Exchanges of Exchangeable REMIC Certificates and Exchangeable Certificates Sample Clauses

Exchanges of Exchangeable REMIC Certificates and Exchangeable Certificates. (a) The Exchangeable Certificate shall be exchangeable on the books of DTC for Exchangeable REMIC Certificates, and Exchangeable REMIC Certificates shall be exchangeable on the books of DTC for the Exchangeable Certificate, on and after the Closing Date, by notice to the Trustee substantially in the form of Exhibit O hereto or under the terms and conditions hereinafter set forth and otherwise in accordance with the procedures specified in this Agreement. (b) In the case of each Combination, Exchangeable REMIC Certificates in such Combination shall be exchangeable for the Exchangeable Certificate in respective Denominations, determined based on the proportion that the Maximum Original Class Balance of such Exchangeable REMIC Certificates bear to the Maximum Original Class Balances of the related Exchangeable Certificates, as set forth in Exhibit N hereto. Except as provided in Section 3.07 of this Agreement, upon any such exchange, the portions of the Exchangeable REMIC Certificates designated for exchange shall be deemed cancelled and replaced by the Exchangeable Certificate issued in exchange therefor. Correspondingly, Exchangeable Certificate related to a Combination may be further designated for exchange for Exchangeable REMIC Certificates in such Combination in respective Denominations determined based on the proportion that the Maximum Original Class Balance such Exchangeable REMIC Certificates bears to the Maximum Original Class Balance of the related Exchangeable Certificate, as set forth in Exhibit N hereto. There shall be no limitation on the number of exchanges authorized pursuant to this Section 4.06, and, except as provided below, no fee or other charge shall be payable to the Trustee or DTC in connection therewith. (c) In order to effect an exchange of Exchangeable REMIC Certificates or the Exchangeable Certificate, the Certificateholder shall notify the Trustee by e mail at xxxxxxxxxxxxxxx@xxxxxxxxxx.xxx no later than three Business Days before the proposed exchange date. The exchange date may be any Business Day other than the first or last Business Day of the month, subject to the Trustee’s approval. In addition, the Certificateholder must provide notice on the Certificateholder’s letterhead, which notice must carry a medallion stamp guarantee and set forth the following information: the CUSIP number of each Exchangeable REMIC Certificate or Exchangeable Certificate to be exchanged and Exchangeable REMIC Certificates or Exchangeable Certifi...
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Exchanges of Exchangeable REMIC Certificates and Exchangeable Certificates. (a) Exchangeable REMIC Certificates shall be exchangeable on the books of DTC for Exchangeable Certificates, and Exchangeable Certificates shall be exchangeable on the books of DTC for Exchangeable REMIC Certificates, after the Closing Date, by notice to the Trustee substantially in the form of Exhibit V hereto or, under the terms and conditions hereinafter set forth and otherwise in accordance with the procedures specified in this Agreement. (b) In the case of each Combination Group, Certificates of the Class of Exchangeable REMIC Certificates in such Combination Group shall be exchangeable for Certificates of the Class of Exchangeable Certificates related to such Combination Group in respective Denominations, determined based on the proportion that the Maximum Initial Class Certificate Balances or Maximum Initial Class Notional Amount of such Exchangeable REMIC Certificates (or, in the case of Exchangeable REMIC Combination 2, Exchangeable REMIC Combination 3, Exchangeable REMIC Combation 6, Exchangeable REMIC Combation 7, Exchangeable REMIC Combation 9, Exchangeable REMIC Combation 11, Exchangeable REMIC Combation 12, Exchangeable REMIC Combation 14, Exchangeable REMIC Combation 16, Exchangeable REMIC Combation 17 or Exchangeable REMIC Combination 19 and with respect to the Class 1-A-3, Class 1-A-3, Class 1-A-14, Class 1-A-14, Class 1-A-14, Class 2-A-3, Class 2-A-3, Class 2-A-3, Class 2-A-7, Class 2-A-10 or Class 2-A-10 Certificates, as applicable, 96.50%, 3.50%, 96.50%. 3.50%, 3.50%, 96.75%, 3.25%, 3.25%, 3.25%, 96.75% or 3.25%, respectively, of the Maximum Initial Class Notional Amount thereof), bear to the Maximum Initial Class Certificate Balances of the related Exchangeable Certificates, as set forth in Exhibit U hereto. Except as provided in Section 5.11 of this Agreement, upon any such exchange, the portions of the Exchangeable REMIC Certificates designated for exchange shall be deemed cancelled and replaced by the Exchangeable Certificates issued in exchange therefor. Correspondingly, Exchangeable Certificates related to a Combination Group may be further designated for exchange for Certificates of the Exchangeable REMIC Classes in such Combination Group in respective Denominations determined based on the proportion that the Maximum Initial Class Certificate Balances or Maximum Initial Class Notional Amount of such Exchangeable REMIC Certificates (or, in the case of Exchangeable REMIC Combination 2, Exchangeable REMIC Combination 3, Exchangeable...
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Related to Exchanges of Exchangeable REMIC Certificates and Exchangeable 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).

  • 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.

  • 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.

  • 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.

  • Certificate Legends The shares of NetRatings Common Stock to be issued pursuant to this Section 2.6 shall not have been registered and shall be characterized as "restricted securities" under the federal securities laws, and under such laws such shares may be resold without registration under the Securities Act, only in certain limited circumstances. Each certificate evidencing shares of NetRatings Common Stock to be issued pursuant to this Section 2.6 shall bear the following legend: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. SUCH SHARES MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION WITHOUT AN EXEMPTION UNDER THE SECURITIES ACT OR AN OPINION OF LEGAL COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED." and any legends required by state securities laws.

  • Trust Certificates and Transfer of Interests Section 3.01

  • Authentication of Trust Certificates On the Closing Date, the Owner Trustee shall cause the Trust Certificates to be executed on behalf of the Trust, authenticated and delivered to or upon the written order of the Depositor signed by the Depositor’s president, any vice president, secretary, treasurer or any assistant treasurer, without further company action by the Depositor. No Trust Certificate shall entitle a Certificateholder to any benefit under this Agreement or be valid for any purpose unless there shall appear on such Trust Certificate a certificate of authentication substantially in the form set forth in Exhibit A, executed by the Owner Trustee or the Certificate Registrar, as its authenticating agent, by manual signature; such authentication shall constitute conclusive evidence that such Trust Certificate shall have been duly authenticated and delivered hereunder. All Trust Certificates shall be dated the date of their authentication.

  • Non-Book Entry Certificate to Global Certificate If a holder of a Non-Book Entry Certificate that is a Private Certificate (other than any Risk Retention Certificate during the RR Interest Transfer Restriction Period, a Class S Certificate or a Class R Certificate) wishes at any time to exchange its interest in such Non-Book Entry Certificate for an interest in a Global Certificate of the same Class, or to transfer all or part of such Non-Book Entry Certificate to an institution that is entitled to take delivery thereof in the form of an interest in a Global Certificate, such holder may, subject to the rules and procedures of Euroclear or Clearstream, if applicable, and the Depository, cause the exchange of all or part of such Non-Book Entry Certificate for an equivalent beneficial interest in the appropriate Global Certificate of the same Class. Upon receipt by the Certificate Registrar, as registrar, at its office designated in Section 5.11 of this Agreement, of (1) such Non-Book Entry Certificate, duly endorsed as provided herein, (2) instructions from such holder directing the Certificate Registrar, as registrar, to credit, or cause to be credited, a beneficial interest in the applicable Global Certificate equal to the portion of the Certificate Balance of the Non-Book Entry Certificate to be exchanged, such instructions to contain information regarding the participant account with the Depository to be credited with such increase and (3) a certificate in the form of Exhibit I to this Agreement (in the event that the applicable Global Certificate is the Temporary Regulation S Global Certificate), in the form of Exhibit J to this Agreement (in the event that the applicable Global Certificate is the Regulation S Global Certificate) or in the form of Exhibit K to this Agreement (in the event that the applicable Global Certificate is the Rule 144A Global Certificate), then the Certificate Registrar, as registrar, shall cancel, or cause to be canceled, all or part of such Non-Book Entry Certificate, and shall, if applicable, direct the Certificate Administrator to execute, authenticate and deliver to the transferor a new Non-Book Entry Certificate equal to the aggregate Certificate Balance of the portion retained by such transferor and shall instruct the Depository to increase, or cause to be increased, such Global Certificate by the aggregate Certificate Balance of the portion of the Non-Book Entry Certificate to be exchanged and to credit, or cause to be credited, to the account of the institution specified in such instructions a beneficial interest in the applicable Global Certificate equal to the Certificate Balance of the portion of the Non-Book Entry Certificate so canceled.

  • Certificate Legend 18 Section 5.1 Legend...................................................19

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