DEFINITIONS; CERTIFICATES Sample Clauses

DEFINITIONS; CERTIFICATES. 2 Section 1.1. Definitions................................................................................2
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DEFINITIONS; CERTIFICATES. 2 Section 1.1. Definitions . . . . . . . . . . . . . . . . . . 2 Section 1.2. Form of Certificate . . . . . . . . . . . . . . 5
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DEFINITIONS; CERTIFICATES. 2 Section 1.1. Definitions................................................................................2 ARTICLE 2 - DEPOSIT OF SECURITIES; DECLARATION OF TRUST; FORM AND ISSUANCE OF CERTIFICATES............................................................5
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DEFINITIONS; CERTIFICATES 
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Related to DEFINITIONS; CERTIFICATES

  • Additional Certificates The Company shall have furnished to the Agents such certificate or certificates, in addition to those specifically mentioned herein, as the Agents may have reasonably requested as to the accuracy and completeness at each Representation Date of any statement in the Registration Statement or the Prospectuses or any documents filed under the Exchange Act and Canadian Securities Laws and deemed to be incorporated by reference into the Prospectuses, as to the accuracy at such Representation Date of the representations and warranties of the Company herein, as to the performance by the Company of its obligations hereunder, or as to the fulfillment of the conditions concurrent and precedent to the obligations hereunder of the Agents.

  • Supplemental Agreements Without Consent of Applicable Certificateholders Without limitation of Section 9.01 of the Basic Agreement, under the terms of, and subject to the limitations contained in, Section 9.01 of the Basic Agreement, the Company may (but will not be required to), and the Trustee (subject to Section 9.03 of the Basic Agreement) shall, at the Company’s request, at any time and from time to time: (i) Enter into one or more agreements supplemental to the Escrow Agreement, the NPA or the Deposit Agreement for any of the purposes set forth in clauses (1) through (9) of such Section 9.01, and (without limitation of the foregoing or Section 9.01 of the Basic Agreement) (a) clauses (2) and (3) of such Section 9.01 shall also be deemed to include the Company’s obligations under (in the case of clause (2)), and the Company’s rights and powers conferred by (in the case of clause (3)), the NPA, and (b) references in clauses (4), (6) and (7) of such Section 9.01 to “any Intercreditor Agreement or any Liquidity Facility” shall also be deemed to refer to “the Intercreditor Agreement, the Liquidity Facility, the Escrow Agreement, the NPA or the Deposit Agreement”, (ii) Enter into one or more agreements supplemental to the Agreement, the Intercreditor Agreement or the NPA to provide for the formation of one or more Additional Trusts, the issuance of Additional Certificates, the purchase by an Additional Trust (if any) of applicable Additional Equipment Notes and other matters incidental thereto or otherwise contemplated by Section 2.01(b) of the Basic Agreement, subject to the provisions of Section 4(a)(vi) of the NPA and Section 9.1(d) of the Intercreditor Agreement, and (iii) Enter into one or more agreements supplemental to the Agreement to provide for the formation of one or more Refinancing Trusts, the issuance of Refinancing Certificates, the purchase by any Refinancing Trust of applicable Refinancing Equipment Notes and other matters incidental thereto or as otherwise contemplated by Section 2.01(b) of the Basic Agreement, subject to the provisions of Section 4(a)(vi) of the NPA and Section 9.1(c) of the Intercreditor Agreement.

  • Determination of Pass-Through Rates for COFI Certificates The Pass-Through Rate for each Class of COFI Certificates for each Interest Accrual Period after the initial Interest Accrual Period shall be determined by the Trustee as provided below on the basis of the Index and the applicable formulae appearing in footnotes corresponding to the COFI Certificates in the table relating to the Certificates in the Preliminary Statement. Except as provided below, with respect to each Interest Accrual Period following the initial Interest Accrual Period, the Trustee shall not later than two Business Days prior to such Interest Accrual Period but following the publication of the applicable Index determine the Pass-Through Rate at which interest shall accrue in respect of the COFI Certificates during the related Interest Accrual Period. Except as provided below, the Index to be used in determining the respective Pass-Through Rates for the COFI Certificates for a particular Interest Accrual Period shall be COFI for the second calendar month preceding the Outside Reference Date for such Interest Accrual Period. If at the Outside Reference Date for any Interest Accrual Period, COFI for the second calendar month preceding such Outside Reference Date has not been published, the Trustee shall use COFI for the third calendar month preceding such Outside Reference Date. If COFI for neither the second nor third calendar months preceding any Outside Reference Date has been published on or before the related Outside Reference Date, the Index for such Interest Accrual Period and for all subsequent Interest Accrual Periods shall be the National Cost of Funds Index for the third calendar month preceding such Interest Accrual Period (or the fourth preceding calendar month if such National Cost of Funds Index for the third preceding calendar month has not been published by such Outside Reference Date). In the event that the National Cost of Funds Index for neither the third nor fourth calendar months preceding an Interest Accrual Period has been published on or before the related Outside Reference Date, then for such Interest Accrual Period and for each succeeding Interest Accrual Period, the Index shall be LIBOR, determined in the manner set forth below. With respect to any Interest Accrual Period for which the applicable Index is LIBOR, LIBOR for such Interest Accrual Period will be established by the Trustee on the related Interest Determination Date as provided in Section 4.08. In determining LIBOR and any Pass-Through Rate for the COFI Certificates or any Reserve Interest Rate, the Trustee may conclusively rely and shall be protected in relying upon the offered quotations (whether written, oral or on the Reuters Screen) from the Reference Banks or the New York City banks as to LIBOR or the Reserve Interest Rate, as appropriate, in effect from time to time. The Trustee shall not have any liability or responsibility to any Person for (i) the Trustee's selection of New York City banks for purposes of determining any Reserve Interest Rate or (ii) its inability, following a good-faith reasonable effort, to obtain such quotations from the Reference Banks or the New York City banks or to determine such arithmetic mean, all as provided for in this Section 4.07. The establishment of LIBOR and each Pass-Through Rate for the COFI Certificates by the Trustee shall (in the absence of manifest error) be final, conclusive and binding upon each Holder of a Certificate and the Trustee.

  • TERMS FOR CERTIFICATES Section 11.01 Cut-Off Date................................................. Section 11.02 Cut-Off Date Aggregate Principal Balance..................... Section 11.03

  • Distributions on Book-Entry Certificates Each distribution with respect to a Book-Entry Certificate shall be paid to the Depository, which shall credit the amount of such distribution to the accounts of its Depository Participants in accordance with its normal procedures. Each Depository Participant shall be responsible for disbursing such distribution to the Certificate Owners that it represents and to each indirect participating brokerage firm (a “brokerage firm” or “indirect participating firm”) for which it acts as agent. Each brokerage firm shall be responsible for disbursing funds to the Certificate Owners that it represents. All such credits and disbursements with respect to a Book-Entry Certificate are to be made by the Depository and the Depository Participants in accordance with the provisions of the Certificates. None of the Trustee, the Depositor or the Seller shall have any responsibility therefor.

  • Medical Certificates If the Employer requires the employee to obtain a medical certificate, the Employer shall pay the full cost of the certificate.

  • Representation Dates; Certificates On or prior to the date that the first Shares are sold pursuant to the terms of this Agreement and: (1) each time the Company: (i) files the Prospectus relating to the Shares or amends or supplements the Registration Statement or the Prospectus relating to the Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Shares; (ii) files an Annual Report on Form 10-K under the Exchange Act; (iii) files a Quarterly Report on Form 10-Q under the Exchange Act; or (iv) files an Earnings 8-K or a Current Report on Form 8-K containing amended financial information (other than an Earnings Announcement, to “furnish” information pursuant to Item 2.02 or 7.01 of Form 8-K under the Exchange Act); and (2) at any other time reasonably requested by the Sales Agent, the Forward Seller or the Forward Purchaser (each such date of filing of one or more of the documents referred to in clauses (1)(i) through (iv) and any time of request pursuant to this Section 8(o) shall be a “Representation Date”), the Company shall furnish the Sales Agent, the Forward Seller and the Forward Purchaser with two certificates, in the forms attached hereto as Exhibit E-1 and Exhibit E-2 as soon as practicable and in no event later than three (3) Trading Days after any Representation Date. The requirement to provide two certificates under this Section 8(o) shall be waived for any Representation Date occurring at a time at which no Placement Notice (as amended by the corresponding Acceptance, if applicable) is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its Annual Report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares or enter into a Forward following a Representation Date when the Company relied on such waiver and did not provide the Sales Agent, the Forward Seller and the Forward Purchaser with a certificate under this Section 8(o), then before the Company delivers the Placement Notice or the Sales Agent or the Forward Seller sell any Shares, the Company shall provide the Sales Agent, the Forward Seller and the Forward Purchaser with two certificates, in the forms attached hereto as Exhibit E-1 and Exhibit E-2, each dated the date of the Placement Notice.

  • Calculations and Certificates (a) Any interest under this Agreement shall accrue on a day-to-day basis, calculated according to the number of actual days elapsed and a year of 365 days (366 days in Leap Years). (b) If the Lender issues any certificate, determination or notification of a rate or any amount payable under a Finance Document, it shall be conclusive evidence (in the absence of manifest error) of the matter to which it relates.

  • Distributions on the Certificates (a) On each Distribution Date, an amount equal to the Interest Funds and Principal Funds with respect to Loan Group I for such Distribution Date shall be withdrawn by the Trustee from the Distribution Account, in each case to the extent of funds on deposit with respect to Loan Group I therein, and distributed in the following order of priority: First, from Interest Funds, from Loan Group I, on each Distribution Date on and after the Distribution Date in July 2017, if applicable, to the Final Maturity Reserve Account, an amount equal to the Coupon Strip for such Distribution Date. Second, from Interest Funds, from Loan Group I, to pay any accrued and unpaid interest on the Class I-A, Class I-B and Class I-X Certificates in the following order of priority: 1. to each Class of Class I-A Certificates and Class I-X Certificates, the Current Interest and then any Interest Carry Forward Amount for each such Class, pro rata, based on the Current Interest and Interest Carry Forward Amount due to each such Class; 2. to the Class I-B-1, Class I-B-2, Class I-B-3, Class I-B-4, Class I-B-5, Class I-B-6, Class I-B-7, Class I-B-8 and Class I-B-9 Certificates, sequentially, in that order, the Current Interest for each such Class of Certificates; 3. any Excess Spread with respect to Loan Group I to the extent necessary to meet a level of overcollateralization equal to the Group I Overcollateralization Target Amount will be the Extra Principal Distribution Amount with respect to Loan Group I and will be included as part of the Group I Principal Distribution Amount and distributed in accordance with Third (A) and (B) below; and 4. any remaining Excess Spread with respect to Loan Group I will be the Remaining Excess Spread with respect to Loan Group I and will be applied, together with the Group I Overcollateralization Release Amount, as Excess Cashflow for Loan Group I pursuant to clauses Fourth through Eighteenth below. Third, to pay as principal on the Class I-A Certificates and Class I-B Certificates, in the following order of priority: (A) For each Distribution Date (i) prior to the related Stepdown Date or (ii) on which a Group I Trigger Event is in effect, the Group I Principal Distribution Amount for such Distribution Date will be distributed as follows: 1. to each Class of Class I-A Certificates, pro rata, until the Current Principal Amount of each such Class is reduced to zero; 2. to the Class I-B-1 Certificates, any remaining Group I Principal Distribution Amount until the Current Principal Amount thereof is reduced to zero; 3. to the Class I-B-2 Certificates, any remaining Group I Principal Distribution Amount until the Current Principal Amount thereof is reduced to zero; 4. to the Class I-B-3 Certificates, any remaining Group I Principal Distribution Amount until the Current Principal Amount thereof is reduced to zero; 5. to the Class I-B-4 Certificates, any remaining Group I Principal Distribution Amount until the Current Principal Amount thereof is reduced to zero; 6. to the Class I-B-5 Certificates, any remaining Group I Principal Distribution Amount until the Current Principal Amount thereof is reduced to zero; 7. to the Class I-B-6 Certificates, any remaining Group I Principal Distribution Amount until the Current Principal Amount thereof is reduced to zero; 8. to the Class I-B-7 Certificates, any remaining Group I Principal Distribution Amount until the Current Principal Amount thereof is reduced to zero; 9. to the Class I-B-8 Certificates, any remaining Group I Principal Distribution Amount until the Current Principal Amount thereof is reduced to zero; and 10. to the Class I-B-9 Certificates, any remaining Group I Principal Distribution Amount until the Current Principal Amount thereof is reduced to zero. (B) For each Distribution Date on or after the related Stepdown Date, so long as a Group I Trigger Event is not in effect, the Group I Principal Distribution Amount for such Distribution Date will be distributed as follows: 1. to the Class I-A Certificates, from the Group I Principal Distribution Amount, an amount equal to the Class I-A Principal Distribution Amount will be distributed to each Class of Class I-A Certificates, pro rata, until the Current Principal Amount of each such Class is reduced to zero; 2. to the Class I-B-1 Certificates, from any remaining Group I Principal Distribution Amount, the Class I-B-1 Principal Distribution Amount, until the Current Principal Amount thereof is reduced to zero; 3. to the Class I-B-2 Certificates, from any remaining Group I Principal Distribution Amount, the Class I-B-2 Principal Distribution Amount, until the Current Principal Amount thereof is reduced to zero; 4. to the Class I-B-3 Certificates, from any remaining Group I Principal Distribution Amount, the Class I-B-3 Principal Distribution Amount, until the Current Principal Amount thereof is reduced to zero; 5. to the Class I-B-4 Certificates, from any remaining Group I Principal Distribution Amount, the Class I-B-4 Principal Distribution Amount, until the Current Principal Amount thereof is reduced to zero; 6. to the Class I-B-5 Certificates, from any remaining Group I Principal Distribution Amount, the Class I-B-5 Principal Distribution Amount, until the Current Principal Amount thereof is reduced to zero; 7. to the Class I-B-6 Certificates, from any remaining Group I Principal Distribution Amount, the Class I-B-6 Principal Distribution Amount, until the Current Principal Amount thereof is reduced to zero; 8. to the Class I-B-7 Certificates, from any remaining Group I Principal Distribution Amount, the Class I-B-7 Principal Distribution Amount, until the Current Principal Amount thereof is reduced to zero; 9. to the Class I-B-8 Certificates, from any remaining Group I Principal Distribution Amount, the Class I-B-8 Principal Distribution Amount, until the Current Principal Amount thereof is reduced to zero; and 10. to the Class I-B-9 Certificates, from any remaining Group I Principal Distribution Amount, the Class I-B-9 Principal Distribution Amount, until the Current Principal Amount thereof is reduced to zero. Fourth, from any Excess Cashflow with respect to Loan Group I, to the Class I-A Certificates, pro rata in accordance with the respective amounts owed to each such Class, an amount equal to (a) any remaining Interest Carry Forward Amount, and then (b) any Unpaid Realized Loss Amount for such Class for such Distribution Date; Fifth, from any remaining Excess Cashflow with respect to Loan Group I, to the Class I-B-1 Certificates, an amount equal to (a) any Interest Carry Forward Amount, and then (b) any Unpaid Realized Loss Amount for such Class for such Distribution Date; Sixth, from any remaining Excess Cashflow with respect to Loan Group I, to the Class I-B-2 Certificates, an amount equal to (a) any Interest Carry Forward Amount, and then (b) any Unpaid Realized Loss Amount for such Class for such Distribution Date; Seventh, from any remaining Excess Cashflow with respect to Loan Group I, to the Class I-B-3 Certificates, an amount equal to (a) any Interest Carry Forward Amount, and then (b) any Unpaid Realized Loss Amount for such Class for such Distribution Date; Eighth, from any remaining Excess Cashflow with respect to Loan Group I, to the Class I-B-4 Certificates, an amount equal to (a) any Interest Carry Forward Amount, and then (b) any Unpaid Realized Loss Amount for such Class for such Distribution Date; Ninth, from any remaining Excess Cashflow with respect to Loan Group I, to the Class I-B-5 Certificates, an amount equal to (a) any Interest Carry Forward Amount, and then (b) any Unpaid Realized Loss Amount for such Class for such Distribution Date; Tenth, from any remaining Excess Cashflow with respect to Loan Group I, to the Class I-B-6 Certificates, an amount equal to (a) any Interest Carry Forward Amount, and then (b) any Unpaid Realized Loss Amount for such Class for such Distribution Date; Eleventh, from any remaining Excess Cashflow with respect to Loan Group I, to the Class I-B-7 Certificates, an amount equal to (a) any Interest Carry Forward Amount, and then (b) any Unpaid Realized Loss Amount for such Class for such Distribution Date; Twelfth, from any remaining Excess Cashflow with respect to Loan Group I, to the Class I-B-8 Certificates, an amount equal to (a) any Interest Carry Forward Amount, and then (b) any Unpaid Realized Loss Amount for such Class for such Distribution Date; Thirteenth, from any remaining Excess Cashflow with respect to Loan Group I, to the Class I-B-9 Certificates, an amount equal to (a) any Interest Carry Forward Amount, and then (b) any Unpaid Realized Loss Amount for such Class for such Distribution Date; Fourteenth, from amounts in the Adjustable Rate Supplemental Fund with respect to Loan Group I (only with respect to the initial Distribution Date as described herein) and from any remaining Excess Cashflow with respect to Loan Group I, to the Class I-A Certificates, any Basis Risk Shortfall Carry-Forward Amount for each such Class for such Distribution Date, pro rata, based on the Basis Risk Shortfall Carry-Forward Amount owed to each such Class; Fifteenth, from amounts in the Adjustable Rate Supplemental Fund with respect to Loan Group I (only with respect to the initial Distribution Date as described herein) and from any remaining Excess Cashflow with respect to Loan Group I, to the Class I-B-1, Class I-B-2, Class I-B-3, Class I-B-4, Class I-B-5, Class I-B-6, Class I-B-7, Class I-B-8 and Class I-B-9 Certificates, sequentially, in that order, any Basis Risk Shortfall Carry-Forward Amount, for each such Class for such Distribution Date; Sixteenth, if the Adjustable Rate Supplemental Fund has not been terminated pursuant to Section 4.05, to the Adjustable Rate Supplemental Fund, the lesser of (A) any remaining amounts, and (B) the amount which, when added to amounts on deposit in the Adjustable Rate Supplemental Fund, would equal $25,000 with respect to Loan Group I; Seventeenth, from any remaining Excess Cashflow with respect to Loan Group I, to the Class I-B-IO Certificates, the Class I-B-IO Distribution Amount for such Distribution Date, and Eighteenth, any remaining amounts with respect to Loan Group I to the Residual Certificates. If on the initial Distribution Date, the amounts payable to the Class I-A Certificates and the Class I-B Certificates in respect of the related Interest Funds for such Distribution Date is reduced due to the application of the related Net Rate Cap, the Trustee shall transfer from amount on deposit in the Adjustable Rate Supplemental Fund for Loan Group I for distribution to the applicable Class or Classes of Group I Certificates on such Distribution Date, an amount equal to the lesser of (i) the amount on deposit in the Adjustable Rate Supplemental Fund for Loan Group I, and (ii) the amount of such applicable shortfall. All payments of amounts in respect of Basis Risk Shortfall or Basis Risk Shortfall Carry-Forward Amounts made pursuant to the provisions of this paragraph (a) (including amounts paid from the Adjustable Rate Supplemental Fund) shall, for federal income tax purposes, be deemed to have been distributed from REMIC IV to the Holder of the Class I-B-IO Certificates and then paid outside of any 2007-AR5 REMIC to the recipients thereof pursuant to an interest rate cap contract. By accepting their Certificates, the Holders of the Certificates agree so to treat such payments for purposes of filing their income tax returns. For federal income tax purposes, payment of any interest accrued at a Pass-Through Rate in excess of the Modified Net Rate Cap to the Class I-A Certificates and Class I-B Certificates shall be treated as paid outside of any 2007-AR5 REMIC and shall not be part of the entitlement of the REMIC III Regular Interest, the ownership of which is represented by such Class of Certificates receiving such payment. (b) On each Distribution Date, an amount equal to the Interest Funds and Principal Funds with respect to Loan Group II for such Distribution Date shall be withdrawn by the Trustee from the Distribution Account to the extent of funds on deposit with respect to Loan Group II therein, and distributed in the following order of priority: First, from Interest Funds with respect to Loan Group II, to pay any accrued and unpaid interest on the Class II-A Certificates and the Class II-B Certificates in the following order of priority: 1. to each Class of Class II-A Certificates, the Current Interest and then any Interest Carry Forward Amount for each such Class, pro rata, based on the Current Interest and Interest Carry Forward Amount due to each such Class; 2. to the Class II-B-1, Class II-B-2, Class II-B-3, Class II-B-4, Class II-B-5 and Class II-B-6 Certificates, sequentially, in that order, the Current Interest for each such Class of Certificates; 3. any Excess Spread with respect to Loan Group II to the extent necessary to meet a level of overcollateralization equal to the Group II Overcollateralization Target Amount will be the Extra Principal Distribution Amount with respect to Loan Group II and will be included as part of the Group II Principal Distribution Amount and distributed in accordance with Second (A) and (B) below; and 4. any remaining Excess Spread with respect to Loan Group II will be the Remaining Excess Spread with respect to Loan Group II and will be applied, together with the Group II Overcollateralization Release Amount, as Excess Cashflow for Loan Group II pursuant to clauses Third through Fifteenth below. Second, to pay as principal on the Class II-A Certificates and Class II-B Certificates, in the following order of priority: (A) For each Distribution Date (i) prior to the related Stepdown Date or (ii) on which a Group II Trigger Event is in effect, from the Group II Principal Distribution Amount for such Distribution Date: 5. to each Class of Class II-A-1 Certificates, pro rata, until the Current Principal Amount of each such Class is reduced to zero; 6. to the Class II-B Certificates in the following order of priority: a. to the Class II-B-1 Certificates, any remaining Group II Principal Distribution Amount until the Current Principal Amount thereof is reduced to zero; b. to the Class II-B-2 Certificates, any remaining Group II Principal Distribution Amount until the Current Principal Amount thereof is reduced to zero; c. to the Class II-B-3 Certificates, any remaining Group II Principal Distribution Amount until the Current Principal Amount thereof is reduced to zero; d. to the Class II-B-4 Certificates, any remaining Group II Principal Distribution Amount until the Current Principal Amount thereof is reduced to zero; e. to the Class II-B-5 Certificates, any remaining Group II Principal Distribution Amount until the Current Principal Amount thereof is reduced to zero and f. to the Class II-B-6 Certificates, any remaining Group II Principal Distribution Amount until the Current Principal Amount thereof is reduced to zero.

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