Restricted certificates Sample Clauses

Restricted certificates. If any such representation in the preceding sentences is violated, or any attempt to transfer to a plan or arrangement subject to Section 406 of ERISA or a plan subject to Section 4975 of the Code, or a Person acting on behalf of any such plan or arrangement or using the assets of any such plan or arrangement, is made without the Opinion of Counsel, the attempted transfer or acquisition shall be void. Each beneficial owner of a Subordinated Certificate (other than a Class M-11 Certificate) or any interest therein shall be deemed to have represented, by virtue of its acquisition or holding of that certificate or interest therein, that either (i) it is not a Plan or investing with assets of a Plan, (ii) it has acquired and is holding such certificate in reliance on the Exemption, and that it understands that there are certain conditions to the availability of the Exemption, including that such certificate must be rated, at the time of purchase, not lower than “BBB-” (or its equivalent) by S&P, Fitch or ▇▇▇▇▇’▇, and such certificate is so rated, or (iii) (1) it is an insurance company, (2) the source of funds used to acquire or hold the certificate or interest therein is an “insurance company general account,” as such term is defined in PTCE 95-60, and (3) the conditions in Sections I and III of PTCE 95-60 have been satisfied. To the extent permitted under applicable law (including ERISA), the Trustee shall not be liable to any Person for any registration of transfer of any ERISA-Restricted Certificate that is in fact not permitted by this Section 5.02(b) or for making any payments due on such Certificate to the Holder thereof or taking any other action with respect to such Holder under this Agreement so long as the transfer was registered by the Trustee in accordance with the foregoing requirements.
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Restricted certificates. For issue of restricted certificates for service on near-coastal voyages, the Administration may omit the following subjects from those shown in the Appendix, bearing in mind the effect on the safety of all ships which may be operating in the same waters: (a) celestial navigation; (b) electronic systems of position fixing and navigation for waters not covered by such systems.
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Restricted certificates. (a) The Seller or an Affiliate thereof shall on the Closing Date purchase a Certificate representing a 19.00% Certificate Percentage Interest of the Certificate (the "Restricted Certificates") and shall thereafter retain beneficial and record ownership of the Restricted Certificates. The Owner Trustee shall cause the Restricted Certificates to contain a legend stating "THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT UPON SATISFACTION OF THE CONDITIONS IN SECTION 3.13(b) OF THE TRUST AGREEMENT." (b) The Restricted Certificates shall not be transferred by the Seller or any subsequent Holder unless (a) the applicable provisions of Section 3.05 are satisfied and (b) either (1) the Certificate Registrar receives an Opinion of Counsel to the effect that the transfer of the [NY01B:313787.4] 16069-00394 03/27/97 3:03pm 13 Restricted Certificates shall not cause the Owner Trust to be treated as a corporation for federal or state income tax purposes or (2) if such Restricted Certificates are to be transferred to a Person other than the Holder of all of the Certificates (other than the Restricted Certificates and the Designated Certificates) or an Affiliate of any such Holder, the Certificate Registrar receives the written consent to such transfer of the Restricted Certificates from each of the Holders of the Certificates which are not Restricted Certificates or Designated Certificates, and one of such Holders is not an Affiliate of the person transferring such Restricted Certificates. (c) Without the consent of the other Certificateholders, the Holder of any Restricted Certificate may enter into a contract with one or two third-parties, including the owner of any Certificate (other than the Designated Certificate), which shall provide that the cash flows otherwise payable to the Restricted Certificates of such Holder shall be paid to the third-party or third-parties. Such third-party or third-parties must satisfy the provisions of Section 3.05 as though it were to acquire a Certificate, including the execution of any documents required in connection therewith. Following the execution of such contract, the Holder of the Restricted Certificates shall provide such contract to the Owner Trustee and the Certificate Paying Agent, along with any documents required by Section 3.05, and the Owner Trustee and the Certificate Paying Agent shall pay to such third-party or third-parties directly any amounts received with respect to the Restricted Certificates. Notwithstanding the fo...
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Related to Restricted certificates

  • Trust Certificates and Transfer of Interests Section 3.01 [Reserved].

  • The Certificates The Certificates shall be substantially in the forms attached hereto as exhibits. The Certificates shall be issuable in registered form, in the minimum denominations, integral multiples in excess thereof (except that one Certificate in each Class may be issued in a different amount which must be in excess of the applicable minimum denomination) and aggregate denominations per Class set forth in the Preliminary Statement. Subject to Section 9.02 hereof respecting the final distribution on the Certificates, on each Distribution Date the Trustee shall make distributions to each Certificateholder of record on the preceding Record Date either (x) by wire transfer in immediately available funds to the account of such holder at a bank or other entity having appropriate facilities therefor, if (i) such Holder has so notified the Trustee at least five Business Days prior to the related Record Date and (ii) such Holder shall hold (A) a Notional Amount Certificate, (B) 100% of the Class Certificate Balance of any Class of Certificates or (C) Certificates of any Class with aggregate principal Denominations of not less than $1,000,000 or (y) by check mailed by first class mail to such Certificateholder at the address of such holder appearing in the Certificate Register. The Certificates shall be executed by manual or facsimile signature on behalf of the Trustee by an authorized officer. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures were affixed, authorized to sign on behalf of the Trustee shall bind the Trustee, notwithstanding that such individuals or any of them have ceased to be so authorized prior to the countersignature and delivery of such Certificates or did not hold such offices at the date of such Certificate. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless countersigned by the Trustee by manual signature, and such countersignature upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly executed and delivered hereunder. All Certificates shall be dated the date of their countersignature. On the Closing Date, the Trustee shall countersign the Certificates to be issued at the direction of the Depositor, or any affiliate thereof. The Depositor shall provide, or cause to be provided, to the Trustee on a continuous basis, an adequate inventory of Certificates to facilitate transfers.

  • Certificates and Transfer of Interests Section 4.01. Initial Ownership 12 Section 4.02. The Certificates 12 Section 4.03. Execution, Authentication and Delivery of Certificates 12 Section 4.04. Registration of Transfer and Exchange of Certificates 12 Section 4.05. Mutilated, Destroyed, Lost or Stolen Certificates 13 Section 4.06. Persons Deemed Owners 14 Section 4.07. Access to List of Certificateholders’ Names and Addresses 14 Section 4.08. Maintenance of Office or Agency 14 Section 4.09. Restrictions on Transfers of Certificates 14

  • Class R Certificates Subordinated Certificates.... Class M-1, Class M-2, Class M-3, Class B-1, Class B-2, Class B-3 and Class B-4 Certificates.

  • Transfer of Purchased Certificates (a) The Purchaser understands that the Purchased Certificates have not been registered under the Act, or any state securities laws and that no transfer may be made unless the Purchased Certificates are registered under the Act and under applicable state law or unless an exemption from registration is available. The Purchaser further understands that neither Washington Mutual nor the Trust is under any obligation to register the Purchased Certificates or make an exemption available. In the event that such a transfer is to be made within two years from the Closing Date without registration under the Act or applicable state securities laws, (i) the Trustee shall require, in order to assure compliance with such laws, that the Certificateholder's prospective transferee each certify to Washington Mutual, the Trustee and the Trust as to the factual basis for the registration or qualification exemption relied upon, and (ii) the Trustee or Washington Mutual may require an Opinion of Counsel that such transfer may be made pursuant to an exemption from the Act and state securities laws, which Opinion of Counsel shall not be an expense of the Trust, the Trustee or Washington Mutual. Any such Certificateholder desiring to effect such transfer shall, and does hereby agree to, indemnify the Trust, the Trustee and Washington Mutual against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. (b) No transfer of a Purchased Certificate shall be made unless the transferee provides Washington Mutual and the Trustee with (i) a Transferee's Agreement, substantially in the form of this Agreement, (ii) an affidavit substantially in the form of Exhibit N to the Pooling Agreement and (iii) if so indicated in such affidavit, a Benefit Plan Opinion (as defined in Section 1.01 of the Pooling Agreement).