clearing Agency.
(e) Except as otherwise provided in the related Trust Supplement, the Trustee shall enter into the applicable Letter of Representations with respect to such series of Certificates and fulfill its responsibilities thereunder.
(f) The provisions of this Section 3.09 3.05 may be made inapplicable to any series or may be amended with respect to any series in the related Trust Supplement.
Appears in 1 contract
Samples: Pass Through Trust Agreement (Latam Airlines Group S.A.)
Book-Entry and Definitive Certificates. (a) Except for one Certificate of each series that may be issued in a denomination of less than $1,000, the The Certificates of any series Class may be issued in the form of one or more typewritten Certificates certificates representing the Book-Entry Certificates of such seriesthat Class, to be delivered to The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the CompanyCertificate Issuer. In such case, the Certificates of such series Class delivered to The Depository Trust Company shall initially be registered on the Certificate Register in the name of CEDE Cede & Co., the nominee of the initial Clearing Agency, and no Certificate Owner will receive a definitive certificate Certificate representing such Certificate Owner's interest in the Certificates Certificate of such seriesClass, except as provided above and in Subsection (dSection 2.12(c) below. As to the Certificates of any series, except with respect to the one Certificate of such series that may be issued in a denomination of less than $1,000, unless Unless and until definitive, fully registered Certificates (the "Definitive Certificates") of such Class have been issued pursuant to Subsection (dSection 2.12(c) below:
(i) the provisions of this Section 3.09 2.12 shall be in full force and effecteffect with respect to the Certificates of such Class;
(ii) the CompanyCertificate Issuer, the Paying Agent, the Registrar Certificate Registrar, the Delaware Trustee and the Certificate Trustee may deal with the Clearing Agency Participants for all purposes (including the making of distributions on the CertificatesCertificates of such Class) as the authorized representatives representative of the Certificate OwnersOwners of Certificates of such Class;
(iii) to the extent that the provisions of this Section 3.09 2.12 conflict with any other provisions of this Agreement (other than the provisions of any Trust Supplement amending this Section 3.09 as permitted by this Basic Agreement)Certificate Indenture, the provisions of this Section 3.09 2.12 shall control;
(iv) the rights of Certificate Owners of Certificates of such Class shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency Participants; and until Definitive Certificates of such Class are issued pursuant to Subsection (dSection 2.12(c) below, the Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal of and interest and premium, if any, on the Certificates of such Class to such Clearing Agency Participants; and
(v) whenever this Agreement Certificate Indenture requires or permits actions to be taken based upon instructions or directions of Certificateholders of such series holding Certificates of such series evidencing Class representing a specified percentage of the Fractional Undivided Interests in the related Trustaggregate Outstanding Amount of Certificates of such Class, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Certificate Owners and/or or Clearing Agency Participants owning or representing, respectively, Certificates representing such required percentage of the beneficial interest in aggregate Outstanding Amount of Certificates of such series Class, and has delivered such instructions to the Certificate Trustee. The ; the Certificate Trustee shall have no obligation to determine whether the Clearing Agency has in fact received any such instructions.
(b) Except with respect to the one Certificate of each series that may be issued in a denomination of less than $1,000, whenever Whenever notice or other communication to the Certificateholders Holders of such series Certificates of any Class issued in the form of Certificates representing Book-Entry Certificates is required under this AgreementCertificate Indenture, unless and until Definitive Certificates of such Class shall have been issued pursuant to Subsection (d) belowSection 2.12(c), the Certificate Trustee shall give all such notices and communications specified herein to be given to Certificateholders Holders of Certificates of such series Class to the Clearing Agency.
(c) Unless and until Definitive Certificates of a series are issued pursuant to Subsection (d) below, on the Record Date prior to each applicable Regular Distribution Date and Special Distribution Date, the Trustee will request from the Clearing Agency a Securities Position Listing setting forth the names of all Clearing Agency Participants reflected on the Clearing Agency's books as holding interests in the Certificates on such Record Date.
(d) If with respect to the Certificates of any series (i) the Company Clearing Agency advises the Certificate Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Certificates of a Class, and the Certificate Trustee or the Company Certificate Issuer is unable to locate a qualified successor, (ii) the Company Certificate Issuer (with the prior written approval of the Note Issuer) at its option, option advises the Certificate Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency with respect to the Certificates of such Class or (iii) after the occurrence of an a Note Event of DefaultDefault with respect to any Class of Certificates, Certificate Owners of Book-Entry Certificates of such series evidencing Fractional Undivided Interests representing beneficial interests aggregating not less than at least a majority in interest in of the related Trust, by Act Outstanding Amount of said Certificate Owners delivered to the Company and the Trustee, Certificates advise the Company, the Trustee and the Clearing Agency through and the Clearing Agency Participants Certificate Trustee in writing that the continuation of a book-entry system through the Clearing Agency Participants is no longer in the best interests of the Certificate Owners of such seriesOwners, then the Trustee Clearing Agency shall notify all Certificate Owners of such series, through and the Clearing Agency, Certificate Trustee of the occurrence of any such event and of the availability of Definitive CertificatesCertificates to Certificate Owners requesting the same. Upon surrender to the Certificate Trustee of all the typewritten certificate or certificates representing the Book-Entry Certificates of such series held by the Clearing Agency, accompanied by registration instructions from instructions, and upon written direction by the Clearing Agency Participants for registration of Definitive Certificates in the names of Certificate Owners of such seriesIssuer, the Delaware Trustee shall issue execute on behalf of the Certificate Issuer and deliver the Certificate Trustee shall authenticate the Definitive Certificates of such series in accordance with the instructions of the Clearing Agency. Neither None of the CompanyCertificate Issuer, the Certificate Registrar, the Paying Agent nor Delaware Trustee or the Certificate Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be fully protected in relying on, such registration instructions. Upon the issuance of Definitive Certificates of such series, the Trustee shall recognize the Person in whose name the Definitive Certificates are registered in the Register as Certificateholders hereunder. Neither the Company nor the Trustee shall be liable if the Trustee or the Company is unable to locate a qualified successor Clearing Agency.
(e) Except as otherwise provided in the related Trust Supplement, the Trustee shall enter into the applicable Letter of Representations with respect to such series of Certificates and fulfill its responsibilities thereunder.
(f) The provisions of this Section 3.09 may be made inapplicable to any series or may be amended with respect to any series in the related Trust Supplement.such
Appears in 1 contract
Book-Entry and Definitive Certificates. (a) Except for one Certificate of each series that may be issued in a denomination of less than $1,000, the Certificates of any series may be issued in the form of one or more typewritten Certificates representing the Book-Entry Certificates of such series, to be delivered to The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Company. In such case, the Certificates of such series delivered to The Depository Trust Company shall initially be registered on the Register in the name of CEDE & Co., the nominee nee of the initial Clearing Agency, and no Certificate Owner will receive a definitive certificate representing such Certificate Owner's interest in the Certificates of such series, except as provided above and in Subsection (d) below. As to the Certificates of any series, except with respect to the one Certificate of such series that may be issued in a denomination of less than $1,000, unless and until definitive, fully registered Certificates (the "Definitive Certificates") have been issued pursuant to Subsection (d) below:
(i) the provisions of this Section 3.09 3.05 shall be in full force and effect;
(ii) the Company, the Paying Agent, the Registrar and the Trustee may deal with the Clearing Agency Participants for all purposes (including the making of distributions on the Certificates) as the authorized representatives of the Certificate Owners;
(iii) to the extent that the provisions of this Section 3.09 3.05 conflict with any other provisions of this Agreement (other than the provisions of any Trust Supplement expressly amending this Section 3.09 3.05 as permitted by this Basic Agreement), the provisions of this Section 3.09 3.05 shall control;
(iv) the rights of Certificate Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency Participants; and until Definitive Certificates are issued pursuant to Subsection (d) below, the Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and principal, interest and premium, if any, on the Certificates to such Clearing Agency Participants; and
(v) whenever this Agreement requires or permits actions to be taken based upon instructions or directions of Certificateholders of such series holding Certificates of such series evidencing a specified percentage of the Fractional Undivided Interests in the related Trust, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Certificate Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in Certificates of such series and has delivered such instructions to the Trustee. The Trustee shall have no obligation to determine whether the Clearing Agency has in fact received any such instructions.
(b) Except with respect to the one Certificate of each series that may be issued in a denomination of less than $1,000, whenever notice or other communication to the Certificateholders of such series is required under this Agreement, unless and until Definitive Certificates shall have been issued pursuant to Subsection (d) below, the Trustee shall give all such notices and communications specified herein to be given to Certificateholders of such series to the Clearing Agency.
(c) Unless and until Definitive Certificates of a series are issued pursuant to Subsection (d) below, on the Record Date prior to each applicable Regular Distribution Date and Special Distribution Date, the Trustee will request from the Clearing Agency a Securities Position Listing securities position listing setting forth the names of all Clearing Agency Participants reflected on the Clearing Agency's books as holding interests in the Certificates on such Record Date.
(d) If with respect to the Certificates of any series (i) the Company advises the Trustee in writing that the Clearing Agency is no longer willing or able to discharge properly discharge its responsibilities and the Trustee or the Company is unable to locate a qualified successor, (ii) the Company Company, at its option, advises the Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or (iii) after the occurrence of an Event of Default, Certificate Owners of Book-Entry Certificates of such series evidencing Fractional Undivided Interests aggregating not less than a majority in interest in the related Trust, by Act of said such Certificate Owners delivered to the Company and the Trustee, advise the Company, the Trustee and the Clearing Agency through the Clearing Agency Participants in writing that the continuation of a book-entry system through the Clearing Agency Participants is no longer in the best interests of the Certificate Owners of such series, then the Trustee shall notify all Certificate Owners of such series, through the Clearing Agency, of the occurrence of any such event and of the availability of Definitive Certificates. Upon surrender to the Trustee of all the Certificates of such series held by the Clearing Agency, accompanied by registration instructions from the Clearing Agency Participants for registration of Definitive Certificates in the names of Certificate Owners of such series, the Trustee shall issue and deliver the Definitive Certificates of such series in accordance with the instructions of the Clearing Agency. Neither the Company, the Registrar, the Paying Agent nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such registration instructions. Upon the issuance of Definitive Certificates of such series, the Trustee shall recognize the Person in whose name the Definitive Certificates are registered in the Register as Certificateholders hereunder. Neither the Company nor the Trustee shall be liable if the Trustee or the Company is unable to locate Locate a qualified successor Clearing Agency.
(e) Except as otherwise provided in the related Trust Supplement, the Trustee shall enter into the applicable Letter of Representations with respect to such series of Certificates and fulfill its responsibilities thereunder.
(f) The provisions of this Section 3.09 3.05 may be made inapplicable to any series or may be amended with respect to any series in the related Trust Supplement.
Appears in 1 contract
Book-Entry and Definitive Certificates. (a) Except for one Certificate of each series that may Certificates issued to Institutional Accredited Investors which must be issued in a denomination the form of less than $1,000definitive, fully registered Certificates ("Definitive Certificates"), the Certificates of any series may be issued in the form of one or more typewritten Certificates representing the Book-Entry Certificates of such series, to be delivered to The Depository Trust CompanyDTC, the initial Clearing Agency, by, or on behalf of, the CompanyPass Through Trustee. In such case, the Certificates of such series delivered to The Depository Trust Company DTC shall initially be registered on the Register in the name of CEDE Cede & Co., the nominee of the initial Clearing Agency, and no Certificate Owner will receive a definitive certificate representing such Certificate Owner's interest in the Certificates of such seriesCertificates, except as provided above and in Subsection subsection (d) below. As to the Certificates of any series, except with respect to the one Certificate of such series that may be issued in a denomination of less than $1,000Book-Entry Certificates, unless and until definitive, fully registered Definitive Certificates (the "Definitive Certificates") have been issued pursuant to Subsection subsection (d) below:
(i) the provisions of this Section 3.09 3.9 shall be in full force and effect;
(ii) the CompanyFacility Lessees, any Owner Lessor, the Paying Agent, the Registrar and the Pass Through Trustee may deal with the Clearing Agency Participants for all purposes (including the making of distributions on the Certificates) as the authorized representatives representative of the Certificate Owners;
(iii) to the extent that the provisions of this Section 3.09 3.9 conflict with any other provisions of this Pass Through Trust Agreement (other than the provisions of any Trust Supplement supplemental agreement amending this Section 3.09 3.9 as permitted by this Basic Pass Through Trust Agreement), the provisions of this Section 3.09 3.9 shall control;
(iv) the rights of Certificate Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency Participants; and until Definitive Certificates are issued pursuant to Subsection subsection (d) below, the Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest and premium, if any, on the Certificates to such Clearing Agency Participants; and
(v) whenever this Pass Through Trust Agreement requires or permits actions to be taken based upon instructions or directions of Certificateholders of such series holding Certificates of such series evidencing a specified percentage of the Fractional Undivided Interests in the related Pass Through Trust, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Certificate Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in Certificates of such series and has delivered such instructions to the Pass Through Trustee. The Pass Through Trustee shall have no obligation to determine (and shall incur no liability in connection with any determination of) whether the Clearing Agency has in fact received any such instructions.
(b) Except with With respect to the one Certificate of each series that may be issued in a denomination of less than $1,000Book-Entry Certificates, whenever notice or other communication to the Certificateholders of such series is required under this Pass Through Trust Agreement, unless and until Definitive Certificates shall have been issued pursuant to Subsection subsection (d) below, the Pass Through Trustee shall give all such notices and communications specified herein to be given to Certificateholders of such series to the Clearing AgencyAgency and/or the Clearing Agency Participants (and, upon receipt of a valid Certificate Owner Request, to the Certificateholder or Certificate Owner making such request), and shall make available additional copies as reasonably requested by such Clearing Agency Participants.
(c) Unless and until Definitive Certificates of a series are issued pursuant to Subsection subsection (d) below, on the Record Date prior to each applicable Regular Distribution Date and Special S pecial Distribution Date, the Pass Through Trustee will request from the Clearing Agency a "Securities Position Listing Listing" setting forth the names of all Clearing Agency Participants reflected on the Clearing Agency's books as holding interests in the Certificates on such Record Date. The Pass Through Trustee shall mail to each such Clearing Agency Participant the statements described in Section 4.3 hereof.
(d) If with respect to the Certificates of any series (i) the Company any Facility Lessee advises the Pass Through Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities and the Trustee or the Company is Facility Lessees are unable to locate a qualified successorsuccessor within 90 days, (ii) the Company Facility Lessees (or, following the occurrence of a Lease Event of Default, the applicable Owner Lessors) at its their option, advises advise the Pass Through Trustee in writing that it elects they elect to terminate the book-entry system through the Clearing Agency or (iii) after the occurrence of an Event of Default, Certificate Owners of Book-Entry Certificates of such series evidencing Fractional Undivided Interests aggregating not less than a majority in interest in the related Pass Through Trust, by Act of said Certificate Owners delivered to the Company Facility Lessees and the Pass Through Trustee, advise the CompanyFacility Lessees, the Owner Lessors, the Pass Through Trustee and the Clearing Agency through the Clearing Agency Participants in writing that the continuation of a book-entry system through the Clearing Agency Participants is no longer in the best interests of the Certificate Owners of such seriesOwners, then the Pass Through Trustee shall notify all Certificate Owners of such seriesOwners, through the Clearing Agency, of the occurrence of any such event and of the availability of Definitive Certificates. Upon surrender to the Pass Through Trustee of all the Certificates of such series held by the Clearing Agency, accompanied by registration instructions from the Clearing Agency Participants for registration of Definitive Certificates in the names of Certificate Owners of such seriesOwners, the Trustee Pass Through Trust shall issue and deliver the Definitive Certificates of such series in accordance with the instructions of the Clearing Agency. Neither None of the CompanyFacility Lessees, the Owner Lessors, the Registrar, the Paying Agent nor or the Pass Through Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such registration instructions. Upon the issuance of Definitive Certificates of such seriesCertificates, the Pass Through Trustee shall recognize the Person in whose name the Definitive Certificates are registered in the Register as Certificateholders Certificateholder hereunder. Neither None of the Company Facility Lessees nor the Pass Through Trustee shall be liable if the Trustee or the Company is Facility Lessees are unable to locate a qualified successor Clearing Agency.
(e) Except The Certificates sold in offshore transactions in reliance on Regulation S under the Securities Act will be represented initially by one or more temporary Book-Entry Certificates, in definitive, fully registered form without interest coupons (collectively, the "Temporary Regulation S Global Certificate") and will be deposited with the Pass Through Trustee as otherwise provided custodian for DTC and registered in the related Trust Supplementname of a nominee of DTC for the accounts of the Euroclear System ("Euroclear") and Clearstream Banking, S.A. ("Clearstream"). Each Temporary Regulation S Global Certificate will be exchangeable for one or more permanent Book-Entry Certificate (collectively, the "Permanent Regulation S Global Certificate," and together with the Temporary Regulation S Global Certificate, the "Regulation S Global Certificate") on or after 40 days after the later of the commencement of the offering of the Certificates and the Issuance Date upon certification that the beneficial interests in such Book-Entry Certificate are owned by persons who are not U.S. persons as defined in Regulation S. Prior to the expiration of such 40-day period, beneficial interests in the Temporary Regulation S Global Certificate may be held only through Euroclear or Clearstream, and any resale or other transfer of such interests to U.S. persons shall not be permitted during such period unless such resale or transfer is made pursuant to Rule 144A or Regulation S under the Securities Act and in accordance with the certification requirements specified in Section 3.9(f) below. The aggregate original principal amount of the Regulation S Global Certificate may from time to time be increased or decreased by adjustments made on the records of the Pass Through Trustee, as custodian for DTC, in connection with a corresponding decrease or increase in the aggregate original principal amount of a Definitive Certificate or the Restricted Global Certificate, as hereinafter provided.
(f) The Certificates sold in reliance on Rule 144A under the Securities Act will be represented by a one or more permanent Book-Entry Certificate, in definitive, fully registered form without interest coupons (collectively, the "Restricted Global Certificate"), which will be deposited with the Pass Through Trustee as custodian for DTC and registered in the name of a nominee of DTC. Prior to the 40th day after the later of the commencement of the offering of the Certificates and the Issuance Date, a beneficial interest in the Temporary Regulation S Global Certificate may be transferred to a person who takes delivery in the form of an interest in the Restricted Global Certificate only upon receipt by the Pass Through Trustee of a written certification from the transferor (in the form of Exhibit C hereto) to the effect that such transfer is being made to a person who the transferor reasonably believes is a "qualified institutional buyer" within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws of any state of the United States or any other jurisdiction. Beneficial interests in the Restricted Global Certificate may be transferred to a person who takes delivery in the form of an interest in the Regulation S Global Certificate whether before, on or after such 40th day, only upon receipt by the Pass Through Trustee of a written certification (in the form of Exhibit C hereto) to the effect that such transfer is being made in accordance with Regulation S under the Securities Act and, if such transfer occurs prior to such 40th day, the interest will be held immediately thereafter only through Euroclear or Clearstream. The aggregate initial principal amount of the Restricted Global Certificate may from time to time be increased or decreased by adjustments made on the records of the Pass Through Trustee, as custodian for DTC, in connection with a corresponding decrease or increase in the aggregate initial principal amount of a Definitive Certificate or a Regulation S Global Certificate, as hereinafter provided.
(g) Any beneficial interest in one of the Book-Entry Certificates that is transferred to a person who takes delivery in the form of an interest in another Book-Entry Certificate will, upon transfer, cease to be an interest in such first Book-Entry Certificate and become an interest in such other Book-Entry Certificate and, accordingly, will thereafter be subject to all transfer restrictions, if any, and other procedures applicable to beneficial interests in such other Book-Entry Certificate for so long as it remains such an interest. Upon the transfer of Definitive Certificates to a qualified institutional buyer or in accordance with Regulation S, such Definitive Certificates will be exchanged for an interest in a Book-Entry Certificate.
(h) The Facility Lessees and the Pass Through Trustee, if necessary, shall each enter into the applicable Letter of Representations with respect to such series of the Certificates and fulfill its responsibilities thereunder.
(f) The provisions of this Section 3.09 may be made inapplicable to any series or may be amended with respect to any series in the related Trust Supplement.
Appears in 1 contract
Book-Entry and Definitive Certificates. (a) Except for one Certificate of each series that may Certificates issued to Institutional Accredited Investors which must be issued in a denomination the form of less than $1,000definitive, fully registered Certificates ("Definitive Certificates"), the Certificates of any series may be issued in the form of one or more typewritten Certificates representing the Book-Entry Certificates of such series, to be delivered to The Depository Trust CompanyDTC, the initial Clearing Agency, by, or on behalf of, the Company. In such case, the Certificates of such series delivered to The Depository Trust Company DTC shall initially be registered on the Register in the name of CEDE Cede & Co., the nominee of the initial Clearing Agency, and no Certificate Owner will receive a definitive certificate representing such Certificate Owner's interest in the Certificates of such seriesCertificates, except as provided above and in Subsection subsection (d) below. As to the Certificates of any series, except with respect to the one Certificate of such series that may be issued in a denomination of less than $1,000Book-Entry Certificates, unless and until definitive, fully registered Definitive Certificates (the "Definitive Certificates") have been issued pursuant to Subsection subsection (d) below:
(i) : the provisions of this Section 3.09 3.9 shall be in full force and effect;
(ii) ; the Company, the Owner Trust, the Paying Agent, the Registrar and the Pass Through Trustee may deal with the Clearing Agency Participants for all purposes (including the making of distributions on the Certificates) as the authorized representatives representative of the Certificate Owners;
(iii) ; to the extent that the provisions of this Section 3.09 3.9 conflict with any other provisions of this Pass Through Trust Agreement (other than the provisions of any Trust Supplement supplemental agreement amending this Section 3.09 3.9 as permitted by this Basic Pass Through Trust Agreement), the provisions of this Section 3.09 3.9 shall control;
(iv) ; the rights of Certificate Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency Participants; and until Definitive Certificates are issued pursuant to Subsection subsection (d) below, the Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and principal, interest and premium, if any, on the Certificates to such Clearing Agency Participants; and
(v) and whenever this Pass Through Trust Agreement requires or permits actions to be taken based upon instructions or directions of Certificateholders of such series holding Certificates of such series evidencing a specified percentage of the Fractional Undivided Interests in the related Pass Through Trust, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Certificate Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in Certificates of such series and has delivered such instructions to the Pass Through Trustee. The Pass Through Trustee shall have no obligation to determine whether the Clearing Agency has in fact received any such instructions.
(b) Except with . With respect to the one Certificate of each series that may be issued in a denomination of less than $1,000Book-Entry Certificates, whenever notice or other communication to the Certificateholders of such series is required under this Pass Through Trust Agreement, unless and until Definitive Certificates shall have been issued pursuant to Subsection subsection (d) below, the Pass Through Trustee shall give all such notices and communications specified herein to be given to Certificateholders of such series to the Clearing Agency.
(c) Unless and until Definitive Certificates of a series are issued pursuant to Subsection (d) below, on the Record Date prior to each applicable Regular Distribution Date and Special Distribution Date, the Trustee will request from the Clearing Agency a Securities Position Listing setting forth the names of all Clearing Agency Participants reflected on the Clearing Agency's books as holding interests in the Certificates on such Record Date.
(d) If with respect to the Certificates of any series (i) the Company advises the Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities and the Trustee or the Company is unable to locate a qualified successor, (ii) the Company at its option, advises the Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or (iii) after the occurrence of an Event of Default, Certificate Owners of Book-Entry Certificates of such series evidencing Fractional Undivided Interests aggregating not less than a majority in interest in the related Trust, by Act of said Certificate Owners delivered to the Company and the Trustee, advise the Company, the Trustee and the Clearing Agency through and/or the Clearing Agency Participants in writing that the continuation of a book-entry system through the Clearing Agency Participants is no longer in the best interests of the Certificate Owners of such series, then the Trustee shall notify all Certificate Owners of such series, through the Clearing Agency, of the occurrence of any such event and of the availability of Definitive Certificates. Upon surrender to the Trustee of all the Certificates of such series held by the Clearing Agency, accompanied by registration instructions from the Clearing Agency Participants for registration of Definitive Certificates in the names of Certificate Owners of such series, the Trustee shall issue and deliver the Definitive Certificates of such series in accordance with the instructions of the Clearing Agency. Neither the Company, the Registrar, the Paying Agent nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such registration instructions. Upon the issuance of Definitive Certificates of such series, the Trustee shall recognize the Person in whose name the Definitive Certificates are registered in the Register as Certificateholders hereunder. Neither the Company nor the Trustee shall be liable if the Trustee or the Company is unable to locate a qualified successor Clearing Agency.
(e) Except as otherwise provided in the related Trust Supplement, the Trustee shall enter into the applicable Letter of Representations with respect to such series of Certificates and fulfill its responsibilities thereunder.
(f) The provisions of this Section 3.09 may be made inapplicable to any series or may be amended with respect to any series in the related Trust Supplement.and,
Appears in 1 contract
Samples: Pass Through Trust Agreement (Aes Eastern Energy Lp)
Book-Entry and Definitive Certificates. (a) Except for one Certificate of each series that may be issued in a denomination of less than $1,000, the The Certificates of any series may be issued in the form of one or more typewritten Certificates representing the Book-Entry Certificates of such series, to be delivered to The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Company. In such case, the Certificates of such series delivered to The Depository Trust Company shall initially be registered on the Register in the name of CEDE & Co., the nominee of the initial Clearing Agency, and no Certificate Owner will receive a definitive certificate representing such Certificate Owner's interest in the Certificates of such series, except as provided above and in Subsection (d) below. As to the Certificates of any series, except with respect to the one Certificate of such series that may be issued in a denomination of less than $1,000, unless and until definitive, fully registered Certificates (the "Definitive Certificates") have been issued pursuant to Subsection (d) below:
(i) the provisions of this Section 3.09 3.05 shall be in full force and effect;
(ii) the Company, the Paying Agent, the Registrar and the Trustee may deal with the Clearing Agency Participants for all purposes (including the making of distributions on the Certificates) as the authorized representatives of the Certificate Owners;
(iii) to the extent that the provisions of this Section 3.09 3.05 conflict with any other provisions of this Agreement (other than the provisions of any Trust Supplement expressly amending this Section 3.09 3.05 as permitted by this Basic Agreement), the provisions of this Section 3.09 3.05 shall control;
(iv) the rights of Certificate Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency Participants; and until Definitive Certificates are issued pursuant to Subsection (d) below, the Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and principal, interest and premium, if any, on the Certificates to such Clearing Agency Participants; and
(v) whenever this Agreement requires or permits actions to be taken based upon instructions or directions of Certificateholders of such series holding Certificates of such series evidencing a specified percentage of the Fractional Undivided Interests in the related Trust, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Certificate Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in Certificates of such series and has delivered such instructions to the Trustee. The Trustee shall have no obligation to determine whether the Clearing Agency has in fact received any such instructions.
(b) Except with respect to the one Certificate of each series that may be issued in a denomination of less than $1,000, whenever Whenever notice or other communication to the Certificateholders of such series is required under this Agreement, unless and until Definitive Certificates shall have been issued pursuant to Subsection (d) below, the Trustee shall give all such notices and communications specified herein to be given to Certificateholders of such series to the Clearing Agency.
(c) Unless and until Definitive Certificates of a series are issued pursuant to Subsection (d) below, on the Record Date prior to each applicable Regular Distribution Date and Special Distribution Date, the Trustee will request from the Clearing Agency a Securities Position Listing securities position listing setting forth the names of all Clearing Agency Participants reflected on the Clearing Agency's books as holding interests in the Certificates on such Record Date.
(d) If with respect to the Certificates of any series (i) the Company advises the Trustee in writing that the Clearing Agency is no longer willing or able to discharge properly discharge its responsibilities and the Trustee or the Company is unable to locate a qualified successor, (ii) the Company Company, at its option, advises the Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or (iii) after the occurrence of an Event of Default, Certificate Owners of Book-Entry Certificates of such series evidencing Fractional Undivided Interests aggregating not less than a majority in interest in the related Trust, by Act of said such Certificate Owners delivered to the Company and the Trustee, advise the Company, the Trustee and the Clearing Agency through the Clearing Agency Participants in writing that the continuation of a book-entry system through the Clearing Agency Participants is no longer in the best interests of the Certificate Owners of such series, then the Trustee shall notify all Certificate Owners of such series, through the Clearing Agency, of the occurrence of any such event and of the availability of Definitive Certificates. Upon surrender to the Trustee of all the Certificates of such series held by the Clearing Agency, accompanied by registration instructions from the Clearing Agency Participants for registration of Definitive Certificates in the names of Certificate Owners of such series, the Trustee shall issue and deliver the Definitive Certificates of such series in accordance with the instructions of the Clearing Agency. Neither the Company, the Registrar, the Paying Agent nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such registration instructions. Upon the issuance of Definitive Certificates of such series, the Trustee shall recognize the Person in whose name the Definitive Certificates are registered in the Register as Certificateholders hereunder. Neither the Company nor the Trustee shall be liable if the Trustee or the Company is unable to locate a qualified successor Clearing Agency.
(e) Except as otherwise provided in the related Trust Supplement, the Trustee shall enter into the applicable Letter of Representations with respect to such series of Certificates and fulfill its responsibilities thereunder.
(f) The provisions of this Section 3.09 3.05 may be made inapplicable to any series or may be amended with respect to any series in the related Trust Supplement.
Appears in 1 contract
Samples: Pass Through Trust Agreement (Southwest Airlines Co)
Book-Entry and Definitive Certificates. (a) Except for one Certificate of each series that may be issued in a denomination of less than $1,000, the The -------------------------------------- Certificates of any series Series or Class may be issued in the form of one or more typewritten Certificates certificates representing the Book-Entry Certificates of such seriesthat Series or Class, to be delivered to The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the CompanyOriginator. In such case, the Certificates of such series Series or Class delivered to The Depository Trust Company shall initially be registered on the Register in the name of CEDE Cede & Co., the nominee of the initial Clearing Agency, and no Certificate Owner will receive a definitive certificate Certificate representing such Certificate Owner's interest in the Certificates Certificate of such seriesSeries or Class, except as provided above and in Subsection (dSection 3.10(c) below. As to the Certificates of any series, except with respect to the one Certificate of such series that may be issued in a denomination of less than $1,000, unless Unless and until definitive, fully registered Certificates (the "Definitive Certificates") of such Series or Class have been issued pursuant to Subsection (dSection 3.10(c) below:
(i) the provisions of this Section 3.09 3.10 shall be in full force and effecteffect with respect to the Certificates of such Series or Class;
(ii) the CompanyOriginator, the Paying Agent, the Registrar and the Certificate Trustee may deal with the Clearing Agency Participants for all purposes (including the making of distributions on the CertificatesCertificates of such Series or Class) as the authorized representatives representative of the Certificate OwnersOwners of Certificates of such Series or Class;
(iii) to the extent that the provisions of this Section 3.09 3.10 conflict with any other provisions of this Agreement (other than the provisions of any Trust Supplement amending this Section 3.09 as permitted by this Basic Agreement), the provisions of this Section 3.09 3.10 shall control;
(iv) the rights of Certificate Owners of Certificates of such Series or Class shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency Participants; and until Definitive Certificates of such Series or Class are issued pursuant to Subsection (dSection 3.10(c) below, the Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal of and interest and premium, if any, on the Certificates of such Series or Class to such Clearing Agency Participants; and
(v) whenever this Trust Agreement requires or permits actions to be taken based upon instructions or directions of Certificateholders of such series holding Certificates of such series evidencing Series or Class representing a specified percentage of the Fractional Undivided Interests in the related Trustaggregate Outstanding Amount of Certificates of such Series or Class, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Certificate Owners and/or or Clearing Agency Participants owning or representing, respectively, Certificates representing such required percentage of the beneficial interest in aggregate Outstanding Amount of Certificates of such series Series or Class, and has delivered such instructions to the Certificate Trustee. The ; the Certificate Trustee shall have no obligation to determine whether the Clearing Agency has in fact received any such instructions.
(b) Except with respect to the one Certificate of each series that may be issued in a denomination of less than $1,000, whenever Whenever notice or other communication to the Certificateholders Holders of such series Certificates of any Series or Class issued in the form of Certificates representing Book- Entry Certificates is required under this Trust Agreement, unless and until Definitive Certificates of such Series or Class shall have been issued pursuant to Subsection (d) belowSection 3.10(c), the Certificate Trustee shall give all such notices and communications specified herein to be given to Certificateholders Holders of Certificates of such series Series or Class to the Clearing Agency.
(c) Unless and until Definitive Certificates of a series are issued pursuant to Subsection (d) below, on the Record Date prior to each applicable Regular Distribution Date and Special Distribution Date, the Trustee will request from the Clearing Agency a Securities Position Listing setting forth the names of all Clearing Agency Participants reflected on the Clearing Agency's books as holding interests in the Certificates on such Record Date.
(d) If with respect to the Certificates of any series (i) the Company Clearing Agency advises the Certificate Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Certificates of a Series or Class, and the Certificate Trustee or the Company Originator is unable to locate a qualified successor, (ii) the Company Originator (with the prior written approval of the Note Issuer) at its option, option advises the Certificate Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or (iii) after the occurrence of an Event of Default, Certificate Owners of Book-Entry Certificates of such series evidencing Fractional Undivided Interests aggregating not less than a majority in interest in the related Trust, by Act of said Certificate Owners delivered with respect to the Company and the Trustee, advise the Company, the Trustee and the Clearing Agency through the Clearing Agency Participants in writing that the continuation of a book-entry system through the Clearing Agency Participants is no longer in the best interests of the Certificate Owners of such series, then the Trustee shall notify all Certificate Owners of such series, through the Clearing Agency, of the occurrence of any such event and of the availability of Definitive Certificates. Upon surrender to the Trustee of all the Certificates of such series held by the Clearing Agency, accompanied by registration instructions from the Clearing Agency Participants for registration of Definitive Certificates in the names of Certificate Owners of such series, the Trustee shall issue and deliver the Definitive Certificates of such series in accordance with the instructions of the Clearing Agency. Neither the Company, the Registrar, the Paying Agent nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such registration instructions. Upon the issuance of Definitive Certificates of such series, the Trustee shall recognize the Person in whose name the Definitive Certificates are registered in the Register as Certificateholders hereunder. Neither the Company nor the Trustee shall be liable if the Trustee Series or the Company is unable to locate a qualified successor Clearing Agency.
(e) Except as otherwise provided in the related Trust Supplement, the Trustee shall enter into the applicable Letter of Representations with respect to such series of Certificates and fulfill its responsibilities thereunder.
(f) The provisions of this Section 3.09 may be made inapplicable to any series or may be amended with respect to any series in the related Trust Supplement.Class or
Appears in 1 contract
Samples: Declaration and Agreement of Trust (Sdg&e Funding LLC a De Limited Liability Co)
Book-Entry and Definitive Certificates. (a) Except for one Certificate of each series that may be Unless Definitive Certificates have been issued in a denomination accordance with Subsection (b) below, on each date of less than $1,000issuance pursuant to Section 3.2, the Certificates of any series may be issued in the form of one or more typewritten Certificates representing the Book-Entry Certificates shall be issued, and the Owner Trustee shall cause the Certificate Register to reflect such issuance of Certificates in such seriesamounts as have been issued, to be delivered to The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Company. In and such case, the Book-Entry Certificates of such series delivered to The Depository Trust Company shall initially be registered on the Certificate Register in the name of CEDE & Co., the nominee of Certificateholder thereof and such Certificateholder shall receive a confirmation in the initial Clearing Agency, and no Certificate Owner form attached hereto as EXHIBIT F confirming such registration. No Certificateholder will receive a definitive certificate representing such Certificate OwnerCertificateholder's interest in the Certificates of such seriesBook-Entry Certificate, except as provided above and in Subsection subsection (db) below. As to the Certificates of any series, except with respect to the one Certificate of such series that may be issued in a denomination of less than $1,000, unless Unless and until definitive, fully registered Definitive Certificates (the "Definitive Certificates") have been issued pursuant to Subsection subsection (db) below:
(i) the provisions of this Section 3.09 3.11 shall be in full force and effect;
(ii) the Company, the Paying Agent, the Registrar and the Trustee may deal with the Clearing Agency Participants for all purposes (including the making of distributions on the Certificates) as the authorized representatives of the Certificate Owners;
(iii) to the extent that the provisions of this Section 3.09 3.11 conflict with any other provisions of this Agreement (other than the provisions of any Trust Supplement amending this Section 3.09 as permitted by this Basic Agreement), the provisions of this Section 3.09 3.11 shall control;
(iii) unless and until Definitive Certificates are issued pursuant to subsection (b) below, the Owner Trustee will register transfers among the Certificateholders on the Certificate Register, which shall be open for inspection during regular business hours and shall contain a record of the name, address and taxpayer identification number of each Certificateholder;
(iv) the rights Owner Trustee shall not register such transfers in the Certificate Register except upon satisfaction of Certificate Owners the conditions set forth in Section 3.6;
(v) each Certificateholder shall bear all of the expenses it incurs in connection with any sale, transfer or exchange of its Book-Entry Certificates;
(vi) no service charge shall be exercised only through made for any registration of transfer or exchange of Book-Entry Certificates, but the Clearing Agency Owner Trustee may require payment of a reasonable sum equal to the sum that the Owner Trustee may require to effect a transfer or exchange of Certificates under Section 3.3(g);
(vii) on the Business Day following any registration in the Certificate Register of a transfer of a Book-Entry Certificate, the Owner Trustee shall send to each transferee and shall transferor a confirmation of the transfer (the confirmation to be limited substantially in the form of EXHIBIT F hereto); and
(viii) notwithstanding anything herein to those established by law and agreements between such Certificate Owners and the Clearing Agency Participants; contrary, unless and until Definitive Certificates are issued pursuant to Subsection (db) below, the Clearing Agency will make book-entry transfers among Owner Trustee is hereby authorized to direct the Clearing Agency Participants and receive and Trust to transmit distributions payments in accordance with Section 5.1 in respect of principal and interest and premium, if any, on the Certificates to such Clearing Agency Participants; and
(v) whenever this Agreement requires or permits actions to be taken based upon instructions or directions of the Certificateholders of such series holding Certificates record on the date of such series evidencing a specified percentage distribution that are entitled thereto by wire transfer of the Fractional Undivided Interests immediately available funds in the related Trust, the Clearing Agency shall be deemed to represent accordance with such percentage only instructions as have been previously provided in writing to the extent that it has received instructions to such effect from Certificate Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in Certificates of such series and has delivered such instructions to the Owner Trustee. The Trustee shall have no obligation to determine whether the Clearing Agency has in fact received any such instructions.
(b) Except with respect to the one Certificate of each series that may be issued in a denomination of less than $1,000, whenever notice or other communication to the Certificateholders of such series is required under this Agreement, unless and until Definitive Certificates shall have been issued pursuant to Subsection (d) below, the Trustee shall give all such notices and communications specified herein to be given to Certificateholders of such series to the Clearing Agency.
(c) Unless and until Definitive Certificates of a series are issued pursuant to Subsection (d) below, on the Record Date prior to each applicable Regular Distribution Date and Special Distribution Date, the Trustee will request from the Clearing Agency a Securities Position Listing setting forth the names of all Clearing Agency Participants reflected on the Clearing Agency's books as holding interests in the Certificates on such Record Date.
(d) If with respect to the Certificates of any series (i) Certificates, the Company advises the Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities and the Trustee or the Company is unable to locate a qualified successor, (ii) the Company at its option, advises the Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or (iii) after the occurrence of an Event of Default, Certificate Owners of Book-Entry Certificates of such series evidencing Fractional Undivided Interests aggregating not less than a majority in interest in the related Trust, by Act of said Certificate Owners delivered to the Company and the Trustee, Majority Certificateholders advise the Company, the Owner Trustee and the Clearing Agency through the Clearing Agency Participants in writing that the continuation of a book-entry system through the Clearing Agency Participants Owner Trustee is no longer in the best interests of the Certificate Owners of such seriesCertificateholders, then the Owner Trustee shall notify all Certificate Owners of such series, through the Clearing Agency, Certificateholders of the occurrence of any such event and of the availability of Definitive Certificates. Upon surrender to the Trustee delivery of all the Certificates of such series held by the Clearing Agency, accompanied by registration instructions from the Clearing Agency Participants Certificateholders regarding the exchange of all Book-Entry Certificates registered on the Certificate Register for Definitive Certificates to be registered on the Certificate Register in connection with the registration of Definitive Certificates in the names of Certificate Owners of such seriesCertificateholders, the Owner Trustee shall issue execute and deliver the Definitive Certificates of such series in accordance with the instructions of the Clearing AgencyCertificateholders. Neither the Company, the Registrar, the Paying Agent nor the The Owner Trustee shall not be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such registration instructions. Upon the issuance of Definitive Certificates of such seriesCertificates, the Owner Trustee and the Servicing Agent shall recognize the Person Certificateholders in whose name the names such Definitive Certificates are registered in on the Certificate Register as Certificateholders hereunder. Neither the Company nor the Trustee shall be liable if the Trustee or the Company is unable to locate a qualified successor Clearing Agency.
(ec) Except as otherwise provided in the related Trust SupplementAs to any Book-Entry Certificate, the Trustee Certificateholder shown on the Certificate Register from time to time shall enter into be deemed the applicable Letter of Representations with respect to such series of Certificates and fulfill its responsibilities thereunderabsolute owner thereof for all purposes.
(f) The provisions of this Section 3.09 may be made inapplicable to any series or may be amended with respect to any series in the related Trust Supplement.
Appears in 1 contract
Book-Entry and Definitive Certificates. (a) Except for one Certificate of each series that may be issued in a denomination of less than $1,000, the Certificates Certificate of any series may may, at the sole option of the Company, be issued in the form of one or more typewritten Certificates representing the Book-Entry Certificates of such series, to be delivered to The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Company. In such case, the Certificates Certificate of such series delivered to The Depository Trust Company shall initially be registered on the Register in the name of CEDE & Co., the nominee of the initial Clearing Agency, and no Certificate Owner will receive a definitive certificate representing such Certificate Owner's interest in the Certificates of such series, except as provided above and in Subsection (d) below. As to the Certificates of any series, except with respect to the one Certificate of such series that may be issued in a denomination of less than $1,000, unless and until definitive, fully registered Certificates of such series (the "Definitive Certificates") have been issued pursuant to Subsection (d) below:
(i) the provisions of this Section 3.09 3.9 shall be in full force and effect;
(ii) the Guarantor, the Company, the Paying Agent, the Registrar and the Trustee may deal with the Clearing Agency Participants for all purposes (including the making of distributions on the Certificates) as the authorized representatives representative of the Certificate Owners;
(iii) to the extent that the provisions of this Section 3.09 3.9 conflict with any other provisions of this Agreement (other than the provisions of any Trust Supplement amending this Section 3.09 3.9 as permitted by this Basic Agreement), the provisions of this Section 3.09 3.9 shall control;
(iv) the rights of Certificate Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency Participants; and until Definitive Certificates are issued pursuant to Subsection (d) below, the Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest and premium, if any, on the Certificates to such Clearing Agency Participants;
(v) such Certificates of such series may be transferred in whole, but not in part, and in the manner provided in Section 3.4 by the Clearing Agency holding such Certificates to a nominee of such Clearing Agency or by such Clearing Agency to a successor Clearing Agency selected or approved by the Company upon notice to the Trustee or to a nominee of such successor Clearing Agency; and
(vvi) whenever this Agreement requires or permits actions to be taken based upon instructions or directions of Certificateholders of such series holding Certificates of such series evidencing a specified percentage of the Fractional Undivided Interests in the related Trust, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Certificate Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in Certificates of such series and has delivered such instructions to the Trustee. The Trustee shall have no obligation to determine whether the Clearing Agency has in fact received any such instructions.
(b) Except with respect to the one Certificate of each series that may be issued in a denomination of less than $1,000, whenever notice or other communication to the Certificateholders of such series is required under this Agreement, unless and until Definitive Certificates shall have been issued pursuant to Subsection (d) below, the Trustee shall give all such notices and communications specified herein to be given to Certificateholders of such series to the Clearing AgencyAgency and/or the Clearing Agency Participants, and shall make available additional copies as requested by such Clearing Agency Participants.
(c) Unless and until Definitive Certificates of a series are issued pursuant to Subsection (d) below, on the Record Date prior to each applicable Regular Distribution Date and Special Distribution Date, the Trustee will request from the Clearing Agency a Securities Position Listing securities position listing setting forth the names of all Clearing Agency Participants reflected on the Clearing Agency's books as holding interests in the Certificates of such series on such Record Date. The Trustee shall mail to each such Clearing Agency Participant the statements described in Section 4.3 hereof and will make available additional copies as requested by such Clearing Agency Participant for forwarding by such Clearing Agency Participant to Certificate Owners.
(d) If with respect to the Book-Entry Certificates of any series (i) the Company advises the Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities and the Trustee or the Applicable Company is unable to locate a qualified successor, successor or (ii) the Company Applicable Company, at its option, advises the Trustee in writing that it elects of its election to terminate the book-entry system through the Clearing Agency in respect of the Certificates or (iii) after the occurrence of an Event of Default, Certificate Owners of Book-Entry Certificates of such series evidencing Fractional Undivided Interests aggregating not less than a majority in interest in the related Trust, by Act of said Certificate Owners delivered to the Company and the Trustee, Trust advise the Company, the Trustee and the Clearing Agency through the Clearing Agency Participants in writing that the continuation of a book-entry system through the Clearing Agency Participants is no longer in the best interests of the Certificate Owners of such series, then the Trustee shall notify all Certificate Owners of such series, through the Clearing Agency, of the occurrence of any such event and of the availability of Definitive Certificates. Upon surrender to the Trustee of all the Certificates of such series held by the Clearing Agency, accompanied by written registration instructions from the Clearing Agency Participants for registration of Definitive Certificates in the names of Certificate Owners of such series, the Trustee shall issue execute, authenticate and deliver the Definitive Certificates of such series pursuant to Section 3.4 in accordance with the instructions of the Clearing Agency. Neither the Guarantor, the Company, the Registrar, the Paying Agent nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such registration instructions. Upon the issuance authentication and delivery of Definitive Certificates of such series, the Trustee shall recognize the Person Persons in whose name the Definitive Certificates are registered in the Register as Certificateholders hereunder. Neither None of the Company nor Company, the Guarantor and the Trustee shall be liable if the Trustee or the Company is unable to locate a qualified successor Clearing Agency.
(e) Except as otherwise provided in the related Trust Supplement, the Trustee shall enter into the applicable Letter of Representations with respect to such series of Certificates and fulfill its responsibilities thereunder.
(f) The provisions of this Section 3.09 3.9 may be made inapplicable to any series or may be amended with respect to any series in the related Trust Supplement.
Appears in 1 contract
Book-Entry and Definitive Certificates. (a) Except for one Certificate of each series that may be issued in a denomination of less other than an even multiple of $1,000, the Certificates of any series may be issued at the option of the Company in the form of one or more typewritten Certificates representing the Book-Entry Certificates of such series, to be delivered to The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Company. In such case, the Certificates of such series delivered to The Depository Trust Company shall initially be registered on the Register in the name of CEDE Cede & Co., the nominee of the initial Clearing Agency, and no Certificate Owner will receive a definitive certificate representing such Certificate Owner's interest in the Certificates of such series, except as provided above and in Subsection (d) below. As to the Certificates of any series, except with respect to such series (other than the one Certificate of or such series that may be issued in a denomination of less other than an even multiple of $1,000), unless and until definitive, fully registered Certificates (the "Definitive Certificates") have been issued pursuant to Subsection (d) below:
(i1) the provisions of this Section 3.09 3.05 shall be in full force and effect;
(ii2) the Company, the Paying Agent, the Registrar and the Trustee may deal with the Clearing Agency Participants for all purposes (including the making of distributions on the Certificates) as the authorized representatives of the Certificate Owners);
(iii3) to the extent that the provisions of this Section 3.09 3.05 conflict with any other provisions of this Agreement (other than the provisions of any Trust Supplement expressly amending this Section 3.09 3.05 as permitted by this Basic Agreement), the provisions of this Section 3.09 3.05 shall control;
(iv4) the rights of Certificate Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency Participants; and until Definitive Certificates are issued pursuant to Subsection (d) below, the Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and principal, interest and premium, if any, on the Certificates to such Clearing Agency Participants;
(5) such Certificates of such series may be transferred in whole, but not in part, and in the manner provided in Section 3.04, by the Clearing Agency holding such Certificates to a nominee of such Clearing Agency, or by such Clearing Agency to a successor Clearing Agency that has been selected or approved by the Company or to a nominee of such successor Clearing Agency; and
(v6) whenever this Agreement requires or permits actions to be taken based upon instructions or directions of Certificateholders of such series holding Certificates of such series evidencing a specified percentage of the Fractional Undivided Interests in the related Trust, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Certificate Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in Certificates of such series and has delivered such instructions to the Trustee. The Neither the Company nor the Trustee shall have no any obligation to determine whether the Clearing Agency has in fact received any such instructions.
(b) Except with respect to the one Certificate of each series that may be issued in a denomination of less than $1,000, whenever Whenever notice or other communication to the Certificateholders of such series is required under this Agreement, unless and until Definitive Certificates shall have been issued pursuant to Subsection (d) below, the Trustee shall give all such notices and communications specified herein to be given to Certificateholders of such series to the Clearing Agency.
(c) Unless and until Definitive Certificates of a series are issued pursuant to Subsection (d) below, on the Record Date prior to each applicable Regular Distribution Date and Special Distribution Date, the Trustee will request from the Clearing Agency a Securities Position Listing securities position listing setting forth the names of all Clearing Agency Participants reflected on the Clearing Agency's books as holding interests in the Certificates on such Record Date.
(d) If with respect to the Certificates of any series (i) the Company advises the Trustee in writing that the Clearing Agency is no longer willing or able to discharge properly discharge its responsibilities and the Trustee or the Company is unable to locate a qualified successor, (ii) the Company Company, at its option, advises the Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or (iii) after the occurrence of an Event of Default, Certificate Owners of Book-Entry Certificates of such series evidencing Fractional Undivided Interests aggregating not less than a majority in interest in the related Trust, by Act of said such Certificate Owners delivered to the Company and the Trustee, advise the Company, the Trustee and the Clearing Agency through the Clearing Agency Participants in writing that the continuation of a book-entry system through the Clearing Agency Participants is no longer in the best interests of the Certificate Owners of such series, then the Trustee shall notify all Certificate Owners of such series, through the Clearing Agency, of the occurrence of any such event and of the availability of Definitive Certificates. Upon surrender to the Trustee of all the Certificates of such series held by the Clearing Agency, accompanied by registration instructions from the Clearing Agency Participants for registration of Definitive Certificates in the names of Certificate Owners of such series, the Trustee shall issue and deliver the Definitive Certificates of such series in accordance with the instructions of the Clearing Agency. Neither the Company, the Registrar, the Paying Agent nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such registration instructions. Upon the issuance of Definitive Certificates of such series, the Trustee shall recognize the Person Persons in whose name names the Definitive Certificates are registered in the Register as Certificateholders hereunder. Neither the Company nor the Trustee shall be liable if the Trustee or the Company is unable to locate a qualified successor Clearing Agency.
(e) Except as otherwise provided in the related Trust Supplement, the Trustee shall enter into the applicable Letter of Representations with respect to such series of Certificates and fulfill its responsibilities thereunder.
(f) The provisions of this Section 3.09 may be made inapplicable to any series or may be amended with respect to any series in the related Trust Supplement.the
Appears in 1 contract
Samples: Pass Through Trust Agreement (American Airlines Inc)
Book-Entry and Definitive Certificates. (a) Except for one Certificate of each series that may Certificates issued to Institutional Accredited Investors which must be issued in a denomination the form of less than $1,000definitive, fully registered Certificates ("Definitive Certificates"), the Certificates of any series may be issued in the form of one or more typewritten Certificates representing the Book-Entry Certificates of such series, to be delivered to The Depository Trust CompanyDTC, the initial Clearing Agency, by, or on behalf of, the CompanyPass Through Trustee. In such case, the Certificates of such series delivered to The Depository Trust Company DTC shall initially be registered on the Register in the name of CEDE Cede & Co., the nominee of the initial Clearing Agency, and no Certificate Owner will receive a definitive certificate representing such Certificate Owner's interest in the Certificates of such seriesCertificates, except as provided above and in Subsection subsection (d) below. As to the Certificates of any series, except with respect to the one Certificate of such series that may be issued in a denomination of less than $1,000Book-Entry Certificates, unless and until definitive, fully registered Definitive Certificates (the "Definitive Certificates") have been issued pursuant to Subsection subsection (d) below:
(i) the provisions of this Section 3.09 3.9 shall be in full force and effect;
(ii) the Company, each Owner Lessor, the Paying Agent, the Registrar and the Pass Through Trustee may deal with the Clearing Agency Participants for all purposes (including the making of distributions on the Certificates) as the authorized representatives representative of the Certificate Owners;
(iii) to the extent that the provisions of this Section 3.09 3.9 conflict with any other provisions of this Pass Through Trust Agreement (other than the provisions of any Trust Supplement supplemental agreement amending this Section 3.09 3.9 as permitted by this Basic Pass Through Trust Agreement), the provisions of this Section 3.09 3.9 shall control;
(iv) the rights of Certificate Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency Participants; and until Definitive Certificates are issued pursuant to Subsection subsection (d) below, the Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest and premium, if any, on the Certificates to such Clearing Agency Participants; and
(v) whenever this Pass Through Trust Agreement requires or permits actions to be taken based upon instructions or directions of Certificateholders of such series holding Certificates of such series evidencing a specified percentage of the Fractional Undivided Interests in the related Pass Through Trust, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Certificate Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in Certificates of such series and has delivered such instructions to the Pass Through Trustee. The Pass Through Trustee shall have no obligation to determine (and shall incur no liability in connection with any determination of) whether the Clearing Agency has in fact received any such instructions.
(b) Except with With respect to the one Certificate of each series that may be issued in a denomination of less than $1,000Book-Entry Certificates, whenever notice or other communication to the Certificateholders of such series is required under this Pass Through Trust Agreement, unless and until Definitive Certificates shall have been issued pursuant to Subsection subsection (d) below, the Pass Through Trustee shall give all such notices and communications specified herein to be given to Certificateholders of such series to the Clearing AgencyAgency and/or the Clearing Agency Participants (and, upon receipt of a valid Certificate Owner Request, to the Certificateholder or Certificate Owner making such request), and shall make available additional copies as reasonably requested by such Clearing Agency Participants.
(c) Unless and until Definitive Certificates of a series are issued pursuant to Subsection subsection (d) below, on the Record Date prior to each applicable Regular Distribution Date and Special Distribution Date, the Trustee will request from the Clearing Agency a Securities Position Listing setting forth the names of all Clearing Agency Participants reflected on the Clearing Agency's books as holding interests in the Certificates on such Record Date.
(d) If with respect to the Certificates of any series (i) the Company advises the Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities and the Trustee or the Company is unable to locate a qualified successor, (ii) the Company at its option, advises the Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or (iii) after the occurrence of an Event of Default, Certificate Owners of Book-Entry Certificates of such series evidencing Fractional Undivided Interests aggregating not less than a majority in interest in the related Trust, by Act of said Certificate Owners delivered to the Company and the Trustee, advise the Company, the Trustee and the Clearing Agency through the Clearing Agency Participants in writing that the continuation of a book-entry system through the Clearing Agency Participants is no longer in the best interests of the Certificate Owners of such series, then the Trustee shall notify all Certificate Owners of such series, through the Clearing Agency, of the occurrence of any such event and of the availability of Definitive Certificates. Upon surrender to the Trustee of all the Certificates of such series held by the Clearing Agency, accompanied by registration instructions from the Clearing Agency Participants for registration of Definitive Certificates in the names of Certificate Owners of such series, the Trustee shall issue and deliver the Definitive Certificates of such series in accordance with the instructions of the Clearing Agency. Neither the Company, the Registrar, the Paying Agent nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such registration instructions. Upon the issuance of Definitive Certificates of such series, the Trustee shall recognize the Person in whose name the Definitive Certificates are registered in the Register as Certificateholders hereunder. Neither the Company nor the Trustee shall be liable if the Trustee or the Company is unable to locate a qualified successor Clearing Agency.
(e) Except as otherwise provided in the related Trust Supplement, the Trustee shall enter into the applicable Letter of Representations with respect to such series of Certificates and fulfill its responsibilities thereunder.
(f) The provisions of this Section 3.09 may be made inapplicable to any series or may be amended with respect to any series in the related Trust Supplement.Special
Appears in 1 contract
Book-Entry and Definitive Certificates. (a) Except for one Certificate of each series that may be issued in a denomination of less other than an even multiple of $1,000, the Certificates of any series may be issued at the option of the Company in the form of one or more typewritten Certificates representing the Book-Entry Certificates of such series, to be delivered to The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Company. In such case, the Certificates of such series delivered to The Depository Trust Company shall initially be registered on the Register in the name of CEDE Cede & Co., the nominee of the initial Clearing Agency, 21 28 and no Certificate Owner will receive a definitive certificate representing such Certificate Owner's interest in the Certificates of such series, except as provided above and in Subsection (d) below. As to the Certificates of any series, except with respect to such series (other than the one Certificate of or such series that may be issued in a denomination of less other than an even multiple of $1,000), unless and until definitive, fully registered Certificates (the "Definitive Certificates") have been issued pursuant to Subsection (d) below:
(i1) the provisions of this Section 3.09 3.05 shall be in full force and effect;
(ii2) the Company, the Paying Agent, the Registrar and the Trustee may deal with the Clearing Agency Participants for all purposes (including the making of distributions on the Certificates) as the authorized representatives of the Certificate Owners);
(iii3) to the extent that the provisions of this Section 3.09 3.05 conflict with any other provisions of this Agreement (other than the provisions of any Trust Supplement expressly amending this Section 3.09 3.05 as permitted by this Basic Agreement), the provisions of this Section 3.09 3.05 shall control;
(iv4) the rights of Certificate Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency Participants; and until Definitive Certificates are issued pursuant to Subsection (d) below, the Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and principal, interest and premium, if any, on the Certificates to such Clearing Agency Participants;
(5) such Certificates of such series may be transferred in whole, but not in part, and in the manner provided in Section 3.04, by the Clearing Agency holding such Certificates to a nominee of such Clearing Agency, or by such Clearing Agency to a successor Clearing Agency that has been selected or approved by the Company or to a nominee of such successor Clearing Agency; and
(v6) whenever this Agreement requires or permits actions to be taken based upon instructions or directions of Certificateholders of such series holding Certificates of such series evidencing a specified percentage of the Fractional Undivided Interests in the related Trust, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Certificate Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in Certificates of such series and has delivered such instructions to the Trustee. The Neither the Company nor the Trustee shall have no any obligation to determine whether the Clearing Agency has in fact received any such instructions.
(b) Except with respect to the one Certificate of each series that may be issued in a denomination of less than $1,000, whenever Whenever notice or other communication to the Certificateholders of such a series is required under this Agreement, unless and until Definitive Certificates shall have been issued pursuant to Subsection (d) below, the Trustee shall give all such notices and communications specified herein to be given to Certificateholders of such series to the Clearing Agency.
(c) Unless and until Definitive Certificates of a series are issued pursuant to Subsection (d) below, on Except as otherwise provided in the Record Date prior to each applicable Regular Distribution Date and Special Distribution Daterelated Trust Supplement, the Trustee will request from shall enter into the Clearing Agency a Securities Position Listing setting forth the names applicable Letter of all Clearing Agency Participants reflected on the Clearing Agency's books as holding interests in the Representations with respect to each series of Certificates on such Record Dateand fulfill its responsibilities thereunder.
(d) If with respect to the Certificates of any series (i) the Company advises the Trustee in writing that the Clearing Agency is no longer willing or able to discharge properly discharge its responsibilities and the Trustee or the Company is unable to locate a qualified successor, (ii) the Company Company, at its option, advises the Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or (iii) after the occurrence of an Event of Default, Certificate Owners of Book-Entry Certificates of such series evidencing Fractional Undivided Interests aggregating not less than a majority in interest in the related Trust, by Act of said such Certificate Owners delivered to the Company and the Trustee, advise the Company, the Trustee and the Clearing Agency through the Clearing Agency Participants in writing that the continuation of a book-entry system through the Clearing Agency Participants is no longer in the best interests of the Certificate Owners of such series, then the Trustee shall notify all Certificate Owners of such series, through the Clearing Agency, of the occurrence of any such event and of the availability of Definitive Certificates. Upon surrender to the Trustee of all the Certificates of such series held by the Clearing Agency, accompanied by registration instructions from the Clearing Agency Participants for registration of Definitive Certificates in the names of Certificate Owners of such series, the Trustee shall issue and deliver the Definitive Certificates of such series in accordance with the instructions of the Clearing Agency. Neither the Company, the Registrar, the Paying Agent nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such registration instructions. Upon the issuance of Definitive Certificates of such series, the Trustee shall recognize the Person Persons in whose name names the Definitive Certificates are registered in the Register as Certificateholders hereunder. Neither the Company nor the Trustee shall be liable if the Trustee or the Company is unable to locate a qualified successor Clearing Agency.
(e) Except as otherwise provided in the related Trust Supplement, the Trustee shall enter into the applicable Letter of Representations with respect to such series of Certificates and fulfill its responsibilities thereunder.
(f) The provisions of this Section 3.09 3.05 may be made inapplicable to any series or may be amended with respect to any series in the related Trust Supplement.
Appears in 1 contract
Samples: Pass Through Trust Agreement (American Airlines Inc)
Book-Entry and Definitive Certificates. (a) Except for one Certificate of each series that may be issued in a denomination of less than $1,000, the Certificates of any series may be issued in the form of one or more typewritten Certificates representing the Book-Entry Certificates of such series, to be delivered to The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Company. In such case, the Certificates of such series delivered to The Depository Trust Company shall initially be registered on the Register in the name of CEDE & Co., the nominee of the initial Clearing Agency, and no Certificate Owner will receive a definitive certificate representing such Certificate Owner's interest in the Certificates of such series, except as provided above and in Subsection (d) below. As to the Certificates of any series, except with respect to the one Certificate of such series that may be issued in a denomination of less than $1,000, unless and until definitive, fully registered Certificates (the "Definitive Certificates") have been issued pursuant to Subsection (d) below:
(i) the provisions of this Section 3.09 shall be in full force and effect;
(ii) the Company, the Paying Agent, the Registrar and the Trustee may deal with the Clearing Agency Participants for all purposes (including the making of distributions on the Certificates) as the authorized representatives of the Certificate Owners;
(iii) to the extent that the provisions of this Section 3.09 conflict with any other provisions of this Agreement (other than the provisions of any Trust Supplement amending this Section 3.09 as permitted by this Basic Agreement), the provisions of this Section 3.09 shall control;
(iv) the rights of Certificate Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency Participants; and until Definitive Certificates are issued pursuant to Subsection (d) below, the Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest and premium, if any, on the Certificates to such Clearing Agency Participants; and
(v) whenever this Agreement requires or permits actions to be taken based upon instructions or directions of Certificateholders of such series holding Certificates of such series evidencing a specified percentage of the Fractional Undivided Interests in the related Trust, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Certificate Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in Certificates of such series and has delivered such instructions to the Trustee. The Trustee shall have no obligation to determine whether the Clearing Agency has in fact received any such instructions.
(b) Except with respect to the one Certificate of each series that may be issued in a denomination of less than $1,000, whenever notice or other communication to the Certificateholders of such series is required under this Agreement, unless and until Definitive Certificates shall have been issued pursuant to Subsection (d) below, the Trustee shall give all such notices and communications specified herein to be given to Certificateholders of such series to the Clearing Agency.
(c) Unless and until Definitive Certificates of a series are issued pursuant to Subsection (d) below, on the Record Date prior to each applicable Regular Distribution Date and Special Distribution Date, the Trustee will request from the Clearing Agency a Securities Position Listing setting forth the names of all Clearing Agency Participants reflected on the Clearing Agency's books as holding interests in the Certificates on such Record Date.
(d) If with respect to the Certificates of any series (i) the Company advises the Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities and the Trustee or the Company is unable to locate a qualified successor, (ii) the Company at its option, advises the Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or (iii) after the occurrence of an Event of Default, Certificate Owners of Book-Entry Certificates of such series evidencing Fractional Undivided Interests aggregating not less than a majority in interest in the related Trust, by Act of said Certificate Owners delivered to the Company and the Trustee, advise the Company, the Trustee and the Clearing Agency through the Clearing Agency Participants in writing that the continuation of a book-entry system through the Clearing Agency Participants is no longer in the best interests of the Certificate Owners of such series, then the Trustee shall notify all Certificate Owners of such series, through the Clearing Agency, of the occurrence of any such event and of the availability of Definitive Certificates. Upon surrender to the Trustee of all the Certificates of such series held by the Clearing Agency, accompanied by registration instructions from the Clearing Agency Participants for registration of Definitive Certificates in the names of Certificate Owners of such series, the Trustee shall issue and deliver the Definitive Certificates of such series in accordance with the instructions of the Clearing Agency. Neither the Company, the Registrar, the Paying Agent nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such registration instructions. Upon the issuance of Definitive Certificates of such series, the Trustee shall recognize the Person in whose name the Definitive Certificates are registered in the Register as Certificateholders hereunder. Neither the Company nor the Trustee shall be liable if the Trustee or the Company is unable to locate a qualified successor Clearing Agency.
(e) Except as otherwise provided in the related Trust Supplement, the Trustee shall enter into the applicable Letter of Representations with respect to such series of Certificates and fulfill its responsibilities thereunder.
(f) The provisions of this Section 3.09 may be made inapplicable to any series or may be amended with respect to any series in the related Trust Supplement.
Appears in 1 contract
Samples: Pass Through Trust Agreement (Northwest Airlines Corp)
Book-Entry and Definitive Certificates. (a) Except for one Certificate of each series that may be issued in a denomination of less than $1,000, the The Certificates of any series may be issued in the form of one or more typewritten Certificates representing the Book-Entry Certificates of such series, to be delivered to The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Company. In such case, the Certificates of such series delivered to The Depository Trust Company shall initially be registered on the Register in the name of CEDE & Co., the nominee nomi- nee of the initial Clearing Agency, and no Certificate Owner will receive a definitive certificate representing such Certificate Owner's interest in the Certificates of such series, except as provided above and in Subsection (d) below. As to the Certificates of any series, except with respect to the one Certificate of such series that may be issued in a denomination of less than $1,000, unless and until definitive, fully registered Certificates (the "Definitive Certificates") have been issued pursuant to Subsection (d) below:
(i) the provisions of this Section 3.09 3.05 shall be in full force and effect;
(ii) the Company, the Paying Agent, the Registrar and the Trustee may deal with the Clearing Agency Participants for all purposes (including the making of distributions on the Certificates) as the authorized representatives of the Certificate Owners;
(iii) to the extent that the provisions of this Section 3.09 3.05 conflict with any other provisions of this Agreement (other than the provisions of any Trust Supplement expressly amending this Section 3.09 3.05 as permitted by this Basic Agreement), the provisions of this Section 3.09 3.05 shall control;
(iv) the rights of Certificate Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency Participants; and until Definitive Certificates are issued pursuant to Subsection (d) below, the Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and principal, interest and premium, if any, on the Certificates to such Clearing Agency Participants; and
(v) whenever this Agreement requires or permits actions to be taken based upon instructions or directions of Certificateholders of such series holding Certificates of such series evidencing a specified percentage of the Fractional Undivided Interests in the related Trust, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Certificate Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in Certificates of such series and has delivered such instructions to the Trustee. The Trustee shall have no obligation to determine whether the Clearing Agency has in fact received any such instructions.
(b) Except with respect to the one Certificate of each series that may be issued in a denomination of less than $1,000, whenever Whenever notice or other communication to the Certificateholders of such series is required under this Agreement, unless and until Definitive Certificates shall have been issued pursuant to Subsection (d) below, the Trustee shall give all such notices and communications specified herein to be given to Certificateholders of such series to the Clearing Agency.
(c) Unless and until Definitive Certificates of a series are issued pursuant to Subsection (d) below, on the Record Date prior to each applicable Regular Distribution Date and Special Distribution Date, the Trustee will request from the Clearing Agency a Securities Position Listing securities position listing setting forth the names of all Clearing Agency Participants reflected on the Clearing Agency's books as holding interests in the Certificates on such Record Date.
(d) If with respect to the Certificates of any series (i) the Company advises the Trustee in writing that the Clearing Agency is no longer willing or able to discharge properly discharge its responsibilities and the Trustee or the Company is unable to locate a qualified successor, (ii) the Company Company, at its option, advises the Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or (iii) after the occurrence of an Event of Default, Certificate Owners of Book-Entry Certificates of such series evidencing Fractional Undivided Interests aggregating not less than a majority in interest in the related Trust, by Act of said such Certificate Owners delivered to the Company and the Trustee, advise the Company, the Trustee and the Clearing Agency through the Clearing Agency Participants in writing that the continuation of a book-entry system through the Clearing Agency Participants is no longer in the best interests of the Certificate Owners of such series, then the Trustee shall notify all Certificate Owners of such series, through the Clearing Agency, of the occurrence of any such event and of the availability of Definitive Certificates. Upon surrender to the Trustee of all the Certificates of such series held by the Clearing Agency, accompanied by registration instructions from the Clearing Agency Participants for registration of Definitive Certificates in the names of Certificate Owners of such series, the Trustee shall issue and deliver the Definitive Certificates of such series in accordance with the instructions of the Clearing Agency. Neither the Company, the Registrar, the Paying Agent nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such registration instructions. Upon the issuance of Definitive Certificates of such series, the Trustee shall recognize the Person in whose name the Definitive Certificates are registered in the Register as Certificateholders hereunder. Neither the Company nor the Trustee shall be liable if the Trustee or the Company is unable to locate a qualified successor Clearing Agency.
(e) Except as otherwise provided in the related Trust Supplement, the Trustee shall enter into the applicable Letter of Representations with respect to such series of Certificates and fulfill its responsibilities thereunder.
(f) The provisions of this Section 3.09 3.05 may be made inapplicable to any series or may be amended with respect to any series in the related Trust Supplement.
Appears in 1 contract
Book-Entry and Definitive Certificates. (a) Except for one Certificate of each series that may be issued in a denomination of less than $1,000, the The Certificates of any series may be issued in the form of one or more typewritten Certificates representing represent- ing the Book-Entry Certificates of such series, to be delivered to The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Company. In such case, the Certificates of such series delivered to The Depository Trust Company shall initially be registered on the Register in the name of CEDE & Co., the nominee of the initial Clearing Agency, and no Certificate Owner will receive a definitive certificate representing such Certificate Owner's interest in the Certificates of such series, except as provided above and in Subsection (d) below. As to the Certificates of any series, except with respect to the one Certificate of such series that may be issued in a denomination of less than $1,000, unless and until definitive, fully registered Certificates (the "Definitive CertificatesDEFINITIVE CERTIFICATES") have been issued pursuant to Subsection (d) below:
(i) the provisions of this Section 3.09 3.05 shall be in full force and effect;
(ii) the Company, the Paying Agent, the Registrar and the Trustee may deal with the Clearing Agency Participants for all purposes (including the making of distributions on the Certificates) as the authorized representatives of the Certificate Owners;
(iii) to the extent that the provisions of this Section 3.09 3.05 conflict with any other provisions of this Agreement (other than the provisions of any Trust Supplement expressly amending this Section 3.09 3.05 as permitted by this Basic Agreement), the provisions of this Section 3.09 3.05 shall control;
(iv) the rights of Certificate Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency Participants; and until Definitive Certificates are issued pursuant to Subsection (d) below, the Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and principal, interest and premium, if any, on the Certificates to such Clearing Agency Participants; and
(v) whenever this Agreement requires or permits actions to be taken based upon instructions or directions of Certificateholders of such series holding Certificates of such series evidencing a specified percentage of the Fractional Undivided Interests in the related Trust, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Certificate Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in Certificates of such series and has delivered such instructions to the Trustee. The Trustee shall have no obligation to determine whether the Clearing Agency has in fact received any such instructions.
(b) Except with respect to the one Certificate of each series that may be issued in a denomination of less than $1,000, whenever Whenever notice or other communication to the Certificateholders of such series is required under this Agreement, unless and until Definitive Certificates shall have been issued pursuant to Subsection (d) below, the Trustee shall give all such notices and communications specified herein to be given to Certificateholders of such series to the Clearing Agency.
(c) Unless and until Definitive Certificates of a series are issued pursuant to Subsection (d) below, on the Record Date prior to each applicable Regular Distribution Date and Special Distribution Date, the Trustee will request from the Clearing Agency a Securities Position Listing securities position listing setting forth the names of all Clearing Agency Participants reflected on the Clearing Agency's books as holding interests in the Certificates on such Record Date.
(d) If with respect to the Certificates of any series (i) the Company advises the Trustee in writing that the Clearing Agency is no longer willing or able to discharge properly discharge its responsibilities and the Trustee or the Company is unable to locate a qualified successor, (ii) the Company Company, at its option, advises the Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or (iii) after the occurrence of an Event of Default, Certificate Owners of Book-Entry Certificates of such series evidencing Fractional Undivided Interests aggregating not less than a majority in interest in the related Trust, by Act of said such Certificate Owners delivered to the Company and the Trustee, advise the Company, the Trustee and the Clearing Agency through the Clearing Agency Participants in writing that the continuation of a book-entry system through the Clearing Agency Participants is no longer in the best interests of the Certificate Owners of such series, then the Trustee shall notify all Certificate Owners of such series, through the Clearing Agency, of the occurrence of any such event and of the availability of Definitive Certificates. Upon surrender to the Trustee of all the Certificates of such series held by the Clearing Agency, accompanied by registration instructions from the Clearing Agency Participants for registration of Definitive Certificates in the names of Certificate Owners of such series, the Trustee shall issue and deliver the Definitive Certificates of such series in accordance with the instructions of the Clearing Agency. Neither the Company, the Registrar, the Paying Agent nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such registration instructions. Upon the issuance of Definitive Certificates of such series, the Trustee shall recognize the Person in whose name the Definitive Certificates are registered in the Register as Certificateholders hereunder. Neither the Company nor the Trustee shall be liable if the Trustee or the Company is unable to locate a qualified successor Clearing Agency.
(e) Except as otherwise provided in the related Trust Supplement, the Trustee shall enter into the applicable Letter of Representations with respect to such series of Certificates and fulfill its responsibilities thereunder.
(f) The provisions of this Section 3.09 3.05 may be made inapplicable to any series or may be amended with respect to any series in the related Trust Supplement.
Appears in 1 contract
Book-Entry and Definitive Certificates. (a) Except for one Certificate The Certificates of each series that may be issued in a denomination of less than $1,000, the Certificates of any series may be issued in the form of one or more typewritten Certificates representing the Book-Entry Certificates of such series, to be delivered to The Depository Trust CompanyDTC, the initial Clearing Agency, by, or on behalf of, the Company. In such case, the Certificates of such series delivered to The Depository Trust Company DTC shall initially be registered on the Register in the name of CEDE Cede & Co., the nominee of the initial Clearing Agency, and no Certificate Owner will receive a definitive certificate representing such Certificate Owner's ’s interest in the Certificates of such series, except as provided above and in Subsection (d) below. As to the Certificates of any series, except with respect to the one Certificate of such series that may be issued in a denomination of less than $1,000, unless Unless and until definitive, fully registered Certificates of such series (the "“Definitive Certificates"”) have been issued pursuant to Subsection (d) below:
(i) the provisions of this Section 3.09 shall be in full force and effect;
(ii) the Company, the Paying Agent, the Registrar and the Trustee may deal with the Clearing Agency Participants for all purposes (including the making of distributions on the Certificates) as the authorized representatives of the Certificate Owners;
(iii) to the extent that the provisions of this Section 3.09 conflict with any other provisions of this Basic Agreement or any Trust Supplement (other than the provisions of any Trust Supplement amending this Section 3.09 as permitted by this Basic Agreement), the provisions of this Section 3.09 shall control;
(iv) the rights of Certificate Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency Participants; and until Definitive Certificates are issued pursuant to Subsection (d) below, the Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest and premium, if any, on the Certificates to such Clearing Agency Participants; and
(v) whenever this Basic Agreement or any Trust Supplement requires or permits actions to be taken based upon instructions or directions of Certificateholders of such series holding Certificates of such series evidencing a specified percentage of the Fractional Undivided Interests in the related Trust, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Certificate Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in Certificates of such series and has delivered such instructions to the Trustee. The Trustee shall have no obligation to determine whether the Clearing Agency has in fact received any such instructions.
(b) Except with respect to the one Certificate of each series that may be issued in a denomination of less than $1,000, whenever Whenever notice or other communication to the Certificateholders of such series is required under this AgreementBasic Agreement or the related Trust Supplement, unless and until Definitive Certificates shall have been issued pursuant to Subsection (d) below, the Trustee shall give all such notices and communications specified herein to be given to Certificateholders of such series to holders of Definitive Certificates at the address reflected on the Register and to the Clearing AgencyAgency and/or the Clearing Agency Participants, and shall make available additional copies as requested by such Clearing Agency Participants.
(c) Unless and until Definitive Certificates of a series are issued pursuant to Subsection (d) below, on the Record Date prior to each applicable Regular Distribution Date and Special Distribution Date, the Trustee will request from the Clearing Agency DTC a Securities Position Listing (as defined in the Letter of Representations) setting forth the names of all Clearing Agency Participants reflected on the Clearing Agency's DTC’s books as holding interests in the Certificates of such series on such Record Date. The Trustee shall mail to each such Clearing Agency Participant, the statements described in Section 4.03 hereof and will make available additional copies as requested by such Clearing Agency Participant to be available for forwarding to Certificate Owners.
(d) If with respect to the Certificates of any series series, (i) the Company advises notifies the Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities and the Trustee or the Company is unable to locate and appoint a qualified successor, (ii) the Company at its option, advises the Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or (iii) after the occurrence of an Event of Default, Certificate Owners of Book-Entry Certificates of such series evidencing Fractional Undivided Interests aggregating not less than a majority in interest in the related Trust, by Act of said Certificate Owners delivered to the Company and the Trustee, advise the Company, the Trustee and the Clearing Agency through the Clearing Agency Participants in writing that the continuation of a book-entry system through the Clearing Agency Participants is no longer in the best interests of the Certificate Owners of such series, then the Trustee shall notify all Certificate Owners of such series, through the Clearing Agency, of the occurrence of any such event and of the availability of Definitive Certificates. Upon surrender to the Trustee of all the Certificates of such series held by the Clearing Agency, accompanied by registration instructions from the Clearing Agency Participants for registration of Definitive Certificates in the names of Certificate Owners of such series, the Trustee shall issue and deliver the Definitive Certificates of such series in accordance with the instructions of the Clearing Agency. Neither the Company, the Registrar, the Paying Agent nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such registration instructions. Upon the issuance of Definitive Certificates of such series, the Trustee shall recognize the Person in whose name the such Definitive Certificates are registered in the Register as Certificateholders of such series hereunder. Neither the Company nor the Trustee shall be liable if the Trustee or the Company is unable to locate a qualified successor Clearing Agency.
(e) Except as otherwise provided in the related Trust Supplement, the Trustee shall enter into the applicable Letter of Representations with respect to such each series of Certificates and fulfill its responsibilities thereunder.
(f) The provisions of this Section 3.09 may be made inapplicable to any series or may be amended with respect to any series in the related Trust Supplement.
Appears in 1 contract
Book-Entry and Definitive Certificates. (a) Except for one Certificate of each series that may be issued in a denomination of less than $1,000, the The -------------------------------------- Certificates of any series Series or Class may be issued in the form of one or more typewritten Certificates certificates representing the Book-Entry Certificates of such seriesthat Series or Class, to be delivered to The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the CompanyOriginator. In such case, the Certificates of such series Series or Class delivered to The Depository Trust Company shall initially be registered on the Register in the name of CEDE Cede & Co., the nominee of the initial Clearing Agency, and no Certificate Certifi cate Owner will receive a definitive certificate Certificate representing such Certificate Owner's interest in the Certificates Certificate of such seriesSeries or Class, except as provided above and in Subsection (dSection 3.10(c) below. As to the Certificates of any series, except with respect to the one Certificate of such series that may be issued in a denomination of less than $1,000, unless Unless and until definitive, fully registered Certificates (the "Definitive Certificates") of such Series or Class have been issued pursuant to Subsection (dSection 3.10(c) below:
(i) the provisions of this Section 3.09 3.10 shall be in full force and effecteffect with respect to the Certificates of such Series or Class;
(ii) the CompanyOriginator, the Paying Agent, the Registrar and the Certificate Trustee may deal with the Clearing Agency Participants for all purposes (including the making of distributions on the CertificatesCertificates of such Series or Class) as the authorized representatives representative of the Certificate OwnersOwners of Certificates of such Series or Class;
(iii) to the extent that the provisions of this Section 3.09 3.10 conflict with any other provisions of this Agreement (other than the provisions of any Trust Supplement amending this Section 3.09 as permitted by this Basic Agreement), the provisions of this Section 3.09 3.10 shall control;
(iv) the rights of Certificate Owners of Certificates of such Series or Class shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency Participants; and until Definitive Certificates of such Series or Class are issued pursuant to Subsection (dSection 3.10(c) below, the Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal of and interest and premium, if any, on the Certificates of such Series or Class to such Clearing Agency Participants; and
(v) whenever this Trust Agreement requires or permits actions to be taken based upon instructions or directions of Certificateholders of such series holding Certificates of such series evidencing Series or Class representing a specified percentage of the Fractional Undivided Interests in the related Trustaggregate Outstanding Amount of Certificates of such Series or Class, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Certificate Owners and/or or Clearing Agency Participants owning or representing, respectively, Certificates representing such required percentage of the beneficial interest in aggregate Outstanding Amount of Certificates of such series Series or Class, and has delivered such instructions to the Certificate Trustee. The ; the Certificate Trustee shall have no obligation to determine whether the Clearing Agency has in fact received any such instructions.
(b) Except with respect to the one Certificate of each series that may be issued in a denomination of less than $1,000, whenever Whenever notice or other communication to the Certificateholders Holders of such series Certificates of any Series or Class issued in the form of Certificates representing Book- Entry Certificates is required under this Trust Agreement, unless and until Definitive Certificates of such Series or Class shall have been issued pursuant to Subsection (d) belowSection 3.10(c), the Certificate Trustee shall give all such notices and communications specified herein to be given to Certificateholders Holders of Certificates of such series Series or Class to the Clearing Agency.
(c) Unless and until Definitive Certificates of a series are issued pursuant to Subsection (d) below, on the Record Date prior to each applicable Regular Distribution Date and Special Distribution Date, the Trustee will request from the Clearing Agency a Securities Position Listing setting forth the names of all Clearing Agency Participants reflected on the Clearing Agency's books as holding interests in the Certificates on such Record Date.
(d) If with respect to the Certificates of any series (i) the Company Clearing Agency advises the Certificate Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Certificates of a Series or Class, and the Certificate Trustee or the Company Originator is unable to locate a qualified successor, (ii) the Company Originator (with the prior written approval of the Note Issuer) at its option, option advises the Certificate Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency with respect to the Certificates of such Series or Class or (iii) after the occurrence of an a Note Event of DefaultDefault with respect to any Series or Class of Certificates, Certificate Owners representing beneficial interests aggregating at least a majority of Book-Entry the Outstanding Amount of the Certificates of such series evidencing Fractional Undivided Interests aggregating not less than a majority in interest in the related Trust, by Act of said Certificate Owners delivered to the Company and the Trustee, all Series advise the Company, the Trustee and the Clearing Agency through and the Clearing Agency Participants Certificate Trustee in writing that the continuation of a book-entry system through the Clearing Agency Participants is no longer in the best interests of the Certificate Owners of such seriesOwners, then the Trustee Clearing Agency shall notify all Certificate Owners of such series, through and the Clearing Agency, Certificate Trustee of the occurrence of any such event and of the availability of Definitive CertificatesCertificates to Certificate Owners requesting the same. Upon surrender to the Certificate Trustee of all the typewritten certificate or certificates representing the Book-Entry Certificates of such series held by the Clearing Agency, accompanied by registration instructions from instructions, and upon written direction by the Clearing Agency Participants for registration of Definitive Certificates in the names of Certificate Owners of such seriesNote Issuer, the Certificate Trustee shall issue execute on behalf of the Trust and deliver the Certificate Trustee shall authenticate the Definitive Certificates of such series in accordance with the instructions of the Clearing Agency. Neither None of the CompanyOriginator, the Registrar, the Paying Agent nor Delaware Trustee or the Certificate Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be fully protected in relying on, such registration instructions. Upon the issuance of Definitive Certificates of such seriesCertificates, the Certificate Trustee shall recognize the Person in whose name Holders of the Definitive Certificates are registered in the Register as Certificateholders hereunder. Neither the Company nor the Trustee shall be liable if the Trustee or the Company is unable to locate a qualified successor Clearing AgencyCertificateholders.
(e) Except as otherwise provided in the related Trust Supplement, the Trustee shall enter into the applicable Letter of Representations with respect to such series of Certificates and fulfill its responsibilities thereunder.
(f) The provisions of this Section 3.09 may be made inapplicable to any series or may be amended with respect to any series in the related Trust Supplement.
Appears in 1 contract
Samples: Declaration and Agreement of Trust (Sce Funding LLC)
Book-Entry and Definitive Certificates. (a) Except for one Certificate of each series that may Certificates issued to Institutional Accredited Investors who are not also qualified institutional buyers ("Non-Global ---------- Purchasers"), which must be issued in a denomination the form of less than $1,000definitive, fully registered ---------- Certificates without interest coupons ("Definitive Certificates"), the ----------------------- Certificates of any series may be issued in the form of one or more typewritten Certificates representing the Book-Book Entry Certificates of such seriesCertificates, to be delivered to The Depository Trust CompanyDTC, the initial Clearing Agency, Agency by, or on by behalf of, ; the Company. In such case, the Certificates of such series delivered to The Depository Trust Company DTC shall initially be registered on the Register in the name of CEDE Cede & Co., the nominee of the initial Clearing Agency, and no Certificate Owner will receive a definitive certificate representing such Certificate Owner's interest in the Certificates of such seriesCertificates, except as provided above and in Subsection subsection (d) below. As to the Certificates of any series, except with respect to the one Certificate of such series that may be issued in a denomination of less than $1,000Book-Entry PASS THROUGH TRUST AGREEMENT A ------------------------------ Certificates, unless and until definitive, fully registered Definitive Certificates (the "Definitive Certificates") have been issued pursuant to Subsection subsection (d) below:
(i) the provisions of this Section 3.09 3.9 shall be in full force and ----------- effect;
(ii) the Company, any Owner Lessor, the Paying Agent, the Registrar and the Pass Through Trustee may deal with the Clearing Agency Participants for all purposes (including the making of distributions on the Certificates) as the authorized representatives representative of the Certificate Owners;
(iii) to the extent that the provisions of this Section 3.09 3.9 conflict ----------- with any other provisions of this Pass Through Trust Agreement (other than the provisions of any Trust Supplement supplemental agreement amending this Section 3.09 3.9 as ----------- permitted by this Basic Pass Through Trust Agreement), the provisions of this Section 3.09 3.9 shall control;; -----------
(iv) the rights of Certificate Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency Participants; and until Definitive Certificates are issued pursuant to Subsection subsection (d) below, the Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest and premium, if any, on the Certificates to such Clearing Agency Participants; and
(v) whenever wherever this Pass Through Trust Agreement requires or permits actions to be taken based upon instructions or directions of Certificateholders of such series holding Certificates of such series evidencing a specified percentage of the Fractional Undivided Interests in the related Pass Through Trust, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Certificate Owners and/or Clearing Agency Participants owning or representing, representing respectively, such required percentage of the beneficial interest in Certificates of such series and has delivered such instructions to the Pass Through Trustee. The Pass Through Trustee shall have no obligation to determine whether the Clearing Agency has in fact received any such instructions.
(b) Except with With respect to the one Certificate of each series that may be issued in a denomination of less than $1,000Book-Entry Certificates, whenever notice or other communication to the Certificateholders of such series is required under this Pass Through Trust Agreement, unless and until Definitive Certificates shall have been issued pursuant to Subsection subsection (d) below, the Pass Through Trustee shall give all such notices and communications specified herein to be given to Certificateholders of such series to the Clearing Agency.Agency and/or the Clearing Agency Participants (and, upon receipt of a valid Certificate Owner Request, to the Certificateholder or Certificate Owner making such request), and shall make available additional copies as requested by such Clearing Agency Participants. PASS THROUGH TRUST AGREEMENT A ------------------------------
(c) Unless and until Definitive Certificates of a series are issued pursuant to Subsection subsection (d) below, on the Record Date prior to each applicable Regular Distribution Date and Special Distribution Date, Date the Pass Through Trustee will request from the Clearing Agency a "Securities Position Listing Listing" setting forth the names of all Clearing Agency Participants reflected on the Clearing Agency's Agency books as holding interests in the Certificates on such Record Date.
(d) If with respect . The Pass Through Trustee shall mail to the Certificates of any series (i) the Company advises the Trustee in writing that the each such Clearing Agency is no longer willing or able to properly discharge its responsibilities and Participant the Trustee or the Company is unable to locate a qualified successor, (ii) the Company at its option, advises the Trustee statements described in writing that it elects to terminate the book-entry system through the Clearing Agency or (iii) after the occurrence of an Event of Default, Certificate Owners of Book-Entry Certificates of such series evidencing Fractional Undivided Interests aggregating not less than a majority in interest in the related Trust, by Act of said Certificate Owners delivered to the Company and the Trustee, advise the Company, the Trustee and the Clearing Agency through the Clearing Agency Participants in writing that the continuation of a book-entry system through the Clearing Agency Participants is no longer in the best interests of the Certificate Owners of such series, then the Trustee shall notify all Certificate Owners of such series, through the Clearing Agency, of the occurrence of any such event and of the availability of Definitive CertificatesSection 4.3 hereof. Upon surrender to the Trustee of all the Certificates of such series held by the Clearing Agency, accompanied by registration instructions from the Clearing Agency Participants for registration of Definitive Certificates in the names of Certificate Owners of such series, the Trustee shall issue and deliver the Definitive Certificates of such series in accordance with the instructions of the Clearing Agency. Neither the Company, the Registrar, the Paying Agent nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such registration instructions. Upon the issuance of Definitive Certificates of such series, the Trustee shall recognize the Person in whose name the Definitive Certificates are registered in the Register as Certificateholders hereunder. Neither the Company nor the Trustee shall be liable if the Trustee or the Company is unable to locate a qualified successor Clearing Agency.
(e) Except as otherwise provided in the related Trust Supplement, the Trustee shall enter into the applicable Letter of Representations with respect to such series of Certificates and fulfill its responsibilities thereunder.
(f) The provisions of this Section 3.09 may be made inapplicable to any series or may be amended with respect to any series in the related Trust Supplement.-----------
Appears in 1 contract
Samples: Pass Through Trust Agreement (Mirant Mid Atlantic LLC)
Book-Entry and Definitive Certificates. (a) Except for one Certificate of each series that may be issued in a denomination of less than $1,000, the The Certificates of any series may be issued in the form of one or more typewritten Certificates representing the Book-Entry Certificates of such series, to be delivered to The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Company. In such case, the Certificates of such series delivered to The Depository Trust Company shall initially be registered on the Register in the name of CEDE & Co., the nominee of the initial Clearing Agency, and no Certificate Owner will receive a definitive certificate representing such Certificate Owner's interest in the Certificates of such series, except as provided above and in Subsection (dc) below. As to the Certificates of any series, except with respect to the one Certificate of such series that may be issued in a denomination of less than $1,000, unless and until definitive, fully registered Certificates (the "Definitive Certificates") have been issued pursuant to Subsection (dc) below:
(i) the provisions of this Section 3.09 shall be in full force and effect;
(ii) the Company, the Paying Agent, the Registrar and the Trustee may deal with the Clearing Agency and the Clearing Agency Participants for all purposes (including the making of distributions on the CertificatesCertificates and the distribution of statements pursuant to Section 4.03) as the authorized representatives of the Certificate Owners;
(iii) to the extent that the provisions of this Section 3.09 conflict with any other provisions of this 30 24 Agreement (other than the provisions of any Trust Supplement amending this Section 3.09 as permitted by this Basic Agreement), the provisions of this Section 3.09 shall control;
(iv) the rights of Certificate Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency Participants; and until Definitive Certificates are issued pursuant to Subsection (dc) below, the Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest and premium, if any, on the Certificates to such Clearing Agency Participants; and
(v) whenever this Agreement requires or permits actions to be taken based upon instructions or directions of Certificateholders of such series holding Certificates of such series evidencing a specified percentage of the Fractional Undivided Interests in the related Trust, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Certificate Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in Certificates of such series and has delivered such instructions to the Trustee. The Trustee shall have no obligation to determine whether the Clearing Agency has in fact received any such instructions.
(b) Except with respect to the one Certificate of each series that may be issued in a denomination of less than $1,000, whenever Whenever notice or other communication to the Certificateholders of such series is required under this Agreement, unless and until Definitive Certificates shall have been issued pursuant to Subsection (dc) below, the Trustee shall give all such notices and communications specified herein to be given to Certificateholders of such series to the Clearing Agency.
(c) Unless and until Definitive Certificates of a series are issued pursuant to Subsection (d) below, on the Record Date prior to each applicable Regular Distribution Date and Special Distribution Date, the Trustee will request from the Clearing Agency a Securities Position Listing setting forth the names of all Clearing Agency Participants reflected on the Clearing Agency's books as holding interests in the Certificates on such Record Date.
(d) If with respect to the Certificates of any series (i) the Company advises the Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities and the Trustee or the Company is unable to locate a qualified successor, (ii) the Company at its option, advises the Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or (iii) after the occurrence of an Event of DefaultDefault with respect to the related Trust, Certificate Owners of Book-Entry Certificates of such series evidencing Fractional Undivided Interests aggregating not less than a majority in interest in the related Trust, by Act of said Certificate Owners delivered to the Company and the Trustee, advise the Company, the Trustee and the Clearing Agency through the Clearing Agency Participants in writing that the continuation of a book-entry system through the Clearing Agency Participants is no longer in the best interests of the Certificate Owners of 31 25 such series, then the Trustee shall notify all Certificate Owners of such series, through the Clearing Agency, of the occurrence of any such event and of the availability of Definitive Certificates. Upon surrender to the Trustee of all the Certificates of such series held by the Clearing Agency, accompanied by registration instructions from the Clearing Agency Participants for registration of Definitive Certificates in the names of Certificate Owners of such series, the Trustee shall issue and deliver the Definitive Certificates of such series in accordance with the instructions of the Clearing Agency. Neither the Company, the Registrar, the Paying Agent nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such registration instructions. Upon the issuance of Definitive Certificates of such series, the Trustee shall recognize the Person in whose name the Definitive Certificates are registered in the Register as Certificateholders hereunder. Neither the Company nor the Trustee shall be liable if the Trustee or the Company is unable to locate a qualified successor Clearing Agency.
(e) Except as otherwise provided in the related Trust Supplement, the Trustee shall enter into the applicable Letter of Representations with respect to such series of Certificates and fulfill its responsibilities thereunder.
(fd) The provisions of this Section 3.09 may be made inapplicable to any series or may be amended with respect to any series in the related Trust Supplement.
Appears in 1 contract
Samples: Pass Through Trust Agreement (America West Airlines Inc)
Book-Entry and Definitive Certificates. (a) Except for one Certificate of each series that may be issued in a denomination of less than $1,000, the The Certificates of any series may be issued in the form of one or more typewritten Certificates representing the Book-Entry Certificates of such series, to be delivered to The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Company. In such case, the Certificates of such series delivered to The Depository Trust Company shall initially be registered on the Register in the name of CEDE Cede & Co., the nominee of the initial Clearing Agency, and no Certificate Owner will receive a definitive certificate representing such Certificate Owner's interest in the Certificates of such series, except as provided above and in Subsection (d) below. As to the Certificates of any series, except with respect to the one Certificate of such series that may be issued in a denomination of less than $1,000, unless and until definitive, fully registered Certificates (the "Definitive Certificates") have been issued pursuant to Subsection (d) below:
(i) the provisions of this Section 3.09 3.05 shall be in full force and effect;
(ii) the Company, the Paying Agent, the Registrar and the Trustee may deal with the Clearing Agency Participants for all purposes (including the making of distributions on the Certificates) as the authorized representatives of the Certificate Owners;
(iii) to the extent that the provisions of this Section 3.09 3.05 conflict with any other provisions of this Agreement (other than the provisions of any Trust Supplement expressly amending this Section 3.09 3.05 as permitted by this Basic Agreement), the provisions of this Section 3.09 3.05 shall control;
(iv) the rights of Certificate Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency Participants; and until Definitive Certificates are issued pursuant to Subsection (d) below, the Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and principal, interest and premium, if any, on the Certificates to such Clearing Agency Participants; and
(v) whenever this Agreement requires or permits actions to be taken based upon instructions or directions of Certificateholders of such series holding Certificates of such series evidencing a specified percentage of the Fractional Undivided Interests in the related Trust, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Certificate Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in Certificates of such series and has delivered such instructions to the Trustee. The Trustee shall have no obligation to determine whether the Clearing Agency has in fact received any such instructions.
(b) Except with respect to the one Certificate of each series that may be issued in a denomination of less than $1,000, whenever Whenever notice or other communication to the Certificateholders of such series is required under this Agreement, unless and until Definitive Certificates shall have been issued pursuant to Subsection (d) below, the Trustee shall give all such notices and communications specified herein to be given to Certificateholders of such series to the Clearing Agency.
(c) Unless and until Definitive Certificates of a series are issued pursuant to Subsection (d) below, on the Record Date prior to each applicable Regular Distribution Date and Special Distribution Date, the Trustee will request from the Clearing Agency a Securities Position Listing securities position listing setting forth the names of all Clearing Agency Participants reflected on the Clearing Agency's books as holding interests in the Certificates on such Record Date.
(d) If with respect to the Certificates of any series (i) the Company advises the Trustee in writing that the Clearing Agency is no longer willing or able to discharge properly discharge its responsibilities and the Trustee or the Company is unable to locate a qualified successor, (ii) the Company Company, at its option, advises the Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or (iii) after the occurrence of an Event of Default, Certificate Owners of Book-Entry Certificates of such series evidencing Fractional Undivided Interests aggregating not less than a majority in interest in the related Trust, by Act of said such Certificate Owners delivered to the Company and the Trustee, advise the Company, the Trustee and the Clearing Agency through the Clearing Agency Participants in writing that the continuation of a book-entry system through the Clearing Agency Participants is no longer in the best interests of the Certificate Owners of such series, then the Trustee shall notify all Certificate Owners of such series, through the Clearing Agency, of the occurrence of any such event and of the availability of Definitive Certificates. Upon surrender to the Trustee of all the Certificates of such series held by the Clearing Agency, accompanied by registration instructions from the Clearing Agency Participants for registration of Definitive Certificates in the names of Certificate Owners of such series, the Trustee shall issue and deliver the Definitive Certificates of such series in accordance with the instructions of the Clearing Agency. Neither the Company, the Registrar, the Paying Agent nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such registration instructions. Upon the issuance of Definitive Certificates of such series, the Trustee shall recognize the Person in whose name the Definitive Certificates are registered in the Register as Certificateholders hereunder. Neither the Company nor the Trustee shall be liable if the Trustee or the Company is unable to locate a qualified successor Clearing Agency.
(e) Except as otherwise provided in the related Trust Supplement, the Trustee shall enter into the applicable Letter of Representations with respect to such series of Certificates and fulfill its responsibilities thereunder.
(f) The provisions of this Section 3.09 3.05 may be made inapplicable to any series or may be amended with respect to any series in the related Trust Supplement.
Appears in 1 contract
