Issuance of Trust Certificates. (a) The parties confirm and acknowledge that, in connection with the execution and delivery of the Third Amended and Restated Trust Agreement, the trust certificate owned by FIA under the Second Amended and Restated Trust Agreement was presented by FIA to the Trust with a request to register transfer to the Beneficiary. Upon the execution and delivery of the Third Amended and Restated Trust Agreement, the Owner Trustee on behalf of the Trust registered that transfer and issued and delivered to the Beneficiary a certificate of beneficial ownership of the Trust Estate substantially in the form of Exhibit A to the Third Amended and Restated Trust Agreement (the “Prior Trust Certificate”) evidencing the Beneficiary’s beneficial interest in the Trust. Upon the execution and delivery of this Agreement, the Beneficiary will exchange the Prior Trust Certificate for, and the Trust will replace the Prior Trust Certificate with, a reissued certificate of beneficial ownership of the Trust Estate substantially in the form of Exhibit A hereto (the “Trust Certificate”) evidencing the Beneficiary's continued beneficial interest (the “Ownership Interest”) in the Trust. The Beneficiary, in its capacity as the holder of the Trust Certificate, (i) continues to be the sole beneficial owner of the Trust and (ii) shall be bound by the provisions of this Agreement.
(b) In connection with the issuance described in Section 10.01(a), the Owner Trustee caused a single Trust Certificate to be executed on behalf of the Trust, authenticated and delivered to or upon the written order of the Beneficiary, signed by any Vice President or more senior officer of the Beneficiary, without further corporate action by the Beneficiary. The Trust Certificate does not entitle its holder to any benefit under this Agreement, or be valid for any purpose, unless there shall appear on the Trust Certificate a certificate of authentication substantially in the form set forth in Exhibit A, executed by the Owner Trustee or the Owner Trustee’s authentication agent, by manual signature; such authentication shall constitute conclusive evidence that the Trust Certificate shall have been duly authenticated and delivered hereunder. A Trust Certificate bearing the manual signature of an individual who was, at the time when such signature was affixed, an authorized officer will bind the Trust, notwithstanding that such individual has ceased to be so authorized prior to the delivery of such Trust Certificate. The Tru...
Issuance of Trust Certificates. (a) The parties confirm and acknowledge that, in connection with the execution and delivery of this Agreement, the trust certificate owned by Discover Bank under the Original Trust Agreement has been presented by Discover Bank to the Note Issuance Trust with a request to register transfer to the Beneficiary. Upon execution and delivery of this Agreement, the Owner Trustee on behalf of the Note Issuance Trust will issue and deliver to the Beneficiary a certificate of beneficial ownership of the Trust Estate substantially in the form of Exhibit A hereto (the “Trust Certificate”) evidencing the Beneficiary’s Beneficial Interest in the Note Issuance Trust. The Beneficiary, in its capacity as the holder of the Trust Certificate, (i) shall be the sole beneficial owner of the Note Issuance Trust and (ii) shall be bound by the provisions of this Agreement.
(b) The Beneficiary will be entitled to all rights provided to it under this Agreement and in the Trust Certificate and will be subject to the terms and conditions contained in this Agreement and in the Trust Certificate.
(c) The Owner Trustee will maintain at its office referred to in Section 2.08, or at the office of any agent appointed by it and approved in writing by the Beneficiary, a register for the registration of the Trust Certificate. Such register will show the name and address of the holder of the Trust Certificate, and the Owner Trustee will treat such register as definitive and binding for all purposes hereunder.
(d) When the Trust Certificate is duly executed and issued by the Note Issuance Trust and duly authenticated by the Owner Trustee in accordance with this Agreement, the Trust Certificate will be fully paid, validly issued, non-assessable and entitled to the benefits of this Agreement.
Issuance of Trust Certificates. The Trustee acknowledges the transfer, delivery and assignment to it of the Underlying Certificates, together with the assignment to it of all other assets included in the Trust Fund, and declares that it holds and will hold the Underlying Certificates and all other assets included in the Trust Fund in trust for the benefit of all present and future Certificateholders. Concurrently with such transfer and delivery, the Trustee has duly executed, authenticated and delivered, to or upon the order of the Company, the Trust Certificates in authorized denominations, registered in such names as the Company has requested, and such Trust Certificates evidence the beneficial interest in the entire REMIC.
Issuance of Trust Certificates. Upon the sale from time to time of any of the Trust Certificates, an amount equal to the principal amount of the Trust Certificates so sold shall, forthwith upon the issuance thereof, be deposited in cash with the Trustee.
Issuance of Trust Certificates. Upon receipt from a Transferor or a holder of a Trust Certificate of one or more certificates for shares of Voting Stock, in proper form and upon receipt from the Corporation (or any other issuer of Voting Stock) of one or more certificates for shares of Voting Stock, the Trustees shall issue to such Transferor, such holder, or other such person entitled thereto one or more trust certificates evidencing shares of beneficial interest in the Voting Trust equal to the number of shares of such Voting Stock received by the Trustees (the “Trust Certificates”). Trust Certificates may, in the discretion of the Trustees, be issued in certificated or uncertificated form. If a Trust Certificate is issued in certificated form, such Trust Certificate shall be in the form of Exhibit 2.2 attached hereto or such other form as the Trustees from time to time may approve and may be signed by, and shall be deemed to be validly issued if signed by, any one or more of the Trustees. If a Trust Certificate is issued in uncertificated form, the Trustees shall, upon reasonable request of the Trust Certificate holder, provide such holder with a statement that includes the information set forth in Exhibit 2.2. In addition, the Trustees, in their sole discretion, may issue new or additional Trust Certificates to the owners of shares of beneficial interest in the Voting Trust to reflect any change in the number of the “Subject Shares” (as defined in Section 10.2, below) or the proportionate interest of any owner of one or more shares of beneficial interest in the Voting Trust.
Issuance of Trust Certificates. 5.1 Upon confirmation by the Mandated Dealer (as defined in the Dealer Agreement) to the relevant Trustee and the IsDB of the terms of a Tranche of Trust Certificates, the relevant Trustee shall, as soon as reasonably practicable but in any event, not later than 5.00 p.m. (London time) on the third Business Day prior to the proposed Issue Date, confirm by fax or by email to the Principal Paying Agent, all such information as the Principal Paying Agent may reasonably require to carry out its functions under this Agreement and in particular, whether customary eurobond or medium-term note settlement and payment procedures will apply to the relevant Tranche and (if medium term note settlement and payment procedures are to apply) the account of the relevant Trustee to which payment should be made.
5.2 Upon the conclusion of any Relevant Agreement (as defined in the Dealer Agreement), the relevant Trustee shall, as soon as practicable but in any event, not later than 12.00 p.m. (London time) on the Business Day prior to the proposed Issue Date:
Issuance of Trust Certificates. The Trustee acknowledges the transfer, delivery and assignment to it of the Underlying Certificates, together with the assignment to it of all other assets included in the Trust Fund, and declares that it holds and will hold the Underlying Certificates and all other assets included in the Trust Fund in trust for the benefit of all present and future Certificateholders. Concurrently with such transfer and delivery, the Trustee has duly executed, authenticated and delivered, to or upon the order of the Depositor, the Trust Certificates in authorized denominations, and registered in such names as the Depositor has requested.
Issuance of Trust Certificates. 25 Section 10.02. Beneficial Interest; Prohibitions on Transfer............................................. 26 Section 10.03. Lost or Destroyed Trust Certificate....................................................... 27 ARTICLE XI COMPENSATION OF TRUSTEE BANK AND INDEMNIFICATION
Issuance of Trust Certificates. In exchange for the certificates ------------------------------- evidencing the Shares delivered by each Stockholder hereunder, the Trustees shall issue and deliver to each Stockholder a Trust certificate (the "Trust Certificate") or certificates, substantially in the form attached hereto as Exhibit B, representing, in the aggregate, the number of Shares deposited by that Stockholder. Trust Certificates shall evidence the Stockholder's beneficial interest in the Trust and the Shares deposited with the Trustees in accordance herewith. The holder of a Trust Certificate shall have all rights of a holder of the Shares represented by the Trust Certificate except as otherwise provided herein.
Issuance of Trust Certificates. (a) Promptly following the execution and delivery of this Agreement, the Trustee will issue and deliver to each Beneficiary a certificate of beneficial ownership of the Trust Estate substantially in the form of Exhibit A hereto (each, a "Trust Certificate") evidencing such Beneficiary's respective ownership interests (the "Ownership Interests") in the Trust.
(b) Each Trust Certificate will be executed by manual signature on behalf of the Trustee by an authorized officer. A Trust Certificate bearing the manual signature of an individual who was, at the time when such signature was affixed, an authorized officer will bind the Trust, notwithstanding that such individual has ceased to be so authorized before the delivery of such Trust Certificate. Each Trust Certificate will be dated the date of its execution.
