Exchanges of Exchangeable Groups of Certificates Sample Clauses

Exchanges of Exchangeable Groups of Certificates. (a) The Grantor Trust shall be maintained by the Certificate Administrator, on behalf of the Trustee, in part for the benefit of the Holders of the VRR Interest, the respective Classes of the Class V-2 Certificates and the respective Classes of the Class V-3 Certificates. At all times, the VRR Interest shall represent beneficial ownership interests in the VRR Interest Percentage of the VRR Specific Grantor Trust Assets. At all times, the Class V-2 Certificates shall collectively represent beneficial ownership interests in the Class V-2 Percentage of the VRR Specific Grantor Trust Assets. At all times, the Class V-3 Certificates shall collectively represent beneficial ownership interests in the Class V-3 Percentage of the VRR Specific Grantor Trust Assets. (b) On the Closing Date, the Grantor Trust shall initially issue the VRR Interest on the Closing Date with the respective aggregate initial Certificate Balance set forth for such Class in the Preliminary Statement. In addition, on the Closing Date, pursuant to the VRR Interest Purchase Agreement, CGMRC is purchasing $22,556,995 of the VRR Interest for cash from the Depositor, NREC is purchasing $5,575,671 of the VRR Interest for cash from CGMRC, and PCC is purchasing $4,827,664 of the VRR Interest for cash from CGMRC, with CGMRC to retain the remaining $12,153,660 of the VRR Interest. On the Closing Date, the $12,153,660 of the VRR Interest that is being retained by CGMRC will be exchanged pursuant to this Section 5.13 for Class V-2 Certificates in the principal amounts set forth below: Class V-2A $9,373,502 Class V-2B $546,913 Class V-2C $577,298 Class V-2D $698,839 Class V-2E $957,108 On the Closing Date, the $5,575,671 of the VRR Interest that is being acquired by NREC will be exchanged pursuant to this Section 5.13 for Class V-2 Certificates in the principal amounts set forth below: Class V-2A $4,300,236 Class V-2B $250,903 Class V-2C $264,843 Class V-2D $320,602 Class V-2E $439,087 On the Closing Date, the $4,827,664 of the VRR Interest that is being acquired by PCC will be exchanged pursuant to this Section 5.13 for Class V-3 Certificates in the principal amounts set forth below: Class V-3AB $3,940,578 Class V-3C $229,313 Class V-3D $277,592 Class V-3E $380,181 (c) Following the Closing Date and subject to the conditions set forth in Section 5.13(d), any Holder of Certificates constituting a portion of the VRR Interest may exchange some or all of those Certificates for Class V-2 Certificates with th...
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Exchanges of Exchangeable Groups of Certificates. (a) The Grantor Trust shall be maintained by the Certificate Administrator, on behalf of the Trustee, in part for the benefit of the Holders of the Certificates (other than the Class R Certificates). The assets of the Grantor Trust held for the benefit of the Holders of the Certificates (other than the Class R Certificates) shall consist of the Regular Interests. The Regular Interests shall be held by the Certificate Administrator for the benefit of the Trustee. At all times, each Regular Certificate shall represent beneficial ownership interests in the related Class Percentage Interest of the related Regular Interest, in each case, with the corresponding alphabetical and numerical designation. At all times, the Class V-ABC Certificates shall represent beneficial ownership interests in the Class V-ABC Percentage Interest of the Class A, Class B, Class C and Class X Regular Interests. At all times, the Class V-D Certificates shall represent beneficial ownership interests in the Class V-D Percentage Interest of the Class D Regular Interests. At all times, the Class V-E Certificates shall represent beneficial ownership interests in the Class V-E Percentage Interest of the Class E Regular Interests. At all times, the Class V-F Certificates shall represent beneficial ownership interests in the Class V-F Percentage Interest of the Class F Regular Interests. At all times, the Class V2 Certificates shall represent beneficial ownership interests in the Class V2 Percentage Interest of the Regular Interests. (b) On the Closing Date, the Grantor Trust shall issue the several Classes of Certificates (other than the Class R Certificates). Each Class of Certificates (other than the Class R Certificates) shall be initially issued on the Closing Date with the respective aggregate Initial Certificate Balance or Initial Notional Amount, as applicable, set forth for such Class in the Introductory Statement. (c) Following the Closing Date and subject to the conditions set forth in Section 5.8(d), if a Certificateholder holds a uniform Tranche Percentage Interest in an Exchangeable Group of Certificates, then such Exchangeable Group of Certificates may be exchanged on the books of the Depository for the same Tranche Percentage Interest in any other Exchangeable Group of Certificates as the Certificates to be surrendered. The Certificate(s) identified in the table below under “Exchangeable Group 1”, “Exchangeable Group 2” and “Exchangeable Group 3” are each an “Exchangeable Grou...
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Related to Exchanges of Exchangeable Groups of Certificates

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

  • All Other Transfers and Exchanges of Beneficial Interests in Global Notes In connection with all transfers and exchanges of beneficial interests that are not subject to Section 2.06(b)(1) above, the transferor of such beneficial interest must deliver to the Registrar either: (A) both: (i) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to credit or cause to be credited a beneficial interest in another Global Note in an amount equal to the beneficial interest to be transferred or exchanged; and (ii) instructions given in accordance with the Applicable Procedures containing information regarding the Participant account to be credited with such increase; or (B) both: (i) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to cause to be issued a Definitive Note in an amount equal to the beneficial interest to be transferred or exchanged; and (ii) instructions given by the Depositary to the Registrar containing information regarding the Person in whose name such Definitive Note shall be registered to effect the transfer or exchange referred to in (1) above; provided that in no event shall Definitive Notes be issued upon the transfer or exchange of beneficial interests in the Regulation S Temporary Global Note prior to (A) the expiration of the Restricted Period and (B) the receipt by the Registrar of any certificates required pursuant to Rule 903 under the Securities Act. Upon consummation of an Exchange Offer by the Company in accordance with Section 2.06(f) hereof, the requirements of this Section 2.06(b)(2) shall be deemed to have been satisfied upon receipt by the Registrar of the instructions contained in the Letter of Transmittal delivered by the Holder of such beneficial interests in the Restricted Global Notes. Upon satisfaction of all of the requirements for transfer or exchange of beneficial interests in Global Notes contained in this Indenture and the Notes or otherwise applicable under the Securities Act, the Trustee shall adjust the principal amount of the relevant Global Note(s) pursuant to Section 2.06(h) hereof.

  • SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note, have been made:

  • Authentication of Certificates Concurrently with the initial sale of the Receivables to the Trust pursuant to the Sale and Servicing Agreement, the Owner Trustee shall cause the Certificates to be executed on behalf of the Trust, authenticated and delivered to or upon the written order of the Depositor, signed by its president, any vice president, any assistant vice president, its treasurer, any assistant treasurer, its secretary or any assistant secretary, without further limited liability company action by the Depositor. No Certificate shall entitle its Holder to any benefit under this Trust Agreement, or shall be valid for any purpose, unless there shall appear on such Certificate a certificate of authentication substantially in the form set forth in Exhibit A executed by the Owner Trustee by manual signature, which authentication shall constitute conclusive evidence that such Certificate shall have been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Upon issuance, authentication and delivery pursuant to the terms hereof, the Certificates will be entitled to the benefits of this Trust Agreement.

  • Exchanges of Securities Upon receipt of Proper Instructions, the Custodian shall exchange securities held by it for the account of a Portfolio for other securities in connection with any reorganization, recapitalization, split-up of shares, change of par value, conversion or other event relating to the securities or the issuer of such securities, and shall deposit any such securities in accordance with the terms of any reorganization or protective plan. The Custodian shall, without receiving Proper Instructions: surrender securities in temporary form for definitive securities; surrender securities for transfer into the name of the Custodian, a Portfolio or a nominee of either of them, as permitted by Section 2.02(b); and surrender securities for a different number of certificates or instruments representing the same number of shares or same principal amount of indebtedness, provided that the securities to be issued will be delivered to the Custodian or a nominee of the Custodian.

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

  • Note Legend The Note shall bear the following legend: "THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO SCIENCE DYNAMICS CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED."

  • DISTRIBUTIONS IN RESPECT OF CERTIFICATES PAYMENTS TO CERTIFICATEHOLDERS;

  • 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.

  • Treatment of Holders of Warrant Certificates The Company, the Warrant Agent and all other persons may treat the registered holder of a Warrant Certificate as the absolute owner thereof for any purpose and as the person entitled to exercise the rights represented by the Warrants evidenced thereby, any notice to the contrary notwithstanding.

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