Book-Entry Notes. The Notes will be issued in the form of typewritten Notes or Global Securities representing the Book-Entry Notes, to be delivered to, or to the Indenture Trustee as custodian for, the initial Clearing Agency, by, or on behalf of, the Issuer. The Book-Entry Notes shall be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Owner thereof will receive a Definitive Note representing such Note Owner’s interest in such Note, except as provided in Section 2.12. Unless and until definitive, fully registered Notes (the “Definitive Notes”) have been issued to such Note Owners pursuant to Section 2.12: (i) the provisions of this Section 2.10 shall be in full force and effect; (ii) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder of the Notes, and shall have no obligation to the Note Owners; (iii) to the extent that the provisions of this Section 2.10 conflict with any other provisions of this Indenture, the provisions of this Section 2.10 shall control; (iv) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to the Note Depository Agreement. Unless and until Definitive Notes are issued pursuant to Section 2.12, neither the Indenture Trustee nor the Note Registrar shall register any transfer of a beneficial interest in a Book-Entry Note; and the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Notes to such Clearing Agency Participants; and (v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the Outstanding Balance of the Notes, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such instructions to the Indenture Trustee.
Appears in 1 contract
Samples: Indenture (Greenpoint Mortgage Funding Trust 2006-He1)
Book-Entry Notes. The Unless otherwise provided in any related Indenture Supplement, the Notes of each Series and Class, upon original issuance, will be issued in the form of typewritten Notes or Global Securities representing the Book-Entry Notes, to be delivered to, or to the Indenture Trustee as custodian for, The Depository Trust Company (the initial Clearing Agency), or its custodian, by, or on behalf of, the Issuer. The Book-Entry Notes shall of each Series and Class shall, unless otherwise provided in the related Indenture Supplement, initially be registered initially on in the Note Register in the name of Cede & Co., the nominee of The Depository Trust Company as the initial Clearing Agency. Unless and until definitive fully registered Notes (the “Definitive Notes”) are issued under the circumstances described in Section 2.12 or any applicable Indenture Supplement, and no Note Owner thereof will shall be entitled to receive a Definitive Note representing such Note Owner’s interest in such Note, except as provided in Section 2.12. Unless and until definitive, fully registered Definitive Notes (the “Definitive Notes”) have been issued to such the Note Owners pursuant to Section 2.122.12 or any applicable Indenture Supplement:
(i) the provisions of this Section 2.10 shall be in full force and effecteffect with respect to each such Series;
(ii) Issuer, the Note Registrar and the Indenture Trustee shall be entitled to Trustee, and their officers, directors, employees and agents may deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereundereach such Series) as the sole holder authorized representative of the Notes, and shall have no obligation to the respective Note Owners;
(iii) to the extent that the provisions of this Section 2.10 conflict conflicts with any other provisions of this Indenture, the provisions of this Section 2.10 shall controlcontrol with respect to each such Series;
(iv) the rights of the respective Note Owners of each such Series shall be exercised only through the Clearing Agency and the Clearing Agency Participants and shall be limited to those established by law and agreements between such respective Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant Participants. Pursuant to the Note Depository Agreement. Unless Agreement applicable to a Series, unless and until Definitive Notes of such Series are issued pursuant to Section 2.12, neither the Indenture Trustee nor the Note Registrar shall register any transfer of a beneficial interest in a Book-Entry Note; and the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the related Notes to such Clearing Agency Participants; and
(v) whenever this Indenture or any applicable Indenture Supplement requires or permits actions to be taken based upon instructions instructions, directions, or directions the consent of Holders of Notes Noteholders evidencing a specified percentage of the Outstanding Principal Balance of the Notes or of a particular Series or Class of Notes, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes such Notes, Series or Class, as applicable, and has delivered such instructions to the Indenture Trustee.
Appears in 1 contract
Samples: Master Indenture (Smurfit-Stone Container Enterprises Inc)
Book-Entry Notes. The Notes Notes, upon original ---------------- issuance, will be issued in the form of typewritten Notes or Global Securities representing the Book-Entry Notes, to be delivered to, or to the Indenture Trustee as custodian forThe Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Issuer. The Book-Entry Such Notes shall initially be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner thereof will shall receive a Definitive Note (as defined below) representing such Note Owner’s 's interest in such Note, except as provided in Section 2.12. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to such Note Owners pursuant to Section 2.12:
(i) the provisions of this Section 2.10 shall be in full force and effect;
(ii) the Note Registrar and the Indenture Trustee shall be entitled to Trustee, and their respective directors, officers, employees and agents, may deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest and other amounts on the Notes and the giving of instructions or directions hereunderNotes) as the sole holder authorized representative of the Notes, and shall have no obligation to the Note Owners;
(iii) to the extent that the provisions of this Section 2.10 conflict with any other provisions of this Indenture, the provisions of this Section 2.10 shall control;
(iv) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to the Note Depository Agreement. Unless ; and unless and until Definitive Notes are issued pursuant to Section 2.12, neither the Indenture Trustee nor the Note Registrar shall register any transfer of a beneficial interest in a Book-Entry Note; and the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest and other amounts on the Notes to such Clearing Agency Participants; and
(v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders Noteholders of Notes evidencing a specified percentage of the Outstanding Balance Amount of the Notes, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such instructions to the Indenture Trustee.
Appears in 1 contract
Samples: Indenture (SLM Funding Corp)
Book-Entry Notes. The Notes Notes, upon original issuance, will be issued in the form of typewritten Notes or Global Securities representing the Book-Entry Notes, to be delivered to, or to the Indenture Trustee as custodian for, the applicable initial Clearing Agency, by, or by the Indenture Trustee on behalf of, the Issuer. The Book-Entry Such Notes shall initially be registered initially on the Note Register in the name of Cede & Co., the nominee of the each initial Clearing Agency, and no Note Owner thereof will shall receive a Definitive Note (as defined below) representing such Note Owner’s 's interest in such Note, except as provided in Section 2.12. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to such Note Owners pursuant to Section 2.12:
(i) the provisions of this Section 2.10 shall be in full force and effect;
(ii) the Note Registrar and the Indenture Trustee shall be entitled to Trustee, and their respective directors, officers, employees and agents, may deal with the applicable Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest and other amounts on the Notes and the giving of instructions or directions hereunderNotes) as the sole holder authorized representative of the Notes, and shall have no obligation to the Note Owners;
(iii) to the extent that the provisions of this Section 2.10 conflict with any other provisions of this Indenture, the provisions of this Section 2.10 shall control;
(iv) the rights of Note Owners shall be exercised only through the applicable Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the applicable Clearing Agency and/or the applicable Clearing Agency Participants pursuant to the Note Depository Agreement. Unless Agreements; and unless and until Definitive Notes are issued pursuant to Section 2.12, neither the Indenture Trustee nor the Note Registrar shall register any transfer of a beneficial interest in a Book-Entry Note; and the applicable initial Clearing Agency will make book-entry transfers among the applicable Clearing Agency Participants and receive and transmit payments of principal of and interest and other amounts on the Notes to such applicable Clearing Agency Participants; and;
(v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders Noteholders of Notes evidencing a specified percentage of the Outstanding Balance Amount of the Notes, the applicable Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or applicable Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such instructions to the Indenture Trustee; and
(vi) upon acquisition or transfer of a beneficial interest in any Book-Entry Note by, for or with the assets of, an employee benefit plan or other retirement arrangement subject to Section 406 of ERISA or Section 4975 of the Code, such Note Owner shall be deemed to have represented that such acquisition or purchase will not constitute or otherwise result in a non-exempt prohibited transaction in violation of Section 406 of ERISA or Section 4975 of the Code which is not covered by a class or other applicable exemption. Any transfer found to have been made in violation of such deemed representation shall be null and void and of no effect.
Appears in 1 contract
Samples: Indenture (SLM Funding LLC)
Book-Entry Notes. The Notes Notes, upon original issuance, will be issued in the form of typewritten Notes or Global Securities representing the Book-Entry Notes, to be delivered to, or to the Indenture Trustee as custodian forThe Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Issuer. The Book-Entry Such Notes shall initially be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner thereof will shall receive a Definitive Note (as defined below) representing such Note Owner’s interest in such Note, except as provided in Section 2.12. Unless and until definitive, fully registered Notes (the “Definitive Notes”) have been issued to such Note Owners pursuant to Section 2.12:
(i) the provisions of this Section 2.10 shall be in full force and effect;
(ii) the Note Registrar and the Indenture Trustee shall be entitled to Trustee, and their respective directors, officers, employees and agents, may deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest and other amounts on the Notes and the giving of instructions or directions hereunderNotes) as the sole holder authorized representative of the Notes, and shall have no obligation to the Note Owners;
(iii) to the extent that the provisions of this Section 2.10 conflict with any other provisions of this Indenture, the provisions of this Section 2.10 shall control;
(iv) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to the Note Depository Agreement. Unless ; and unless and until Definitive Notes are issued pursuant to Section 2.12, neither the Indenture Trustee nor the Note Registrar shall register any transfer of a beneficial interest in a Book-Entry Note; and the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest and other amounts on the Notes to such Clearing Agency Participants; and
(v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders Noteholders of Notes evidencing a specified percentage of the Outstanding Balance Amount of the Notes, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such instructions to the Indenture Trustee; and
(vi) upon acquisition or transfer of a beneficial interest in any Book-Entry Note by, for or with the assets of, a Benefit Plan, such Note Owner shall be deemed to have represented that such acquisition or purchase will not constitute or otherwise result in: (i) in the case of a Benefit Plan subject to Title I of ERISA or Section 4975 of the Code, a non-exempt prohibited transaction in violation of Section 406 of ERISA or Section 4975 of the Code which is not covered by a class or other applicable exemption and (ii) in the case of a Benefit Plan subject to a substantially similar federal, state, local or foreign law, a non-exempt violation of such substantially similar law. Any transfer found to have been made in violation of such deemed representation shall be null and void and of no effect.
Appears in 1 contract
Samples: Indenture (SLM Private Credit Student Loan Trust 2005-A)
Book-Entry Notes. The Notes Notes, upon original issuance, will be issued in the form of typewritten Notes or Global Securities representing the Book-Entry Notes, to be delivered to, or to the Indenture Trustee as custodian forThe Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Issuer. The Book-Entry Such Notes shall initially be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner thereof will receive a Definitive Note representing such Note Owner’s 's interest in such Note, except as provided in Section 2.12. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to such Note Owners pursuant to Section 2.12:
(i) the provisions of this Section 2.10 shall be in full force and effect;
(ii) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder Holder of the Notes, and shall have no obligation to the Note Owners;
(iii) to the extent that the provisions of this Section 2.10 conflict with any other provisions of this Indenture, the provisions of this Section 2.10 shall control;
(iv) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant Participants. Pursuant to the Note Depository Agreement. Unless , unless and until Definitive Notes are issued pursuant to Section 2.12, neither the Indenture Trustee nor the Note Registrar shall register any transfer of a beneficial interest in a Book-Entry Note; and the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Notes to such Clearing Agency Participants; and;
(v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the Outstanding Balance Amount of the Notes, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such instructions to the Indenture Trustee; and
(vi) Note Owners may receive copies of any reports sent to Noteholders pursuant to this Indenture, upon written request, together with a certification that they are Note Owners and payment of reproduction and postage expenses associated with the distribution of such reports, from the Indenture Trustee at the Corporate Trust Office.
Appears in 1 contract
Samples: Indenture (Securitized Asset Backed Receivables LLC)
Book-Entry Notes. The Notes Notes, upon original issuance, will be issued in the form of typewritten Notes or Global Securities representing the Book-Entry Notes, to be delivered toto The Depository Trust Company, or to the Indenture Trustee as custodian for, the initial Clearing Agency, by, or on behalf of, the Issuer. The Book-Entry Such Notes shall initially be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner thereof will shall receive a Definitive Note (as defined below) representing such Note Owner’s 's interest in such Note, except as provided in Section 2.12. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to such Note Owners pursuant to Section 2.12:
(i) the provisions of this Section 2.10 shall be in full force and effect;
(ii) the Note Registrar and the Indenture Trustee shall be entitled to Trustee, and their respective directors, officers, employees and agents, may deal with the applicable Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest and other amounts on the Notes and the giving of instructions or directions hereunderNotes) as the sole holder authorized representative of the Notes, and shall have no obligation to the Note Owners;
(iii) to the extent that the provisions of this Section 2.10 conflict with any other provisions of this Indenture, the provisions of this Section 2.10 shall control;
(iv) the rights of Note Owners shall be exercised only through the applicable Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the applicable Clearing Agency and/or the applicable Clearing Agency Participants pursuant to the Note Depository Agreement. Unless ; and unless and until Definitive Notes are issued pursuant to Section 2.12, neither the Indenture Trustee nor the Note Registrar shall register any transfer of a beneficial interest in a Book-Entry Note; and the initial Clearing Agency will make book-entry transfers among the applicable Clearing Agency Participants and receive and transmit payments of principal of and interest and other amounts on the Notes to such applicable Clearing Agency Participants; and
(v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders Noteholders of Notes evidencing a specified percentage of the Outstanding Balance Amount of the Notes, the applicable Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or applicable Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such instructions to the Indenture Trustee.
Appears in 1 contract
Samples: Indenture (SLM Funding LLC)
Book-Entry Notes. The Notes will Unless otherwise provided in the applicable Officer's Issuance Certificate, each series of Term Notes, upon original issuance, shall be issued in the form of a typewritten Note or Notes or Global Securities representing the Book-Entry Notes, to be delivered to, or to the Indenture Trustee as custodian forThe Depository Trust Company, the initial Clearing Agency, by, Agency by or on behalf of, of the Issuer. The Book-Entry Issuer and such Note or Notes shall be registered initially on the Note Register in the name of the Note Depository (initially, Cede & Co., the nominee of the initial Clearing Agency, and no ). No Note Owner thereof will shall receive a Definitive Term Note representing such Note Owner’s 's interest in such Note, except as provided in Section 2.12. Unless and until definitive, fully registered Definitive Term Notes (the “Definitive Notes”) with respect to such Notes have been issued to such Note Owners pursuant to Section 2.12, with respect to such Notes:
(ia) the provisions of this Section 2.10 shall be in full force and effect;
(iib) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the such Notes and the giving of instructions or directions hereunder) as the sole holder Holder of the Notes, such Notes and shall have no obligation to the such Note Owners;
(iiic) to the extent that the provisions of this Section 2.10 conflict with any other provisions of this Indenture, the provisions of this Section 2.10 shall control;
(ivd) the rights of the Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to the Note Depository Agreement. Unless Participants, and unless and until Definitive Term Notes are issued pursuant to Section 2.12, neither the Indenture Trustee nor the Note Registrar shall register any transfer of a beneficial interest in a Book-Entry Note; and the initial Clearing Agency will shall make book-entry transfers among between the Clearing Agency Participants and receive and transmit payments of principal of and interest on the such Notes to such Clearing Agency Participants, pursuant to the Note Depository Agreement; and
(ve) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the Outstanding Balance Amount of the Notes, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has (i) received written instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and (ii) has delivered such instructions to the Indenture Trustee.
Appears in 1 contract
Book-Entry Notes. The Class A-1 Notes, Class A-2 Notes and the Subordinate Notes, upon original issuance, will be issued in the form of typewritten Notes or Global Securities representing the Book-Entry Notes, to be delivered to, or to the Indenture Trustee as custodian for[ ], the initial Clearing Agency, by, or on behalf of, the Issuer. The Book-Entry Such Notes shall initially be registered initially on the Note Register in the name of Cede & Co.[ ], the nominee of the initial Clearing Agency, and no Note Owner thereof will receive a Definitive Note (as defined below) representing such Note Owner’s 's interest in such Book-Entry Note, except as provided in Section 2.12. Unless and until definitive, fully registered Notes (the “Definitive Notes”"DEFINITIVE NOTES") have been issued to such Note Owners pursuant to Section 2.12:
(i) the provisions of this Section 2.10 shall be in full force and effect;
(ii) the Note Registrar and the Indenture Trustee shall be entitled to may deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest and other amounts on the Notes and the giving of instructions or directions hereunderBook-Entry Notes) as the sole holder authorized representative of the Notes, and shall have no obligation to the Note Owners;
(iii) to the extent that the provisions of this Section 2.10 conflict with any other provisions of this Indenture, the provisions of this Section 2.10 shall control;
(iv) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to the Note Depository Agreement. Unless and until Definitive Notes are issued pursuant to Section 2.12, neither the Indenture Trustee nor the Note Registrar shall register any transfer of a beneficial interest in a Book-Entry Note; and the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest and other amounts on the Book-Entry Notes to such Clearing Agency Participants; and
(v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders Noteholders of Notes evidencing a specified percentage of the Outstanding Balance Amount of the Notes, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received written instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such written instructions to the Indenture Trustee.
Appears in 1 contract
Book-Entry Notes. The Notes Notes, upon original issuance, will be issued in the form of typewritten a printed Note or Notes or Global Securities representing the Book-Entry Notes, to be delivered to, or to the Indenture Trustee as custodian forDTC, the initial Clearing Agency, by, or on behalf of, the IssuerIssuer (or held by the Indenture Trustee as custodian for DTC). The Book-Entry Such Notes shall initially be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Owner thereof Noteholder will receive a Definitive Note representing such Note OwnerNoteholder’s interest in such Note, except as provided in Section 2.122.11. Unless and until definitive, definitive fully registered Notes (the “Definitive Notes”) have been issued to such Note Owners Noteholders pursuant to Section 2.122.11:
(i) the provisions of this Section 2.10 shall be in full force and effect;
(ii) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder of the Notes, and shall have no obligation to the Note OwnersNoteholders;
(iii) to the extent that the provisions of this Section 2.10 conflict with any other provisions of this Indenture, the provisions of this Section 2.10 shall control;
(iv) the rights of Note Owners Noteholders shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners Noteholders and the Clearing Agency and/or the Clearing Agency Participants;
(v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Noteholders evidencing a specified percentage of the Outstanding Amount, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Noteholders and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such instructions to the Indenture Trustee; and
(vi) pursuant to the Note Depository Agreement. Unless , unless and until Definitive Notes are issued pursuant to Section 2.122.11, neither the Indenture Trustee nor the Note Registrar shall register any transfer of a beneficial interest in a Book-Entry Note; and the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Notes to such Clearing Agency Participants; and
(v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the Outstanding Balance of the Notes, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such instructions to the Indenture Trustee.
Appears in 1 contract
Book-Entry Notes. The Notes will Unless otherwise specified in any related Indenture Supplement for any Series or Class, the Notes, upon original issuance, shall be issued in the form of typewritten one or more Notes or Global Securities representing the Book-Entry Notes, to be delivered to, or to the Indenture Trustee as custodian for, the initial Clearing Agency, by, Agency or Foreign Clearing Agency on behalf of, of the Issuer. The Book-Entry Notes shall initially be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing AgencyAgency or Foreign Clearing Agency or its nominee, and no Owner thereof beneficial owner of Notes will receive a Definitive Note definitive note representing such Note Ownerbeneficial owner’s interest in such Notethe Notes, except as provided in Section 2.122.13. Unless and until definitive, fully registered Definitive Notes (the “Definitive Notes”) have been issued to such Note Owners the applicable beneficial owners pursuant to Section 2.122.13 or as otherwise specified in any such Indenture Supplement:
(ia) the provisions of this Section 2.10 2.11 shall be in full force and effecteffect with respect to each such Series;
(iib) the Note Registrar Issuer, the Transferor and the Indenture Trustee shall be entitled to deal with the Clearing Agency or Foreign Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunderdistributions) as the sole holder authorized representatives of the beneficial owners of the Notes, and shall have no obligation to the Note Owners;
(iiic) to the extent that the provisions of this Section 2.10 2.11 conflict with any other provisions of this Indenture, the provisions of this Section 2.10 2.11 shall control;control with respect to each such Series; and
(ivd) the rights of Note Owners the respective beneficial owners of each such Series shall be exercised only through the Clearing Agency or Foreign Clearing Agency and the applicable Clearing Agency Participants and shall be limited to those established by law and agreements between such Note Owners beneficial owners and the Clearing Agency or Foreign Clearing Agency and/or the Clearing Agency Participants pursuant Participants. Pursuant to the Note Depository Agreement. Unless Agreement applicable to a Series, unless and until Definitive Notes of such Series are issued pursuant to Section 2.122.13, neither the Indenture Trustee nor the Note Registrar shall register any transfer of a beneficial interest in a Book-Entry Note; and the initial Clearing Agency will shall make book-entry transfers among the Clearing Agency Participants and receive and transmit payments distributions of principal of and interest on the related Notes to such Clearing Agency Participants; and
(v) whenever . For purposes of any provision of this Indenture requires requiring or permits permitting actions to be taken based upon instructions with the consent of, or directions of Holders of Notes at the direction of, Noteholders evidencing a specified percentage of the Outstanding Balance aggregate unpaid principal amount of the Notes, such direction or consent may be given by beneficial owners (acting through the Clearing Agency, the Foreign Clearing Agency, or the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants Participants) owning or representing, respectively, such required percentage of the beneficial interest interests in the Notes and has delivered such instructions to evidencing the Indenture Trusteerequisite percentage of principal amount of Notes.
Appears in 1 contract
Samples: Master Indenture (Compucredit Corp)
Book-Entry Notes. The Notes Notes, upon original issuance, will be issued in the form of typewritten Notes or Global Securities representing the Book-Entry Notes, to be delivered to, or to the Indenture Trustee as custodian forThe Depository Trust Company, the initial Clearing AgencyAgency or its custodian, by, or on behalf of, the Issuer. The Book-Entry Notes shall be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner thereof will receive a Definitive definitive Note representing such Note Owner’s 's interest in such Note, except as provided in Section 2.122.12 below. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to such Note Owners pursuant to Section 2.122.12 below:
(i) the provisions of this Section 2.10 shall be in full force and effect;
(ii) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder of the Notes, and shall have no obligation to the Note Owners;
(iii) to the extent that the provisions of this Section 2.10 conflict with any other provisions of this Indenture, the provisions of this Section 2.10 shall control;
(iv) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to the Note Depository Agreement. Unless and until Definitive Notes are issued pursuant to Section 2.122.12 below, neither the Indenture Trustee nor the Note Registrar shall register any transfer of a beneficial interest in a Book-Entry Note; and the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Notes to such Clearing Agency Participants; and
(v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the Outstanding Balance of the Notes, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such instructions to the Indenture Trustee.among
Appears in 1 contract
Book-Entry Notes. The Notes Notes, upon original issuance, will be issued in the form of typewritten Notes or Global Securities representing the Book-Entry Notes, to be delivered toto The Depository Trust Company, or to the Indenture Trustee as custodian for, the initial Clearing Agency, byby the Issuer, or on behalf of, of the Issuer. The Book-Entry Such Notes shall initially be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner thereof will shall receive a definitive, fully registered note (a "Definitive Note Note") representing such Note Owner’s 's interest in such Note, except as provided in Section 2.12. Unless and until definitive, fully registered Definitive Notes (the “Definitive Notes”) have been issued to such Note Owners pursuant to Section 2.12:
(i) the provisions of this Section 2.10 shall be in full force and effect;
(ii) the Note Registrar and the Indenture Trustee shall be entitled to Trustee, and their respective directors, officers, employees and agents, may deal with the applicable Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest and other amounts on the Notes and the giving of instructions or directions hereunderNotes) as the sole holder authorized representative of the Notes, and shall have no obligation to the Note Owners;
(iii) to the extent that the provisions of this Section 2.10 conflict with any other provisions of this Indenture, the provisions of this Section 2.10 shall control;
(iv) the rights of Note Owners shall be exercised only through the applicable Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the applicable Clearing Agency and/or the applicable Clearing Agency Participants pursuant to the Note Depository Agreement. Unless ; and unless and until Definitive Notes are issued pursuant to Section 2.12, neither the Indenture Trustee nor the Note Registrar shall register any transfer of a beneficial interest in a Book-Entry Note; and the initial Clearing Agency will make book-entry transfers among the applicable Clearing Agency Participants and receive and transmit payments of principal of and interest and other amounts on the Notes to such applicable Clearing Agency Participants; and;
(v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders Noteholders of Notes evidencing a specified percentage of the Outstanding Balance Amount of the Notes, the applicable Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or applicable Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such instructions to the Indenture Trustee; and
(vi) upon acquisition or transfer of a beneficial interest in any Book-Entry Note by, for or with the assets of, an employee benefit plan or other retirement arrangement ("Benefit Plan"), such Note Owner shall be deemed to have represented that such acquisition or purchase will not constitute or otherwise result in: (i) in the case of a Benefit Plan subject to Section 406 of ERISA or Section 4975 of the Code, a non-exempt prohibited transaction in violation of Section 406 of ERISA or Section 4975 of the Code which is not covered by a class or other applicable exemption and (ii) in the case of a Benefit Plan subject to a substantially similar federal, state, local or foreign law ("Similar Law"), a non-exempt violation of such substantially Similar Law. Any transfer found to have been made in violation of such deemed representation shall be null and void and of no effect.
Appears in 1 contract
Samples: Indenture (SLM Funding LLC)
Book-Entry Notes. The Notes will Unless otherwise provided in the applicable Officer’s Issuance Certificate, each series of Term Notes, upon original issuance, shall be issued in the form of a typewritten Note or Notes or Global Securities representing the Book-Entry Notes, to be delivered to, or to the Indenture Trustee as custodian forThe Depository Trust Company, the initial Clearing Agency, by, by or on behalf of, of the Issuer. The Book-Entry Issuer and such Note or Notes shall be registered initially on the Note Register in the name of Cede & Co.the Note Depository (initially, the nominee of the initial Clearing Agency, and no ___). No Note Owner thereof will shall receive a Definitive Term Note representing such Note Owner’s interest in such Note, except as provided in Section 2.12. Unless and until definitive, fully registered Definitive Term Notes (the “Definitive Notes”) with respect to such Notes have been issued to such Note Owners pursuant to Section 2.12, with respect to such Notes:
(ia) the provisions of this Section 2.10 shall be in full force and effect;
(iib) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the such Notes and the giving of instructions or directions hereunder) as the sole holder Holder of the Notes, such Notes and shall have no obligation to the Note Owners;
(iiic) to the extent that the provisions of this Section 2.10 conflict with any other provisions of this Indenture, the provisions of this Section 2.10 shall control;
(ivd) the rights of the Note Owners shall be exercised only through the Clearing Agency and shall be limited to those rights established by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to the Note Depository Agreement. Unless Participants, and unless and until Definitive Term Notes are issued pursuant to Section 2.12, neither the Indenture Trustee nor the Note Registrar shall register any transfer of a beneficial interest in a Book-Entry Note; and the initial Clearing Agency will shall make book-entry transfers among between the Clearing Agency Participants and receive and transmit payments of principal of and interest on the such Notes to such Clearing Agency Participants, pursuant to the Note Depository Agreement; and
(ve) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the Outstanding Balance Amount of the Notes, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has has: (i) received written instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has (ii) delivered such instructions to the Indenture Trustee.
Appears in 1 contract
Samples: Underwriting Agreement (Goldman Sachs Asset Backed Securities Corp)
Book-Entry Notes. The Notes Notes, upon original issuance, will be issued in the form of typewritten Notes or Global Securities representing the Book-Entry Notes, to be delivered toto the applicable initial Clearing Agency by the Issuer, or to by the Indenture Trustee as custodian for, the initial Clearing Agency, by, or on behalf of, of the Issuer. The Book-Entry Such Notes shall initially be registered initially on the Note Register in the name of Cede & Co., the nominee of the each initial Clearing Agency, and no Note Owner thereof will shall receive a definitive, fully registered note (a "Definitive Note Note") representing such Note Owner’s 's interest in such Note, except as provided in Section 2.12. Unless and until definitive, fully registered Definitive Notes (the “Definitive Notes”) have been issued to such Note Owners pursuant to Section 2.12:
(i) the provisions of this Section 2.10 shall be in full force and effect;
(ii) the Note Registrar and the Indenture Trustee shall be entitled to Trustee, and their respective directors, officers, employees and agents, may deal with the applicable Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest and other amounts on the Notes and the giving of instructions or directions hereunderNotes) as the sole holder authorized representative of the Notes, and shall have no obligation to the Note Owners;
(iii) to the extent that the provisions of this Section 2.10 conflict with any other provisions of this Indenture, the provisions of this Section 2.10 shall control;
(iv) the rights of Note Owners shall be exercised only through the applicable Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the applicable Clearing Agency and/or the applicable Clearing Agency Participants pursuant to the Note Depository Agreement. Unless Agreements; and unless and until Definitive Notes are issued pursuant to Section 2.12, neither the Indenture Trustee nor the Note Registrar shall register any transfer of a beneficial interest in a Book-Entry Note; and the applicable initial Clearing Agency will make book-entry transfers among the applicable Clearing Agency Participants and receive and transmit payments of principal of and interest and other amounts on the Notes to such applicable Clearing Agency Participants; and;
(v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders Noteholders of Notes evidencing a specified percentage of the Outstanding Balance Amount of the Notes, the applicable Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or applicable Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such instructions to the Indenture Trustee; and
(vi) upon acquisition or transfer of a beneficial interest in any Book-Entry Note by, for or with the assets of, a Benefit Plan, such Note Owner shall be deemed to have represented that such acquisition or purchase will not constitute or otherwise result in: (i) in the case of a Benefit Plan subject to Title I of ERISA or Section 4975 of the Code, a non-exempt prohibited transaction in violation of Section 406 of ERISA or Section 4975 of the Code which is not covered by a class or other applicable exemption and (ii) in the case of a Benefit Plan subject to a substantially similar federal, state, local or foreign law, a non-exempt violation of such substantially similar law. Any transfer found to have been made in violation of such deemed representation shall be null and void and of no effect.
Appears in 1 contract
Samples: Indenture (SLM Funding LLC)
Book-Entry Notes. The Notes Notes, upon original issuance, will be issued in the form of typewritten Notes or Global Securities representing the Book-Entry Notes, to be delivered to, or to the Indenture Trustee as custodian forThe Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Issuer. The Book-Entry Such Notes shall initially be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner thereof will shall receive a Definitive Note (as defined below) representing such Note Owner’s interest in such Note, except as provided in Section 2.12. Unless and until definitive, fully registered Notes (the “Definitive Notes”) have been issued to such Note Owners pursuant to Section 2.12:
(i) the provisions of this Section 2.10 shall be in full force and effect;
(ii) the Note Registrar and the Indenture Trustee shall be entitled to Trustee, and their respective directors, officers, employees and agents, may deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest and other amounts on the Notes and the giving of instructions or directions hereunderNotes) as the sole holder authorized representative of the Notes, and shall have no obligation to the Note Owners;
(iii) to the extent that the provisions of this Section 2.10 conflict with any other provisions of this Indenture, the provisions of this Section 2.10 shall control;
(iv) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to the Note Depository Agreement. Unless ; and unless and until Definitive Notes are issued pursuant to Section 2.12, neither the Indenture Trustee nor the Note Registrar shall register any transfer of a beneficial interest in a Book-Entry Note; and the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest and other amounts on the Notes to such Clearing Agency Participants; and
(v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders Noteholders of Notes evidencing a specified percentage of the Outstanding Balance Amount of the Notes, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such instructions to the Indenture Trustee.
Appears in 1 contract
Book-Entry Notes. The Notes Notes, upon original issuance, will be issued in the form of typewritten Notes or Global Securities representing the Book-Entry Notes, to be delivered to, or to the Indenture Trustee as custodian forThe Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Issuer. The Book-Entry Such Notes shall initially be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner thereof will receive a Definitive Note (as defined below) representing such Note Owner’s 's interest in such Note, except as provided in Section 2.12. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to such Note Owners pursuant to Section 2.12:
(i) the provisions of this Section 2.10 shall be in full force and effect;
(ii) the Note Registrar and the Indenture Trustee shall be entitled to may deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest and other amounts on the Notes and the giving of instructions or directions hereunderNotes) as the sole holder authorized representative of the Notes, and shall have no obligation to the Note Owners;
(iii) to the extent that the provisions of this Section 2.10 conflict with any other provisions of this Indenture, the provisions of this Section 2.10 shall control;
(iv) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to the Note Depository AgreementAgreements. Unless and until Definitive Notes are issued pursuant to Section 2.12, neither the Indenture Trustee nor the Note Registrar shall register any transfer of a beneficial interest in a Book-Entry Note; and the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest and other amounts on the Notes to such Clearing Agency Participants; and
(v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders Noteholders of Notes evidencing a specified percentage of the Outstanding Balance Amount of the Notes, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such instructions to the Indenture Trustee.
Appears in 1 contract
Book-Entry Notes. The Notes Notes, upon original issuance, will ---------------- be issued in the form of typewritten Notes or Global Securities representing the Book-Entry Notes, to be delivered to, or to the Indenture Trustee as custodian forThe Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Issuer. The Book-Entry Such Notes shall initially be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner thereof will shall receive a Definitive Note (as defined below) representing such Note Owner’s 's interest in such Note, except as provided in Section 2.12. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to such Note Owners pursuant to Section 2.12:
(i) the provisions of this Section 2.10 shall be in full force and effect;
(ii) the Note Registrar and the Indenture Trustee shall be entitled to Trustee, and their respective directors, officers, employees and agents, may deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest and other amounts on the Notes and the giving of instructions or directions hereunderNotes) as the sole holder authorized representative of the Notes, and shall have no obligation to the Note Owners;
(iii) to the extent that the provisions of this Section 2.10 conflict with any other provisions of this Indenture, the provisions of this Section 2.10 shall control;
(iv) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to the Note Depository Agreement. Unless ; and unless and until Definitive Notes are issued pursuant to Section 2.12, neither the Indenture Trustee nor the Note Registrar shall register any transfer of a beneficial interest in a Book-Entry Note; and the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest and other amounts on the Notes to such Clearing Agency Participants; and
(v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders Noteholders of Notes evidencing a specified percentage of the Outstanding Balance Amount of the Notes, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such instructions to the Indenture Trustee.
Appears in 1 contract
Samples: Indenture (SLM Funding Corp)
Book-Entry Notes. The Notes Notes, upon original issuance, will be issued in the form of typewritten Notes or Global Securities representing the Book-Entry Notes, to be delivered to, or to the Indenture Trustee as custodian forThe Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Issuer. The Book-Entry Such Notes shall initially be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner thereof will shall receive a Definitive Note (as defined below) representing such Note Owner’s 's interest in such Note, except as provided in Section 2.12. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to such Note Owners pursuant to Section 2.12:
(i) the provisions of this Section 2.10 shall be in full force and effect;
(ii) the Note Registrar and the Indenture Trustee shall be entitled to Trustee, and their respective directors, officers, employees and agents, may deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest and other amounts on the Notes and the giving of instructions or directions hereunderNotes) as the sole holder authorized representative of the Notes, and shall have no obligation to the Note Owners;
(iii) to the extent that the provisions of this Section 2.10 conflict with any other provisions of this Indenture, the provisions of this Section 2.10 shall control;
(iv) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to the Note Depository Agreement. Unless ; and unless and until Definitive Notes are issued pursuant to Section 2.12, neither the Indenture Trustee nor the Note Registrar shall register any transfer of a beneficial interest in a Book-Entry Note; and the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest and other amounts on the Notes to such Clearing Agency Participants; and
(v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders Noteholders of Notes evidencing a specified percentage of the Outstanding Balance Amount of the Notes, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such instructions to the Indenture Trustee; and
(vi) upon acquisition or transfer of a beneficial interest in any Book-Entry Note by, for or with the assets of, an employee benefit plan or other retirement arrangement subject to Section 406 of ERISA or Section 4975 of the Code, such Note Owner shall be deemed to have represented that such acquisition or purchase will not constitute or otherwise result in a non-exempt prohibited transaction in violation of Section 406 of ERISA or Section 4975 of the Code which is not covered by a class or other applicable exemption. Any transfer found to have been made in violation of such deemed representation shall be null and void and of no effect.
Appears in 1 contract
Book-Entry Notes. The Notes Notes, upon original issuance, will be issued in the form of a typewritten Note or Notes or Global Securities representing the Book-Entry Notes, to be delivered to, or to the Indenture Trustee as custodian forDTC, the initial Clearing Agency, by, or on behalf of, the Issuer. The Book-Entry Such Notes shall initially be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner thereof will receive a Definitive Note representing such Note Owner’s 's interest in such Note, except as provided in Section 2.122.11. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to such Note Owners pursuant to Section 2.122.11:
(i) the provisions of this Section 2.10 2.09 shall be in full force and effect;
(ii) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder of the Notes, and shall have no obligation to the Note Owners;
(iii) to the extent that the provisions of this Section 2.10 conflict with any other provisions of this Indenture, the provisions of this Section 2.10 shall control;
(iv) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant Participants. Pursuant to the Note Depository Agreement. Unless , unless and until Definitive Notes are issued pursuant to Section 2.122.11, neither the Indenture Trustee nor the Note Registrar shall register any transfer of a beneficial interest in a Book-Entry Note; and the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Notes to such Clearing Agency Participants; and
(v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the Outstanding Balance of the NotesPrincipal Amount, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such instructions to the Indenture Trustee.
Appears in 1 contract
Book-Entry Notes. The Notes Notes, upon original issuance, will be issued in the form of typewritten Notes or Global Securities representing the Book-Entry Notes, to be delivered toto The Depository Trust Company, or to the Indenture Trustee as custodian for, the initial Clearing Agency, byby the Issuer, or on behalf of, of the Issuer. The Book-Entry Such Notes shall initially be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner thereof will shall receive a definitive, fully registered note (a "Definitive Note Note") representing such Note Owner’s 's interest in such Note, except as provided in Section 2.12. Unless and until definitive, fully registered Definitive Notes (the “Definitive Notes”) have been issued to such Note Owners pursuant to Section 2.12:
(i) the provisions of this Section 2.10 shall be in full force and effect;
(ii) the Note Registrar and the Indenture Trustee shall be entitled to Trustee, and their respective directors, officers, employees and agents, may deal with the applicable Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest and other amounts on the Notes and the giving of instructions or directions hereunderNotes) as the sole holder authorized representative of the Notes, and shall have no obligation to the Note Owners;
(iii) to the extent that the provisions of this Section 2.10 conflict with any other provisions of this Indenture, the provisions of this Section 2.10 shall control;
(iv) the rights of Note Owners shall be exercised only through the applicable Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the applicable Clearing Agency and/or the applicable Clearing Agency Participants pursuant to the Note Depository Agreement. Unless ; and unless and until Definitive Notes are issued pursuant to Section 2.12, neither the Indenture Trustee nor the Note Registrar shall register any transfer of a beneficial interest in a Book-Entry Note; and the initial Clearing Agency will make book-entry transfers among the applicable Clearing Agency Participants and receive and transmit payments of principal of and interest and other amounts on the Notes to such applicable Clearing Agency Participants; and;
(v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders Noteholders of Notes evidencing a specified percentage of the Outstanding Balance Amount of the Notes, the applicable Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or applicable Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such instructions to the Indenture TrusteeAdministrator; and
(vi) upon acquisition or transfer of a beneficial interest in any Book-Entry Note by, for or with the assets of, a Benefit Plan, such Note Owner shall be deemed to have represented that such acquisition or purchase will not constitute or otherwise result in: (i) in the case of a Benefit Plan subject to Title I of ERISA or Section 4975 of the Code, a non-exempt prohibited transaction in violation of Section 406 of ERISA or Section 4975 of the Code which is not covered by a class or other applicable exemption and (ii) in the case of a Benefit Plan subject to a substantially similar federal, state, local or foreign law, a non-exempt violation of such substantially similar law. Any transfer found to have been made in violation of such deemed representation shall be null and void and of no effect.
Appears in 1 contract
Book-Entry Notes. The Unless otherwise specified in the related Series Supplement for any Series or Class, the Notes will of each Series, upon original issuance, shall be issued in the form of one or more typewritten Notes or Global Securities representing the Book-Entry Notes, to be delivered to, or to the Indenture Trustee as custodian for, Clearing Agency specified in the initial Clearing Agencyapplicable Series Supplement, by, or on behalf of, the IssuerObligors. The Book-Entry Notes shall initially be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing AgencyAgency or its nominee, and no Owner thereof Noteholder will receive a Definitive Note definitive certificate representing such Note Owner’s Noteholder's interest in such Notethe Notes, except as provided in Section 2.125.11. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to such Note Owners the applicable Noteholders pursuant to Section 2.125.11 or as otherwise specified in any such Series Supplement:
(ia) the provisions of this Section 2.10 shall be in full force and effect;
(iib) the Note Registrar Obligors, the Servicer and the Indenture Trustee shall be entitled to may deal with the Clearing Agency and the Clearing Agency Participants for all purposes of this Indenture (including the payment making of principal of and interest on the Notes and the giving of instructions or directions hereunderdistributions) as the sole holder authorized representatives of the Notes, and shall have no obligation to the Note Ownersrespective Noteholders;
(iiic) to the extent that the provisions of this Section 2.10 conflict with any other provisions of this IndentureMaster Agreement, the provisions of this Section 2.10 shall control;; and
(ivd) the rights of Note Owners the respective Noteholders shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners Noteholders and the Clearing Agency and/or or the Clearing Agency Participants pursuant Participants. Pursuant to the Note 35 42 Depository Agreement. Unless , unless and until Definitive Notes are issued pursuant to Section 2.125.11, neither the Indenture Trustee nor the Note Registrar shall register any transfer of a beneficial interest in a Book-Entry Note; and the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments distributions of principal of and interest on the related Notes to such Clearing Agency Participants; and
(v) whenever . For purposes of any provision of this Indenture requires Master Agreement requiring, or permits permitting actions to be taken based upon instructions with the consent of, or directions of Holders of Notes at the direction of, Noteholders evidencing a specified percentage of the aggregate Outstanding Balance Amount of the Notes, such direction or consent may be given by Noteholders (acting through the Clearing Agency shall be deemed to represent such percentage only to and the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants Participants) owning or representing, respectively, such required Notes evidencing the requisite percentage of the beneficial interest in the Notes and has delivered such instructions to the Indenture TrusteeOutstanding Notes.
Appears in 1 contract
Samples: Master Facility Agreement (Advanta Leasing Receivables Corp Ix)
Book-Entry Notes. The Notes Notes, upon original issuance, will be issued in the form of typewritten Notes or Global Securities representing the Book-Entry Notes, to be delivered to, or to held by the Indenture Trustee as custodian for, on behalf of the initial applicable Clearing Agency, by, or on behalf of, the Issuer. The Book-Entry Such Notes shall initially be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner thereof will shall receive a definitive, fully registered note (a “Definitive Note Note”) representing such Note Owner’s interest in such Book-Entry Note, except as provided in Section 2.122.12 hereof. Unless and until definitive, fully registered Definitive Notes (the “Definitive Notes”) have been issued to such Note Owners pursuant to Section 2.122.12 hereof:
(ia) the provisions of this Section 2.10 shall be in full force and effect;
(iib) the Note Registrar and the Indenture Trustee shall be entitled to Trustee, and their respective directors, officers, employees and agents, may deal with the applicable Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest and other amounts on the Notes and the giving of instructions or directions hereunderNotes) as the sole holder authorized representative of the Notes, and shall have no obligation to the Note Owners;
(iiic) to the extent that the provisions of this Section 2.10 conflict with any other provisions of this Indenture, the provisions of this Section 2.10 shall control;
(ivd) the rights of Note Owners shall be exercised only through the applicable Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the applicable Clearing Agency and/or the applicable Clearing Agency Participants pursuant to the Note Depository Agreement. Unless ; and unless and until Definitive Notes are issued pursuant to Section 2.122.12 hereof, neither the Indenture Trustee nor the Note Registrar shall register any transfer of a beneficial interest in a Book-Entry Note; and the applicable initial Clearing Agency will make book-entry transfers among the applicable Clearing Agency Participants and receive and transmit payments of principal of and interest and other amounts on the Notes to such applicable Clearing Agency Participants; and;
(ve) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders Noteholders of Notes evidencing a specified percentage of the Outstanding Balance Amount of the Notes, the applicable Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or applicable Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such instructions to the Indenture Trustee; and
(f) upon acquisition or transfer of a beneficial interest in any Book-Entry Note by, for or with the assets of, a Benefit Plan, such Note Owner shall be deemed to have represented that such acquisition or purchase will not constitute or otherwise result in: (i) in the case of a Benefit Plan subject to Title I of ERISA or Section 4975 of the Code, a non-exempt prohibited transaction in violation of Section 406 of ERISA or Section 4975 of the Code which is not covered by a prohibited transaction class exemption or other applicable administrative or statutory exemption and (ii) in the case of a Benefit Plan subject to a substantially similar federal, State, local or foreign law, a non-exempt violation of such substantially similar law. Any transfer found to have been made in violation of such deemed representation shall be null and void and of no effect.
Appears in 1 contract
Book-Entry Notes. The Notes Unless otherwise provided in the related Terms Supplement, the Notes, upon original issuance, will be issued in the form of typewritten Notes or Global Securities representing the Book-Book- Entry Notes, to be delivered to, or to the Indenture Trustee as custodian forThe Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Issuer. The Book-Entry Such Notes shall initially be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner thereof will receive a Definitive Note (as defined below) representing such Note Owner’s 's interest in such Note, except as provided in Section 2.122.15. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to such Note Owners pursuant to Section 2.122.15:
(i) the provisions of this Section 2.10 shall be in full force and effect;
(ii) the Note Registrar and the Indenture Trustee shall be entitled to may deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest and other amounts on the Notes and the giving of instructions or directions hereunderNotes) as the sole holder authorized representative of the Notes, and shall have no obligation to the Note Owners;
(iii) to the extent that the provisions of this Section 2.10 conflict with any other provisions of this Indenture, the provisions of this Section 2.10 shall control;
(iv) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to the Note Depository AgreementAgreements. Unless and until Definitive Notes are issued pursuant to Section 2.122.15, neither the Indenture Trustee nor the Note Registrar shall register any transfer of a beneficial interest in a Book-Entry Note; and the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants participants and receive and transmit payments of principal of and interest and other amounts on the Notes to such Clearing Agency Participants; and
(v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders Noteholders of Notes evidencing a specified percentage of the Outstanding Balance Amount of the Notes, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such instructions to the Indenture Trustee.
Appears in 1 contract
Samples: Indenture (Transworld Insurance Co)
Book-Entry Notes. The Notes Class A-1 and Class A-2 Notes, upon original issuance, will be issued in the form of typewritten Notes or Global Securities representing the Book-Entry Notes, to be delivered to, or to the Indenture Trustee as custodian forThe Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Issuer. The Book-Entry Such Notes shall initially be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner thereof will receive a Definitive Note (as defined below) representing such Note Owner’s 's interest in such Book-Entry Note, except as provided in Section 2.12. Unless and until definitive, fully registered Notes (the “Definitive Notes”"DEFINITIVE NOTES") have been issued to such Note Owners pursuant to Section 2.12:
(i) the provisions of this Section 2.10 shall be in full force and effect;
(ii) the Note Registrar and the Indenture Trustee shall be entitled to may deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest and other amounts on the Notes and the giving of instructions or directions hereunderBook-Entry Notes) as the sole holder authorized representative of the Notes, and shall have no obligation to the Note Owners;
(iii) to the extent that the provisions of this Section 2.10 conflict with any other provisions of this Indenture, the provisions of this Section 2.10 shall control;
(iv) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to the Note Depository Agreement. Unless and until Definitive Notes are issued pursuant to Section 2.12, neither the Indenture Trustee nor the Note Registrar shall register any transfer of a beneficial interest in a Book-Entry Note; and the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest and other amounts on the Book-Entry Notes to such Clearing Agency Participants; and
(v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders Noteholders of Notes evidencing a specified percentage of the Outstanding Balance Amount of the Notes, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such instructions to the Indenture Trustee.
Appears in 1 contract
Book-Entry Notes. The Notes Notes, upon original issuance, will be issued in the form of typewritten Notes or Global Securities representing the Book-Entry Notes, to be delivered to, or to the Indenture Trustee as custodian forThe Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Issuer. The Book-Entry Such Notes shall initially be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner thereof of any Class of Notes will receive a Definitive Note (as defined below) representing such Note Owner’s 's interest in such Book-Entry Note, except as provided in Section 2.121.12. Unless and until definitive, fully registered Notes (the “Definitive Notes”"DEFINITIVE NOTES") have been issued to such Note Owners pursuant to Section 2.121.12:
(i) the provisions of this Section 2.10 shall be in full force and effect;
(ii) the Issuer, the Note Registrar and the Indenture Trustee shall be entitled to may deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest and other amounts on the Notes and the giving of instructions or directions hereunderBook-Entry Notes) as the sole holder of the Notes, and shall have no obligation to the Note OwnersOwners of any Class of Notes;
(iii) to the extent that the provisions of this Section 2.10 conflict with any other provisions of this Indenture, the provisions of this Section 2.10 shall control;
(iv) the rights of Note Owners of each Class of Notes shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to the Note Depository Agreement. Unless and until Definitive Notes are issued pursuant to Section 2.121.12, neither the Indenture Trustee nor the Note Registrar shall register any transfer of a beneficial interest in a Book-Entry Note; and the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest and other amounts on the Book-Entry Notes to such Clearing Agency Participants; and;
(v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders Noteholders of any Class of Notes evidencing a specified percentage of the Outstanding Balance Note Principal Amount of the such Class of Notes, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the applicable Class of Notes and has delivered such instructions to the Indenture Trustee; and
(vi) each Note Owner, by its acceptance of its interest in a Note, shall be deemed to have made the representations and to have bound itself by the agreements set forth pursuant to Section 1.06 and to have agreed to treat the Notes as indebtedness for all tax and financial reporting purposes.
Appears in 1 contract
Samples: Indenture (Uici)
Book-Entry Notes. The Notes Notes, when authorized by an ---------------- Issuer Order, will be issued in book-entry form (the form of typewritten Notes or Global Securities representing the "Book-Entry Notes"), to be ---------------- delivered to, or to the Indenture Trustee as custodian forThe Depository Trust Company, the initial Clearing Agency, by, by or on behalf of, of the IssuerIssuer Trust. The Book-Entry Notes shall be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner thereof will receive a Definitive definitive Note representing such Note Owner’s 's interest in such Note, except as provided in Section 2.122.12 hereof. ------------ Unless and until definitive, fully registered Definitive Notes (the “Definitive Notes”) have been issued to such Note Owners pursuant to Section 2.12:2.12 hereof: ------------
(i) the provisions of this Section 2.10 shall be in full force and effect------------ effect with respect to such Notes;
(ii) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder Holder of the Notes, and shall have no obligation to the Note Owners;
(iii) to the extent that the provisions of this Section 2.10 conflict ------------ with any other provisions of this Indenture, the provisions of this Section ------- 2.10 shall control;; ----
(iv) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to the Note Depository Agreement. Unless and until Definitive Notes are issued pursuant to Section 2.122.12 ------------ hereof, neither the Indenture Trustee nor the Note Registrar shall register any transfer of a beneficial interest in a Book-Entry Note; and the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Notes to such Clearing Agency Participants; and
(v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes Noteholders evidencing a specified percentage of the Outstanding Balance Voting Interests of the Outstanding Notes, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such instructions to the Indenture Trustee.
Appears in 1 contract
Book-Entry Notes. The Notes Senior Notes, upon original issuance, will be issued in the form of typewritten Notes or Global Securities representing the Book-Entry Notes, to be delivered to, or to the Indenture Trustee as custodian forThe Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Issuer. The Book-Entry Such Notes shall initially be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner thereof will receive a Definitive Note (as defined below) representing such Note Owner’s 's interest in such Book-Entry Note, except as provided in Section 2.12. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to such Note Owners pursuant to Section 2.12:
(i) the provisions of this Section 2.10 shall be in full force and effect;
(ii) the Note Registrar and the Indenture Trustee shall be entitled to may deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest and other amounts on the Notes and the giving of instructions or directions hereunderBook-Entry Notes) as the sole holder authorized representative of the Notes, and shall have no obligation to the Note Owners;
(iii) to the extent that the provisions of this Section 2.10 conflict with any other provisions of this Indenture, the provisions of this Section 2.10 shall control;
(iv) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to the Note Depository Agreement. Unless and until Definitive Notes are issued pursuant to Section 2.12, neither the Indenture Trustee nor the Note Registrar shall register any transfer of a beneficial interest in a Book-Entry Note; and the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest and other amounts on the Book-Entry Notes to such Clearing Agency Participants; and
(v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the Outstanding Balance of the Notes, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such instructions to the Indenture Trustee.of
Appears in 1 contract
Samples: Indenture (Usa Group Secondary Market Services Inc)
Book-Entry Notes. The Notes Notes, upon original issuance, will be issued in the form of typewritten Notes or Global Securities representing the Book-Entry Notes, to be delivered to, or to the Indenture Trustee as custodian forThe Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Issuer. The Book-Entry Such Notes shall initially be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner thereof will receive a Definitive Note representing such Note Owner’s 's interest in such Note, except as provided in Section 2.12. Unless and until definitive, fully registered Notes (the “Definitive Notes”"DEFINITIVE NOTES") have been issued to such Note Owners pursuant to Section 2.12:
(i) the provisions of this Section 2.10 shall be in full force and effect;
(ii) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder Holder of the Notes, and shall have no obligation to the Note Owners;
(iii) to the extent that the provisions of this Section 2.10 conflict with any other provisions of this Indenture, the provisions of this Section 2.10 shall control;
(iv) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant Participants. Pursuant to the Note Depository Agreement. Unless , unless and until Definitive Notes are issued pursuant to Section 2.12, neither the Indenture Trustee nor the Note Registrar shall register any transfer of a beneficial interest in a Book-Entry Note; and the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Notes to such Clearing Agency Participants; and;
(v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the Outstanding Balance Amount of the Notes, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such instructions to the Indenture Trustee; and
(vi) Note Owners may receive copies of any reports sent to Noteholders pursuant to this Indenture, upon written request, together with a certification that they are Note Owners and payment of reproduction and postage expenses associated with the distribution of such reports, from the Indenture Trustee at the Corporate Trust Office.
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Book-Entry Notes. The Notes Unless otherwise provided in the related Terms Supplement, the Notes, upon original issuance, will be issued in the form of typewritten Notes or Global Securities representing the Book-Entry Notes, to be delivered to, or to the Indenture Trustee as custodian forDTC, the initial Clearing AgencyDepository, by, or on behalf of, the Issuer. The Book-Entry Such Notes shall initially be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing AgencyDepository, and no Note Owner thereof will receive a Definitive Note (as defined below) representing such Note Owner’s 's interest in such Note, except as provided in Section 2.122.16. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to such Note Owners pursuant to Section 2.122.16:
(i) the provisions of this Section 2.10 shall be in full force and effect;
(ii) the Note Registrar and the Indenture Trustee shall be entitled to may deal with the Clearing Agency Depository for all purposes of this Indenture (including the payment of principal of and interest and other amounts on the Notes and the giving of instructions or directions hereunderNotes) as the sole holder authorized representative of the Notes, and shall have no obligation to the Note Owners;
(iii) to the extent that the provisions of this Section 2.10 conflict with any other provisions of this Indenture, the provisions of this Section 2.10 shall control;
(iv) the rights of Note Owners shall be exercised only through the Clearing Agency Depository and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency Depository and/or the Clearing Agency Depository Participants pursuant to the Note Depository AgreementAgreements. Unless and until Definitive Notes are issued pursuant to Section 2.122.16, neither the Indenture Trustee nor the Note Registrar shall register any transfer of a beneficial interest in a Book-Entry Note; and the initial Clearing Agency Depository will make book-entry transfers among the Clearing Agency Depository Participants and receive and transmit payments of principal of and interest and other amounts on the Notes to such Clearing Agency Participants; and
(v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders Noteholders of Notes evidencing a specified percentage of the Outstanding Balance Amount of the Notes, the Clearing Agency Depository shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Depository Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such instructions to the Indenture Trustee.
Appears in 1 contract
Book-Entry Notes. The Unless otherwise specified in the related Supplement for any Series or Class, the Notes will of each Series, upon original issuance, shall be issued in the form of one or more typewritten Notes or Global Securities representing the Book-Entry Notes, to be delivered to, or to the Indenture Trustee as custodian for, Clearing Agency specified in the initial Clearing Agencyapplicable Series Supplement, by, or on behalf of, the Issuerrelated Series Obligors. The Book-Entry Notes shall initially be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing AgencyAgency or its nominee, and no Owner thereof Noteholder will receive a Definitive Note definitive certificate representing such Note Owner’s Noteholder's interest in such Notethe Notes, except as provided in Section 2.125.11. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to such Note Owners the applicable Noteholders pursuant to Section 2.125.11 or as otherwise specified in any such Series Supplement:
(ia) the provisions of this Section 2.10 shall be in full force and effect;
(iib) the Note Registrar related Series Obligors, the Servicer and the Indenture Trustee shall be entitled to may deal with the Clearing Agency and the Clearing Agency Participants for all purposes of this Indenture (including the payment making of principal of and interest on the Notes and the giving of instructions or directions hereunderdistributions) as the sole holder authorized representatives of the Notes, and shall have no obligation to the Note Ownersrespective Noteholders;
(iiic) to the extent that the provisions of this Section 2.10 conflict with any other provisions of this IndentureAgreement, the provisions of this Section 2.10 shall control;; and
(ivd) the rights of Note Owners the respective Noteholders shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners Noteholders and the Clearing Agency and/or or the Clearing Agency Participants pursuant Participants. Pursuant to the Note Depository Agreement. Unless , unless and until Definitive Notes are issued pursuant to Section 2.125.11, neither the Indenture Trustee nor the Note Registrar shall register any transfer of a beneficial interest in a Book-Entry Note; and the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments distributions of principal of and interest on the related Notes to such Clearing Agency Participants; and
(v) whenever . For purposes of any provision of this Indenture requires Agreement requiring or permits permitting actions to be taken based upon instructions with the consent of, or directions of Holders of Notes at the direction of, Noteholders evidencing a specified percentage of the Outstanding Balance of the Notes, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such instructions to the Indenture Trustee.specified
Appears in 1 contract
Book-Entry Notes. The Unless otherwise specified in the related Series Supplement for any Series or Class, the Notes will of each Series, upon original issuance, shall be issued in the form of one or more typewritten Notes or Global Securities representing the Book-Entry Notes, to be delivered to, or to the Indenture Trustee as custodian for, Clearing Agency specified in the initial Clearing Agencyapplicable Series Supplement, by, or on behalf of, the IssuerObligors. The Book-Entry Notes shall initially be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing AgencyAgency or its nominee, and no Owner thereof Noteholder will receive a Definitive Note definitive certificate representing such Note Owner’s Noteholder's interest in such Notethe Notes, except as provided in Section 2.125.11. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to such Note Owners the applicable Noteholders pursuant to Section 2.125.11 or as otherwise specified in any such Series Supplement:
(ia) the provisions of this Section 2.10 shall be in full force and effect;
(iib) the Note Registrar Obligors, the Servicer and the Indenture Trustee shall be entitled to may deal with the Clearing Agency and the Clearing Agency Participants for all purposes of this Indenture (including the payment making of principal of and interest on the Notes and the giving of instructions or directions hereunderdistributions) as the sole holder authorized representatives of the Notes, and shall have no obligation to the Note Ownersrespective Noteholders;
(iiic) to the extent that the provisions of this Section 2.10 conflict with any other provisions of this IndentureMaster Agreement, the provisions of this Section 2.10 shall control;; and
(ivd) the rights of Note Owners the respective Noteholders shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners Noteholders and the Clearing Agency and/or or the Clearing Agency Participants pursuant Participants. Pursuant to the Note 35 41 Depository Agreement. Unless , unless and until Definitive Notes are issued pursuant to Section 2.125.11, neither the Indenture Trustee nor the Note Registrar shall register any transfer of a beneficial interest in a Book-Entry Note; and the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments distributions of principal of and interest on the related Notes to such Clearing Agency Participants; and
(v) whenever . For purposes of any provision of this Indenture requires Master Agreement requiring, or permits permitting actions to be taken based upon instructions with the consent of, or directions of Holders of Notes at the direction of, Noteholders evidencing a specified percentage of the aggregate Outstanding Balance Amount of the Notes, such direction or consent may be given by Noteholders (acting through the Clearing Agency shall be deemed to represent such percentage only to and the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants Participants) owning or representing, respectively, such required Notes evidencing the requisite percentage of the beneficial interest in the Notes and has delivered such instructions to the Indenture TrusteeOutstanding Notes.
Appears in 1 contract
Samples: Master Facility Agreement (Advanta Leasing Receivables Corp Ix)
Book-Entry Notes. The Class A-2 Notes, Class A-3 Notes and Class A-4 Notes, upon original issuance, will be issued in the form of typewritten Notes or Global Securities representing the Book-Entry Notes, to be delivered to, or to the Indenture Trustee as custodian forThe Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Issuer. The Book-Entry Notes shall be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Owner thereof will receive a Definitive definitive Note representing such Note Owner’s 's interest in such Note, except as provided in Section 2.122.13. Unless and until definitive, fully registered Class A-2 Notes, Class A-3 Notes or Class A-4 Notes (the “"Definitive Notes”") have been issued to such Note Owners pursuant to Section 2.122.13:
(i) the provisions of this Section 2.10 shall be in full force and effect;
(ii) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Book-Entry Notes and the giving of instructions or directions hereunder) as the sole holder of the Notes, Book-Entry Notes and shall have no obligation to the Note Owners;
(iii) to the extent that the provisions of this Section 2.10 conflict with any other provisions of this Indenture, the provisions of this Section 2.10 shall control;
(iv) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to the Note Depository Agreement. Unless and until Definitive Notes are issued pursuant to Section 2.122.13, neither the Indenture Trustee nor the Note Registrar shall register any transfer of a beneficial interest in a Book-Entry Note; and 15 21 the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Book-Entry Notes to such Clearing Agency Participants; and
(v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the Outstanding Balance Amount of the Notes, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such instructions to the Indenture Trustee.
Appears in 1 contract
Book-Entry Notes. The Notes Notes, upon original issuance, will be issued in the form of typewritten Notes or Global Securities representing the Book-Entry Notes, to be delivered toto The Depository Trust Company, or to the Indenture Trustee as custodian for, the initial Clearing Agency, by, by or on behalf of, of the Issuer. The Book-Entry Such Notes shall initially be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner thereof will shall receive a definitive, fully registered note (a “Definitive Note Note”) representing such Note Owner’s interest in such Note, except as provided in Section 2.12. Unless and until definitive, fully registered Definitive Notes (the “Definitive Notes”) have been issued to such Note Owners pursuant to Section 2.12:
(i) the provisions of this Section 2.10 shall be in full force and effect;
(ii) the Note Registrar Registrar, the Indenture Administrator and the Indenture Trustee shall be entitled to Trustee, and their respective directors, officers, employees and agents, may deal with the applicable Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest and other amounts on the Notes and the giving of instructions or directions hereunderNotes) as the sole holder authorized representative of the Notes, and shall have no obligation to the Note Owners;
(iii) to the extent that the provisions of this Section 2.10 conflict with any other provisions of this Indenture, the provisions of this Section 2.10 shall control;
(iv) the rights of Note Owners shall be exercised only through the applicable Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the applicable Clearing Agency and/or the applicable Clearing Agency Participants pursuant to the Note Depository Agreement. Unless ; and unless and until Definitive Notes are issued pursuant to Section 2.12, neither the Indenture Trustee nor the Note Registrar shall register any transfer of a beneficial interest in a Book-Entry Note; and the initial Clearing Agency will make book-entry transfers among the applicable Clearing Agency Participants and receive and transmit payments of principal of and interest and other amounts on the Notes to such applicable Clearing Agency Participants; and;
(v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders Noteholders of Notes evidencing a specified percentage of the Outstanding Balance Amount of the Notes, the applicable Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or applicable Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such instructions to the Indenture Administrator and the Indenture Trustee; and
(vi) upon acquisition or transfer of a beneficial interest in any Book-Entry Note by, for or with the assets of, a Benefit Plan, such Note Owner shall be deemed to have represented that such acquisition or purchase will not constitute or otherwise result in: (i) in the case of a Benefit Plan subject to Title I of ERISA or Section 4975 of the Code, a non-exempt prohibited transaction in violation of Section 406 of ERISA or Section 4975 of the Code which is not covered by a class or other applicable exemption and (ii) in the case of a Benefit Plan subject to a substantially similar federal, state, local or foreign law, a non-exempt violation of such substantially similar law. Any transfer found to have been made in violation of such deemed representation shall be null and void and of no effect.
Appears in 1 contract
Book-Entry Notes. The Notes Notes, upon original issuance, ---------------- will be issued in the form of a typewritten Note or Notes or Global Securities representing the Book-Book- Entry Notes, to be delivered to, or to the Indenture Trustee as custodian forDTC, the initial Clearing Agency, by, by or on behalf of, of the Issuer. The Book-Entry Such Notes initially shall be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner thereof will receive a Definitive Note representing such Note Owner’s 's interest in such Note, except as provided in Section 2.122.11. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to such ---------------- Note Owners pursuant to Section 2.122.11:
(i) the provisions of this Section 2.10 2.09 shall be in full force and effect;
(ii) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder of the Notes, and shall have no obligation to the Note Owners;
(iii) to the extent that the provisions of this Section 2.10 conflict with any other provisions of this Indenture, the provisions of this Section 2.10 shall control;
(iv) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant Participants. Pursuant to the Note Depository Agreement. Unless , unless and until Definitive Notes are issued pursuant to Section 2.122.11, neither the Indenture Trustee nor the Note Registrar shall register any transfer of a beneficial interest in a Book-Entry Note; and the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Notes to such Clearing Agency Participants; and
(v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the Outstanding Balance of the NotesPrincipal Amount, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such instructions to the Indenture Trustee.
Appears in 1 contract
Book-Entry Notes. The Notes Notes, upon original issuance, will be issued in the form of typewritten Notes or Global Securities representing the Book-Entry Notes, to be delivered to, or to the Indenture Trustee as custodian for, the initial Clearing Agency, byby the Issuer, or on behalf of, of the Issuer. The Book-Entry Such Notes shall initially be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner thereof will shall receive a definitive, fully registered note (a “Definitive Note Note”) representing such Note Owner’s interest in such Note, except as provided in Section 2.12. Unless and until definitive, fully registered Definitive Notes (the “Definitive Notes”) have been issued to such Note Owners pursuant to Section 2.12:
(i) the provisions of this Section 2.10 shall be in full force and effect;
(ii) the Note Registrar and Registrar, the Indenture Trustee shall be entitled to Administrator, the Indenture Trustee, the Paying Agent and their respective directors, officers, employees and agents, may deal with the applicable Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest and other amounts on the Notes and the giving of instructions or directions hereunderNotes) as the sole holder authorized representative of the Notes, and shall have no obligation to the Note Owners;
(iii) to the extent that the provisions of this Section 2.10 conflict with any other provisions of this Indenture, the provisions of this Section 2.10 shall control;
(iv) the rights of Note Owners shall be exercised only through the applicable Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the applicable Clearing Agency and/or the applicable Clearing Agency Participants pursuant to the Note Depository Agreement. Unless ; and unless and until Definitive Notes are issued pursuant to Section 2.12, neither the Indenture Trustee nor the Note Registrar shall register any transfer of a beneficial interest in a Book-Entry Note; and the initial Clearing Agency will make book-entry transfers among the applicable Clearing Agency Participants and receive and transmit payments of principal of and interest and other amounts on the Notes to such applicable Clearing Agency Participants; and;
(v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders Noteholders of Notes evidencing a specified percentage of the Outstanding Balance Amount of the Notes, the applicable Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or applicable Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such instructions to the Indenture Administrator and the Indenture Trustee; and
(vi) upon acquisition or transfer of a beneficial interest in any Book-Entry Note by, for or with the assets of, a Benefit Plan, such Note Owner shall be deemed to have represented that such acquisition or holding will not constitute or otherwise result in: (i) in the case of a Benefit Plan subject to Title I of ERISA or Section 4975 of the Code, a non-exempt prohibited transaction in violation of Section 406 of ERISA or Section 4975 of the Code which is not covered by an applicable statutory or administrative exemption and (ii) in the case of a Benefit Plan subject to a substantially similar federal, state, local or foreign law, a non-exempt violation of such substantially similar law. Any transfer found to have been made in violation of such deemed representation shall be null and void and of no effect.
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Book-Entry Notes. The Notes Notes, upon original issuance, will be issued in the form of typewritten a printed Note or Notes or Global Securities representing the Book-Entry Notes, to be delivered to, or to the Indenture Trustee as custodian forDTC, the initial Clearing Agency, by, or on behalf of, the IssuerIssuer (or held by the Indenture Trustee as custodian for DTC). The Book-Entry Such Notes shall initially be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Owner thereof Noteholder will receive a Definitive Note representing such Note OwnerNoteholder’s interest in such Note, except as provided in Section 2.122.11. Unless and until definitive, fully registered Definitive Notes (the “Definitive Notes”) have been issued to such Note Owners Noteholders pursuant to Section 2.122.11:
(i) the provisions of this Section 2.10 shall be in full force and effect;
(ii) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder of the Notes, and shall have no obligation to the Note OwnersNoteholders;
(iii) to the extent that the provisions of this Section 2.10 conflict with any other provisions of this Indenture, the provisions of this Section 2.10 shall control;
(iv) the rights of Note Owners Noteholders shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners Noteholders and the Clearing Agency and/or the Clearing Agency Participants;
(v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Noteholders evidencing a specified percentage of the Outstanding Amount, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Noteholders and/or Clearing Agency Participants pursuant owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such instructions to the Indenture Trustee; and
(vi) Pursuant to the Note Depository Agreement. Unless , unless and until Definitive Notes are issued pursuant to Section 2.122.11, neither the Indenture Trustee nor the Note Registrar shall register any transfer of a beneficial interest in a Book-Entry Note; and the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Notes to such Clearing Agency Participants; and
(v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the Outstanding Balance of the Notes, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such instructions to the Indenture Trustee.
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Book-Entry Notes. The Notes Notes, when authorized by an Issuer Order, will be issued in the form of typewritten Notes or Global Securities representing the Book-Entry Notes, to be delivered to, or to the Indenture Trustee as custodian forThe Depository Trust Company, the initial Clearing Agency, by, by or on behalf of, of the Issuer. The Book-Entry Notes shall be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner thereof will receive a Definitive definitive Note representing such Note Owner’s 's interest in such Note, except as provided in Section 2.122.12 hereof. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to such Note Owners pursuant to Section 2.122.12 hereof:
(i) the provisions of this Section 2.10 shall be in full force and effect;
(ii) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder Holder of the Notes, and shall have no obligation to the Note Owners;
(iii) to the extent that the provisions of this Section 2.10 conflict with any other provisions of this Indenture, the provisions of this Section 2.10 shall control;
; (iv) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to the Note Depository Agreement. Unless and until Definitive Notes are issued pursuant to Section 2.122.12 hereof, neither the Indenture Trustee nor the Note Registrar shall register any transfer of a beneficial interest in a Book-Entry Note; and the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Notes to such Clearing Agency Participants; and
(v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the Outstanding Balance of the Notes, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such instructions to the Indenture Trustee.
Appears in 1 contract
Samples: Indenture (Painewebber Mort Accept Corp Iv Ditech Home Loan Ownr 1998-1)
Book-Entry Notes. The Notes Notes, upon original issuance, will be issued in the form of typewritten Notes or Global Securities representing the Book-Entry Notes, to be delivered toto The Depository Trust Company, or to the Indenture Trustee as custodian for, the initial Clearing Agency, byby the Issuer, or on behalf of, of the Issuer. The Book-Entry Such Notes shall initially be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner thereof will shall receive a definitive, fully registered note (a “Definitive Note Note”) representing such Note Owner’s interest in such Note, except as provided in Section 2.12. Unless and until definitive, fully registered Definitive Notes (the “Definitive Notes”) have been issued to such Note Owners pursuant to Section 2.12:
(i) the provisions of this Section 2.10 shall be in full force and effect;
(ii) the Note Registrar and the Indenture Trustee shall be entitled to Trustee, and their respective directors, officers, employees and agents, may deal with the applicable Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest and other amounts on the Notes and the giving of instructions or directions hereunderNotes) as the sole holder authorized representative of the Notes, and shall have no obligation to the Note Owners;
(iii) to the extent that the provisions of this Section 2.10 conflict with any other provisions of this Indenture, the provisions of this Section 2.10 shall control;
(iv) the rights of Note Owners shall be exercised only through the applicable Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the applicable Clearing Agency and/or the applicable Clearing Agency Participants pursuant to the Note Depository Agreement. Unless ; and unless and until Definitive Notes are issued pursuant to Section 2.12, neither the Indenture Trustee nor the Note Registrar shall register any transfer of a beneficial interest in a Book-Entry Note; and the applicable initial Clearing Agency will make book-entry transfers among the applicable Clearing Agency Participants and receive and transmit payments of principal of and interest and other amounts on the Notes to such applicable Clearing Agency Participants; and;
(v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders Noteholders of Notes evidencing a specified percentage of the Outstanding Balance Amount of the Notes, the applicable Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or applicable Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such instructions to the Indenture Trustee; and
(vi) upon acquisition or transfer of a beneficial interest in any Book-Entry Note by, for or with the assets of, a Benefit Plan, such Note Owner shall be deemed to have represented that such acquisition or purchase will not constitute or otherwise result in: (i) in the case of a Benefit Plan subject to Title I of ERISA or Section 4975 of the Code, a non-exempt prohibited transaction in violation of Section 406 of ERISA or Section 4975 of the Code which is not covered by a class or other applicable exemption and (ii) in the case of a Benefit Plan subject to a substantially similar federal, state, local or foreign law, a non-exempt violation of such substantially similar law. Any transfer found to have been made in violation of such deemed representation shall be null and void and of no effect.
Appears in 1 contract
Samples: Indenture (Wells Fargo Student Loans Receivables I LLC)
Book-Entry Notes. The Notes Notes, upon original issuance, will be issued in the form of typewritten Notes or Global Securities representing the Book-Entry Notes, to be delivered to, to The Depository Trust Company or to the Indenture Trustee as custodian forits custodian, the initial Clearing Agency, by, or on behalf of, the Issuer. The Book-Entry Such Notes shall initially be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner thereof will receive a Definitive Note representing such Note Owner’s 's interest in such Note, except as provided in Section 2.122.11. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to such Note Owners pursuant to Section 2.122.11:
(i) the provisions of this Section 2.10 shall be in full force and effect;
(ii) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder Holder of the Notes, and shall have no obligation to the Note Owners;
(iii) to the extent that the provisions of this Section 2.10 conflict with any other provisions of this Indenture, the provisions of this Section 2.10 shall control;
(iv) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to the Note Depository AgreementParticipants. Unless and until Definitive Notes are issued pursuant to Section 2.122.11, neither the Indenture Trustee nor the Note Registrar shall register any transfer of a beneficial interest in a Book-Entry Note; and the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Notes to such Clearing Agency Participants; and
(v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the Outstanding Balance of the Notes, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such instructions to the Indenture Trustee.
Appears in 1 contract
Book-Entry Notes. The Notes Notes, upon original issuance, will be issued in the form of typewritten Notes or Global Securities representing the Book-Entry Notes, to be delivered toto The Depository Trust Company, or to the Indenture Trustee as custodian for, the initial Clearing Agency, byby the Issuer, or on behalf of, of the Issuer. The Book-Entry Such Notes shall initially be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner thereof will shall receive a definitive, fully registered note (a "Definitive Note Note") representing such Note Owner’s 's interest in such Note, except as provided in Section 2.12. Unless and until definitive, fully registered Definitive Notes (the “Definitive Notes”) have been issued to such Note Owners pursuant to Section 2.12:
(i) the provisions of this Section 2.10 shall be in full force and effect;
(ii) the Note Registrar and the Indenture Trustee shall be entitled to Trustee, and their respective directors, officers, employees and agents, may deal with the applicable Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest and other amounts on the Notes and the giving of instructions or directions hereunderNotes) as the sole holder authorized representative of the Notes, and shall have no obligation to the Note Owners;
(iii) to the extent that the provisions of this Section 2.10 conflict with any other provisions of this Indenture, the provisions of this Section 2.10 shall control;
(iv) the rights of Note Owners shall be exercised only through the applicable Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the applicable Clearing Agency and/or the applicable Clearing Agency Participants pursuant to the Note Depository Agreement. Unless ; and unless and until Definitive Notes are issued pursuant to Section 2.12, neither the Indenture Trustee nor the Note Registrar shall register any transfer of a beneficial interest in a Book-Entry Note; and the initial Clearing Agency will make book-entry transfers among the applicable Clearing Agency Participants and receive and transmit payments of principal of and interest and other amounts on the Notes to such applicable Clearing Agency Participants; and;
(v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders Noteholders of Notes evidencing a specified percentage of the Outstanding Balance Amount of the Notes, the applicable Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or applicable Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such instructions to the Indenture TrusteeAdministrator; and
(vi) upon acquisition or transfer of a beneficial interest in any Book-Entry Note by, for or with the assets of, a Benefit Plan, such Note Owner shall be deemed to have represented that such acquisition or purchase will not constitute or otherwise result in: (i) in the case of a Benefit Plan subject to Title I of ERISA or Section 4975 of the Code, a prohibited transaction in violation of Section 406 of ERISA or Section 4975 of the Code which is not covered by a class or other applicable exemption and (ii) in the case of a Benefit Plan subject to a substantially similar federal, state, local or foreign law, a non-exempt violation of such substantially similar law. Any transfer found to have been made in violation of such deemed representation shall be null and void and of no effect.
Appears in 1 contract
Book-Entry Notes. The Notes (other than the Class A-2b Notes), upon original issuance, will be issued in the form of a typewritten Note or Notes or Global Securities representing the Book-Entry Notes, to be delivered to, or to the Indenture Trustee as custodian forDTC, the initial Clearing AgencyDepository, by, or on behalf of, the Issuer. The Book-Entry Such Notes shall initially be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Owner thereof Noteholder of such Notes will receive a Definitive Note representing such Note Owner’s Noteholder's interest in such Note, except as provided in Section 2.122.11. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to such Note Owners Noteholders pursuant to Section 2.122.11:
(ia) the provisions of this Section 2.10 shall be in full force and effect;
(iib) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder of the Notes, and shall have no obligation to the Note OwnersNoteholders;
(iiic) to the extent that the provisions of this Section 2.10 conflict with any other provisions of this Indenture, the provisions of this Section 2.10 shall control;
(ivd) the rights of Note Owners Noteholders shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners Noteholders and the Clearing Agency and/or the Clearing Agency Participants pursuant Participants. Pursuant to the Note Depository Agreement. Unless , unless and until Definitive Notes are issued pursuant to Section 2.122.11, neither the Indenture Trustee nor the Note Registrar shall register any transfer of a beneficial interest in a Book-Entry Note; and the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Notes to such Clearing Agency Participants; and
(ve) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes Noteholders evidencing a specified percentage of the Outstanding Balance of the NotesAmount, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners Noteholders and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such instructions to the Indenture Trustee in a form reasonably acceptable to the Indenture Trustee.
Appears in 1 contract
Book-Entry Notes. The Notes Notes, upon original ---------------- issuance, will be issued in the form of typewritten Notes or Global Securities representing the Book-Entry Notes, to be delivered to, or to the Indenture Trustee as custodian forThe Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Issuer. The Book-Entry Such Notes shall initially be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner thereof will shall receive a Definitive Note (as defined below) representing such Note Owner’s 's interest in such Note, except as provided in Section 2.12. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to such Note Owners pursuant to Section 2.12:
(i) the provisions of this Section 2.10 shall be in full force and effect;
(ii) the Note Registrar and the Indenture Trustee shall be entitled to Trustee, and their respective directors, officers, employees and agents, may deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest and other amounts on the Notes and the giving of instructions or directions hereunderNotes) as the sole holder authorized representative of the Notes, and shall have no obligation to the Note Owners;
(iii) to the extent that the provisions of this Section 2.10 conflict with any other provisions of this Indenture, the provisions of this Section 2.10 shall control;
(iv) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to the Note Depository Agreement. Unless ; and unless and until Definitive De finitive Notes are issued pursuant to Section 2.12, neither the Indenture Trustee nor the Note Registrar shall register any transfer of a beneficial interest in a Book-Entry Note; and the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest and other amounts on the Notes to such Clearing Agency Participants; and
(v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders Noteholders of Notes evidencing a specified percentage of the Outstanding Balance Amount of the Notes, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such instructions to the Indenture Trustee.
Appears in 1 contract
Samples: Indenture (SLM Funding Corp)
Book-Entry Notes. The Notes Notes, upon original issuance, will be issued in the form of typewritten Notes or Global Securities representing the Book-Entry Notes, to be delivered to, or to the Indenture Trustee as custodian forThe Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the Issuer. The Book-Entry Such Notes shall initially be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner thereof will shall receive a Definitive Note (as defined below) representing such Note Owner’s interest in such Note, except as provided in Section 2.12. Unless and until definitive, fully registered Notes (the “Definitive Notes”) have been issued to such Note Owners pursuant to Section 2.12:
(i) the provisions of this Section 2.10 shall be in full force and effect;
(ii) the Note Registrar and the Indenture Trustee shall be entitled to Trustee, and their respective directors, officers, employees and agents, may deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest and other amounts on the Notes and the giving of instructions or directions hereunderNotes) as the sole holder authorized representative of the Notes, and shall have no obligation to the Note Owners;
(iii) to the extent that the provisions of this Section 2.10 conflict with any other provisions of this Indenture, the provisions of this Section 2.10 shall control;
(iv) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant to the Note Depository Agreement. Unless ; and unless and until Definitive Notes are issued pursuant to Section 2.12, neither the Indenture Trustee nor the Note Registrar shall register any transfer of a beneficial interest in a Book-Entry Note; and the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest and other amounts on the Notes to such Clearing Agency Participants; and;
(v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders Noteholders of Notes evidencing a specified percentage of the Outstanding Balance Amount of the Notes, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such instructions to the Indenture Trustee; and
(vi) upon acquisition or transfer of a beneficial interest in any Book-Entry Note by, for or with the assets of, a Benefit Plan, such Note Owner shall be deemed to have represented that such acquisition or purchase will not constitute or otherwise result in: (i) in the case of a Benefit Plan subject to Title I of ERISA or Section 4975 of the Code, a non-exempt prohibited transaction in violation of Section 406 of ERISA or Section 4975 of the Code which is not covered by a class or other applicable exemption and (ii) in the case of a Benefit Plan subject to a substantially similar federal, state, local or foreign law, a non-exempt violation of such substantially similar law. Any transfer found to have been made in violation of such deemed representation shall be null and void and of no effect.
Appears in 1 contract
Samples: Indenture (SLM Private Credit Student Loan Trust 2005-B)
Book-Entry Notes. The Notes Notes, upon original issuance, will be issued in the form of a typewritten Note or Notes or Global Securities representing the Book-Entry Notes, to be delivered to, or to the Indenture Trustee as custodian forDTC, the initial Clearing Agency, by, by or on behalf of, of the Issuer. The Book-Entry Such Notes initially shall be registered initially on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner thereof will receive a Definitive Note representing such Note Owner’s 's interest in such Note, except as provided in Section 2.122.11. Unless and until definitive, fully registered Notes (the “"Definitive Notes”") have been issued to such Note Owners pursuant to Section 2.122.11:
(i) the provisions of this Section 2.10 2.09 shall be in full force and effect;
(ii) the Note Registrar and the Indenture Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole holder of the Notes, and shall have no obligation to the Note Owners;
(iii) to the extent that the provisions of this Section 2.10 conflict with any other provisions of this Indenture, the provisions of this Section 2.10 shall control;
(iv) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or the Clearing Agency Participants pursuant Participants. Pursuant to the Note Depository Agreement. Unless , unless and until Definitive Notes are issued pursuant to Section 2.122.11, neither the Indenture Trustee nor the Note Registrar shall register any transfer of a beneficial interest in a Book-Entry Note; and the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Notes to such Clearing Agency Participants; and
(v) whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Holders of Notes evidencing a specified percentage of the Outstanding Balance of the NotesPrincipal Amount, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such instructions to the Indenture Trustee.
Appears in 1 contract
