Distributions on the Uncertificated Upper-Tier Interests Sample Clauses

Distributions on the Uncertificated Upper-Tier Interests. The Class 1-CB-1 Interest and Class 1-CB-6 Interest shall each have the initial principal balance indicated in the Preliminary Statement. Distributions of principal shall be applied pro rata to the Class 1-CB-1 Interest and the Class 1-CB-6
Sample 1

Related to Distributions on the Uncertificated Upper-Tier Interests

  • Distributions on the REMIC Regular Interests (a) On each Distribution Date, the Trustee shall cause the Available Distribution Amount, in the following order of priority, to be distributed by REMIC 1 to REMIC 2 on account of the REMIC 1 Regular Interests or withdrawn from the Certificate Account and distributed to the Holders of the Class R Certificates (in respect of the Class R-1 Interest), as the case may be: (i) to Holders of REMIC 1 Regular Interest I-1-A through I-59-B, REMIC 1 Regular Interest P and REMIC 1 Regular Interest A-I, pro rata, in an amount equal to (A) Uncertificated Accrued Interest for such REMIC 1 Regular Interests for such Distribution Date, plus (B) any amounts payable in respect thereof remaining unpaid from previous Distribution Dates; and (ii) to the extent of amounts remaining after the distributions made pursuant to clause (i) above, payments of principal shall be allocated as follows: first, to REMIC 1 Regular Interests I-1-A through I-59-B starting with the lowest numerical denomination until the Uncertificated Principal Balance of each such REMIC 1 Regular Interest is reduced to zero, provided that, for REMIC 1 Regular Interests with the same numerical denomination, such payments of principal shall be allocated pro rata between such REMIC 1 Regular Interests, and second to the extent of any Overcollateralization Release to REMIC 1 Regular Interest A-I until the Uncertificated Principal Balance of such REMIC 1 Regular Interest is reduced to zero. (iii) to the Holders of REMIC 1 Regular Interest P, (A) on each Distribution Date, 100% of the amount paid in respect of Prepayment Charges and (B) on the Distribution Date immediately following the expiration of the latest Prepayment Charge as identified on the Prepayment Charge Schedule or any Distribution Date thereafter until $100 has been distributed pursuant to this clause; (b) On each Distribution Date, the Trustee shall cause the Available Distribution Amount, in the following order of priority, to be distributed by REMIC 2 to REMIC 3 on account of the REMIC 2 Regular Interests or withdrawn from the Certificate Account and distributed to the Holders of the Class R Certificates (in respect of the Class R-2 Interest), as the case may be: (i) first, to the Holders of REMIC 2 Regular Interest IO, in an amount equal to (A) Uncertificated Accrued Interest for such REMIC 2 Regular Interest for such Distribution Date, plus (B) any amounts in respect thereof remaining unpaid from previous Distribution Dates and second, to the Holders of REMIC 2 Regular Interest AA, REMIC 2 Regular Interest A-1, REMIC 2 Regular Interest A-1M, REMIC 2 Regular Interest A-1W, REMIC 2 Regular Interest A-2A, REMIC 2 Regular Interest A-2B, REMIC 2 Regular Interest A-2C, REMIC 2 Regular Interest A-2D, REMIC 2 Regular Interest M-1, REMIC 2 Regular Interest M-2, REMIC 2 Regular Interest M-3, REMIC 2 Regular Interest M-4, REMIC 2 Regular Interest M-5, REMIC 2 Regular Interest M-6, REMIC 2 Regular Interest M-7, REMIC 2 Regular Interest M-8, REMIC 2 Regular Interest B, REMIC 2 Regular Interest ZZ, and REMIC 2 Regular Interest P, pro rata, in an amount equal to (A) the related Uncertificated Accrued Interest for such Distribution Date, plus (B) any amounts in respect thereof remaining unpaid from the previous Distribution Dates. Amounts payable as Uncertificated Accrued Interest in respect of REMIC 2 Regular Interest ZZ shall be reduced when the REMIC 2 Overcollateralized Amount is less than the REMIC 2 Overcollateralization Target Amount, by the lesser of (x) the amount of such difference and (y) the Maximum Uncertificated Accrued Interest Deferral Amount, and such amount will be payable to the Holders of REMIC 2 Regular Interest A-1, REMIC 2 Regular Interest A-1M, REMIC 2 Regular Interest A-1W, REMIC 2 Regular Interest A-2A, REMIC 2 Regular Interest A-2B, REMIC 2 Regular Interest A-2C, REMIC 2 Regular Interest A-2D, REMIC 2 Regular Interest M-1, REMIC 2 Regular Interest M-2, REMIC 2 Regular Interest M-3, REMIC 2 Regular Interest M-4, REMIC 2 Regular Interest M-5, REMIC 2 Regular Interest M-6, REMIC 2 Regular Interest M-7, REMIC 2 Regular Interest M-8, REMIC 2 Regular Interest B in the same proportion as the Overcollateralization Deficiency Amount is allocated to the Corresponding Certificates and the Uncertificated Principal Balance of REMIC 2 Regular Interest ZZ shall be increased by such amount; (ii) to the Holders of REMIC 2 Regular Interest P, (A) on each Distribution Date, 100% of the amount paid in respect of Prepayment Charges on the Corresponding Certificate and (B) on the Distribution Date immediately following the expiration of the latest Prepayment Charge as identified on the Prepayment Charge Schedule or any Distribution Date thereafter until $100 has been distributed pursuant to this clause; (iii) to the Holders of the REMIC 2 Regular Interests, in an amount equal to the remainder of the Available Funds for such Distribution Date after the distributions made pursuant to clauses (i) and (ii) above, allocated as follows: (A) 98% of such remainder to the Holders of REMIC 2 Regular Interest AA, until the Uncertificated Principal Balance of such REMIC 2 Regular Interest is reduced to zero; (B) 2.00% of such remainder, first, to the Holders of REMIC 2 Regular Interest A-1, REMIC 2 Regular Interest A-1M, REMIC 2 Regular Interest A-1W, REMIC 2 Regular Interest A-2A, REMIC 2 Regular Interest A-2B, REMIC 2 Regular Interest A-2C, REMIC 2 Regular Interest A-2D, REMIC 2 Regular Interest M-1, REMIC 2 Regular Interest M-2, REMIC 2 Regular Interest M-3, REMIC 2 Regular Interest M-4, REMIC 2 Regular Interest M-5, REMIC 2 Regular Interest M-6, REMIC 2 Regular Interest M-7, REMIC 2 Regular Interest M-8, REMIC 2 Regular Interest B, 1% in the same proportion as principal payments are allocated to the Corresponding Certificates, until the Uncertificated Principal Balances of such REMIC 2 Regular Interests are reduced to zero, and second, to the Holders of REMIC 2 Regular Interest ZZ, until the Uncertificated Principal Balance of such REMIC 2 Regular Interest is reduced to zero; provided, however, that 98% and 2% of any principal payments that are attributable to an Overcollateralization Release Amount shall be allocated to Holders of REMIC 2 Regular Interest AA and REMIC 2 Regular Interest ZZ, respectively; and (C) any remaining amount to the Holders of the Class R Certificates (in respect of the Class R-2 Interest);

  • 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.

  • 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.

  • Class PO Certificates Private Certificates..................................... Class P, Class B-4, Class B-5 and Class B-6 Certificates. Rating Agencies.......................................... Fitch and S&P. Regular Certificates..................................... All Classes of Certificates other than the Class A-R Certificates. Residual Certificate..................................... Class A-R Certificates.

  • Distributions to Holders of Certificates Section 5.01.

  • Certificated/Uncertificated ADSs Notwithstanding any other provision of the Deposit Agreement, the Depositary may, at any time and from time to time, issue ADSs that are not evidenced by ADRs (such ADSs, the “Uncertificated ADS(s)” and the ADS(s) evidenced by ADR(s), the “Certificated ADS(s)”). When issuing and maintaining Uncertificated ADS(s) under the Deposit Agreement, the Depositary shall at all times be subject to (i) the standards applicable to registrars and transfer agents maintaining direct registration systems for equity securities in New York and issuing uncertificated securities under New York law, and (ii) the terms of New York law applicable to uncertificated equity securities. Uncertificated ADSs shall not be represented by any instruments but shall be evidenced by registration in the books of the Depositary maintained for such purpose. Holders of Uncertificated ADSs, that are not subject to any registered pledges, liens, restrictions or adverse claims of which the Depositary has notice at such time, shall at all times have the right to exchange the Uncertificated ADS(s) for Certificated ADS(s) of the same type and class, subject in each case to (x) applicable laws and any rules and regulations the Depositary may have established in respect of the Uncertificated ADSs, and (y) the continued availability of Certificated ADSs in the U.S. Holders of Certificated ADSs shall, if the Depositary maintains a direct registration system for the ADSs, have the right to exchange the Certificated ADSs for Uncertificated ADSs upon (i) the due surrender of the Certificated ADS(s) to the Depositary for such purpose and (ii) the presentation of a written request to that effect to the Depositary, subject in each case to (a) all liens and restrictions noted on the ADR evidencing the Certificated ADS(s) and all adverse claims of which the Depositary then has notice, (b) the terms of the Deposit Agreement and the rules and regulations that the Depositary may establish for such purposes hereunder, (c) applicable law, and (d) payment of the Depositary fees and expenses applicable to such exchange of Certificated ADS(s) for Uncertificated ADS(s). Uncertificated ADSs shall in all material respects be identical to Certificated ADS(s) of the same type and class, except that (i) no ADR(s) shall be, or shall need to be, issued to evidence Uncertificated ADS(s), (ii) Uncertificated ADS(s) shall, subject to the terms of the Deposit Agreement, be transferable upon the same terms and conditions as uncertificated securities under New York law, (iii) the ownership of Uncertificated ADS(s) shall be recorded on the books of the Depositary maintained for such purpose and evidence of such ownership shall be reflected in periodic statements provided by the Depositary to the Holder(s) in accordance with applicable New York law, (iv) the Depositary may from time to time, upon notice to the Holders of Uncertificated ADSs affected thereby, establish rules and regulations, and amend or supplement existing rules and regulations, as may be deemed reasonably necessary to maintain Uncertificated ADS(s) on behalf of Holders, provided that (a) such rules and regulations do not conflict with the terms of the Deposit Agreement and applicable law, and (b) the terms of such rules and regulations are readily available to Holders upon request, (v) the Uncertificated ADS(s) shall not be entitled to any benefits under the Deposit Agreement or be valid or enforceable for any purpose against the Depositary or the Company unless such Uncertificated ADS(s) is/are registered on the books of the Depositary maintained for such purpose, (vi) the Depositary may, in connection with any deposit of Shares resulting in the issuance of Uncertificated ADSs and with any transfer, pledge, release and cancellation of Uncertificated ADSs, require the prior receipt of such documentation as the Depositary may deem reasonably appropriate, and (vii) upon termination of the Deposit Agreement, the Depositary shall not require Holders of Uncertificated ADSs to affirmatively instruct the Depositary before remitting proceeds from the sale of the Deposited Property represented by such Holders’ Uncertificated ADSs under the terms of Section 6.2. When issuing ADSs under the terms of the Deposit Agreement, including, without limitation, issuances pursuant to Sections 2.5, 4.2, 4.3, 4.4, 4.5 and 4.11, the Depositary may in its discretion determine to issue Uncertificated ADSs rather than Certificated ADSs, unless otherwise specifically instructed by the applicable Holder to issue Certificated ADSs. All provisions and conditions of the Deposit Agreement shall apply to Uncertificated ADSs to the same extent as to Certificated ADSs, except as contemplated by this Section 2.13. The Depositary is authorized and directed to take any and all actions and establish any and all procedures deemed reasonably necessary to give effect to the terms of this Section 2.13. Any references in the Deposit Agreement or any ADR(s) to the terms “American Depositary Share(s)” or “ADS(s)” shall, unless the context otherwise requires, include Certificated ADS(s) and Uncertificated ADS(s). Except as set forth in this Section 2.13 and except as required by applicable law, the Uncertificated ADSs shall be treated as ADSs issued and outstanding under the terms of the Deposit Agreement. In the event that, in determining the rights and obligations of parties hereto with respect to any Uncertificated ADSs, any conflict arises between (a) the terms of the Deposit Agreement (other than this Section 2.13) and (b) the terms of this Section 2.13, the terms and conditions set forth in this Section 2.13 shall be controlling and shall govern the rights and obligations of the parties to the Deposit Agreement pertaining to the Uncertificated ADSs.

  • Percentage Interests If the number of outstanding Partnership Units increases or decreases during a taxable year, each Partner’s Percentage Interest shall be adjusted by the General Partner effective as of the effective date of each such increase or decrease to a percentage equal to the number of Partnership Units held by such Partner divided by the aggregate number of Partnership Units outstanding after giving effect to such increase or decrease. If the Partners’ Percentage Interests are adjusted pursuant to this Section 4.6, the Profits and Losses for the taxable year in which the adjustment occurs shall be allocated between the part of the year ending on the day when the adjustment occurs and the part of the year beginning on the following day either (i) as if the taxable year had ended on the date of the adjustment or (ii) based on the number of days in each part. The General Partner, in its sole and absolute discretion, shall determine which method shall be used to allocate Profits and Losses for the taxable year in which the adjustment occurs. The allocation of Profits and Losses for the earlier part of the year shall be based on the Percentage Interests before adjustment, and the allocation of Profits and Losses for the later part shall be based on the adjusted Percentage Interests.

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

  • Certificate Distribution Account The Certificate Distribution Account shall be established as a non-interest bearing trust account pursuant to Section 4.1 of the Sale and Servicing Agreement. Funds on deposit in the Certificate Distribution Account shall be held uninvested. The Certificateholders shall possess all beneficial right, title and interest in and to all funds on deposit from time to time in the Certificate Distribution Account and all proceeds thereof. Except as otherwise provided herein, in the Indenture or in the Sale and Servicing Agreement, the Certificate Distribution Account shall be under the sole dominion and control of the Certificate Paying Agent for the benefit of the Certificateholders. If, at any time, the Certificate Distribution Account ceases to be an Eligible Account, the Servicer on behalf of the Issuer, shall, within ten (10) Business Days (or such longer period) after becoming aware of the fact, establish a new Certificate Distribution Account as an Eligible Account and shall direct the Certificate Paying Agent to transfer any cash then on deposit in the Certificate Distribution Account to such new Certificate Distribution Account.

  • Securities Owned by Issuer Deemed Not Outstanding In determining whether the Holders of the requisite aggregate principal amount of Outstanding Securities of any or all series have concurred in any direction, consent or waiver under this Indenture, Securities which are owned by the Issuer or any other obligor on the Securities with respect to which such determination is being made or by any person directly or indirectly controlling or controlled by or under direct or indirect common control with the Issuer or any other obligor on the Securities with respect to which such determination is being made shall be disregarded and deemed not to be Outstanding for the purpose of any such determination, except that for the purpose of determining whether the Trustee shall be protected in relying on any such direction, consent or waiver only Securities which a Responsible Officer of the Trustee actually knows are so owned shall be so disregarded. Securities so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Securities and that the pledgee is not the Issuer or any other obligor upon the Securities or any person directly or indirectly controlling or controlled by or under direct or indirect common control with the Issuer or any other obligor on the Securities. In case of a dispute as to such right, the advice of counsel shall be full protection in respect of any decision made by the Trustee in accordance with such advice. Upon request of the Trustee, the Issuer shall furnish to the Trustee promptly an Officers’ Certificate listing and identifying all Securities, if any, known by the Issuer to be owned or held by or for the account of any of the above-described persons; and, subject to Sections 5.01 and 5.02, the Trustee shall be entitled to accept such Officers’ Certificate as conclusive evidence of the facts therein set forth and of the fact that all Securities not listed therein are Outstanding for the purpose of any such determination.