Signature Guaranteed. NOTICE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatever. Such signature must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation in STAMP or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUING ENTITY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS 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. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. REGISTERED $__________ No.: ____ CUSIP No.: _____ WORLD OMNI AUTO RECEIVABLES TRUST 2019-C, a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuing Entity”), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of ___________ DOLLARS payable on each Payment Date in an amount equal to the result obtained by multiplying (i) a fraction the numerator of which is $______ and the denominator of which is $80,300,000 by (ii) the aggregate amount, if any, payable from the Note Distribution Account in respect of principal on the Class A-4 Notes pursuant to Section 3.01 of the Indenture dated as of November 14, 2019 (the “Indenture”), between the Issuing Entity and MUFG Union Bank, N.A., as Indenture Trustee (the “Indenture Trustee”); provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of the December 2025 Payment Date (the “Class A-4 Final Scheduled Payment Date”) and the Redemption Date, if any, pursuant to Section 10.01 of the Indenture. Generally, no payments of principal of the Class A-4 Notes shall be made until the Class A-1 Notes, Class A-2 Notes and Class A-3 Notes have been paid in full. Capitalized terms used but not defined herein are defined in Article I of the Indenture, which also contains rules as to construction that shall be applicable herein. BY ACQUIRING A CLASS A-4 NOTE, EACH INITIAL PURCHASER, TRANSFEREE AND OWNER OF A BENEFICIAL INTEREST IN SUCH NOTE WILL BE DEEMED TO REPRESENT THAT EITHER (1) IT IS NOT AND WILL NOT BE AND IS NOT ACTING ON BEHALF OF OR ACQUIRING THE NOTES WITH THE ASSETS OF ANY PERSON THAT IS OR WILL BE (i) AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) THAT IS SUBJECT TO TITLE I OF ERISA, (ii) A “PLAN” DESCRIBED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) THAT IS SUBJECT TO SECTION 4975 OF THE CODE, (iii) ANY ENTITY OR ACCOUNT WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” (WITHIN THE MEANING OF THE DEPARTMENT OF LABOR REGULATION LOCATED AT 29 C.F.R. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) OR (iv) ANY U.S. GOVERNMENTAL PLAN, NON-U.S. PLAN, CHURCH PLAN OR ANY OTHER EMPLOYEE BENEFIT PLAN, ACCOUNT OR ARRANGEMENT THAT IS SUBJECT TO ANY U.S. FEDERAL, STATE, LOCAL OR NON-U.S. LAW THAT IS SUBSTANTIALLY SIMILAR TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”) OR (2) ITS ACQUISITION AND HOLDING OF THE CLASS A-4 NOTES (OR ANY INTEREST THEREIN) WILL NOT GIVE RISE TO A NONEXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION OF SIMILAR LAW. The Issuing Entity will pay interest on this Note at the rate per annum shown above on each Payment Date until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date), subject to certain limitations contained in the last sentence of Section 3.01 of the Indenture. Interest on this Note will accrue for each Payment Date from and including the 15th day of the preceding calendar month (or, for the initial interest accrual period, from and including the Closing Date) to but excluding the 15th day of the current calendar month. Interest will be computed on the basis of a 360-day year of twelve 30-day months. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuing Entity with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture, or be valid or obligatory for any purpose.
Appears in 2 contracts
Samples: Indenture (World Omni Auto Receivables Trust 2019-C), Indenture (World Omni Auto Receivables Trust 2019-C)
Signature Guaranteed. NOTICE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatever. Such signature must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation in STAMP or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. [FORM OF CLASS A-4 NOTE] UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUING ENTITY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS 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. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. REGISTERED $__________ $ No.: ____ CUSIP No.: _____ WORLD OMNI AUTO RECEIVABLES TRUST 20192020-CA, a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuing Entity”), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of ___________ DOLLARS payable on each Payment Date in an amount equal to the result obtained by multiplying (i) a fraction the numerator of which is $______ and the denominator of which is $80,300,000 76,910,000 by (ii) the aggregate amount, if any, payable from the Note Distribution Account in respect of principal on the Class A-4 Notes pursuant to Section 3.01 of the Indenture dated as of November 14March 11, 2019 2020 (the “Indenture”), between the Issuing Entity and MUFG Union Bank, N.A.U.S. Bank National Association, as Indenture Trustee (the “Indenture Trustee”); provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of the December November 2025 Payment Date (the “Class A-4 Final Scheduled Payment Date”) and the Redemption Date, if any, pursuant to Section 10.01 of the Indenture. Generally, no payments of principal of the Class A-4 Notes shall be made until the Class A-1 Notes, Class A-2 Notes and Class A-3 Notes have been paid in full. Capitalized terms used but not defined herein are defined in Article I of the Indenture, which also contains rules as to construction that shall be applicable herein. BY ACQUIRING A CLASS A-4 NOTE, EACH INITIAL PURCHASER, TRANSFEREE AND OWNER OF A BENEFICIAL INTEREST IN SUCH NOTE WILL BE DEEMED TO REPRESENT THAT EITHER (1) IT IS NOT AND WILL NOT BE AND IS NOT ACTING ON BEHALF OF OR ACQUIRING THE NOTES WITH THE ASSETS OF ANY PERSON THAT IS OR WILL BE (i) AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) THAT IS SUBJECT TO TITLE I OF ERISA, (ii) A “PLAN” DESCRIBED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) THAT IS SUBJECT TO SECTION 4975 OF THE CODE, (iii) ANY ENTITY OR ACCOUNT WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” (WITHIN THE MEANING OF THE DEPARTMENT OF LABOR REGULATION LOCATED AT 29 C.F.R. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) OR (iv) ANY U.S. GOVERNMENTAL PLAN, NON-U.S. PLAN, CHURCH PLAN OR ANY OTHER EMPLOYEE BENEFIT PLAN, ACCOUNT OR ARRANGEMENT THAT IS SUBJECT TO ANY U.S. FEDERAL, STATE, LOCAL OR NON-U.S. LAW THAT IS SUBSTANTIALLY SIMILAR TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”) OR (2) ITS ACQUISITION AND HOLDING OF THE CLASS A-4 NOTES (OR ANY INTEREST THEREIN) WILL NOT GIVE RISE TO A NONEXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION OF SIMILAR LAW. The Issuing Entity will pay interest on this Note at the rate per annum shown above on each Payment Date until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date), subject to certain limitations contained in the last sentence of Section 3.01 of the Indenture. Interest on this Note will accrue for each Payment Date from and including the 15th day of the preceding calendar month (or, for the initial interest accrual period, from and including the Closing Date) to but excluding the 15th day of the current calendar month. Interest will be computed on the basis of a 360-day year of twelve 30-day months. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuing Entity with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture, or be valid or obligatory for any purpose.
Appears in 2 contracts
Samples: Indenture (World Omni Auto Receivables Trust 2020-A), Indenture (World Omni Auto Receivables Trust 2020-A)
Signature Guaranteed. NOTICE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatever. Such signature must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation in STAMP or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUING ENTITY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS 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. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. REGISTERED $__________ No.: ____ CUSIP No.: _____ WORLD OMNI AUTO RECEIVABLES TRUST 2019-C, a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuing Entity”), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of ___________ DOLLARS payable on each Payment Date in an amount equal to the result obtained by multiplying (i) a fraction the numerator of which is $________ and the denominator of which is $80,300,000 32,400,000 by (ii) the aggregate amount, if any, payable from the Note Distribution Account in respect of principal on the Class A-4 B Notes pursuant to Section 3.01 of the Indenture dated as of November 14, 2019 (the “Indenture”), between the Issuing Entity and MUFG Union Bank, N.A., as Indenture Trustee (the “Indenture Trustee”); provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of the December 2025 Payment Date (the “Class A-4 B Final Scheduled Payment Date”) and the Redemption Date, if any, pursuant to Section 10.01 of the Indenture. Generally, no payments of principal of the Class A-4 B Notes shall be made until the Class A-1 Notes, Class A-2 Notes, Class A-3 Notes and Class A-3 A-4 Notes have been paid in full. Capitalized terms used but not defined herein are defined in Article I of the Indenture, which also contains rules as to construction that shall be applicable herein. BY ACQUIRING A CLASS A-4 B NOTE, EACH INITIAL PURCHASER, TRANSFEREE AND OWNER OF A BENEFICIAL INTEREST IN SUCH NOTE WILL BE DEEMED TO REPRESENT THAT EITHER (1) IT IS NOT AND WILL NOT BE AND IS NOT ACTING ON BEHALF OF OR ACQUIRING THE NOTES WITH THE ASSETS OF ANY PERSON THAT IS OR WILL BE (i) AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) THAT IS SUBJECT TO TITLE I OF ERISA, (ii) A “PLAN” DESCRIBED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) THAT IS SUBJECT TO SECTION 4975 OF THE CODE, (iii) ANY ENTITY OR ACCOUNT WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” (WITHIN THE MEANING OF THE DEPARTMENT OF LABOR REGULATION LOCATED AT 29 C.F.R. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) OR (iv) ANY U.S. GOVERNMENTAL PLAN, NON-U.S. PLAN, CHURCH PLAN OR ANY OTHER EMPLOYEE BENEFIT PLAN, ACCOUNT OR ARRANGEMENT THAT IS SUBJECT TO ANY U.S. FEDERAL, STATE, LOCAL OR NON-U.S. LAW THAT IS SUBSTANTIALLY SIMILAR TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”) OR (2) ITS ACQUISITION AND HOLDING OF THE CLASS A-4 B NOTES (OR ANY INTEREST THEREIN) WILL NOT GIVE RISE TO A NONEXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION OF SIMILAR LAW. The Issuing Entity will pay interest on this Note at the rate per annum shown above on each Payment Date until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date), subject to certain limitations contained in the last sentence of Section 3.01 of the Indenture. Interest on this Note will accrue for each Payment Date from and including the 15th day of the preceding calendar month (or, for the initial interest accrual period, from and including the Closing Date) to but excluding the 15th day of the current calendar month. Interest will be computed on the basis of a 360-day year of twelve 30-day months. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuing Entity with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture, or be valid or obligatory for any purpose.
Appears in 2 contracts
Samples: Indenture (World Omni Auto Receivables Trust 2019-C), Indenture (World Omni Auto Receivables Trust 2019-C)
Signature Guaranteed. NOTICE: Signatures must be guaranteed by a member or participant in the Securities Transfer Agent Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchange Medallion Program. The undersigned hereby certifies that (1) the Rights evidenced by this Right Certificate are not beneficially owned by nor are they being exercised on behalf of an Acquiring Person, an Interested Stockholder or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement); and (2) after due inquiry and to the best of the knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Right Certificate from any Person who is or was an Acquiring Person, an Interested Stockholder, or an Affiliate or Associate thereof. Signature The signature in the Form of Assignment or Form of Election to this assignment Purchase, as the case may be, must correspond with conform to the name of the registered owner as it appears on written upon the face of the within Note this Right Certificate in every particular, without alteration, alteration or enlargement or any change whateverwhatsoever. Such signature must be guaranteed by an “eligible guarantor institution” meeting In the requirements event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Note RegistrarRights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. EXHIBIT C TO RIGHTS AGREEMENT On November 21, which requirements include membership or participation in STAMP or such other 2008, the Board of Directors of AVIGEN, INC., a Delaware corporation (the “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTCCompany”), TO THE ISSUING ENTITY OR ITS AGENT FOR REGISTRATION OF TRANSFERdeclared a dividend of one preferred share purchase right (a “Right”) for each outstanding share of common stock, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC par value $0.001 per share (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS 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. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. REGISTERED $__________ No.: ____ CUSIP No.: _____ WORLD OMNI AUTO RECEIVABLES TRUST 2019-C, a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuing EntityCommon Shares”), for value receivedof the Company. The dividend is effective as of the close of business on December 1, hereby promises to pay to Cede & Co., or registered assigns, 2008 (the principal sum of ___________ DOLLARS payable on each Payment Date in an amount equal “Record Date”) with respect to the result obtained by multiplying (i) a fraction stockholders of record on that date. The Rights will also attach to new Common Shares issued after the numerator of which is $______ and Record Date. Each Right entitles the denominator of which is $80,300,000 by (ii) the aggregate amount, if any, payable registered holder to purchase from the Note Distribution Account in respect Company one one-hundredth of principal on a share of Series A Junior Participating Preferred Stock, par value $0.001 per share (the Class A-4 Notes pursuant to Section 3.01 “Preferred Shares”), of the Indenture Company at a price of $8.00 per one one-hundredth of a Preferred Share (the “Purchase Price”), subject to adjustment. Each Preferred Share is designed to be the economic equivalent of one hundred (100) Common Shares. The description and terms of the Rights are set forth in a Rights Agreement dated as of November 1421, 2019 2008 (the “IndentureRights Agreement”), between the Issuing Entity Company and MUFG Union Bank, N.A., as Indenture Trustee American Stock Transfer & Trust Co. LLC (the “Indenture TrusteeRights Agent”); provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of the December 2025 Payment Date (the “Class A-4 Final Scheduled Payment Date”) and the Redemption Date, if any, pursuant to Section 10.01 of the Indenture. Generally, no payments of principal of the Class A-4 Notes shall be made until the Class A-1 Notes, Class A-2 Notes and Class A-3 Notes have been paid in full. Capitalized terms used but not defined herein are defined in Article I of the Indenture, which also contains rules as to construction that shall be applicable herein. BY ACQUIRING A CLASS A-4 NOTE, EACH INITIAL PURCHASER, TRANSFEREE AND OWNER OF A BENEFICIAL INTEREST IN SUCH NOTE WILL BE DEEMED TO REPRESENT THAT EITHER (1) IT IS NOT AND WILL NOT BE AND IS NOT ACTING ON BEHALF OF OR ACQUIRING THE NOTES WITH THE ASSETS OF ANY PERSON THAT IS OR WILL BE (i) AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) THAT IS SUBJECT TO TITLE I OF ERISA, (ii) A “PLAN” DESCRIBED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) THAT IS SUBJECT TO SECTION 4975 OF THE CODE, (iii) ANY ENTITY OR ACCOUNT WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” (WITHIN THE MEANING OF THE DEPARTMENT OF LABOR REGULATION LOCATED AT 29 C.F.R. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) OR (iv) ANY U.S. GOVERNMENTAL PLAN, NON-U.S. PLAN, CHURCH PLAN OR ANY OTHER EMPLOYEE BENEFIT PLAN, ACCOUNT OR ARRANGEMENT THAT IS SUBJECT TO ANY U.S. FEDERAL, STATE, LOCAL OR NON-U.S. LAW THAT IS SUBSTANTIALLY SIMILAR TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”) OR (2) ITS ACQUISITION AND HOLDING OF THE CLASS A-4 NOTES (OR ANY INTEREST THEREIN) WILL NOT GIVE RISE TO A NONEXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION OF SIMILAR LAW. The Issuing Entity will pay interest on this Note at the rate per annum shown above on each Payment Date until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date), subject to certain limitations contained in the last sentence of Section 3.01 of the Indenture. Interest on this Note will accrue for each Payment Date from and including the 15th day of the preceding calendar month (or, for the initial interest accrual period, from and including the Closing Date) to but excluding the 15th day of the current calendar month. Interest will be computed on the basis of a 360-day year of twelve 30-day months. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuing Entity with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture, or be valid or obligatory for any purpose.
Appears in 2 contracts
Samples: Rights Agreement (Avigen Inc \De), Rights Agreement (Avigen Inc \De)
Signature Guaranteed. NOTICE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatever. Such signature must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation in STAMP or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUING ENTITY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS 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. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. REGISTERED $____________ No.: ____ CUSIP No.: ______ WORLD OMNI AUTO RECEIVABLES TRUST 20192021-CD, a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuing Entity”), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of ___________ DOLLARS payable on each Payment Date in an amount equal to the result obtained by multiplying (i) a fraction the numerator of which is $________ and the denominator of which is $80,300,000 387,400,000 by (ii) the aggregate amount, if any, payable from the Note Distribution Account in respect of principal on the Class A-4 A-3 Notes pursuant to Section 3.01 of the Indenture dated as of November 143, 2019 2021 (the “Indenture”), between the Issuing Entity and MUFG Union Bank, N.A.U.S. Bank National Association, as Indenture Trustee (the “Indenture Trustee”); provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of the December 2025 October 2026 Payment Date (the “Class A-4 A-3 Final Scheduled Payment Date”) and the Redemption Date, if any, pursuant to Section 10.01 of the Indenture. Generally, no payments of principal of the Class A-4 A-3 Notes shall be made until the Class A-1 Notes, and Class A-2 Notes and Class A-3 Notes have been paid in full. Capitalized terms used but not defined herein are defined in Article I of the Indenture, which also contains rules as to construction that shall be applicable herein. BY ACQUIRING A CLASS A-4 A-3 NOTE, EACH INITIAL PURCHASER, TRANSFEREE AND OWNER OF A BENEFICIAL INTEREST IN SUCH NOTE WILL BE DEEMED TO REPRESENT THAT EITHER (1) IT IS NOT AND WILL NOT BE AND IS NOT ACTING ON BEHALF OF OR ACQUIRING THE NOTES WITH THE ASSETS OF ANY PERSON THAT IS OR WILL BE (i) AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) THAT IS SUBJECT TO TITLE I OF ERISA, (ii) A “PLAN” DESCRIBED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) THAT IS SUBJECT TO SECTION 4975 OF THE CODE, (iii) ANY ENTITY OR ACCOUNT WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” (WITHIN THE MEANING OF THE DEPARTMENT OF LABOR REGULATION LOCATED AT 29 C.F.R. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) OR (iv) ANY U.S. GOVERNMENTAL PLAN, NON-U.S. PLAN, CHURCH PLAN OR ANY OTHER EMPLOYEE BENEFIT PLAN, ACCOUNT OR ARRANGEMENT THAT IS SUBJECT TO ANY U.S. FEDERAL, STATE, LOCAL OR NON-U.S. LAW THAT IS SUBSTANTIALLY SIMILAR TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”) OR (2) ITS ACQUISITION AND HOLDING OF THE CLASS A-4 A-3 NOTES (OR ANY INTEREST THEREIN) WILL NOT GIVE RISE TO A NONEXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION OF SIMILAR LAW. The Issuing Entity will pay interest on this Note at the rate per annum shown above on each Payment Date until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date), subject to certain limitations contained in the last sentence of Section 3.01 of the Indenture. Interest on this Note will accrue for each Payment Date from and including the 15th day of the preceding calendar month (or, for the initial interest accrual period, from and including the Closing Date) to but excluding the 15th day of the current calendar month. Interest will be computed on the basis of a 360-day year of twelve 30-day months. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuing Entity with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture, or be valid or obligatory for any purpose.
Appears in 2 contracts
Samples: Indenture (World Omni Auto Receivables Trust 2021-D), Indenture (World Omni Auto Receivables Trust 2021-D)
Signature Guaranteed. NOTICE: (To be completed if applicable) The signature undersigned hereby certifies that the (1) Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and (2) after due inquiry and to this assignment must correspond with the name best knowledge of the registered undersigned, it [ ] did [ ] did not acquire the Rights evidenced by this Right Certificate from any Person who is, was or subsequently became an Acquiring Person of an Affiliate or Associate thereof. -------------------------- Signature -------------------------------------------------------------------------------- NOTICE ------ In the event the certification set forth above in the Forms of Assignment and Election is not completed, the Company will deem the beneficial owner as it appears on the face of the within Note Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in every particularthe Rights Agreement) and, without alterationin the case of an Assignment, enlargement or will affix a legend to that effect on any change whateverRight Certificates issued in exchange for this Rights Certificate. Such signature must be guaranteed by an “eligible guarantor institution” meeting 7 Exhibit C --------- UNDER CERTAIN CIRCUMSTANCES, RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT) AND ANY SUBSEQUENT HOLDER OF SUCH RIGHTS MAY BECOME NULL AND VOID. PXXXXX DODGE CORPORATION SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On February 4, 1998, the requirements Board of Directors of Pxxxxx Dodge Corporation (the "Company") declared a dividend distribution of one Preferred Share Purchase Right (a "Right") for each outstanding Common Share, par value $6.25 per share, of the Note RegistrarCompany (the "Common Shares"). The following is a summary of the terms of the Rights. Each Right entitles the registered holder to purchase from the Company one two-hundredth of a Series A Junior Participating Cumulative Preferred Share, which requirements include membership or participation in STAMP or such other “signature guarantee program” as may be determined by par value $1.00 per share, of the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with Company (the Securities Exchange Act of 1934, as amended. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”"Preferred Shares"), TO THE ISSUING ENTITY OR ITS AGENT FOR REGISTRATION OF TRANSFERat a price of $ 210 per one two-hundredth of a Preferred Share, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & COsubject to adjustment (the "Purchase Price"). OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS 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. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. REGISTERED $__________ No.: ____ CUSIP No.: _____ WORLD OMNI AUTO RECEIVABLES TRUST 2019-C, a statutory trust organized The description and existing under the laws terms of the State of Delaware (herein referred to as the “Issuing Entity”)Rights are set forth in a Rights Agreement, for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of ___________ DOLLARS payable on each Payment Date in an amount equal to the result obtained by multiplying (i) a fraction the numerator of which is $______ and the denominator of which is $80,300,000 by (ii) the aggregate amount, if any, payable from the Note Distribution Account in respect of principal on the Class A-4 Notes pursuant to Section 3.01 of the Indenture dated as of November 14February 5, 2019 1998, as it may be amended from time to time (the “Indenture”"Rights Agreement"), between the Issuing Entity Company and MUFG Union The Chase Manhattan Bank, N.A., as Indenture Trustee Rights Agent (the “Indenture Trustee”"Rights Agent"); provided. Initially, howeverthe Rights will be attached to all Common Share certificates representing shares then outstanding, that and no separate certificates representing the entire unpaid principal amount of this Note shall Rights ("Right Certificates") will be due distributed. The Rights will separate from the Common Shares and payable on a "Distribution Date" will occur upon the earlier to occur of the December 2025 Payment Date (the “Class A-4 Final Scheduled Payment Date”) and the Redemption Date, if any, pursuant to Section 10.01 of the Indenture. Generally, no payments of principal of the Class A-4 Notes shall be made until the Class A-1 Notes, Class A-2 Notes and Class A-3 Notes have been paid in full. Capitalized terms used but not defined herein are defined in Article I of the Indenture, which also contains rules as to construction that shall be applicable herein. BY ACQUIRING A CLASS A-4 NOTE, EACH INITIAL PURCHASER, TRANSFEREE AND OWNER OF A BENEFICIAL INTEREST IN SUCH NOTE WILL BE DEEMED TO REPRESENT THAT EITHER (1) IT IS NOT AND WILL NOT BE AND IS NOT ACTING ON BEHALF OF OR ACQUIRING THE NOTES WITH THE ASSETS OF ANY PERSON THAT IS OR WILL BE (i) AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3ten days following the time (the "Stock Acquisition Time") OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974of a public announcement or notice to the Company that a person or group of affiliated or associated persons (an "Acquiring Person") acquired, AS AMENDED or obtained the right to acquire, beneficial ownership of 20% or more of the outstanding Common Shares of the Company and (“ERISA”ii) THAT IS SUBJECT TO TITLE I OF ERISAten business days (or, if determined by the Board of Directors, a specified or unspecified later date) following the commencement or announcement of an intention to make a tender offer or exchange offer which, if successful, would cause the bidder to own 20% or more of the outstanding Common Shares. The Rights Agreement provides that, until the Distribution Date, (i) the Rights will be transferred with and only with the Common Shares, (ii) A “PLAN” DESCRIBED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986new Common Share certificates issued after February 24, AS AMENDED (THE “CODE”) THAT IS SUBJECT TO SECTION 4975 OF THE CODE1998, upon transfer or new issuance of the Common Shares, will contain a notation incorporating the Rights Agreement by reference and (iii) ANY ENTITY OR ACCOUNT WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” (WITHIN THE MEANING OF THE DEPARTMENT OF LABOR REGULATION LOCATED AT 29 C.F.R. SECTION 2510.3-101the surrender for transfer of any of the Common Share certificates outstanding will also constitute the transfer of the Rights associated with the Common Shares represented by such certificate. As soon as practicable following the Distribution Date, AS MODIFIED BY SECTION 3(42) OF ERISA) OR (iv) ANY U.S. GOVERNMENTAL PLANseparate Right Certificates will be mailed to holders of record of the Common Shares as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. Except as otherwise determined by the Board of Directors, NON-U.S. PLAN, CHURCH PLAN OR ANY OTHER EMPLOYEE BENEFIT PLAN, ACCOUNT OR ARRANGEMENT THAT IS SUBJECT TO ANY U.S. FEDERAL, STATE, LOCAL OR NON-U.S. LAW THAT IS SUBSTANTIALLY SIMILAR TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”) OR (2) ITS ACQUISITION AND HOLDING OF THE CLASS A-4 NOTES (OR ANY INTEREST THEREIN) WILL NOT GIVE RISE TO A NONEXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION OF SIMILAR LAWonly Common Shares issued prior to the Distribution Date will be issued with Rights. The Issuing Entity Rights are not exercisable until the Distribution Date. The Rights will pay interest expire on this Note February 24, 2008, unless earlier redeemed or exchanged by the Company as described below. In the event that, after the Stock Acquisition Time, the Company is acquired in a merger or other business combination transaction (except certain transactions with a person who became an Acquiring Person as a result of a tender offer described in the next succeeding paragraph) or 50% or more of its assets, cash flow or earning power is sold, proper provision shall be made so that each holder of a Right shall thereafter have the right to receive, upon the exercise thereof at the rate per annum shown above on each Payment Date until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date), subject to certain limitations contained in the last sentence of Section 3.01 then current exercise price of the Indenture. Interest on this Note will accrue for each Payment Date from and including the 15th day Right, that number of common shares of the preceding calendar month (or, for the initial interest accrual period, from and including the Closing Date) to but excluding the 15th day of the current calendar month. Interest will be computed on the basis of a 360-day year of twelve 30-day months. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. The principal of and interest on this Note are payable in such coin or currency of the United States of America as acquiring company which at the time of payment is legal tender for payment such transaction would have a market value (as defined in the Rights Agreement) of public two times the Purchase Price of the Right. In the event that, after the Stock Acquisition Time, the Company were the surviving corporation of a merger and private debts. All payments made by the Issuing Entity with respect to this Note its Common Shares were changed or exchanged, proper provision shall be applied first made so that each holder of a Right will thereafter have the right to interest due receive upon exercise that number of common shares of the Company having a market value of two times the exercise price of the Right. In the event that a person or group becomes an Acquiring Person, each holder of a Right (other than the Acquiring Person) will thereafter have the right to receive upon exercise that number of Common Shares (or, in certain circumstances, cash, a reduction in the Purchase Price, Preferred Shares, other equity securities of the Company, debt securities of the Company, other property or a combination thereof) having a market value (as defined in the Rights Agreement) of two times the Purchase Price of the Right. Notwithstanding any of the foregoing, following the occurrence of any of the events set forth in this paragraph, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person (or an affiliate, associate or transferee thereof) will be null and void. A person will not be an Acquiring Person if the Board of Directors of the Company determines that such person or group became an Acquiring Person inadvertently and such person or group promptly divests itself of a sufficient number of Common Shares so that such person or group is no longer an Acquiring Person. 2 The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of Preferred Shares of certain rights or warrants to subscribe for Preferred Shares or convertible securities at less than the current market price of Preferred Shares or (iii) upon the distribution to holders of Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of Rights and number of Preferred Shares issuable upon the exercise of each Right are also subject to adjustment in the event of a stock split, combination or stock dividend on this Note as provided above and then the Common Shares. With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares will be issued (other than fractions which are integral multiples of one two-hundredth of a Preferred Share which may, upon the election of the Company, be evidenced by depositary receipts) and, in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Shares on the last trading date prior to the unpaid principal date of this Note. Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture, or be valid or obligatory for any purposeexercise.
Appears in 2 contracts
Samples: Rights Agreement (Phelps Dodge Corp), Rights Agreement (Phelps Dodge Corp)
Signature Guaranteed. NOTICE2/ NOTE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note Certificate in every particular, without alteration, enlargement or any change whateverwhatsoever. Such signature must be guaranteed FORM OF CLASS B CERTIFICATE EXHIBIT A-2 THIS CLASS B CERTIFICATE MAY NOT BE ACQUIRED BY OR FOR THE ACCOUNT OF PERSONS INVESTING ASSETS OF A BENEFIT PLAN (AS DEFINED BELOW) OR AN INDIVIDUAL RETIREMENT ACCOUNT OTHER THAN BY INSURANCE COMPANIES INVESTING ASSETS SOLELY OF THEIR GENERAL ACCOUNTS. REGISTERED $ ________________3/ No. R- _____________ CUSIP No._____________ Unless this Class B Certificate is presented by an “eligible guarantor institution” meeting authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to American Express Centurion Bank, American Express Receivables Financing Corporation II or their agent for registration of transfer, exchange or payment, and any certificate issued is registered in the requirements name of the Note Registrar, which requirements include membership Cede & Co. or participation in STAMP or such other “signature guarantee program” name as may be determined is requested by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act an authorized representative of 1934, as amended. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUING ENTITY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE and any payment is made to Cede & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF Co. or to such other entity as is 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. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. REGISTERED $__________ No.: ____ CUSIP No.: _____ WORLD OMNI AUTO RECEIVABLES TRUST 2019-C, a statutory trust organized and existing under the laws of the State of Delaware (herein referred to inasmuch as the “Issuing Entity”)registered owner hereof, for value received, hereby promises to pay to Cede & Co., or registered assignshas an interest herein. AMERICAN EXPRESS CREDIT ACCOUNT MASTER TRUST SERIES 2001-3 CLASS B FLOATING RATE ASSET BACKED CERTIFICATE Expected Final Payment Date: The March 2006 Distribution Date Each $1,000 minimum denomination represents a 1/60,000ths undivided interest in Class B of the AMERICAN EXPRESS CREDIT ACCOUNT MASTER TRUST, SERIES 2001-3 Evidencing an undivided interest in certain assets of a trust, the principal sum corpus of ___________ DOLLARS payable on each Payment Date which consists primarily of an interest in receivables generated from time to time in the ordinary course of business in a portfolio of credit and charge accounts serviced by AMERICAN EXPRESS TRAVEL RELATED SERVICES COMPANY, INC., and other assets and interests constituting Trust Assets under the Pooling and Servicing Agreement referred to below. (Not an amount equal interest in or obligation of American Express Travel Related Services Company, Inc., American Express Centurion Bank, American Express Receivables Financing Corporation II or any of their respective affiliates) ----------------- 3/ Denominations of $1,000 and integral multiples of $1,000 in excess thereof. This certifies that CEDE & CO. (the "Class B Certificateholder") is the registered owner of a fractional, undivided interest in certain assets of a trust (the "Trust") created pursuant to the result obtained Pooling and Servicing Agreement, dated as of May 16, 1996 (as amended and supplemented, the "Agreement"), as supplemented by multiplying the Series 2001-3 Supplement dated as of April 3, 2001 (as amended and supplemented, the "Supplement"), among American Express Centurion Bank and American Express Receivables Financing Corporation II, as transferors (together, the "Transferors"), American Express Travel Related Services Company, Inc., as servicer, and The Bank of New York, a New York banking corporation, as trustee (the "Trustee"). The corpus of the Trust consists of (i) the Transferors' ownership interest in a fraction portfolio of receivables (the numerator "Receivables") existing in credit and charge accounts identified under the Agreement from time to time (the "Accounts"), (ii) all Receivables generated under the Accounts from time to time thereafter, (iii) funds collected or to be collected from cardmembers in respect of the Receivables, (iv) all funds which is $______ are from time to time on deposit in the Collection Account, the Special Funding Account, and any other Series Accounts and (v) all other assets and interests constituting the Trust. Although a summary of certain provisions of the Agreement and the denominator Supplement is set forth below and in the Summary of Terms and Conditions attached hereto and made a part hereof, this Class B Certificate does not purport to summarize the Agreement and the Supplement and reference is made to the Agreement and the Supplement for information with respect to the interests, rights, benefits, obligations, proceeds and duties evidenced hereby and the rights, duties and obligations of the Trustee. A copy of the Agreement and the Supplement (without schedules) may be requested from the Trustee by writing to the Trustee at the Corporate Trust Office. To the extent not defined herein, the capitalized terms used herein have the meanings ascribed to them in the Agreement or the Supplement, as applicable. This Class B Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement and the Supplement, to which Agreement and Supplement, each as amended and supplemented from time to time, the Class B Certificateholder by virtue of the acceptance hereof assents and is $80,300,000 bound. No Class B Certificate may be acquired by or for the account of any employee benefit plan, trust or account, including an individual retirement account, that is subject to the Employee Retirement Income Security Act of 1974, as amended, or that is described in Section 4975(e)(1) of the Internal Revenue Code of 1986, as amended, or an entity whose underlying assets include plan assets by reason of a plan's investment in such entity (a "Benefit Plan"), unless (i) such acquirer or holder is an insurance company, (ii) the aggregate amountsource of funds used to acquire or hold such Certificate (or interest therein) is an "insurance company general account" (as defined in U.S. Department of Labor Prohibited Transaction Class Exemption ("PTCE") 95-60), if anyand (iii) the conditions set forth in Sections I and III of PTCE 95-60 have been satisfied. By acquiring any interest in this Class B Certificate, payable from each applicable Certificate Owner shall be deemed to have represented and warranted either (i) that it is not a Benefit Plan and is not acting for the Note Distribution Account account of any Benefit Plan or (ii) that (1) it is an insurance company, (2) the source of funds used to acquire or hold an interest in respect such Certificate is an "insurance company general account" (as such term is defined in PTCE 95-60), and (3) the conditions set forth in Sections I and III of PTCE 95-60 have been satisfied. THIS CLASS B CERTIFICATE IS SUBORDINATED TO THE EXTENT NECESSARY TO FUND PAYMENTS ON THE CLASS A CERTIFICATES TO THE EXTENT SPECIFIED IN THE SUPPLEMENT. It is the intent of the Transferors and the Class B Certificateholder that, for federal, state and local income and franchise tax purposes, the Class B Certificates will qualify as indebtedness of the Transferors secured by the Receivables. The Class B Certificateholder, by the acceptance of this Class B Certificate, agrees to treat this Class B Certificate for federal, state and local income and franchise tax purposes as debt of the Transferors. In general, payments of principal on with respect to the Class A-4 Notes pursuant B Certificates are limited to Section 3.01 the Class B Invested Amount, which may be less than the unpaid principal balance of the Indenture dated as of November 14, 2019 (the “Indenture”), between the Issuing Entity and MUFG Union Bank, N.A., as Indenture Trustee (the “Indenture Trustee”); provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of the December 2025 Class B Certificates. The Expected Final Payment Date (is the “March 2006 Distribution Date, but principal with respect to the Class A-4 Final Scheduled Payment Date”) B Certificates may be paid earlier or later under certain circumstances described in the Agreement and the Redemption DateSupplement. If for one or more months during the Controlled Accumulation Period there are not sufficient funds to pay the Controlled Deposit Amount, if anythen to the extent that excess funds are not available on subsequent Distribution Dates with respect to the Controlled Accumulation Period to make up for such shortfalls, pursuant to Section 10.01 of the Indenture. Generally, no payments final payment of principal of the Class A-4 Notes shall be made until B Certificates will occur later than the Class A-1 Notes, Class A-2 Notes and Class A-3 Notes have been paid in full. Capitalized terms used but not defined herein are defined in Article I of the Indenture, which also contains rules as to construction that shall be applicable herein. BY ACQUIRING A CLASS A-4 NOTE, EACH INITIAL PURCHASER, TRANSFEREE AND OWNER OF A BENEFICIAL INTEREST IN SUCH NOTE WILL BE DEEMED TO REPRESENT THAT EITHER (1) IT IS NOT AND WILL NOT BE AND IS NOT ACTING ON BEHALF OF OR ACQUIRING THE NOTES WITH THE ASSETS OF ANY PERSON THAT IS OR WILL BE (i) AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) THAT IS SUBJECT TO TITLE I OF ERISA, (ii) A “PLAN” DESCRIBED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) THAT IS SUBJECT TO SECTION 4975 OF THE CODE, (iii) ANY ENTITY OR ACCOUNT WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” (WITHIN THE MEANING OF THE DEPARTMENT OF LABOR REGULATION LOCATED AT 29 C.F.R. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) OR (iv) ANY U.S. GOVERNMENTAL PLAN, NON-U.S. PLAN, CHURCH PLAN OR ANY OTHER EMPLOYEE BENEFIT PLAN, ACCOUNT OR ARRANGEMENT THAT IS SUBJECT TO ANY U.S. FEDERAL, STATE, LOCAL OR NON-U.S. LAW THAT IS SUBSTANTIALLY SIMILAR TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”) OR (2) ITS ACQUISITION AND HOLDING OF THE CLASS A-4 NOTES (OR ANY INTEREST THEREIN) WILL NOT GIVE RISE TO A NONEXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION OF SIMILAR LAW. The Issuing Entity will pay interest on this Note at the rate per annum shown above on each Payment Date until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Expected Final Payment Date), subject to certain limitations contained in the last sentence of Section 3.01 of the Indenture. Interest on this Note will accrue for each Payment Date from and including the 15th day of the preceding calendar month (or, for the initial interest accrual period, from and including the Closing Date) to but excluding the 15th day of the current calendar month. Interest will be computed on the basis of a 360-day year of twelve 30-day months. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuing Entity with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Unless the certificate of authentication hereon has been executed by or on behalf of the Indenture Trustee whose name appears below Trustee, by manual signature, this Note Class B Certificate shall not be entitled to any benefit under the Indenture, Agreement or the Supplement or be valid or obligatory for any purpose.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (American Express Credit Account Master Trust)
Signature Guaranteed. NOTICE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatever. Such signature Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation in STAMP or such other “signature guarantee programEligible Guarantor Institution” as may be determined by the Note Registrar defined in addition to, or in substitution for, STAMP, all in accordance with Rule 17Ad-15 promulgated under the Securities Exchange Act of 1934, as amended. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANYThe undersigned hereby certifies that (1) the Rights evidenced by this Right Certificate are not beneficially owned by nor are they being exercised on behalf of an Acquiring Person, A NEW YORK CORPORATION an Interested Stockholder or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement); and (2) after due inquiry and to the best of the knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Right Certificate from any Person who is or was an Acquiring Person, an Interested Stockholder, or an Affiliate or Associate thereof. Signature The signature in the Form of Assignment or Form of Election to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. On January 25, 2008, the Board of Directors (the “DTCBoard”) ofCARDIOTECH INTERNATIONAL, INC.(the “Company”) declared a dividend of one preferred share purchase right (a “Right”) for each outstanding share of common stock, par value $0.001 per share (the “Common Shares”), TO THE ISSUING ENTITY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS 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. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. REGISTERED $__________ No.: ____ CUSIP No.: _____ WORLD OMNI AUTO RECEIVABLES TRUST 2019-C, a statutory trust organized and existing under the laws of the State Company. The dividend is effective as of Delaware February 8, 2008 (herein referred to as the “Issuing EntityRecord Date”) with respect to the stockholders of record on that date. The Rights will also attach to new Common Shares issued after the Record Date. Each Right entitles the registered holder to purchase from the Company one one-hundredth of a share of Series A Junior Participating Preferred Stock, par value $0.001 per share (the “Preferred Shares”), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of ___________ DOLLARS payable on each Payment Date in an amount equal to the result obtained by multiplying (i) a fraction the numerator of which is $______ and the denominator of which is $80,300,000 by (ii) the aggregate amount, if any, payable from the Note Distribution Account in respect of principal on the Class A-4 Notes pursuant to Section 3.01 of the Indenture Company at a price of $100.00 per one one-hundredth of a Preferred Share (the “Purchase Price”), subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement dated as of November 14January 28, 2019 2008 (the “IndentureRights Agreement”), between the Issuing Entity Company and MUFG Union Bank, N.A., as Indenture Trustee American Stock Transfer & Trust Company (the “Indenture TrusteeRights Agent”); provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of the December 2025 Payment Date (the “Class A-4 Final Scheduled Payment Date”) and the Redemption Date, if any, pursuant to Section 10.01 of the Indenture. Generally, no payments of principal of the Class A-4 Notes shall be made until the Class A-1 Notes, Class A-2 Notes and Class A-3 Notes have been paid in full. Capitalized terms used but not defined herein are defined in Article I of the Indenture, which also contains rules as to construction that shall be applicable herein. BY ACQUIRING A CLASS A-4 NOTE, EACH INITIAL PURCHASER, TRANSFEREE AND OWNER OF A BENEFICIAL INTEREST IN SUCH NOTE WILL BE DEEMED TO REPRESENT THAT EITHER (1) IT IS NOT AND WILL NOT BE AND IS NOT ACTING ON BEHALF OF OR ACQUIRING THE NOTES WITH THE ASSETS OF ANY PERSON THAT IS OR WILL BE (i) AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) THAT IS SUBJECT TO TITLE I OF ERISA, (ii) A “PLAN” DESCRIBED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) THAT IS SUBJECT TO SECTION 4975 OF THE CODE, (iii) ANY ENTITY OR ACCOUNT WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” (WITHIN THE MEANING OF THE DEPARTMENT OF LABOR REGULATION LOCATED AT 29 C.F.R. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) OR (iv) ANY U.S. GOVERNMENTAL PLAN, NON-U.S. PLAN, CHURCH PLAN OR ANY OTHER EMPLOYEE BENEFIT PLAN, ACCOUNT OR ARRANGEMENT THAT IS SUBJECT TO ANY U.S. FEDERAL, STATE, LOCAL OR NON-U.S. LAW THAT IS SUBSTANTIALLY SIMILAR TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”) OR (2) ITS ACQUISITION AND HOLDING OF THE CLASS A-4 NOTES (OR ANY INTEREST THEREIN) WILL NOT GIVE RISE TO A NONEXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION OF SIMILAR LAW. The Issuing Entity will pay interest on this Note at the rate per annum shown above on each Payment Date until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date), subject to certain limitations contained in the last sentence of Section 3.01 of the Indenture. Interest on this Note will accrue for each Payment Date from and including the 15th day of the preceding calendar month (or, for the initial interest accrual period, from and including the Closing Date) to but excluding the 15th day of the current calendar month. Interest will be computed on the basis of a 360-day year of twelve 30-day months. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuing Entity with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture, or be valid or obligatory for any purpose.
Appears in 1 contract
Signature Guaranteed. NOTICE: The signature to this assignment Signature (Signature must correspond with the to name of the registered owner as it appears on written upon the face of the within Note this Rights Certificate in every particular, without alteration, alteration or enlargement or any change whatever. Such signature whatsoever) Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrarinstitution (a bank, which requirements include stockbroker, savings and loan association or credit union with membership or participation in STAMP or such other “an approved signature guarantee medallion program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with ) pursuant to Rule 17Ad-15 of the Securities Exchange Act of 1934. -------------------------------------------------------------------------------- (To be completed if true) The undersigned hereby represents, for the benefit of all holders of Class A Rights and shares of Class A Common Stock, that the Class A Rights evidenced by this Rights Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as amendeddefined in the Rights Agreement). UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE ------------------------------------ Signature -------------------------------------------------------------------------------- NOTICE In the event the certification set forth above is not completed in connection with a purported assignment, the Company will deem the Beneficial owner of the Class A Rights evidenced by the enclosed Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) or a transferee of any of the foregoing and accordingly will deem the Class A Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. [To be attached to each Rights Certificate] FORM OF THE DEPOSITORY TRUST COMPANYELECTION TO EXERCISE (To be executed if holder desires to exercise the Rights Certificate.) TO: RISCORP, A NEW YORK CORPORATION (“DTC”), TO THE ISSUING ENTITY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & COINC. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS 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. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. REGISTERED $The undersigned hereby irrevocably elects to exercise __________ No.: ____ CUSIP No.: _____ WORLD OMNI AUTO RECEIVABLES TRUST 2019-C, a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuing Entity”), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of ___________ DOLLARS payable on each Payment Date whole Class A Rights represented by the attached Rights Certificate to purchase the shares of Series A Junior Participating Preferred Stock issuable upon the exercise of such Class A Rights and requests that certificates for such shares be issued in the name of: -------------------------------------------- Address: ------------------------------------ Social Security or other Taxpayer Identification Number: ---------------------- If such number of Class A Rights shall not be all the Class A Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance of such Class A Rights shall be registered in the name of and delivered to: -------------------------------------------- Address: ------------------------------------ Social Security or other Taxpayer Identification Number: ---------------------- Dated:____________________, ___. Signature Guaranteed: ------------------------------------ Signature (Signature must correspond to name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever) Signatures must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an amount approved signature guarantee medallion program) pursuant to Rule 17Ad-15 of the Securities Exchange Act of 1934. -------------------------------------------------------------------------------- (To be completed if true) The undersigned hereby represents, for the benefit of all holders of Class A Rights and shares of Class A Common Stock, that the Rights evidenced by this Rights Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). ------------------------------------ Signature -------------------------------------------------------------------------------- NOTICE In the event the certification set forth above is not completed in connection with a purported assignment, the Company will deem the Beneficial owner of the Class A Rights evidenced by the enclosed Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) or a transferee of any of the foregoing and accordingly will deem the Class A Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. EXHIBIT A-2 (Form of Class B Rights Certificate) Certificate No. W- Class B Rights THE CLASS B RIGHTS ARE SUBJECT TO TERMINATION OR MANDATORY EXCHANGE, AT THE OPTION OF THE COMPANY, ON THE TERMS SET FORTH IN THE RIGHTS AGREEMENT. CLASS B RIGHTS BENEFICIALLY OWNED BY ACQUIRING PERSONS OR AFFILIATES OR ASSOCIATES THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT) OR TRANSFEREES OF ANY OF THE FOREGOING WILL BE VOID. Class B Rights Certificate RISCORP, INC. This certifies that _______________________, or registered assigns, is the registered holder of the number of Class B Rights set forth above, each of which entitles the registered holder thereof, subject to the terms, provisions and conditions of the Shareholder Protection Rights Agreement, dated as of May 13, 1999 (as amended from time to time, the "Rights Agreement"), between RISCORP, Inc., a Florida corporation (the "Company"), and First Union National Bank, as Rights Agent (the "Rights Agent," which term shall include any successor Rights Agent under the Rights Agreement), to purchase from the Company at any time after the Separation Time (as such term is defined in the Rights Agreement) and prior to the close of business on May 12, 2009, one one-thousandth (1/1,000) of a fully paid share of Series B Junior Participating Preferred Stock, par value $0.01 per share (the "Class B Preferred Stock"), of the Company (subject to adjustment as provided in the Rights Agreement) at the Exercise Price referred to below, upon presentation and surrender of this Rights Certificate with the Form of Election to Exercise duly executed at the principal office of the Rights Agent. The Exercise Price shall initially be $10.00 per Class B Right and shall be subject to adjustment in certain events as provided in the Rights Agreement. In certain circumstances described in the Rights Agreement, the Class B Rights evidenced hereby may entitle the registered holder thereof to purchase securities of an entity other than the Company or securities or assets of the Company other than Class B Preferred Stock, all as provided in the Rights Agreement. This Rights Certificate is subject to all of the terms, provisions and conditions of the Rights Agreement, which terms, provisions and conditions are hereby incorporated herein by reference and made a part hereof and to which Rights Agreement reference is hereby made for a full description of the rights, limitations of rights, obligations, duties and immunities hereunder of the Rights Agent, the Company and the holders of the Rights Certificates. Copies of the Rights Agreement are on file at the principal office of the Company and are available without cost upon written request. This Rights Certificate, with or without other Rights Certificates, upon surrender at the office of the Rights Agent designated for such purpose, may be exchanged for another Rights Certificate or Rights Certificates of like tenor evidencing an aggregate number of Class B Rights equal to the result obtained aggregate number of Class B Rights evidenced by multiplying the Rights Certificate or Rights Certificates surrendered. If this Rights Certificate shall be exercised in part, the registered holder shall be entitled to receive, upon surrender hereof, another Rights Certificate or Rights Certificates for the number of whole Class B Rights not exercised. Subject to the provisions of the Rights Agreement, each Class B Right evidenced by this Certificate may be (ia) terminated by the Company under certain circumstances, at its option, or (b) exchanged by the Company under certain circumstances, at its option, for one share of Class B Common Stock or one one-thousandth (1/1,000) of a fraction share of Class B Preferred Stock per Class B Right (or, in certain cases, other securities or assets of the numerator Company), subject in each case to adjustment in certain events as provided in the Rights Agreement. No holder of this Rights Certificate, as such, shall be entitled to vote or receive dividends or be deemed for any purpose the holder of any securities which is $may at any time be issuable on the exercise hereof, nor shall anything contained in the Rights Agreement or herein be construed to confer upon the holder hereof, as such, any of the rights of a shareholder of the Company or any right to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, or to give or withhold consent to any corporate action, or to receive notice of meetings or other actions affecting shareholders (except as provided in the Rights Agreement), or to receive dividends or subscription rights, or otherwise, until the Class B Rights evidenced by this Rights Certificate shall have been exercised or exchanged as provided in the Rights Agreement. This Rights Certificate shall not be valid or obligatory for any purpose until it shall have been countersigned by the Rights Agent. WITNESS the facsimile signature of the proper officers of the Company and its corporate seal. Date: -------------------------- ATTEST: RISCORP, INC. By: ------------------------------------ --------------------------------- Secretary Countersigned: FIRST UNION NATIONAL BANK, as Rights Agent By: --------------------------------- Authorized Officer [Form of Reverse Side of Rights Certificate] FORM OF ASSIGNMENT (To be executed by the registered holder if such holder desires to transfer this Rights Certificate.) FOR VALUE RECEIVED _________________ hereby sells, assigns and transfers unto ------------------------------------------------------------------------------ (Please print name and address of transferee) this Rights Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ______________________ Attorney, to transfer the denominator of which is $80,300,000 by (ii) the aggregate amount, if any, payable from the Note Distribution Account in respect of principal within Rights Certificate on the Class A-4 Notes pursuant to Section 3.01 books of the Indenture dated as within-named Company, with full power of November 14substitution. Dated:____________________, 2019 (the “Indenture”), between the Issuing Entity and MUFG Union Bank, N.A., as Indenture Trustee (the “Indenture Trustee”); provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of the December 2025 Payment Date (the “Class A-4 Final Scheduled Payment Date”) and the Redemption Date, if any, pursuant to Section 10.01 of the Indenture. Generally, no payments of principal of the Class A-4 Notes shall be made until the Class A-1 Notes, Class A-2 Notes and Class A-3 Notes have been paid in full. Capitalized terms used but not defined herein are defined in Article I of the Indenture, which also contains rules as to construction that shall be applicable herein. BY ACQUIRING A CLASS A-4 NOTE, EACH INITIAL PURCHASER, TRANSFEREE AND OWNER OF A BENEFICIAL INTEREST IN SUCH NOTE WILL BE DEEMED TO REPRESENT THAT EITHER (1) IT IS NOT AND WILL NOT BE AND IS NOT ACTING ON BEHALF OF OR ACQUIRING THE NOTES WITH THE ASSETS OF ANY PERSON THAT IS OR WILL BE (i) AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) THAT IS SUBJECT TO TITLE I OF ERISA, (ii) A “PLAN” DESCRIBED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) THAT IS SUBJECT TO SECTION 4975 OF THE CODE, (iii) ANY ENTITY OR ACCOUNT WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” (WITHIN THE MEANING OF THE DEPARTMENT OF LABOR REGULATION LOCATED AT 29 C.F.R. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) OR (iv) ANY U.S. GOVERNMENTAL PLAN, NON-U.S. PLAN, CHURCH PLAN OR ANY OTHER EMPLOYEE BENEFIT PLAN, ACCOUNT OR ARRANGEMENT THAT IS SUBJECT TO ANY U.S. FEDERAL, STATE, LOCAL OR NON-U.S. LAW THAT IS SUBSTANTIALLY SIMILAR TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”) OR (2) ITS ACQUISITION AND HOLDING OF THE CLASS A-4 NOTES (OR ANY INTEREST THEREIN) WILL NOT GIVE RISE TO A NONEXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION OF SIMILAR LAW. The Issuing Entity will pay interest on this Note at the rate per annum shown above on each Payment Date until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date), subject to certain limitations contained in the last sentence of Section 3.01 of the Indenture. Interest on this Note will accrue for each Payment Date from and including the 15th day of the preceding calendar month (or, for the initial interest accrual period, from and including the Closing Date) to but excluding the 15th day of the current calendar month. Interest will be computed on the basis of a 360-day year of twelve 30-day months. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuing Entity with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture, or be valid or obligatory for any purpose___.
Appears in 1 contract
Samples: Shareholder Protection Rights Agreement (Riscorp Inc)
Signature Guaranteed. NOTICE1 NOTE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whateverwhatsoever. Such signature must be guaranteed by an THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “eligible guarantor institutionSECURITIES ACT”), OR UNDER ANY STATE SECURITIES OR BLUE SKY LAW OF ANY STATE. THE HOLDER HEREOF, BY PURCHASING THIS NOTE, AGREES THAT THIS NOTE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER REQUIREMENTS OF LAWS AND ONLY (1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A “QIB”) WHO IS A QUALIFIED PURCHASER FOR PURPOSES OF SECTION 3(c)(7) UNDER THE INVESTMENT COMPANY ACT OF 1940 (A “QUALIFIED PURCHASER”) PURCHASING FOR ITS OWN ACCOUNT OR A QIB WHO IS A QUALIFIED PURCHASER PURCHASING FOR THE ACCOUNT OF A QIB WHO IS A QUALIFIED PURCHASER, WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) IN CERTIFICATED FORM TO AN INSTITUTIONAL “ACCREDITED INVESTOR” meeting the requirements of the Note Registrar(WITHIN THE MEANING OF RULE 501 (a)(1)–(3) OR (7) UNDER THE SECURITIES ACT) THAT IS ALSO A QUALIFIED PURCHASER, which requirements include membership or participation in STAMP or such other PURCHASING FOR INVESTMENT AND NOT FOR DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, IN EACH CASE, SUBJECT TO (A) THE RECEIPT BY THE INDENTURE TRUSTEE OF A LETTER SUBSTANTIALLY IN THE FORM PROVIDED IN THE INDENTURE AND (B) THE RECEIPT BY THE INDENTURE TRUSTEE OF SUCH OTHER EVIDENCE ACCEPTABLE TO THE INDENTURE TRUSTEE THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER REQUIREMENTS OF LAWS OR IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED STATES AND SECURITIES AND BLUE SKY LAWS OF ANY STATE OF THE UNITED STATES AND ANY OTHER APPLICABLE JURISDICTION, (3) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (4) PURSUANT TO ANOTHER EXEMPTION AVAILABLE UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES LAWS, OR (5) PURSUANT TO A VALID REGISTRATION STATEMENT. THE PURCHASE OF THIS NOTE WILL BE DEEMED A REPRESENTATION BY THE ACQUIRER THAT EITHER: (I) IT IS NOT, AND IS NOT ACQUIRING OR HOLDING THIS NOTE, DIRECTLY OR INDIRECTLY, ON BEHALF OF OR WITH ANY ASSETS OF, AN “signature guarantee programEMPLOYEE BENEFIT PLAN” as may be determined by the Note Registrar in addition toAS DEFINED IN SECTION 3(3) OF ERISA THAT IS SUBJECT TO TITLE I OF ERISA, or in substitution forA “PLAN” DESCRIBED IN AND SUBJECT TO SECTION 4975 OF THE CODE (COLLECTIVELY, STAMPA “PLAN“), all in accordance with the Securities Exchange Act of 1934OR OTHER PLAN OR ARRANGEMENT SUBJECT TO ANY FEDERAL, as amendedSTATE, LOCAL, NON-U.S. OR OTHER LAW SUBSTANTIVELY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAW”); OR (II) ITS ACQUISITION AND HOLDING OF THIS NOTE WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR OTHER PLAN OR A VIOLATION OF SIMILAR LAW. [IF HELD BY DTC] [UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”“), TO THE ISSUING ENTITY ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS 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. .] THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. THE RIGHTS OF THE HOLDER OF THIS CLASS D NOTE TO RECEIVE INTEREST ARE SUBORDINATED TO THE RIGHTS OF THE HOLDERS OF THE CLASS A NOTES, THE CLASS B NOTES AND THE CLASS C NOTES TO RECEIVE INTEREST AND THE RIGHTS OF THE HOLDERS OF THIS CLASS D NOTE TO RECEIVE PRINCIPAL ARE SUBORDINATED TO THE RIGHTS OF THE HOLDERS OF THE CLASS A NOTES, THE CLASS B NOTES AND THE CLASS C NOTES TO RECEIVE PRINCIPAL AND INTEREST TO THE EXTENT SET FORTH IN THE SALE AND SERVICING AGREEMENT. REGISTERED $__________ No.: ____ . D– $ April 11, 2006 [144A CUSIP NO. ] [Reg S ISIN NO. ] [Reg S CUSIP No.: _____ WORLD OMNI AUTO RECEIVABLES TRUST 2019. ] [Common Code No. ] CapitalSource Commercial Loan Trust 2006-C1, a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuing EntityIssuer”), for value received, hereby promises to pay to Cede & Co.______, or registered assigns, the principal sum of ___________ DOLLARS payable on each Payment Date in an amount equal to the result obtained by multiplying (i) a fraction fraction, the numerator of which is $______ the initial principal balance of this Class D Note and the denominator of which is $80,300,000 the Initial Class D Principal Balance by (ii) the aggregate amount, if any, payable from the Note Distribution Account in respect of principal on the Class A-4 D Notes pursuant to Section 3.01 of the Indenture dated as of November 14, 2019 (the “Indenture”), between the Issuing Entity and MUFG Union Bank, N.A., as Indenture Trustee (the “Indenture Trustee”); provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of the December 2025 Payment Date (the “Class A-4 Final Scheduled Payment Date”) and the Redemption Date, if any, pursuant to Section 10.01 3.05 of the Indenture. Generally, no payments of principal of the Class A-4 Notes shall be made until the Class A-1 Notes, Class A-2 Notes and Class A-3 Notes have been paid in full. Capitalized terms used but not defined herein are defined in Article I of the Indenture, which also contains rules as to construction that shall be applicable herein. BY ACQUIRING A CLASS A-4 NOTE, EACH INITIAL PURCHASER, TRANSFEREE AND OWNER OF A BENEFICIAL INTEREST IN SUCH NOTE WILL BE DEEMED TO REPRESENT THAT EITHER (1) IT IS NOT AND WILL NOT BE AND IS NOT ACTING ON BEHALF OF OR ACQUIRING THE NOTES WITH THE ASSETS OF ANY PERSON THAT IS OR WILL BE (i) AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) THAT IS SUBJECT TO TITLE I OF ERISA, (ii) A “PLAN” DESCRIBED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) THAT IS SUBJECT TO SECTION 4975 OF THE CODE, (iii) ANY ENTITY OR ACCOUNT WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” (WITHIN THE MEANING OF THE DEPARTMENT OF LABOR REGULATION LOCATED AT 29 C.F.R. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) OR (iv) ANY U.S. GOVERNMENTAL PLAN, NON-U.S. PLAN, CHURCH PLAN OR ANY OTHER EMPLOYEE BENEFIT PLAN, ACCOUNT OR ARRANGEMENT THAT IS SUBJECT TO ANY U.S. FEDERAL, STATE, LOCAL OR NON-U.S. LAW THAT IS SUBSTANTIALLY SIMILAR TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”) OR (2) ITS ACQUISITION AND HOLDING OF THE CLASS A-4 NOTES (OR ANY INTEREST THEREIN) WILL NOT GIVE RISE TO A NONEXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION OF SIMILAR LAW. The Issuing Entity will pay interest on this Note at the rate per annum shown above on each Payment Date until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date), subject to certain limitations contained in the last sentence of Section 3.01 of the Indenture. Interest on this Note will accrue for each Payment Date from and including the 15th day of the preceding calendar month (or, for the initial interest accrual period, from and including the Closing Date) to but excluding the 15th day of the current calendar month. Interest will be computed on the basis of a 360-day year of twelve 30-day months. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. The principal of and interest on this Class D Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuing Entity Issuer with respect to this Class D Note shall be applied first to interest due and payable on this Class D Note as provided above and then to the unpaid principal of this Class D Note. Reference is made to the further provisions of this Class D Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Class D Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Class D Note shall not be entitled to any benefit under the IndentureIndenture referred to on the reverse hereof, or be valid or obligatory for any purpose.
Appears in 1 contract
Samples: Indenture (Capitalsource Inc)
Signature Guaranteed. NOTICE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatever. Such signature Signatures must be guaranteed by an “eligible guarantor institution” meeting institution (bank, stock broker or savings and loan association with membership in an approved signature medallion program). The undersigned hereby certifies that the requirements Rights evidenced by this Right Certificate are not beneficially owned by, were not acquired by the undersigned from and are not being assigned to an Acquiring Person or an Affiliate or Associate thereof and are not issued with respect to notional Common Shares related to a Derivative Interest described in Section 1.4.4 of the Note Registrar, which requirements include membership or participation definition of Beneficial Owner (as such terms are defined in STAMP or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amendedRights Agreement). UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUING ENTITY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS 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. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. REGISTERED $__________ No.DATED: ____ CUSIP No.: _____ WORLD OMNI AUTO RECEIVABLES TRUST 2019-C, a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuing Entity”), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of ___________ DOLLARS payable on each Payment Date in an amount equal to the result obtained by multiplying (i) a fraction the numerator of which is $_, _____ The signature in the foregoing Forms of Assignment and Election to Purchase must conform to the denominator name as written upon the face of which this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, such assignment or election to purchase will not be honored. On August 30, 2022, the Board of Directors (the “Board”) of Ashford Inc. (the “Company”) declared (i) a dividend to the holders of the Common Stock, par value $80,300,000 by 0.001 per share (the “Common Shares”), outstanding on September 9, 2022 (the “Record Date”) of one preferred share purchase right (a “Right”) for each Common Share and (ii) a dividend to the aggregate amount, if any, payable from holders of the Note Distribution Account Series D Preferred Shares (as defined below) outstanding on the Record Date of one Right in respect of principal on the Class A-4 Notes pursuant to Section 3.01 each Common Share that is issuable upon conversion of the Indenture Company’s Series D Convertible Preferred Stock, par value $0.001 per share (the “Series D Preferred Shares”) as determined under the Certificate of Designation of the Series D Convertible Preferred Stock of Ashford Inc. (the “Series D Certificate of Designation”). Each Right entitles the registered holder to purchase from the Company one one-thousandths of a share of Series F Preferred Stock, par value $0.001 per share (the “Preferred Shares”), of the Company, at a price of $275 per one one-thousandths of a Preferred Share represented by a Right (the “Purchase Price”), subject to adjustment. The description and terms of the Rights are set forth in the Rights Agreement dated as of November 14August 30, 2019 2022, by and between the Company and Computershare Trust Company, N.A., a federally chartered trust company, as Rights Agent (as may be amended from time to time, the “Rights Agreement”). Until the earlier to occur of (i) 10 business days following a public announcement that a person or group of affiliated or associated persons has acquired beneficial ownership of 10% or more of the outstanding Common Shares (with certain exceptions as described below, an “Acquiring Person”) (or, in the event an exchange is effected in accordance with Section 24 of the Rights Agreement and the Board determines that a later date is advisable, then such later date that is not more than 20 days after such public announcement) or (ii) 10 business days (or such later date as may be determined by action of the Board prior to such time as any person becomes an Acquiring Person) following the commencement of, or announcement of an intention to make, a tender offer or an exchange offer the consummation of which would result in the beneficial ownership by a person or group of 10% or more of the outstanding Common Shares (the earlier of such dates, the “IndentureDistribution Date”), between the Issuing Entity and MUFG Union BankRights will be evidenced, N.A.with respect to any of the Common Share certificates outstanding as of the Record Date, as Indenture Trustee by such Common Share certificate with a copy of this Summary of Rights attached thereto. A person shall not be deemed to be an “Acquiring Person” if (i) such person, on the date of the first public announcement of the adoption of the Rights Agreement, is a Beneficial Owner of 10% or more of the Common Shares of the Company then outstanding (a “Indenture TrusteeGrandfathered Stockholder”); provided, however, that Mxxxx X. Xxxxxxx and his Affiliates and Associates shall not be deemed to be an Acquiring Person; provided further that if a Grandfathered Stockholder becomes, after the entire unpaid principal amount Record Date, the Beneficial Owner of this Note additional Common Shares (other than as a result of (A) a stock dividend, stock split, reverse stock split, subdivision or similar transaction effected by the Company in which all registered holders of Common Shares are treated substantially equally, (B) the grant or issuance by the Company to its directors, officers and/or employees of options, warrants, rights or similar interests, or any exchange thereof, to acquire Common Shares by the Company pursuant to any executive compensation plan or arrangement, employee benefit, stock incentive plan, stock option plan or stock ownership plan of the Company adopted by the Board, and the subsequent vesting, exercise or conversion of such options, warrants, rights or similar interests, (C) the grant or issuance by the Company to its directors, officers and/or employees of restricted Common Shares or restricted stock units pursuant to a restricted stock or other compensation plan or arrangement adopted by the Board and the subsequent vesting of such shares or stock units, (D) the acquisition of Common Shares directly from the Company, or (E) the acquisition of Common Shares solely as a result of corporate action of the Company not caused, directly or indirectly, by such person) regardless of whether, thereafter or as a result thereof, there is an increase, decrease or no change in the percentage of Common Shares then outstanding beneficially owned by such Grandfathered Stockholder, then such Grandfathered Stockholder shall be due and payable on deemed an Acquiring Person unless, upon such acquisition of beneficial ownership of additional Common Shares, such Grandfathered Stockholder is not the earlier Beneficial Owner of 10% or more of the December 2025 Payment Date (Common Shares then outstanding; provided further that upon the “Class A-4 Final Scheduled Payment Date”) and the Redemption Date, if any, pursuant to Section 10.01 of the Indenture. Generally, no payments of principal of the Class A-4 Notes shall be made until the Class A-1 Notes, Class A-2 Notes and Class A-3 Notes have been paid in full. Capitalized terms used but not defined herein are defined in Article I of the Indenture, which also contains rules as to construction that shall be applicable herein. BY ACQUIRING A CLASS A-4 NOTE, EACH INITIAL PURCHASER, TRANSFEREE AND OWNER OF A BENEFICIAL INTEREST IN SUCH NOTE WILL BE DEEMED TO REPRESENT THAT EITHER (1) IT IS NOT AND WILL NOT BE AND IS NOT ACTING ON BEHALF OF OR ACQUIRING THE NOTES WITH THE ASSETS OF ANY PERSON THAT IS OR WILL BE (i) AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) THAT IS SUBJECT TO TITLE I OF ERISA, (ii) A “PLAN” DESCRIBED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) THAT IS SUBJECT TO SECTION 4975 OF THE CODE, (iii) ANY ENTITY OR ACCOUNT WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” (WITHIN THE MEANING OF THE DEPARTMENT OF LABOR REGULATION LOCATED AT 29 C.F.R. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) OR (iv) ANY U.S. GOVERNMENTAL PLAN, NON-U.S. PLAN, CHURCH PLAN OR ANY OTHER EMPLOYEE BENEFIT PLAN, ACCOUNT OR ARRANGEMENT THAT IS SUBJECT TO ANY U.S. FEDERAL, STATE, LOCAL OR NON-U.S. LAW THAT IS SUBSTANTIALLY SIMILAR TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”) OR (2) ITS ACQUISITION AND HOLDING OF THE CLASS A-4 NOTES (OR ANY INTEREST THEREIN) WILL NOT GIVE RISE TO A NONEXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION OF SIMILAR LAW. The Issuing Entity will pay interest on this Note at the rate per annum shown above on each Payment Date until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date), subject to certain limitations contained in the last sentence of Section 3.01 of the Indenture. Interest on this Note will accrue for each Payment Date from and including the 15th day of the preceding calendar month (or, for the initial interest accrual period, from and including the Closing Date) to but excluding the 15th day of the current calendar month. Interest will be computed on the basis first decrease of a 360-day year of twelve 30-day months. Such principal of Grandfathered Stockholder’s beneficial ownership below 10%, such Grandfathered Stockholder shall no longer be considered a Grandfathered Stockholder and interest on this Note clause (v) shall be paid in the manner specified on the reverse hereof. The principal of and interest on this Note are payable in such coin have no further force or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuing Entity effect with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture, or be valid or obligatory for any purposesuch Grandfathered Stockholder.
Appears in 1 contract
Samples: Rights Agreement (Ashford Inc.)
Signature Guaranteed. NOTICEAddress: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular---------------------------------- ------------------------------------------- EXHIBIT B FORM OF FACE OF CALLABLE CLASS B WARRANT CERTIFICATE ANTEX BIOLOGICS INC. CALLABLE CLASS B WARRANT TO PURCHASE SHARES OF COMMON STOCK VOID AFTER 5:00 P.M., without alterationWASHINGTON, enlargement or any change whatever. Such signature must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Note RegistrarD.C. TIME, which requirements include membership or participation in STAMP or such other “signature guarantee program” as may be determined by the Note Registrar in addition toON MARCH 14, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUING ENTITY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS 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. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. REGISTERED $2005 CALLABLE WARRANT NUMBER WC-B-___ __________ No.: ____ CUSIP No.: _____ WORLD OMNI AUTO RECEIVABLES TRUST 2019-C, a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuing Entity”), WARRANTS THIS CERTIFIES THAT for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of ___________ DOLLARS payable on each Payment Date in an amount equal to the result obtained by multiplying (i) a fraction the numerator of which is $______ ___________, the registered holder hereof or his or her registered assign(s) (the "Holder"), is entitled to purchase from Antex Biologics Inc., a Delaware corporation (the "Company"), at any time during the period beginning at 5:00 p.m., Washington, D.C. Time, March 15, 2001, and ending at 5:00 p.m., Washington, D.C. Time, on March 14, 2005 (the denominator "Expiration Date"), unless earlier redeemed, the number of shares of Common Stock of the Company (the "Shares") set forth above. The purchase price for one Share shall be $1.50 (the "Exercise Price"). Upon the occurrence of certain events, the amount and/or type of securities purchasable upon exercise of this Warrant Certificate shall be subject to modification or adjustment as provided in Section 11 of the Warrant Agreement referred to below (the "Warrant Agreement"). After eighteen months from the date hereof, the Company may redeem each Callable Class B Warrant at a price of $0.10 per Callable Class B Warrant (the "Redemption Price") upon at least 30 days' written notice to the Holder by following the procedures set forth in the Warrant Agreement, if the average of the closing sale prices (or, if closing sale prices are not available, the closing bid prices) of the Common Stock shall exceed $7.50 per share for any period of 20 consecutive trading days prior to the date on which the notice of redemption is given, and provided further, that the Holder shall not have exercised the Callable Class B Warrants before the close of business on the date set for redemption. After twenty-four months from the date hereof, the Company may redeem each Callable Class B Warrant at the Redemption Price upon at least 30 days' written notice to the Holder by following the procedures set forth in the Warrant Agreement, if the average of the closing sale prices (or, if closing sale prices are not available, the closing bid prices) of the Common Stock shall exceed $80,300,000 4.50 per share for any period of 20 consecutive trading days prior to the date on which the notice of redemption is given, and provided further, that the Holder shall not have exercised the Callable Class B Warrants before the close of business on the date set for redemption. After the close of business on the date fixed for redemption, the Holder shall have no rights with respect to the Callable Class B Warrants, except the right to receive the Redemption Price upon surrender of this Certificate. The Callable Class B Warrants may not be exercised by the Holder hereof unless (iia) the aggregate amountshares of Common Stock purchasable upon the exercise thereof are registered under the Securities Act of 1933, as amended (the "1933 Act"), or the transaction in which the shares of Common Stock are to be issued is exempted from the application of the registration provisions of the 1933 Act, and (b) such shares of Common Stock are registered or otherwise qualified for sale under the securities laws of the State in which the Holder resides or an exemption from such registration or qualification is available under such laws. Notwithstanding any provision of the Warrant Agreement or this Callable Class B Warrant Certificate to the contrary, the Callable Class B Warrants are not exercisable if the issuance of the shares of Common Stock purchasable upon such exercise is unlawful under the laws of any applicable jurisdiction, or, if anythe Callable Class B Warrants are Compensation Warrants, payable from the Note Distribution Account in respect of principal on the Class A-4 Notes if shareholder approval pursuant to Section 3.01 10 of the Indenture dated as Warrant Agreement has not been received authorizing a sufficient number of November 14shares of Common Stock for reservation.. All or a portion of the Callable Class B Warrants may be exercised by presentation and surrender of this Callable Class B Warrant Certificate, 2019 with the Purchase Form on the reverse side hereof duly executed, together with the Exercise Price, at the office of American Stock Transfer & Trust Company (the “Indenture”"Warrant Agent"), between at 40 Wxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx at such other office as may from time to time be designated by the Issuing Entity and MUFG Union Bank, N.A., as Indenture Trustee Warrant Agent (the “Indenture Trustee”"Designated Office"); provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier . Payment of the December 2025 Payment Date (the “Class A-4 Final Scheduled Payment Date”) and the Redemption Date, if any, pursuant to Section 10.01 of the Indenture. Generally, no payments of principal of the Class A-4 Notes Exercise Price shall be made until the Class A-1 Notes, Class A-2 Notes and Class A-3 Notes have been paid in full. Capitalized terms used but not defined herein are defined in Article I of the Indenture, which also contains rules as to construction that shall be applicable herein. BY ACQUIRING A CLASS A-4 NOTE, EACH INITIAL PURCHASER, TRANSFEREE AND OWNER OF A BENEFICIAL INTEREST IN SUCH NOTE WILL BE DEEMED TO REPRESENT THAT EITHER (1) IT IS NOT AND WILL NOT BE AND IS NOT ACTING ON BEHALF OF OR ACQUIRING THE NOTES WITH THE ASSETS OF ANY PERSON THAT IS OR WILL BE (i) AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) THAT IS SUBJECT TO TITLE I OF ERISA, (ii) A “PLAN” DESCRIBED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) THAT IS SUBJECT TO SECTION 4975 OF THE CODE, (iii) ANY ENTITY OR ACCOUNT WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” (WITHIN THE MEANING OF THE DEPARTMENT OF LABOR REGULATION LOCATED AT 29 C.F.R. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) OR (iv) ANY U.S. GOVERNMENTAL PLAN, NON-U.S. PLAN, CHURCH PLAN OR ANY OTHER EMPLOYEE BENEFIT PLAN, ACCOUNT OR ARRANGEMENT THAT IS SUBJECT TO ANY U.S. FEDERAL, STATE, LOCAL OR NON-U.S. LAW THAT IS SUBSTANTIALLY SIMILAR TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”) OR (2) ITS ACQUISITION AND HOLDING OF THE CLASS A-4 NOTES (OR ANY INTEREST THEREIN) WILL NOT GIVE RISE TO A NONEXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION OF SIMILAR LAW. The Issuing Entity will pay interest on this Note at the rate per annum shown above on each Payment Date until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date), subject to certain limitations contained in the last sentence of Section 3.01 of the Indenture. Interest on this Note will accrue for each Payment Date from and including the 15th day of the preceding calendar month (or, for the initial interest accrual period, from and including the Closing Date) to but excluding the 15th day of the current calendar month. Interest will be computed on the basis of a 360-day year of twelve 30-day months. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. The principal of and interest on this Note are payable in such coin or currency lawful money of the United States by cash or personal check or bank draft made payable to Antex Biologics Inc., except that if payment is made by personal check, no shares of America Common Stock issuable upon such exercise will be issued until such check has cleared. Upon any partial exercise of this Callable Class B Warrant Certificate, there shall be countersigned and issued to the Holder a new Callable Class B Warrant Certificate for the number of Callable Class B Warrants as to which this Callable Class B Warrant Certificate was not exercised. This Callable Class B Warrant Certificate may be exchanged at the time Designated Office of payment the Warrant Agent by surrender of this Callable Class B Warrant Certificate properly endorsed either separately or in combination with one or more other Callable Class B Warrant Certificates for one or more new Callable Class B Warrant Certificates of like tenor entitling the Holder thereof to purchase the same aggregate number of Callable Class B Warrants as were purchasable on exercise of the Callable Class B Warrant Certificate or Callable Class B Warrant Certificates exchanged. No fractional Shares will be issued upon the exercise of this Callable Class B Warrant Certificate singly or in combination with any other Callable Class B Warrant Certificate, and in lieu thereof the Company will pay to the Holder the cash value of any such fraction, as provided in the Warrant Agreement. This Callable Class B Warrant Certificate is legal tender transferable at the Designated Office of the Warrant Agent set forth above, in the manner and subject to the limitations set forth in the Warrant Agreement. The Holder or any transferee, as the case may be, shall be responsible for payment any applicable transfer tax or other governmental charge. This Callable Class B Warrant is issued under and in accordance with an Agreement, dated as of public March 15, 2000, between the Company and private debtsthe Warrant Agent and is subject in all respects to the terms and provisions contained in the Warrant Agreement, to which the Holder of the Callable Class B Warrants by acceptance hereof consents. All payments A copy of the Warrant Agreement may be obtained by the Holder upon written request to the Warrant Agent. Prior to due presentment for registration of transfer of the Callable Class B Warrants, the Company and the Warrant Agent may deem and treat the registered holder thereof as the absolute owner of the Callable Class B Warrants (notwithstanding any notation of ownership or other writing thereon made by anyone other than the Issuing Entity with respect to this Note Company or the Warrant Agent) for the purpose of any exercise thereof and for all other purposes, and neither the Company nor the Warrant Agent shall be applied first affected by any notice to interest due and payable on this Note the contrary. The Callable Class B Warrants do not entitle the Holder to any rights of a shareholder of the Company, including the right to vote, to receive dividends or other distributions, or to receive any notice of any proceedings of the Company, except as provided above and then to in the unpaid principal of this NoteWarrant Agreement. Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note This Callable Class B Warrant Certificate shall not be entitled to any benefit under the Indenture, or be valid or obligatory for any purpose.purpose until countersigned by the Warrant Agent. DATED:
Appears in 1 contract
Signature Guaranteed. NOTICE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatever. Such signature must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation in STAMP or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE IF NONE OF THE DEPOSITORY TRUST COMPANYFOREGOING BOXES IS CHECKED, A NEW YORK CORPORATION (“DTC”), THE TRUSTEE SHALL NOT BE OBLIGATED TO THE ISSUING ENTITY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED REGISTER THIS SECURITY IN THE NAME OF CEDE & CO. OR IN SUCH ANY PERSON OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (THAN THE HOLDER HEREOF UNLESS AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR UNTIL THE CONDITIONS TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THE PRINCIPAL SUCH TRANSFER OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS REGISTRATION SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOFHEREOF AND IN THE TRANSACTION DOCUMENTS, SHALL HAVE BEEN SATISFIED. SERIES 1997-1 SUPPLEMENT 62 EXHIBIT A-3 FORM OF SUBORDINATED TRANSFEROR CERTIFICATE ----------- --, ---- REGISTERED $__________ No.: ____ CUSIP No.: _____ WORLD OMNI AUTO RECEIVABLES TRUST 2019-C, a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuing Entity”), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of ___________ DOLLARS payable on each Payment Date in an amount equal to the result obtained by multiplying (i) a fraction the numerator of which is $______ and the denominator of which is $80,300,000 by (ii) the aggregate amount, if any, payable from the Note Distribution Account in respect of principal on the Class A-4 Notes pursuant to Section 3.01 of the Indenture dated as of November 14, 2019 (the “Indenture”), between the Issuing Entity and MUFG Union Bank, N.A., as Indenture Trustee (the “Indenture Trustee”); provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of the December 2025 Payment Date (the “Class A-4 Final Scheduled Payment Date”) and the Redemption Date, if any, pursuant to Section 10.01 of the Indenture. Generally, no payments of principal of the Class A-4 Notes shall be made until the Class A-1 Notes, Class A-2 Notes and Class A-3 Notes have been paid in full. Capitalized terms used but not defined herein are defined in Article I of the Indenture, which also contains rules as to construction that shall be applicable herein. BY ACQUIRING A CLASS A-4 NOTE, EACH INITIAL PURCHASER, TRANSFEREE AND OWNER OF A BENEFICIAL INTEREST IN SUCH NOTE WILL BE DEEMED TO REPRESENT THAT EITHER (1) IT IS Variable Principal Amount* THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE AND IS NOT ACTING ON BEHALF OF OR ACQUIRING REGISTERED UNDER THE NOTES WITH THE ASSETS OF ANY PERSON THAT IS OR WILL BE (i) AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY SECURITIES ACT OF 1974, AS AMENDED (“ERISA”) THAT IS SUBJECT TO TITLE I OF ERISA, (ii) A “PLAN” DESCRIBED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 19861933, AS AMENDED (THE “CODE”) THAT IS SUBJECT "SECURITIES ACT"), AND MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO SECTION 4975 AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE CODE, (iii) ANY ENTITY OR ACCOUNT WHOSE UNDERLYING SECURITIES ACT. Certificate No. __ SERIES 1997-1 SUBORDINATED TRANSFEROR FLOATING RATE CERTIFICATE THIS CERTIFICATE REPRESENTS AN UNDIVIDED INTEREST IN CERTAIN ASSETS INCLUDE “PLAN ASSETS” (WITHIN THE MEANING OF THE DEPARTMENT OF LABOR REGULATION LOCATED AT 29 C.F.R. SECTION 2510.3ELDEX-101XXXXXXX XXXTER TRUST the corpus of which consists primarily of certain receivables generated from time to time by The Eldex-Xxxxxxx Xxxres Corp. (the "COMPANY") which are then purchased by The El-Bee Chargit Corp. ("CHARGIT") (together, AS MODIFIED BY SECTION 3(42the "ORIGINATORS") OF ERISA) OR and then purchased by The El-Bee Receivables Corporation (iv) ANY U.S. GOVERNMENTAL PLAN, NON-U.S. PLAN, CHURCH PLAN OR ANY OTHER EMPLOYEE BENEFIT PLAN, ACCOUNT OR ARRANGEMENT THAT IS SUBJECT TO ANY U.S. FEDERAL, STATE, LOCAL OR NON-U.S. LAW THAT IS SUBSTANTIALLY SIMILAR TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”) OR (2) ITS ACQUISITION AND HOLDING OF THE CLASS A-4 NOTES (OR ANY INTEREST THEREIN) WILL NOT GIVE RISE TO A NONEXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION OF SIMILAR LAW. The Issuing Entity will pay interest on this Note at the rate per annum shown above on each Payment Date until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date"TRANSFEROR"), subject from the Originators, which in turn transfers and assigns such receivables to certain limitations contained in the last sentence of Section 3.01 of the Indenture. Interest on this Note will accrue for each Payment Date from and including the 15th day of the preceding calendar month (or, for the initial interest accrual period, from and including the Closing Date) to but excluding the 15th day of the current calendar month. Interest will be computed on the basis of a 360The Eldex-day year of twelve 30-day months. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuing Entity with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then Xxxxxxx Xxxter Trust pursuant to the unpaid principal Pooling and Servicing Agreement, dated as of this NoteDecember 30, 1997, among the Transferor, Chargit, as Servicer, and Bankers Trust Company, as Trustee (as amended, supplemented or otherwise modified from time to time, the "POOLING AND SERVICING AGREEMENT"; capitalized terms used herein and not otherwise defined herein are used herein as therein defined). Reference is made to the further provisions This Certificate --------------------------------------- * Denominations of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face $5,000,000 and multiples of this Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture, or be valid or obligatory for any purpose$1,000 in excess thereof.
Appears in 1 contract
Samples: Master Trust Supplement (Elder Beerman Stores Corp)
Signature Guaranteed. NOTICE2 NOTE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whateverwhatsoever. Such signature must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation in STAMP or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amendedEXHIBIT C-3 FORM OF VARIABLE PAY REVOLVING NOTE REGISTERED $____________ No. UNLESS R- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP NO. N/A THE SECURITIES REPRESENTED BY THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE WERE ORIGINALLY ISSUED ON JANUARY 17, 2001, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”"ACT"), OR APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION THEREUNDER. THIS NOTE (AND INTERESTS THEREIN) ARE ALSO SUBJECT TO THE ISSUING ENTITY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED RESTRICTIONS SET FORTH IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS 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 HEREININDENTURE REFERENCED BELOW. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. REGISTERED $_______CAPITAL AUTO RECEIVABLES ASSET TRUST 2001-1 FLOATING RATE VARIABLE PAY ASSET BACKED REVOLVING NOTES, CLASS ___ No.: ____ CUSIP No.: _____ WORLD OMNI CAPITAL AUTO RECEIVABLES ASSET TRUST 20192001-C1, a statutory business trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuing Entity”"Issuer"), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of ___________ DOLLARS _____, or registered assigns, the principal balance outstanding under this Variable Pay Revolving Note as shown on Schedule I attached hereto, payable in accordance with the Indenture (as defined on the reverse side of this Note), on each Payment Distribution Date in an amount equal to the result obtained by multiplying (i) a fraction fraction, the numerator of which is $______ the principal amount hereof and the denominator of which is $80,300,000 the aggregate principal amounts for all Variable Pay Revolving Notes, Class ___ , by (ii) the aggregate amount, if any, payable on such Distribution Date from the Note Distribution Account in respect of principal on the Variable Pay Revolving Notes, Class A-4 Notes ___, pursuant to Section 3.01 Sections 2.7, 3.1 and 8.2(c) of the Indenture dated as of November 14, 2019 (the “Indenture”), between the Issuing Entity and MUFG Union Bank, N.A., as Indenture Trustee (the “Indenture Trustee”); provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of the December 2025 Payment Date ___________ (the “Class A-4 "Final Scheduled Payment Distribution Date”") and the Redemption Date, if any, pursuant to Section 10.01 10.1 of the Indenture. Generally, no payments of principal of the Class A-4 Notes The Issuer shall be made until the Class A-1 Notes, Class A-2 Notes and Class A-3 Notes have been paid in full. Capitalized terms used but not defined herein are defined in Article I of the Indenture, which also contains rules as to construction that shall be applicable herein. BY ACQUIRING A CLASS A-4 NOTE, EACH INITIAL PURCHASER, TRANSFEREE AND OWNER OF A BENEFICIAL INTEREST IN SUCH NOTE WILL BE DEEMED TO REPRESENT THAT EITHER (1) IT IS NOT AND WILL NOT BE AND IS NOT ACTING ON BEHALF OF OR ACQUIRING THE NOTES WITH THE ASSETS OF ANY PERSON THAT IS OR WILL BE (i) AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) THAT IS SUBJECT TO TITLE I OF ERISA, (ii) A “PLAN” DESCRIBED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) THAT IS SUBJECT TO SECTION 4975 OF THE CODE, (iii) ANY ENTITY OR ACCOUNT WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” (WITHIN THE MEANING OF THE DEPARTMENT OF LABOR REGULATION LOCATED AT 29 C.F.R. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) OR (iv) ANY U.S. GOVERNMENTAL PLAN, NON-U.S. PLAN, CHURCH PLAN OR ANY OTHER EMPLOYEE BENEFIT PLAN, ACCOUNT OR ARRANGEMENT THAT IS SUBJECT TO ANY U.S. FEDERAL, STATE, LOCAL OR NON-U.S. LAW THAT IS SUBSTANTIALLY SIMILAR TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”) OR (2) ITS ACQUISITION AND HOLDING OF THE CLASS A-4 NOTES (OR ANY INTEREST THEREIN) WILL NOT GIVE RISE TO A NONEXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION OF SIMILAR LAW. The Issuing Entity will pay interest on this Note at the rate per annum shown above on each Payment Distribution Date until the principal of this Note is paid or made available for payment, payment on the principal amount of this Note outstanding on the preceding Payment Distribution Date (after giving effect to all payments of principal made on the preceding Payment Date), subject to certain limitations contained in the last sentence of Section 3.01 of the Indenture. Interest on this Note will accrue for each Payment Distribution Date from and including the 15th day of the preceding calendar month (or, for the initial interest accrual periodDistribution Date, the outstanding principal balance on the Closing Date)). Interest on the Variable Pay Revolving Notes, Class __, will accrue from and including the Closing Date) , and will be payable on each Distribution Date in an amount equal to but excluding the 15th day of Noteholders' Interest Distributable Amount for such Distribution Date for the current calendar monthVariable Pay Revolving Notes, Class __. Interest will be computed on the basis of the actual number of days elapsed from and including the prior Distribution Date (or, in the case of the first Distribution Date, from and including the Closing Date) and a 360-day year of twelve 30-day monthsyear. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. All interest payments on each class of Notes on any Distribution Date shall be made pro rata to the Noteholders of such class entitled thereto. Subject to the terms and conditions set forth herein, if on a Targeted Final Distribution Date for any Class A Notes, the Issuer gives notice, by telephone and confirmed in writing, by a duly approved agent thereof, requesting an Incremental Advance in order to make principal payments on the applicable Class A Notes on such Targeted Final Distribution Date, the Holder hereof may, but shall not be obligated to, agree to make such Incremental Advance. The amount of such Incremental Advance shall equal the amount specified by the Issuer. The principal of and interest on this Note are payable in such coin or currency of the United States of America as which, at the time of payment payment, is legal tender for payment of public and private debts. All payments made by the Issuing Entity Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture, Indenture referred to on the reverse hereof or be valid or obligatory for any purpose.
Appears in 1 contract
Signature Guaranteed. NOTICE4 NOTE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whateverwhatsoever. Such signature must be guaranteed by an Table of Contents THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “eligible guarantor institutionSECURITIES ACT”), OR UNDER ANY STATE SECURITIES OR BLUE SKY LAW OF ANY STATE. THE HOLDER HEREOF, BY PURCHASING THIS NOTE, AGREES THAT THIS NOTE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER REQUIREMENTS OF LAWS AND ONLY (1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A “QIB”) WHO IS A QUALIFIED PURCHASER FOR PURPOSES OF SECTION 3(c)(7) UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (A “QUALIFIED PURCHASER”), PURCHASING FOR ITS OWN ACCOUNT OR A QIB WHO IS A QUALIFIED PURCHASER PURCHASING FOR THE ACCOUNT OF A QIB WHO IS A QUALIFIED PURCHASER, WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) IN CERTIFICATED FORM TO AN INSTITUTIONAL “ACCREDITED INVESTOR” meeting the requirements (WITHIN THE MEANING OF RULE 501 (a)(1)–(3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT) THAT IS ALSO A QUALIFIED PURCHASER PURCHASING FOR INVESTMENT AND NOT FOR DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, IN EACH CASE, SUBJECT TO (A) THE RECEIPT BY THE TRUSTEE OF A LETTER SUBSTANTIALLY IN THE FORM PROVIDED IN THE INDENTURE AND (B) THE RECEIPT BY THE TRUSTEE OF SUCH OTHER EVIDENCE ACCEPTABLE TO THE TRUSTEE THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER REQUIREMENTS OF LAWS OR IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED STATES AND SECURITIES AND BLUE SKY LAWS OF ANY STATE OF THE UNITED STATES AND ANY OTHER APPLICABLE JURISDICTION, (3) TO A QUALIFIED PURCHASER IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (4) PURSUANT TO ANOTHER EXEMPTION AVAILABLE UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES LAWS, OR (5) PURSUANT TO A VALID REGISTRATION STATEMENT. THE PURCHASE OF THIS NOTE WILL BE DEEMED A REPRESENTATION BY THE ACQUIRER THAT EITHER: (I) IT IS NOT, AND IS NOT ACQUIRING OR HOLDING THIS NOTE OR ANY INTEREST THEREIN, DIRECTLY OR INDIRECTLY, ON BEHALF OF OR WITH ANY ASSETS OF, AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF ERISA THAT IS SUBJECT TO TITLE I OF ERISA, A “PLAN” DESCRIBED IN AND SUBJECT TO SECTION 4975 OF THE CODE (COLLECTIVELY, A “PLAN”), OR OTHER PLAN OR ARRANGEMENT SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW SUBSTANTIVELY SIMILAR OR OF SIMILAR EFFECT TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAW”); OR (II) ITS ACQUISITION AND HOLDING OF Table of the Note RegistrarContents THIS NOTE WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE BY REASON OF ANY OF SECTION 408(b)(17) OF ERISA OR SECTION 4975(d)(20) OF THE CODE, which requirements include membership or participation in STAMP or such other PROHIBITED TRANSACTION CLASS EXEMPTION (“signature guarantee program” as may be determined by the Note Registrar in addition toPTCE”) 96-23, or in substitution forXXXX 00-00, STAMPXXXX 00-00, all in accordance with the Securities Exchange Act of 1934XXXX 00-0, as amendedXXXX 84-14, EACH AS AMENDED, OR AN EXEMPTION SIMILAR TO THE FOREGOING EXEMPTIONS OR, IN THE CASE OF A PLAN OR ARRANGEMENT SUBJECT TO SIMILAR LAW, WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW. [IF HELD BY DTC] [UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUING ENTITY ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS 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. .] THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. THE RIGHTS OF THE HOLDER OF THIS CLASS B NOTE TO RECEIVE INTEREST ARE SUBORDINATED TO THE RIGHTS OF THE HOLDERS OF THE CLASS A NOTES TO RECEIVE INTEREST AND THE RIGHTS OF THE HOLDERS OF THIS CLASS B NOTE TO RECEIVE PRINCIPAL ARE SUBORDINATED TO THE RIGHTS OF THE HOLDERS OF THE CLASS A NOTES TO RECEIVE PRINCIPAL AND INTEREST TO THE EXTENT SET FORTH IN THE SALE AND SERVICING AGREEMENT. AS A CONDITION TO THE PAYMENT OF ANY AMOUNT HEREUNDER WITHOUT THE IMPOSITION OF WITHHOLDING TAX, THE TRUSTEE SHALL REQUIRE CERTIFICATION ACCEPTABLE TO IT TO ENABLE THE ISSUER AND THE TRUSTEE TO DETERMINE THEIR DUTIES AND LIABILITIES WITH RESPECT TO ANY TAXES THAT THEY MAY BE REQUIRED TO PAY, DEDUCT OR WITHHOLD IN RESPECT OF THIS NOTE OR THE HOLDER HEREOF UNDER ANY PRESENT OR FUTURE LAW OR REGULATION OF THE UNITED STATES OR ANY PRESENT OR FUTURE LAW OR REGULATION OF ANY POLITICAL SUBDIVISION THEREOF OR TAXING AUTHORITY THEREIN OR TO COMPLY WITH ANY REPORTING OR OTHER REQUIREMENTS UNDER ANY SUCH LAW OR REGULATION. Table of Contents REGISTERED $No. B–__ [__________ No.: ] [____ ], 2007 [144A CUSIP NO. ] [Reg S ISIN NO. ] [Reg S CUSIP No.: _____ WORLD OMNI AUTO RECEIVABLES TRUST 2019. ] [Common Code No. ] NewStar Commercial Loan Trust 2007-C1, a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuing EntityIssuer”), for value received, hereby promises to pay to Cede & Co.______________________, or registered assigns, the principal sum of _____________________________________________________ DOLLARS payable in accordance with the Indenture and the Sale and Servicing Agreement on each Payment Distribution Date on which principal is required to be paid in an amount equal to the result obtained by multiplying (i) a fraction fraction, the numerator of which is $______ the initial principal balance of this Class B Note and the denominator of which is $80,300,000 the Initial Class B Principal Balance by (ii) the aggregate amount, if any, payable from the Note Distribution Account in respect of principal on the Class A-4 B Notes pursuant to Section 3.01 of the Indenture dated as of November 14, 2019 (the “Indenture”), between the Issuing Entity and MUFG Union Bank, N.A., as Indenture Trustee (the “Indenture Trustee”); provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of the December 2025 Payment Date (the “Class A-4 Final Scheduled Payment Date”) and the Redemption Date, if any, pursuant to Section 10.01 3.05 of the Indenture. Generally, no payments of principal of the Class A-4 Notes shall be made until the Class A-1 Notes, Class A-2 Notes and Class A-3 Notes have been paid in full. Capitalized terms used but not defined herein are defined in Article I of the Indenture, which also contains rules as to construction that shall be applicable herein. BY ACQUIRING A CLASS A-4 NOTE, EACH INITIAL PURCHASER, TRANSFEREE AND OWNER OF A BENEFICIAL INTEREST IN SUCH NOTE WILL BE DEEMED TO REPRESENT THAT EITHER (1) IT IS NOT AND WILL NOT BE AND IS NOT ACTING ON BEHALF OF OR ACQUIRING THE NOTES WITH THE ASSETS OF ANY PERSON THAT IS OR WILL BE (i) AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) THAT IS SUBJECT TO TITLE I OF ERISA, (ii) A “PLAN” DESCRIBED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) THAT IS SUBJECT TO SECTION 4975 OF THE CODE, (iii) ANY ENTITY OR ACCOUNT WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” (WITHIN THE MEANING OF THE DEPARTMENT OF LABOR REGULATION LOCATED AT 29 C.F.R. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) OR (iv) ANY U.S. GOVERNMENTAL PLAN, NON-U.S. PLAN, CHURCH PLAN OR ANY OTHER EMPLOYEE BENEFIT PLAN, ACCOUNT OR ARRANGEMENT THAT IS SUBJECT TO ANY U.S. FEDERAL, STATE, LOCAL OR NON-U.S. LAW THAT IS SUBSTANTIALLY SIMILAR TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”) OR (2) ITS ACQUISITION AND HOLDING OF THE CLASS A-4 NOTES (OR ANY INTEREST THEREIN) WILL NOT GIVE RISE TO A NONEXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION OF SIMILAR LAW. The Issuing Entity will pay interest on this Note at the rate per annum shown above on each Payment Date until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date), subject to certain limitations contained in the last sentence of Section 3.01 of the Indenture. Interest on this Note will accrue for each Payment Date from and including the 15th day of the preceding calendar month (or, for the initial interest accrual period, from and including the Closing Date) to but excluding the 15th day of the current calendar month. Interest will be computed on the basis of a 360-day year of twelve 30-day months. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. The principal of and interest on this Class B Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuing Entity Issuer with respect to this Class B Note shall be applied first to interest due and payable on this Class B Note as provided above and then to the unpaid principal of this Class B Note. Reference is made to the further provisions of this Class B Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Class B Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Class B Note shall not be entitled to any benefit under the IndentureIndenture referred to on the reverse hereof, or be valid or obligatory for any purpose.. Table of Contents
Appears in 1 contract
Samples: Indenture (NewStar Financial, Inc.)
Signature Guaranteed. NOTICE6 NOTE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whateverwhatsoever. Such signature must be guaranteed by an Table of Contents THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “eligible guarantor institutionSECURITIES ACT”), OR UNDER ANY STATE SECURITIES OR BLUE SKY LAW OF ANY STATE. THE HOLDER HEREOF, BY PURCHASING THIS NOTE, AGREES THAT THIS NOTE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER REQUIREMENTS OF LAWS AND ONLY (1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A “QIB”) WHO IS A QUALIFIED PURCHASER FOR PURPOSES OF SECTION 3(c)(7) UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (A “QUALIFIED PURCHASER”), PURCHASING FOR ITS OWN ACCOUNT OR A QIB WHO IS A QUALIFIED PURCHASER PURCHASING FOR THE ACCOUNT OF A QIB WHO IS A QUALIFIED PURCHASER, WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) IN CERTIFICATED FORM TO AN INSTITUTIONAL “ACCREDITED INVESTOR” meeting the requirements (WITHIN THE MEANING OF RULE 501 (a)(1)–(3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT) THAT IS ALSO A QUALIFIED PURCHASER PURCHASING FOR INVESTMENT AND NOT FOR DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, IN EACH CASE, SUBJECT TO (A) THE RECEIPT BY THE TRUSTEE OF A LETTER SUBSTANTIALLY IN THE FORM PROVIDED IN THE INDENTURE AND (B) THE RECEIPT BY THE TRUSTEE OF SUCH OTHER EVIDENCE ACCEPTABLE TO THE TRUSTEE THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER REQUIREMENTS OF LAWS OR IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED STATES AND SECURITIES AND BLUE SKY LAWS OF ANY STATE OF THE UNITED STATES AND ANY OTHER APPLICABLE JURISDICTION, (3) TO A QUALIFIED PURCHASER IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (4) PURSUANT TO ANOTHER EXEMPTION AVAILABLE UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES LAWS, OR (5) PURSUANT TO A VALID REGISTRATION STATEMENT. THE PURCHASE OF THIS NOTE WILL BE DEEMED A REPRESENTATION BY THE ACQUIRER THAT EITHER: (I) IT IS NOT, AND IS NOT ACQUIRING OR HOLDING THIS NOTE OR ANY INTEREST THEREIN, DIRECTLY OR INDIRECTLY, ON BEHALF OF OR WITH ANY ASSETS OF, AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF ERISA THAT IS SUBJECT TO TITLE I OF ERISA, A “PLAN” DESCRIBED IN AND SUBJECT TO SECTION 4975 OF THE CODE (COLLECTIVELY, A “PLAN”), OR OTHER PLAN OR ARRANGEMENT SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW SUBSTANTIVELY SIMILAR OR OF SIMILAR EFFECT TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAW”); OR (II) ITS ACQUISITION AND HOLDING OF Table of the Note RegistrarContents THIS NOTE WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE BY REASON OF ANY OF SECTION 408(b)(17) OF ERISA OR SECTION 4975(d)(20) OF THE CODE, which requirements include membership or participation in STAMP or such other PROHIBITED TRANSACTION CLASS EXEMPTION (“signature guarantee program” as may be determined by the Note Registrar in addition toPTCE”) 96-23, or in substitution forXXXX 00-00, STAMPXXXX 00-00, all in accordance with the Securities Exchange Act of 1934XXXX 00-0, as amendedXXXX 84-14, EACH AS AMENDED, OR AN EXEMPTION SIMILAR TO THE FOREGOING EXEMPTIONS OR, IN THE CASE OF A PLAN OR ARRANGEMENT SUBJECT TO SIMILAR LAW, WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW. [IF HELD BY DTC] [UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUING ENTITY ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS 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. .] THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. THE RIGHTS OF THE HOLDER OF THIS CLASS C NOTE TO RECEIVE INTEREST ARE SUBORDINATED TO THE RIGHTS OF THE HOLDERS OF THE CLASS A NOTES AND THE CLASS B NOTES TO RECEIVE INTEREST AND THE RIGHTS OF THE HOLDERS OF THIS CLASS C NOTE TO RECEIVE PRINCIPAL ARE SUBORDINATED TO THE RIGHTS OF THE HOLDERS OF THE CLASS A NOTES AND THE CLASS B NOTES TO RECEIVE PRINCIPAL AND INTEREST TO THE EXTENT SET FORTH IN THE SALE AND SERVICING AGREEMENT. AS A CONDITION TO THE PAYMENT OF ANY AMOUNT HEREUNDER WITHOUT THE IMPOSITION OF WITHHOLDING TAX, THE TRUSTEE SHALL REQUIRE CERTIFICATION ACCEPTABLE TO IT TO ENABLE THE ISSUER AND THE TRUSTEE TO DETERMINE THEIR DUTIES AND LIABILITIES WITH RESPECT TO ANY TAXES THAT THEY MAY BE REQUIRED TO PAY, DEDUCT OR WITHHOLD IN RESPECT OF THIS NOTE OR THE HOLDER HEREOF UNDER ANY PRESENT OR FUTURE LAW OR REGULATION OF THE UNITED STATES OR ANY PRESENT OR FUTURE LAW OR REGULATION OF ANY POLITICAL SUBDIVISION THEREOF OR TAXING AUTHORITY THEREIN OR TO COMPLY WITH ANY REPORTING OR OTHER REQUIREMENTS UNDER ANY SUCH LAW OR REGULATION. Table of Contents REGISTERED $________No. C–__ No.: ____ [144A CUSIP NO. ] [Reg S ISIN NO. ] [Reg S CUSIP No.: _____ WORLD OMNI AUTO RECEIVABLES TRUST 2019. ] [Common Code No. ] NewStar Commercial Loan Trust 2007-C1, a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuing EntityIssuer”), for value received, hereby promises to pay to Cede & Co.______________________, or registered assigns, the principal sum of _______________________________________________________ DOLLARS payable in accordance with the Indenture and the Sale and Servicing Agreement on each Payment Distribution Date on which principal is required to be paid in an amount equal to the result obtained by multiplying (i) a fraction fraction, the numerator of which is $______ the initial principal balance of this Class C Note and the denominator of which is $80,300,000 the Initial Class C Principal Balance by (ii) the aggregate amount, if any, payable from the Note Distribution Account in respect of principal on the Class A-4 C Notes pursuant to Section 3.01 of the Indenture dated as of November 14, 2019 (the “Indenture”), between the Issuing Entity and MUFG Union Bank, N.A., as Indenture Trustee (the “Indenture Trustee”); provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of the December 2025 Payment Date (the “Class A-4 Final Scheduled Payment Date”) and the Redemption Date, if any, pursuant to Section 10.01 3.05 of the Indenture. Generally, no payments of principal of the Class A-4 Notes shall be made until the Class A-1 Notes, Class A-2 Notes and Class A-3 Notes have been paid in full. Capitalized terms used but not defined herein are defined in Article I of the Indenture, which also contains rules as to construction that shall be applicable herein. BY ACQUIRING A CLASS A-4 NOTE, EACH INITIAL PURCHASER, TRANSFEREE AND OWNER OF A BENEFICIAL INTEREST IN SUCH NOTE WILL BE DEEMED TO REPRESENT THAT EITHER (1) IT IS NOT AND WILL NOT BE AND IS NOT ACTING ON BEHALF OF OR ACQUIRING THE NOTES WITH THE ASSETS OF ANY PERSON THAT IS OR WILL BE (i) AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) THAT IS SUBJECT TO TITLE I OF ERISA, (ii) A “PLAN” DESCRIBED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) THAT IS SUBJECT TO SECTION 4975 OF THE CODE, (iii) ANY ENTITY OR ACCOUNT WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” (WITHIN THE MEANING OF THE DEPARTMENT OF LABOR REGULATION LOCATED AT 29 C.F.R. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) OR (iv) ANY U.S. GOVERNMENTAL PLAN, NON-U.S. PLAN, CHURCH PLAN OR ANY OTHER EMPLOYEE BENEFIT PLAN, ACCOUNT OR ARRANGEMENT THAT IS SUBJECT TO ANY U.S. FEDERAL, STATE, LOCAL OR NON-U.S. LAW THAT IS SUBSTANTIALLY SIMILAR TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”) OR (2) ITS ACQUISITION AND HOLDING OF THE CLASS A-4 NOTES (OR ANY INTEREST THEREIN) WILL NOT GIVE RISE TO A NONEXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION OF SIMILAR LAW. The Issuing Entity will pay interest on this Note at the rate per annum shown above on each Payment Date until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date), subject to certain limitations contained in the last sentence of Section 3.01 of the Indenture. Interest on this Note will accrue for each Payment Date from and including the 15th day of the preceding calendar month (or, for the initial interest accrual period, from and including the Closing Date) to but excluding the 15th day of the current calendar month. Interest will be computed on the basis of a 360-day year of twelve 30-day months. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. The principal of and interest on this Class C Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuing Entity Issuer with respect to this Class C Note shall be applied first to interest due and payable on this Class C Note as provided above and then to the unpaid principal of this Class C Note. Reference is made to the further provisions of this Class C Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Class C Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Class C Note shall not be entitled to any benefit under the IndentureIndenture referred to on the reverse hereof, or be valid or obligatory for any purpose.. Table of Contents
Appears in 1 contract
Samples: Indenture (NewStar Financial, Inc.)
Signature Guaranteed. NOTICEAddress: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular------------------------------------------- ------------------------------------------- C-7 38 EXHIBIT D FORM OF FACE OF NON-CALLABLE CLASS D WARRANT CERTIFICATE ANTEX BIOLOGICS INC. NON-CALLABLE CLASS D WARRANT TO PURCHASE SHARES OF COMMON STOCK VOID AFTER 5:00 P.M., without alterationWASHINGTON, enlargement or any change whatever. Such signature must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Note RegistrarD.C. TIME, which requirements include membership or participation in STAMP or such other “signature guarantee program” as may be determined by the Note Registrar in addition toON MARCH 14, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUING ENTITY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS 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. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. REGISTERED $2005 NON-CALLABLE WARRANT NUMBER WC-D-___ __________ No.: ____ CUSIP No.: _____ WORLD OMNI AUTO RECEIVABLES TRUST 2019-C, a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuing Entity”), WARRANTS THIS CERTIFIES THAT for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of ___________ DOLLARS payable on each Payment Date in an amount equal to the result obtained by multiplying (i) a fraction the numerator of which is $______ ___________, the registered holder hereof or his or her registered assign(s) (the "Holder"), is entitled to purchase from Antex Biologics Inc., a Delaware corporation (the "Company"), at any time during the period beginning at 5:00 p.m., Washington, D.C. Time, on March 15, 2001, and ending at 5:00 p.m., Washington, D.C. Time, on March 14, 2005 (the denominator "Expiration Date"), unless earlier redeemed, the number of which is shares of Common Stock of the Company (the "Shares") set forth above. The purchase price for one Share shall be $80,300,000 1.50 (the "Exercise Price"). Upon the occurrence of certain events, the amount and/or type of securities purchasable upon exercise of this Warrant Certificate shall be subject to modification or adjustment as provided in Section 11 of the Warrant Agreement referred to below (the "Warrant Agreement"). The Non-Callable Class D Warrants may not be exercised by the Holder hereof unless (iia) the aggregate amountshares of Common Stock purchasable upon the exercise thereof are registered under the Securities Act of 1933, as amended (the "1933 Act"), or the transaction in which the shares of Common Stock are to be issued is exempted from the application of the registration provisions of the 1933 Act, and (b) such shares of Common Stock are registered or otherwise qualified for sale under the securities laws of the State in which the Holder resides or an exemption from such registration or qualification is available under such laws. Notwithstanding any provision of the Warrant Agreement or this Non-Callable Class D Warrant Certificate to the contrary, the Non-Callable Class D Warrants are not exercisable if the issuance of the shares of Common Stock purchasable upon such exercise is unlawful under the laws of any applicable jurisdiction or, if anythe Non-Callable Class D Warrants are Compensation Warrants, payable from the Note Distribution Account in respect of principal on the Class A-4 Notes if shareholder approval pursuant to Section 3.01 10 of the Indenture dated as Warrant Agreement has not been received authorizing a sufficient number of November 14shares of Common Stock for reservation. All or a portion of the Non-Callable Class D Warrants may be exercised by presentation and surrender of this Non-Callable Class D Warrant Certificate, 2019 with the Purchase Form on the reverse side hereof duly executed, together with the Exercise Price, at the office of American Stock Transfer & Trust Company (the “Indenture”"Warrant Agent"), between at 40 Wxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx at such other office as may from time to time be designated by the Issuing Entity and MUFG Union Bank, N.A., as Indenture Trustee Warrant Agent (the “Indenture Trustee”"Designated Office"); provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier . Payment of the December 2025 Payment Date (the “Class A-4 Final Scheduled Payment Date”) and the Redemption Date, if any, pursuant to Section 10.01 of the Indenture. Generally, no payments of principal of the Class A-4 Notes Exercise Price shall be made until the Class A-1 Notes, Class A-2 Notes and Class A-3 Notes have been paid in full. Capitalized terms used but not defined herein are defined in Article I of the Indenture, which also contains rules as to construction that shall be applicable herein. BY ACQUIRING A CLASS A-4 NOTE, EACH INITIAL PURCHASER, TRANSFEREE AND OWNER OF A BENEFICIAL INTEREST IN SUCH NOTE WILL BE DEEMED TO REPRESENT THAT EITHER (1) IT IS NOT AND WILL NOT BE AND IS NOT ACTING ON BEHALF OF OR ACQUIRING THE NOTES WITH THE ASSETS OF ANY PERSON THAT IS OR WILL BE (i) AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) THAT IS SUBJECT TO TITLE I OF ERISA, (ii) A “PLAN” DESCRIBED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) THAT IS SUBJECT TO SECTION 4975 OF THE CODE, (iii) ANY ENTITY OR ACCOUNT WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” (WITHIN THE MEANING OF THE DEPARTMENT OF LABOR REGULATION LOCATED AT 29 C.F.R. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) OR (iv) ANY U.S. GOVERNMENTAL PLAN, NON-U.S. PLAN, CHURCH PLAN OR ANY OTHER EMPLOYEE BENEFIT PLAN, ACCOUNT OR ARRANGEMENT THAT IS SUBJECT TO ANY U.S. FEDERAL, STATE, LOCAL OR NON-U.S. LAW THAT IS SUBSTANTIALLY SIMILAR TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”) OR (2) ITS ACQUISITION AND HOLDING OF THE CLASS A-4 NOTES (OR ANY INTEREST THEREIN) WILL NOT GIVE RISE TO A NONEXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION OF SIMILAR LAW. The Issuing Entity will pay interest on this Note at the rate per annum shown above on each Payment Date until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date), subject to certain limitations contained in the last sentence of Section 3.01 of the Indenture. Interest on this Note will accrue for each Payment Date from and including the 15th day of the preceding calendar month (or, for the initial interest accrual period, from and including the Closing Date) to but excluding the 15th day of the current calendar month. Interest will be computed on the basis of a 360-day year of twelve 30-day months. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. The principal of and interest on this Note are payable in such coin or currency lawful money of the United States by cash or personal check or bank draft made payable to Antex Biologics Inc., except that if payment is made by personal check, no shares of America Common Stock issuable upon such exercise will be issued until such check has cleared. Upon any partial exercise of this Non-Callable Class D Warrant Certificate, there shall be countersigned and issued to the Holder a new Non-Callable Class D Warrant Certificate for the number of Non-Callable Class D Warrants as to which this Non-Callable Class D Warrant Certificate was not exercised. This Non-Callable Class D Warrant Certificate may be exchanged at the time Designated Office of payment the Warrant Agent by surrender of this Non-Callable Class D Warrant Certificate properly endorsed either separately or in combination with one or more other Non-Callable Class D Warrant Certificates for one or more new Non-Callable Class D Warrant Certificates of like tenor entitling the Holder thereof to purchase the same aggregate number of Non-Callable Class D Warrants as were purchasable on exercise of the Non-Callable Class D Warrant Certificate or Non-Callable Class D Warrant Certificates exchanged. No fractional Shares will be issued upon the exercise of this Non-Callable Class D Warrant Certificate singly or in combination with any other Non-Callable Class D Warrant Certificate, and in lieu thereof the Company will pay to the Holder the cash value of any such fraction, as provided in the Warrant Agreement. This Non-Callable Class D Warrant Certificate is legal tender transferable at the Designated Office of the Warrant Agent set forth above, in the manner and subject to the limitations set forth in the Warrant Agreement. The Holder or any transferee, as the case may be, shall be responsible for payment any applicable transfer tax or other governmental charge. This Non-Callable Class D Warrant is issued under and in accordance with an Agreement, dated as of public March 15, 2000, between the Company and private debtsthe Warrant Agent and is subject in all respects to the terms and provisions contained in the Warrant Agreement, to which the Holder of the Non-Callable Class D Warrants by acceptance hereof consents. All payments A copy of the Warrant Agreement may be obtained by the Holder upon written request to the Warrant Agent. Prior to due presentment for registration of transfer of the Non-Callable Class D Warrants, the Company and the Warrant Agent may deem and treat the registered holder thereof as the absolute owner of the Non-Callable Class D Warrants (notwithstanding any notation of ownership or other writing thereon made by anyone other than the Issuing Entity with respect to this Note Company or the Warrant Agent) for the purpose of any exercise thereof and for all other purposes, and neither the Company nor the Warrant Agent shall be applied first affected by any notice to interest due and payable on this Note the contrary. The Non-Callable Class D Warrants do not entitle the Holder to any rights of a shareholder of the Company, including the right to vote, to receive dividends or other distributions, or to receive any notice of any proceedings of the Company, except as provided above and then to in the unpaid principal of this NoteWarrant Agreement. Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note This Non-Callable Class D Warrant Certificate shall not be entitled to any benefit under the Indenture, or be valid or obligatory for any purpose.purpose until countersigned by the Warrant Agent. DATED:
Appears in 1 contract
Signature Guaranteed. NOTICE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatever. Such signature must be guaranteed by an “"eligible guarantor institution” " meeting the requirements of the Note Registrar, which requirements include membership or participation in STAMP or such other “"signature guarantee program” " as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. UNLESS EXHIBIT A-4 [FORM OF CLASS A-4 NOTE] PRINCIPAL IN RESPECT OF THIS CLASS A-4 NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE DISTRIBUTABLE AS SET FORTH HEREIN. ACCORDINGLY, THE UNPAID PRINCIPAL AMOUNT OF THE DEPOSITORY TRUST COMPANYFRACTIONAL INTEREST EVIDENCED HEREBY AT ANY TIME MAY BE LESS THAN THE ORIGINAL PRINCIPAL AMOUNT SET FORTH HEREIN. Unless this Note is presented by an authorized representative of The Depository Trust Company, A NEW YORK CORPORATION a New York corporation (“"DTC”"), TO THE ISSUING ENTITY OR ITS AGENT FOR REGISTRATION OF TRANSFERto the issuer or its agent for registration of transfer, EXCHANGE OR PAYMENTexchange or payment, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE and any Note issued is registered in the name of Cede & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF Co. or in such other name as requested by an authorized representative of DTC (AND ANY PAYMENT IS MADE TO CEDE and any payment is made to Cede & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF Co. or to such other entity as is 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 HEREOFinasmuch as the registered owner thereof, CEDE Cede & CO.Co., HAS AN INTEREST HEREINhas an interest herein. THE PRINCIPAL IN RESPECT OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLYBAY VIEW 2005-LJ-2 OWNER TRUST % CLASS A-4 AUTOMOBILE RECEIVABLE BACKED NOTE Evidencing the indebtedness of the Bay View 2005-LJ-2 Owner Trust, THE OUTSTANDING AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOFa Delaware statutory trust, secured by the Pledged Assets, as defined below, including a pool of simple interest installment loan and security agreements and installment sales contracts secured by new and used automobiles, light-duty trucks, sport utility vehicles and vans. REGISTERED (This Note does not represent an interest in Bay View Deposit Corporation nor an interest in or obligation of any of its affiliates. Neither this Note nor the underlying Receivables, as defined below, are insured or guaranteed by any government agency). NUMBER $__________ No.: ____ CUSIP No.: _____ WORLD OMNI AUTO RECEIVABLES TRUST 201907262WAD9 Bay View 2005-CLJ-2 Owner Trust, a Delaware statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuing Entity”)txxxx, for xxx value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum order of [___________ DOLLARS payable on each Payment Date in an amount equal to ] ("the result obtained by multiplying Noteholder") or its registered assigns, the principal sum of [__________] dollars (i) a fraction the numerator of which is $______ _____), which amount shall be payable in the amounts and at the denominator of which is $80,300,000 by (ii) the aggregate amount, if any, payable from the Note Distribution Account times set forth in respect of principal on the Class A-4 Notes pursuant to Section 3.01 of the Indenture dated as of November 14July 1, 2019 2005 (the “"Indenture”)"; such term to include any amendment, between the Issuing Entity and MUFG Union Bankrestatement, N.A., as Indenture Trustee (the “Indenture Trustee”supplement or other modification thereof or thereto); provided, however, that the entire unpaid principal amount of this Note shall be due and payable on or before the earlier of the December 2025 Payment Date (the “Class A-4 Final Scheduled February 2014 Payment Date”) and . However, principal with respect to the Redemption Date, if any, pursuant to Section 10.01 of Notes may be paid earlier or later under certain limited circumstances under the Indenture. Generally, no payments of principal of the Class A-4 Notes shall be made until the Class A-1 Notes, Class A-2 Notes and Class A-3 Notes have been paid in full. Capitalized terms used but not defined herein are defined in Article I of the Indenture, which also contains rules as to construction that shall be applicable herein. BY ACQUIRING A CLASS A-4 NOTE, EACH INITIAL PURCHASER, TRANSFEREE AND OWNER OF A BENEFICIAL INTEREST IN SUCH NOTE WILL BE DEEMED TO REPRESENT THAT EITHER (1) IT IS NOT AND WILL NOT BE AND IS NOT ACTING ON BEHALF OF OR ACQUIRING THE NOTES WITH THE ASSETS OF ANY PERSON THAT IS OR WILL BE (i) AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) THAT IS SUBJECT TO TITLE I OF ERISA, (ii) A “PLAN” DESCRIBED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) THAT IS SUBJECT TO SECTION 4975 OF THE CODE, (iii) ANY ENTITY OR ACCOUNT WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” (WITHIN THE MEANING OF THE DEPARTMENT OF LABOR REGULATION LOCATED AT 29 C.F.R. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) OR (iv) ANY U.S. GOVERNMENTAL PLAN, NON-U.S. PLAN, CHURCH PLAN OR ANY OTHER EMPLOYEE BENEFIT PLAN, ACCOUNT OR ARRANGEMENT THAT IS SUBJECT TO ANY U.S. FEDERAL, STATE, LOCAL OR NON-U.S. LAW THAT IS SUBSTANTIALLY SIMILAR TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”) OR (2) ITS ACQUISITION AND HOLDING OF THE CLASS A-4 NOTES (OR ANY INTEREST THEREIN) WILL NOT GIVE RISE TO A NONEXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION OF SIMILAR LAW. The Issuing Entity Issuer will pay interest on this Note at the rate per annum shown above on each Payment Date until Class A-4 Interest Rate. Such interest shall be payable in the principal manner and at the times set forth in the Indenture. To the extent not otherwise defined herein, the capitalized terms used herein have the meanings assigned to them in the Indenture. This Note is issued under and is subject to the terms, provisions, and conditions of the Indenture, to which the holder of this Note by virtue of the acceptance hereof assents and by which such holder is bound. This Note is secured by the Pledged Assets. The Pledged Assets consist of (i) the Receivables listed on Schedule A to the Trust Agreement, (ii) the security interests in the Financed Vehicles or in any other property granted by Obligors pursuant to the Receivables, (iii) any proceeds from claims and other amounts relating to Insurance Policies and other items financed under the Receivables or otherwise covering an Obligor or a Financed Vehicle, (iv) any Liquidation Proceeds, (v) all property (including the right to receive future Liquidation Proceeds) that secures a Receivable and that has been or may be acquired pursuant to the liquidation of the Receivable, (vi) the interest of the Issuer in any proceeds from recourse to Dealers relating to the Receivables, (vii) all documents contained in the Receivable Files relating to the Receivables, (viii) all monies paid on the Receivables, and all monies due thereon after the Cut-off Date, (ix) the rights of the Transferor pursuant to the Purchase Agreement and the Trust Agreement and the rights of the Issuer pursuant to the Trust Agreement, including, without limitation, a direct right to cause BVAC to purchase Receivables from the Transferor upon the occurrence of a breach of any of the representations and warranties contained in Section 3.02 of the Purchase Agreement or made available for paymentthe failure of BVAC to timely comply with its obligations pursuant to Section 5.06 of the Purchase Agreement and (x) all proceeds (including, without limitation, "proceeds" as defined in the UCC of the jurisdiction the law of which governs the perfection of the interest in such Receivables and such other property so transferred) of any of the foregoing. Pledged Assets shall also include (a) any and all other right, title and interest, including any beneficial interest the Issuer may have in the Collection Account and the Lock-Box Account (to the extent such amounts and property in the Lock-Box Account relate to the Receivables), (b) the funds deposited in and financial assets credited to and from time to time on deposit in such accounts (to the extent such amounts and property in the Lock-Box account relate to the Receivables), and all Eligible Investments and other securities, instruments and other investments purchased from such funds. Under the Indenture, the Issuer will pay, on the principal amount twenty-fifth calendar day of each month, or if such day is not a Business Day, on the first Business Day thereafter (the "Payment Date"), commencing August 25, 2005, to the person in whose name this Note is registered on the Record Date, the portion of Monthly Interest and Monthly Principal to which the Noteholder is entitled pursuant to the Indenture. Payments on this Note will be made by the Indenture Trustee by wire transfer through the facilities of the Depository Trust Company if this note is held by Cede & Co. and otherwise by check mailed to the Person entitled thereto without the presentation or surrender of this Note outstanding or the making of any notation hereon. Except as otherwise provided in the Indenture and notwithstanding the above, the final payment on this Note will be made only upon presentation and surrender of this Note at the office or agency maintained for that purpose by the Indenture Trustee. Unless the certificate of authentication hereon shall have been executed by a Responsible Officer of the Indenture Trustee, by manual or facsimile signature, this Note shall not entitle the holder hereof to any benefit under the Indenture or be valid for any purpose. This Note constitutes an obligation of the Issuer. The Note does not represent an interest in the Issuer nor an interest in or obligation of any affiliate of the Issuer, including Bay View Deposit Corporation or Bay View Acceptance Corporation. The Note is limited in right of payment to certain collections and recoveries respecting the Receivables, all as more specifically set forth in the Indenture. In addition to the Class A-4 Notes, the Issuer has also issued Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class B Notes, Class C Notes and Class D Notes. The Indenture permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Noteholder under the Indenture at any time by the Issuer and the Indenture Trustee with the consent of the Noteholder. Any such consent by the holder of this Note shall be conclusive and binding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date), subject to certain limitations contained Noteholder. This Note is transferable solely in the last sentence of accordance with Section 3.01 2.04 of the Indenture. Interest on The obligations and responsibilities to the Noteholder created by the Indenture shall terminate upon the payment to Noteholder of all amounts required to be paid to it pursuant to the Indenture. The Servicer may at its option cause the Indenture Trustee to sell the Pledged Assets at a price not to be less than the price specified in the Indenture, and such sale of the Receivables and other property may effect early retirement of the Note. Although this Note will accrue for each Payment Date from and including the 15th day summarizes certain provisions of the preceding calendar month (orIndenture, for the initial interest accrual period, from and including the Closing Date) to but excluding the 15th day of the current calendar month. Interest will be computed on the basis of a 360-day year of twelve 30-day months. Such principal of and interest on this Note shall be paid in does not purport to summarize the manner specified on the reverse hereof. The principal of Indenture and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuing Entity with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. Reference reference is made to the further provisions Indenture for information with respect to the interests, rights, benefits, obligations, proceeds and duties evidenced hereby and the rights, duties and obligations of the Indenture Trustee. In the event of any inconsistency or conflict between the terms of this Note set forth on and the reverse hereofterms of the Indenture, which the terms of the Indenture shall have the same effect as though fully set forth on the face of this Notecontrol. Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the IndentureIndenture referred to on the reverse hereof, or be valid or obligatory for any purpose.
Appears in 1 contract
Samples: Indenture (Bay View Deposit CORP)
Signature Guaranteed. NOTICE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatever. Such signature must be guaranteed by an “eligible guarantor institution” meeting the requirements a commercial bank or trust company or by a member firm of the Note RegistrarNew York Stock Exchange or another national certificates exchange. Notarized or witnessed signatures are not acceptable. 111484 GSR 2004-7 Trust Agreement DISTRIBUTION INSTRUCTIONS The assignee should include the following for purposes of distribution: Distribution shall be made, which requirements include membership by wire transfer or participation otherwise, in STAMP or such other “signature guarantee program” as may be determined by immediately available funds, to ___________________________, for the Note Registrar in addition toaccount of _____________________, account number _________________, or in substitution forif mailed by check to ______________________________. Applicable reports and statements should be mailed to __________________________. This information is provided by ____________________________, STAMPthe assignee named above, all in accordance with the Securities Exchange Act of 1934or _______________, as amendedagent. 111484 GSR 2004-7 Trust Agreement 1A2-10 EXHIBIT 1A3 FORM OF CLASS 1A3 CERTIFICATE GS MORTGAGE SECURITIES CORP., DEPOSITOR MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-7 CLASS 1A3 CERTIFICATE UNLESS THIS NOTE CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“"DTC”"), TO THE ISSUING ENTITY TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE EXCHANGE, OR PAYMENT, AND ANY NOTE CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE 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. THIS CLASS 1A3 CERTIFICATE IS SUBORDINATED TO THE EXTENT DESCRIBED HEREIN AND IN THE TRUST AGREEMENT REFERENCED HEREIN. THIS CLASS 1A3 CERTIFICATE REPRESENTS A REMIC REGULAR INTEREST FOR FEDERAL INCOME TAX PURPOSES. THE PRINCIPAL OF THIS NOTE CLASS 1A3 CERTIFICATE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREINSUBJECT TO PREPAYMENT FROM TIME TO TIME WITHOUT SURRENDER OF OR NOTATION ON THIS CERTIFICATE. ACCORDINGLY, THE OUTSTANDING AMOUNT CERTIFICATE PRINCIPAL BALANCE OF THIS NOTE AT ANY TIME CERTIFICATE MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOFTHAT SET FORTH BELOW. REGISTERED $__________ No.: ____ CUSIP No.: _____ WORLD OMNI AUTO RECEIVABLES TRUST 2019-C, a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuing Entity”), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of ___________ DOLLARS payable on each Payment Date in an amount equal to the result obtained by multiplying (i) a fraction the numerator of which is $______ and the denominator of which is $80,300,000 by (ii) the aggregate amount, if any, payable from the Note Distribution Account in respect of principal on the Class A-4 Notes pursuant to Section 3.01 of the Indenture dated as of November 14, 2019 (the “Indenture”), between the Issuing Entity and MUFG Union Bank, N.A., as Indenture Trustee (the “Indenture Trustee”); provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of the December 2025 Payment Date (the “Class A-4 Final Scheduled Payment Date”) and the Redemption Date, if any, pursuant to Section 10.01 of the Indenture. Generally, no payments of principal of the Class A-4 Notes shall be made until the Class A-1 Notes, Class A-2 Notes and Class A-3 Notes have been paid in full. Capitalized terms used but not defined herein are defined in Article I of the Indenture, which also contains rules as to construction that shall be applicable herein. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE PRINCIPAL BALANCE BY ACQUIRING A CLASS A-4 NOTE, EACH INITIAL PURCHASER, TRANSFEREE AND OWNER OF A BENEFICIAL INTEREST IN SUCH NOTE WILL BE DEEMED TO REPRESENT THAT EITHER (1) IT IS NOT AND WILL NOT BE AND IS NOT ACTING ON BEHALF OF OR ACQUIRING THE NOTES WITH THE ASSETS OF ANY PERSON THAT IS OR WILL BE (i) AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) INQUIRY OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974TRUSTEE. 111484 GSR 2004-7 Trust Agreement GS MORTGAGE SECURITIES CORP., AS AMENDED (“ERISA”DEPOSITOR MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-7 CLASS 1A3 CERTIFICATE INITIAL CERTIFICATE RATE APPROXIMATE AGGREGATE INITIAL PER ANNUM: 3.492%(3) THAT IS SUBJECT TO TITLE I OF ERISA, (ii) A “PLAN” DESCRIBED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) THAT IS SUBJECT TO SECTION 4975 OF THE CODE, (iii) ANY ENTITY OR ACCOUNT WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” (WITHIN THE MEANING OF THE DEPARTMENT OF LABOR REGULATION LOCATED AT 29 C.F.R. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) OR (iv) ANY U.S. GOVERNMENTAL PLAN, NON-U.S. PLAN, CHURCH PLAN OR ANY OTHER EMPLOYEE BENEFIT PLAN, ACCOUNT OR ARRANGEMENT THAT IS SUBJECT TO ANY U.S. FEDERAL, STATE, LOCAL OR NON-U.S. LAW THAT IS SUBSTANTIALLY SIMILAR TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”) OR (2) ITS ACQUISITION AND HOLDING CERTIFICATE PRINCIPAL BALANCE OF THE CLASS A-4 NOTES (OR ANY INTEREST THEREIN) WILL NOT GIVE RISE TO A NONEXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 1A3 CERTIFICATES AS OF THE CODE OR A VIOLATION CLOSING DATE: $105,000,000 PERCENTAGE INTEREST: 100% MINIMUM DENOMINATION: $25,000 AND $1 IN EXCESS OF SIMILAR LAW$25,000 DATE OF THE TRUST APPROXIMATE AGGREGATE SCHEDULED AGREEMENT: PRINCIPAL BALANCE AS OF THE CUT-OFF JUNE 1, 2004 DATE OF THE MORTGAGE LOANS HELD BY THE TRUST: $699,836,637 CLOSING DATE: SERVICERS: JUNE 30, 2004 COUNTRYWIDE HOME LOANS SERVICING LP NATIONAL CITY MORTGAGE CO. The Issuing Entity will pay interest on this Note at the rate per annum shown above on each Payment Date until the principal of this Note is paid or made available for paymentFIRST DISTRIBUTION DATE: JULY 26, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date)2004 FINAL SCHEDULED TRUSTEE: JPMORGAN CHASE BANK DISTRIBUTION DATE: CUSTODIAN: JPMORGAN CHASE BANK JUNE 25, subject to certain limitations contained in the last sentence of Section 3.01 of the Indenture. Interest on this Note will accrue for each Payment Date from and including the 15th day of the preceding calendar month (or, for the initial interest accrual period, from and including the Closing Date) to but excluding the 15th day of the current calendar month. Interest will be computed on the basis of a 360-day year of twelve 30-day months. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuing Entity with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture, or be valid or obligatory for any purpose.2034
Appears in 1 contract
Samples: Trust Agreement (Gs Mortgage Securities Corp GSR Trust 2004-7)
Signature Guaranteed. NOTICE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatever. Such signature must be guaranteed by an “"eligible guarantor institution” " meeting the requirements of the Note Registrar, which requirements include membership or participation in STAMP or such other “"signature guarantee program” " as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. UNLESS EXHIBIT A-6 [FORM OF CLASS C NOTE] PRINCIPAL IN RESPECT OF THIS CLASS C NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE DISTRIBUTABLE AS SET FORTH HEREIN. ACCORDINGLY, THE UNPAID PRINCIPAL AMOUNT OF THE DEPOSITORY TRUST COMPANYFRACTIONAL INTEREST EVIDENCED HEREBY AT ANY TIME MAY BE LESS THAN THE ORIGINAL PRINCIPAL AMOUNT SET FORTH HEREIN. Unless this Note is presented by an authorized representative of The Depository Trust Company, A NEW YORK CORPORATION a New York corporation (“"DTC”"), TO THE ISSUING ENTITY OR ITS AGENT FOR REGISTRATION OF TRANSFERto the issuer or its agent for registration of transfer, EXCHANGE OR PAYMENTexchange or payment, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE and any Note issued is registered in the name of Cede & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF Co. or in such other name as requested by an authorized representative of DTC (AND ANY PAYMENT IS MADE TO CEDE and any payment is made to Cede & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF Co. or to such other entity as is 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 HEREOFinasmuch as the registered owner thereof, CEDE Cede & CO.Co., HAS AN INTEREST HEREINhas an interest herein. THE PRINCIPAL IN RESPECT OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLYBAY VIEW 2005-LJ-2 OWNER TRUST % CLASS A-l AUTOMOBILE RECEIVABLE BACKED NOTE Evidencing the indebtedness of the Bay View 2005-LJ-2 Owner Trust, THE OUTSTANDING AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOFa Delaware statutory trust, secured by the Pledged Assets, as defined below, including a pool of simple interest installment loan and security agreements and installment sales contracts secured by new and used automobiles, light-duty trucks, sport utility vehicles and vans. REGISTERED (This Note does not represent an interest in Bay View Deposit Corporation nor an interest in or obligation of any of its affiliates. Neither this Note nor the underlying Receivables, as defined below, are insured or guaranteed by any government agency). NUMBER $__________ No.: ____ CUSIP No.: _____ WORLD OMNI AUTO RECEIVABLES TRUST 201907262WAF4 Bay View 2005-CLJ-2 Owner Trust, a Delaware statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuing Entity”)txxxx, for xxx value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum order of [__________] ("the Noteholder") or its registered assigns, the principal sum of [__________ DOLLARS payable on each Payment Date in an amount equal to the result obtained by multiplying dollars (i) a fraction the numerator of which is $______ _____)], which amount shall be payable in the amounts and at the denominator of which is $80,300,000 by (ii) the aggregate amount, if any, payable from the Note Distribution Account times set forth in respect of principal on the Class A-4 Notes pursuant to Section 3.01 of the Indenture dated as of November 14July 1, 2019 2005 (the “"Indenture”)"; such term to include any amendment, between the Issuing Entity and MUFG Union Bankrestatement, N.A., as Indenture Trustee (the “Indenture Trustee”supplement or other modification thereof or thereto); provided, however, that the entire unpaid principal amount of this Note shall be due and payable on or before the earlier of the December 2025 Payment Date (the “Class A-4 Final Scheduled February 2014 Payment Date”) and . However, principal with respect to the Redemption Date, if any, pursuant to Section 10.01 of Notes may be paid earlier or later under certain limited circumstances under the Indenture. Generally, no payments of principal of the Class A-4 Notes shall be made until the Class A-1 Notes, Class A-2 Notes and Class A-3 Notes have been paid in full. Capitalized terms used but not defined herein are defined in Article I of the Indenture, which also contains rules as to construction that shall be applicable herein. BY ACQUIRING A CLASS A-4 NOTE, EACH INITIAL PURCHASER, TRANSFEREE AND OWNER OF A BENEFICIAL INTEREST IN SUCH NOTE WILL BE DEEMED TO REPRESENT THAT EITHER (1) IT IS NOT AND WILL NOT BE AND IS NOT ACTING ON BEHALF OF OR ACQUIRING THE NOTES WITH THE ASSETS OF ANY PERSON THAT IS OR WILL BE (i) AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) THAT IS SUBJECT TO TITLE I OF ERISA, (ii) A “PLAN” DESCRIBED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) THAT IS SUBJECT TO SECTION 4975 OF THE CODE, (iii) ANY ENTITY OR ACCOUNT WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” (WITHIN THE MEANING OF THE DEPARTMENT OF LABOR REGULATION LOCATED AT 29 C.F.R. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) OR (iv) ANY U.S. GOVERNMENTAL PLAN, NON-U.S. PLAN, CHURCH PLAN OR ANY OTHER EMPLOYEE BENEFIT PLAN, ACCOUNT OR ARRANGEMENT THAT IS SUBJECT TO ANY U.S. FEDERAL, STATE, LOCAL OR NON-U.S. LAW THAT IS SUBSTANTIALLY SIMILAR TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”) OR (2) ITS ACQUISITION AND HOLDING OF THE CLASS A-4 NOTES (OR ANY INTEREST THEREIN) WILL NOT GIVE RISE TO A NONEXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION OF SIMILAR LAW. The Issuing Entity Issuer will pay interest on this Note at the rate per annum shown above on each Payment Date until Class C Interest Rate. Such interest shall be payable in the principal manner and at the times set forth in the Indenture. To the extent not otherwise defined herein, the capitalized terms used herein have the meanings assigned to them in the Indenture. This Note is issued under and is subject to the terms, provisions, and conditions of the Indenture, to which the holder of this Note by virtue of the acceptance hereof assents and by which such holder is bound. This Note is secured by the Pledged Assets. The Pledged Assets consist of (i) the Receivables listed on Schedule A to the Trust Agreement, (ii) the security interests in the Financed Vehicles or in any other property granted by Obligors pursuant to the Receivables, (iii) any proceeds from claims and other amounts relating to Insurance Policies and other items financed under the Receivables or otherwise covering an Obligor or a Financed Vehicle, (iv) any Liquidation Proceeds, (v) all property (including the right to receive future Liquidation Proceeds) that secures a Receivable and that has been or may be acquired pursuant to the liquidation of the Receivable, (vi) the interest of the Issuer in any proceeds from recourse to Dealers relating to the Receivables, (vii) all documents contained in the Receivable Files relating to the Receivables, (viii) all monies paid on the Receivables, and all monies due thereon after the Cut-off Date, (ix) the rights of the Transferor pursuant to the Purchase Agreement and the Trust Agreement and the rights of the Issuer pursuant to the Trust Agreement, including, without limitation, a direct right to cause BVAC to purchase Receivables from the Transferor upon the occurrence of a breach of any of the representations and warranties contained in Section 3.02 of the Purchase Agreement or made available for paymentthe failure of BVAC to timely comply with its obligations pursuant to Section 5.06 of the Purchase Agreement and (x) all proceeds (including, without limitation, "proceeds" as defined in the UCC of the jurisdiction the law of which governs the perfection of the interest in such Receivables and such other property so transferred) of any of the foregoing. Pledged Assets shall also include (a) any and all other right, title and interest, including any beneficial interest the Issuer may have in the Collection Account and the Lock-Box Account (to the extent such amounts and property in the Lock-Box Account relate to the Receivables), (b) the funds deposited in and financial assets credited to and from time to time on deposit in such accounts (to the extent such amounts and property in the Lock-Box account relate to the Receivables), and all Eligible Investments and other securities, instruments and other investments purchased from such funds. Under the Indenture, the Issuer will pay, on the principal amount twenty-fifth calendar day of each month, or if such day is not a Business Day, on the first Business Day thereafter (the "Payment Date"), commencing August 25, 2005, to the person in whose name this Note is registered on the Record Date, the portion of Monthly Interest and Monthly Principal to which the Noteholder is entitled pursuant to the Indenture. Payments on this Note will be made by the Indenture Trustee by wire transfer through the facilities of the Depository Trust Company if this note is held by Cede & Co. and otherwise by check mailed to the Person entitled thereto without the presentation or surrender of this Note outstanding or the making of any notation hereon. Except as otherwise provided in the Indenture and notwithstanding the above, the final payment on this Note will be made only upon presentation and surrender of this Note at the office or agency maintained for that purpose by the Indenture Trustee. Unless the certificate of authentication hereon shall have been executed by a Responsible Officer of the Indenture Trustee, by manual or facsimile signature, this Note shall not entitle the holder hereof to any benefit under the Indenture or be valid for any purpose. This Note constitutes an obligation of the Issuer. The Note does not represent an interest in the Issuer nor an interest in or obligation of any affiliate of the Issuer, including Bay View Deposit Corporation or Bay View Acceptance Corporation. The Note is limited in right of payment to certain collections and recoveries respecting the Receivables, all as more specifically set forth in the Indenture. In addition to the Class C Notes, the Issuer has also issued Class A-1, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes, Class B Notes, and Class D Notes. The Indenture permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Noteholder under the Indenture at any time by the Issuer and the Indenture Trustee with the consent of the Noteholder. Any such consent by the holder of this Note shall be conclusive and binding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date), subject to certain limitations contained Noteholder. This Note is transferable solely in the last sentence of accordance with Section 3.01 2.04 of the Indenture. Interest on The obligations and responsibilities to the Noteholder created by the Indenture shall terminate upon the payment to Noteholder of all amounts required to be paid to it pursuant to the Indenture. The Servicer may at its option cause the Indenture Trustee to sell the Pledged Assets at a price not to be less than the price specified in the Indenture, and such sale of the Receivables and other property may effect early retirement of the Note. Although this Note will accrue for each Payment Date from and including the 15th day summarizes certain provisions of the preceding calendar month (orIndenture, for the initial interest accrual period, from and including the Closing Date) to but excluding the 15th day of the current calendar month. Interest will be computed on the basis of a 360-day year of twelve 30-day months. Such principal of and interest on this Note shall be paid in does not purport to summarize the manner specified on the reverse hereof. The principal of Indenture and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuing Entity with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. Reference reference is made to the further provisions Indenture for information with respect to the interests, rights, benefits, obligations, proceeds and duties evidenced hereby and the rights, duties and obligations of the Indenture Trustee. In the event of any inconsistency or conflict between the terms of this Note set forth on and the reverse hereofterms of the Indenture, which the terms of the Indenture shall have the same effect as though fully set forth on the face of this Notecontrol. Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the IndentureIndenture referred to on the reverse hereof, or be valid or obligatory for any purpose.
Appears in 1 contract
Samples: Indenture (Bay View Deposit CORP)
Signature Guaranteed. NOTICE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatever. Such signature must be guaranteed by an “eligible guarantor institution” meeting the requirements a commercial bank or trust company or by a member firm of the Note RegistrarNew York Stock Exchange or another national certificates exchange. Notarized or witnessed signatures are not acceptable. 111484 GSR 2004-7 Trust Agreement DISTRIBUTION INSTRUCTIONS The assignee should include the following for purposes of distribution: Distribution shall be made, which requirements include membership by wire transfer or participation otherwise, in STAMP or such other “signature guarantee program” as may be determined by the Note Registrar in addition toimmediately available funds, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUING ENTITY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS 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. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. REGISTERED $to __________ No.: ____ CUSIP No.: _____ WORLD OMNI AUTO RECEIVABLES TRUST 2019-C, a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuing Entity”)______________, for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum account of ___________ DOLLARS payable on each Payment Date in an amount equal to the result obtained by multiplying (i) a fraction the numerator of which is $______ ______, account number _________________, or if mailed by check to ______________________________. Applicable reports and statements should be mailed to __________________________. This information is provided by ____________________________, the denominator of which is $80,300,000 by (ii) the aggregate amountassignee named above, if any, payable from the Note Distribution Account in respect of principal on the Class A-4 Notes pursuant to Section 3.01 of the Indenture dated as of November 14, 2019 (the “Indenture”), between the Issuing Entity and MUFG Union Bank, N.A.or _______________, as Indenture Trustee (the “Indenture Trustee”); providedagent. 111484 GSR 2004-7 Trust Agreement B3-10 EXHIBIT B4 FORM OF CLASS B4 CERTIFICATE GS MORTGAGE SECURITIES CORP., howeverDEPOSITOR MORTGAGE PASS-THROUGH CERTIFICATES, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of the December 2025 Payment Date (the “Class A-4 Final Scheduled Payment Date”) and the Redemption Date, if any, pursuant to Section 10.01 of the Indenture. Generally, no payments of principal of the Class A-4 Notes shall be made until the Class A-1 Notes, Class A-2 Notes and Class A-3 Notes have been paid in full. Capitalized terms used but not defined herein are defined in Article I of the Indenture, which also contains rules as to construction that shall be applicable herein. BY ACQUIRING A SERIES 2004-7 CLASS A-4 NOTE, EACH INITIAL PURCHASER, TRANSFEREE AND OWNER OF A BENEFICIAL INTEREST IN SUCH NOTE WILL BE DEEMED TO REPRESENT THAT EITHER (1) IT IS B4 CERTIFICATE THE CERTIFICATE EVIDENCED HEREBY HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED, SOLD, PLEDGED, OR OTHERWISE TRANSFERRED EXCEPT (A)(1) TO A BUYER THAT THE SELLER OF SUCH CERTIFICATE REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION. THIS CERTIFICATE MAY NOT BE PURCHASED BY A TRANSFEREE THAT IS OR IS ACTING ON BEHALF OF OR ACQUIRING THE NOTES WITH INVESTING THE ASSETS OF ANY PERSON THAT IS OR WILL BE (iA) AN “EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT ACCOUNT OR A XXXXX PLAN” AS DEFINED IN SECTION 3(3) OF , WHICH IS SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“"ERISA”) THAT IS SUBJECT TO TITLE I OF ERISA"), (ii) A “PLAN” DESCRIBED IN SECTION 4975(e)(1) 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “"CODE”") (EACH, A "PLAN"), OR A GOVERNMENTAL PLAN AS DEFINED IN SECTION 3(32) OF ERISA THAT IS SUBJECT TO ANY ESSENTIALLY SIMILAR FEDERAL, STATE OR LOCAL LAW (A "SIMILAR LAW"), OTHER THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER CIRCUMSTANCES WHEREBY SUCH PURCHASE AND THE SUBSEQUENT HOLDING OF SUCH CERTIFICATE BY SUCH INSURANCE COMPANY WOULD NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION WITHIN THE MEANING OF SECTION 406 OR 407 OF ERISA, SECTION 4975 OF THE CODE, (iii) OR A MATERIALLY SIMILAR CHARACTERIZATION UNDER ANY ENTITY OR ACCOUNT WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” (WITHIN SIMILAR LAW. THIS CLASS B4 CERTIFICATE IS SUBORDINATED TO THE MEANING EXTENT DESCRIBED HEREIN AND IN THE TRUST AGREEMENT REFERENCED HEREIN. THIS CLASS B4 CERTIFICATE REPRESENTS A REMIC REGULAR INTEREST FOR FEDERAL INCOME TAX PURPOSES. 111484 GSR 2004-7 Trust Agreement THE PRINCIPAL OF THE DEPARTMENT OF LABOR REGULATION LOCATED AT 29 C.F.R. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) OR (iv) ANY U.S. GOVERNMENTAL PLAN, NON-U.S. PLAN, CHURCH PLAN OR ANY OTHER EMPLOYEE BENEFIT PLAN, ACCOUNT OR ARRANGEMENT THAT THIS CLASS B4 CERTIFICATE IS SUBJECT TO ANY U.S. FEDERALPREPAYMENT FROM TIME TO TIME WITHOUT SURRENDER OF OR NOTATION ON THIS CERTIFICATE. ACCORDINGLY, STATE, LOCAL OR NON-U.S. LAW THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT IS SUBSTANTIALLY SIMILAR TO TITLE I OF ERISA OR SECTION 4975 SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE CODE (“SIMILAR LAW”TRUSTEE. 111484 GSR 2004-7 Trust Agreement GS MORTGAGE SECURITIES CORP., DEPOSITOR MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-7 CLASS B4 CERTIFICATE INITIAL CERTIFICATE RATE APPROXIMATE INITIAL CERTIFICATE PER ANNUM: 3.948%(10) OR (2) ITS ACQUISITION AND HOLDING PRINCIPAL BALANCE OF THE CLASS A-4 NOTES (OR ANY INTEREST THEREIN) WILL NOT GIVE RISE TO A NONEXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 B4 CERTIFICATES: $2,100,000 PERCENTAGE INTEREST: 100% MINIMUM DENOMINATION: $250,000 AND $1 IN EXCESS OF ERISA OR SECTION 4975 $250,000 DATE OF THE CODE OR A VIOLATION TRUST APPROXIMATE AGGREGATE SCHEDULED AGREEMENT: PRINCIPAL BALANCE AS OF SIMILAR LAWTHE CUT-OFF JUNE 1, 2004 DATE OF THE MORTGAGE LOANS HELD BY THE TRUST: $699,836,637 CLOSING DATE: SERVICERS: JUNE 30, 2004 COUNTRYWIDE HOME LOANS SERVICING LP NATIONAL CITY MORTGAGE CO. The Issuing Entity will pay interest on this Note at the rate per annum shown above on each Payment Date until the principal of this Note is paid or made available for paymentFIRST DISTRIBUTION DATE: JULY 26, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date)2004 FINAL SCHEDULED TRUSTEE: JPMORGAN CHASE BANK DISTRIBUTION DATE: CUSTODIAN: JPMORGAN CHASE BANK JUNE 25, subject to certain limitations contained in the last sentence of Section 3.01 of the Indenture. Interest on this Note will accrue for each Payment Date from and including the 15th day of the preceding calendar month (or, for the initial interest accrual period, from and including the Closing Date) to but excluding the 15th day of the current calendar month. Interest will be computed on the basis of a 360-day year of twelve 30-day months. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuing Entity with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture, or be valid or obligatory for any purpose.2034
Appears in 1 contract
Samples: Trust Agreement (Gs Mortgage Securities Corp GSR Trust 2004-7)
Signature Guaranteed. NOTICE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatever. Such signature Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation as defined in STAMP or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with Rule l7Ad-15 promulgated under the Securities Exchange Act of 1934, as amended. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANYThe undersigned hereby certifies that (1) the Rights evidenced by this Right Certificate are not beneficially owned by nor are they being exercised on behalf of an Acquiring Person, A NEW YORK CORPORATION an Interested Stockholder or an Affiliate or Associate thereof (as such terms are defined in the Agreement); and (2) after due inquiry and to the best of the knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Right Certificate from any Person who is or was an Acquiring Person, an Interested Stockholder, or an Affiliate or Associate thereof. Signature The signature in the Form of Assignment or Form of Election to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Agreement) and such Assignment or Election to Purchase will not be honored. On July 30, 2004, the Board of Directors of AUTOBYTEL INC. (the “DTCCompany”) declared a dividend of one preferred share purchase right (a “Right”) for each outstanding share of common stock, par value $0.001 per share (the “Common Shares”), TO THE ISSUING ENTITY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS 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. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. REGISTERED $__________ No.: ____ CUSIP No.: _____ WORLD OMNI AUTO RECEIVABLES TRUST 2019-C, a statutory trust organized and existing under the laws of the State Company. The dividend is effective as of Delaware August 10, 2004 (herein referred to as the “Issuing EntityRecord Date”) with respect to the stockholders of record on that date. The Rights will also attach to new Common Shares issued after the Record Date. Each Right entitles the registered holder to purchase from the Company one one-hundredth of a share of Series A Junior Participating Preferred Stock, par value $0.001 per share (the “Preferred Shares”), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of ___________ DOLLARS payable on each Payment Date in an amount equal to the result obtained by multiplying (i) a fraction the numerator of which is $______ and the denominator of which is $80,300,000 by (ii) the aggregate amount, if any, payable from the Note Distribution Account in respect of principal on the Class A-4 Notes pursuant to Section 3.01 of the Indenture Company at a price of $65.00 per one one-hundredth of a Preferred Share (the “Purchase Price”), subject to adjustment. Each Preferred Share is designed to be the economic equivalent of 100 Common Shares. The description and terms of the Rights are set forth in a Rights Agreement dated as of November 14July 30, 2019 2004 (the “IndentureAgreement”), between the Issuing Entity Company and MUFG Union Bank, N.A., as Indenture Trustee U.S. Stock Transfer Corporation (the “Indenture TrusteeRights Agent”); provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of the December 2025 Payment Date (the “Class A-4 Final Scheduled Payment Date”) and the Redemption Date, if any, pursuant to Section 10.01 of the Indenture. Generally, no payments of principal of the Class A-4 Notes shall be made until the Class A-1 Notes, Class A-2 Notes and Class A-3 Notes have been paid in full. Capitalized terms used but not defined herein are defined in Article I of the Indenture, which also contains rules as to construction that shall be applicable herein. BY ACQUIRING A CLASS A-4 NOTE, EACH INITIAL PURCHASER, TRANSFEREE AND OWNER OF A BENEFICIAL INTEREST IN SUCH NOTE WILL BE DEEMED TO REPRESENT THAT EITHER (1) IT IS NOT AND WILL NOT BE AND IS NOT ACTING ON BEHALF OF OR ACQUIRING THE NOTES WITH THE ASSETS OF ANY PERSON THAT IS OR WILL BE (i) AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) THAT IS SUBJECT TO TITLE I OF ERISA, (ii) A “PLAN” DESCRIBED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) THAT IS SUBJECT TO SECTION 4975 OF THE CODE, (iii) ANY ENTITY OR ACCOUNT WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” (WITHIN THE MEANING OF THE DEPARTMENT OF LABOR REGULATION LOCATED AT 29 C.F.R. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) OR (iv) ANY U.S. GOVERNMENTAL PLAN, NON-U.S. PLAN, CHURCH PLAN OR ANY OTHER EMPLOYEE BENEFIT PLAN, ACCOUNT OR ARRANGEMENT THAT IS SUBJECT TO ANY U.S. FEDERAL, STATE, LOCAL OR NON-U.S. LAW THAT IS SUBSTANTIALLY SIMILAR TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”) OR (2) ITS ACQUISITION AND HOLDING OF THE CLASS A-4 NOTES (OR ANY INTEREST THEREIN) WILL NOT GIVE RISE TO A NONEXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION OF SIMILAR LAW. The Issuing Entity will pay interest on this Note at the rate per annum shown above on each Payment Date until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date), subject to certain limitations contained in the last sentence of Section 3.01 of the Indenture. Interest on this Note will accrue for each Payment Date from and including the 15th day of the preceding calendar month (or, for the initial interest accrual period, from and including the Closing Date) to but excluding the 15th day of the current calendar month. Interest will be computed on the basis of a 360-day year of twelve 30-day months. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuing Entity with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture, or be valid or obligatory for any purpose.
Appears in 1 contract
Samples: Rights Agreement (Autobytel Inc)
Signature Guaranteed. NOTICE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatever. Such signature must be guaranteed by an “eligible guarantor institution” meeting the requirements a commercial bank or trust company or by a member firm of the Note RegistrarNew York Stock Exchange or another national securities exchange. Notarized or witnessed signatures are not acceptable. DISTRIBUTION INSTRUCTIONS The assignee should include the following for purposes of distribution: Distributions shall be made, which requirements include membership by wire transfer or participation otherwise, in STAMP or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUING ENTITY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS 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. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. REGISTERED $immediately available funds to ________________________________ No.: ____ CUSIP No.: _____ WORLD OMNI AUTO RECEIVABLES TRUST 2019-C, a statutory trust organized and existing under for the laws of the State of Delaware (herein referred to as the “Issuing Entity”), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum account of ___________ DOLLARS payable on each Payment Date in an amount equal to the result obtained by multiplying (i) a fraction the numerator of which is $________________ and the denominator of which is $80,300,000 by (ii) the aggregate amountaccount number ______________________________ or, if anymailed by check, payable from the Note Distribution Account in respect of principal on the Class A-4 Notes pursuant to Section 3.01 of the Indenture dated _____________________________. Statements should be mailed to _____________________. This information is provided by assignee named above, or ___________________, as of November 14its agent. XXXXXXX X-0 BEAR XXXXXXX COMMERCIAL MORTGAGE SECURITIES INC. COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES SERIES 1998-C1, 2019 CLASS F THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (the “Indenture”THE "SECURITIES ACT"), between the Issuing Entity and MUFG Union BankOR ANY STATE SECURITIES LAWS. NEITHER THIS CERTIFICATE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, N.A.RESOLD, as Indenture Trustee ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT. THE INITIAL INVESTOR IN THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. A TRANSFEREE IS ALSO REQUIRED TO DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT C TO THE POOLING AND SERVICING AGREEMENT. THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES NOT TO OFFER, SELL OR OTHERWISE TRANSFER SUCH CERTIFICATE EXCEPT IN ACCORDANCE WITH ALL APPLICABLE STATE SECURITIES LAWS AND (the “Indenture Trustee”A) FOR SO LONG AS THIS CERTIFICATE IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"); provided, howeverTO A PERSON WHO THE SELLER REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A OR (B) TO AN INSTITUTIONAL "ACCREDITED INVESTOR" WITHIN THE MEANING OF RULE 501 (a)(1), that the entire unpaid principal amount of this Note shall be due and payable on the earlier of the December 2025 Payment Date (the “Class A-4 Final Scheduled Payment Date”2), (3) and the Redemption DateOR (7) OF REGULATION D UNDER THE SECURITIES ACT (OR AN ENTITY ALL OF THE EQUITY OWNERS OF WHICH COME WITHIN SUCH PARAGRAPHS) IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, if any, pursuant to Section 10.01 of the Indenture. Generally, no payments of principal of the Class A-4 Notes shall be made until the Class A-1 Notes, Class A-2 Notes and Class A-3 Notes have been paid in full. Capitalized terms used but not defined herein are defined in Article I of the Indenture, which also contains rules as to construction that shall be applicable herein. SUBJECT IN EACH OF THE FOREGOING CASES TO THE COMPLETION AND DELIVERY BY ACQUIRING A CLASS A-4 NOTE, EACH INITIAL PURCHASER, TRANSFEREE AND OWNER THE TRANSFEROR TO THE CERTIFICATE REGISTRAR OF A BENEFICIAL INTEREST CERTIFICATE OF TRANSFER IN SUCH NOTE THE FORM APPEARING ON THE LAST PAGE OF THIS CERTIFICATE. THIS CLASS F CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO CERTAIN OTHER CLASSES OF CERTIFICATES OF THIS SERIES TO THE EXTENT DESCRIBED IN THE POOLING AND SERVICING AGREEMENT. THE PORTION OF THE CERTIFICATE BALANCE OF THE CERTIFICATES EVIDENCED BY THIS CERTIFICATE WILL BE DEEMED DECREASED BY THE PORTION OF PRINCIPAL DISTRIBUTIONS ON THE CERTIFICATES AND THE PORTION OF COLLATERAL SUPPORT DEFICIT ALLOCABLE TO REPRESENT THIS CERTIFICATE. ACCORDINGLY, THE CERTIFICATE BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE BALANCE BY INQUIRY OF THE PAYING AGENT. THIS CERTIFICATE CONSTITUTES A REMIC REGULAR INTEREST UNDER THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. THIS CERTIFICATE MAY NOT BE PURCHASED OR TRANSFERRED UNLESS THE CERTIFICATE REGISTRAR SHALL HAVE RECEIVED EITHER (1A) IT AN INVESTMENT REPRESENTATION LETTER FROM THE PROPOSED PURCHASER OR TRANSFEREE OF SUCH CERTIFICATE, IN FORM AND SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR, TO THE EFFECT THAT SUCH PROPOSED PURCHASER OR TRANSFEREE IS NOT AND WILL NOT BE AND IS NOT ACTING ON BEHALF OF OR ACQUIRING THE NOTES WITH THE ASSETS OF ANY PERSON THAT IS OR WILL BE (i) AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) PLAN SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“"ERISA”) THAT IS SUBJECT TO TITLE I OF ERISA"), (ii) A “PLAN” DESCRIBED IN OR SECTION 4975(e)(1) 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “"CODE”"), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) THAT IS OF ERISA) SUBJECT TO SECTION 4975 ANY FEDERAL, STATE OR LOCAL LAW ("SIMILAR LAW") WHICH IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE, CODE (iiiEACH A "PLAN") OR (ii) A PERSON ACTING ON BEHALF OF OR USING THE ASSETS OF ANY SUCH PLAN (INCLUDING AN ENTITY OR ACCOUNT WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS BY REASON OF INVESTMENT IN THE ENTITY BY SUCH PLAN AND THE APPLICATION OF DEPARTMENT OF LABOR REGULATION ss. 2510.3-101), OTHER THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER CIRCUMSTANCES WHEREBY THE PURCHASE AND HOLDING OF SUBORDINATE CERTIFICATES BY SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED TRANSACTION PROVISIONS OF ERISA AND THE CODE UNDER PROHIBITED TRANSACTION EXEMPTION 95-60 OR (B) IF SUCH CERTIFICATE IS PRESENTED FOR REGISTRATION IN THE NAME OF A PERSON DESCRIBED IN CLAUSES (i) OR (ii) ABOVE, AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE CERTIFICATE REGISTRAR AND THE DEPOSITOR TO THE EFFECT THAT SUCH ACQUISITION AND HOLDING OF SUCH CERTIFICATE BY SUCH PROPOSED PURCHASER OR TRANSFEREE WILL NOT RESULT IN THE ASSETS OF THE TRUST FUND BEING DEEMED TO BE "PLAN ASSETS” (" AND SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF ERISA, THE PROHIBITED TRANSACTION PROVISIONS OF THE CODE OR THE PROVISIONS OF ANY SIMILAR LAW, WILL NOT CONSTITUTE OR RESULT IN A "PROHIBITED TRANSACTION" WITHIN THE MEANING OF THE DEPARTMENT OF LABOR REGULATION LOCATED AT 29 C.F.R. SECTION 2510.3-101ERISA, AS MODIFIED BY SECTION 3(42) OF ERISA) OR (iv) ANY U.S. GOVERNMENTAL PLAN, NON-U.S. PLAN, CHURCH PLAN OR ANY OTHER EMPLOYEE BENEFIT PLAN, ACCOUNT OR ARRANGEMENT THAT IS SUBJECT TO ANY U.S. FEDERAL, STATE, LOCAL OR NON-U.S. LAW THAT IS SUBSTANTIALLY SIMILAR TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”) OR (2) ITS ACQUISITION AND HOLDING OF THE CLASS A-4 NOTES (OR ANY INTEREST THEREIN) WILL NOT GIVE RISE TO A NONEXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION OF ANY SIMILAR LAW, AND WILL NOT SUBJECT THE TRUSTEE, THE FISCAL AGENT, THE CERTIFICATE REGISTRAR, THE SERVICER, THE SPECIAL SERVICER, THE PAYING AGENT, THE PLACEMENT AGENT OR THE DEPOSITOR TO ANY OBLIGATION OR LIABILITY (INCLUDING OBLIGATIONS OR LIABILITIES UNDER ERISA, SECTION 4975 OF THE CODE OR ANY SUCH SIMILAR LAW) IN ADDITION TO THOSE SET FORTH IN THE POOLING AND SERVICING AGREEMENT. The Issuing Entity will pay interest on this Note at the rate per annum shown above on each Payment Date until the principal of this Note is paid or made available for payment============================================================ ==================================================================== INITIAL PASS-THROUGH RATE: 6.00% APPROXIMATE AGGREGATE SCHEDULED PRINCIPAL BALANCE OF THE MORTGAGE ----------------------------------- LOANS AFTER DEDUCTING PAYMENTS DUE AND PREPAYMENTS RECEIVED ON OR DENOMINATION: SET FORTH ON SCHEDULE A BEFORE CUT-OFF DATE: $ ============================================================ ==================================================================== DATE OF POOLING AND SERVICING AGREEMENT: AS OF JUNE 1, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date)SERVICER: BANC ONE MORTGAGE CAPITAL MARKETS, subject to certain limitations contained in the last sentence of Section 3.01 of the IndentureLLC 1998 ============================================================ ==================================================================== CUT-OFF DATE: JUNE 1, 1998 SPECIAL SERVICER: AMRESCO MANAGEMENT, INC. Interest on this Note will accrue for each Payment Date from and including the 15th day of the preceding calendar month (or============================================================ ==================================================================== CLOSING DATE: JUNE 29, for the initial interest accrual period1998 TRUSTEE: LASALLE NATIONAL BANK ============================================================ ==================================================================== FIRST DISTRIBUTION DATE: JULY 16, from and including the Closing Date) to but excluding the 15th day of the current calendar month. Interest will be computed on the basis of a 360-day year of twelve 30-day months. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuing Entity with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture, or be valid or obligatory for any purpose.1998 FISCAL AGENT: ABN AMRO BANK N.V.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Bear Stearns Commercial Mortgage Securities Inc)
Signature Guaranteed. NOTICE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatever. Such signature Signatures must be guaranteed by an “"eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation " as defined in STAMP or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with Rule 17Ad-15 promulgated under the Securities Exchange Act of 1934, as amended. UNLESS THIS NOTE IS PRESENTED --------------------------------------------------------------- The undersigned hereby certifies that (1) the Rights evidenced by this Right Certificate are not being sold, assigned or transferred by or on behalf of a Person who is or was an Acquiring Person, an Interested Stockholder or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement); and (2) after due inquiry and to the best of the knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Right Certificate from any Person who is or was an Acquiring Person, an Interested Stockholder, or an Affiliate or Associate thereof. ----------------------------------- Signature FORM OF REVERSE SIDE OF RIGHT CERTIFICATE FORM OF ELECTION TO PURCHASE (TO BE EXECUTED IF HOLDER DESIRES TO EXERCISE RIGHTS REPRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUING ENTITY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE RIGHT CERTIFICATE.) To American Stock Transfer & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS 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. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. REGISTERED $Trust Company: The undersigned hereby irrevocably elects to exercise __________ No.: ____ CUSIP No.: _____ WORLD OMNI AUTO RECEIVABLES TRUST 2019-C, a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuing Entity”), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of ______________ DOLLARS payable on each Payment Date Rights represented by this Right Certificate to purchase the Preferred Shares issuable upon the exercise of such Rights and requests that certificates for such Preferred Shares be issued in an amount equal to the result obtained by multiplying (i) a fraction the numerator of which is $name of: Please insert social security or other identifying number: ______________ -------------------------------------------------------------------------------- (Please print name and the denominator address) -------------------------------------------------------------------------------- If such number of which is $80,300,000 by (ii) the aggregate amount, if any, payable from the Note Distribution Account in respect of principal on the Class A-4 Notes pursuant to Section 3.01 of the Indenture dated as of November 14, 2019 (the “Indenture”), between the Issuing Entity and MUFG Union Bank, N.A., as Indenture Trustee (the “Indenture Trustee”); provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of the December 2025 Payment Date (the “Class A-4 Final Scheduled Payment Date”) and the Redemption Date, if any, pursuant to Section 10.01 of the Indenture. Generally, no payments of principal of the Class A-4 Notes shall be made until the Class A-1 Notes, Class A-2 Notes and Class A-3 Notes have been paid in full. Capitalized terms used but not defined herein are defined in Article I of the Indenture, which also contains rules as to construction that shall be applicable herein. BY ACQUIRING A CLASS A-4 NOTE, EACH INITIAL PURCHASER, TRANSFEREE AND OWNER OF A BENEFICIAL INTEREST IN SUCH NOTE WILL BE DEEMED TO REPRESENT THAT EITHER (1) IT IS NOT AND WILL NOT BE AND IS NOT ACTING ON BEHALF OF OR ACQUIRING THE NOTES WITH THE ASSETS OF ANY PERSON THAT IS OR WILL BE (i) AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) THAT IS SUBJECT TO TITLE I OF ERISA, (ii) A “PLAN” DESCRIBED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) THAT IS SUBJECT TO SECTION 4975 OF THE CODE, (iii) ANY ENTITY OR ACCOUNT WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” (WITHIN THE MEANING OF THE DEPARTMENT OF LABOR REGULATION LOCATED AT 29 C.F.R. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) OR (iv) ANY U.S. GOVERNMENTAL PLAN, NON-U.S. PLAN, CHURCH PLAN OR ANY OTHER EMPLOYEE BENEFIT PLAN, ACCOUNT OR ARRANGEMENT THAT IS SUBJECT TO ANY U.S. FEDERAL, STATE, LOCAL OR NON-U.S. LAW THAT IS SUBSTANTIALLY SIMILAR TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”) OR (2) ITS ACQUISITION AND HOLDING OF THE CLASS A-4 NOTES (OR ANY INTEREST THEREIN) WILL NOT GIVE RISE TO A NONEXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION OF SIMILAR LAW. The Issuing Entity will pay interest on this Note at the rate per annum shown above on each Payment Date until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date), subject to certain limitations contained in the last sentence of Section 3.01 of the Indenture. Interest on this Note will accrue for each Payment Date from and including the 15th day of the preceding calendar month (or, for the initial interest accrual period, from and including the Closing Date) to but excluding the 15th day of the current calendar month. Interest will be computed on the basis of a 360-day year of twelve 30-day months. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuing Entity with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note Rights shall not be entitled to any benefit under all the IndentureRights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or be valid or obligatory for any purpose.other identifying number: ______________ -------------------------------------------------------------------------------- (Please print name and address) Dated: ------------------- -------------------------------- Signature
Appears in 1 contract
Signature Guaranteed. NOTICEA-11 [FORM OF ASSIGNMENT] For value received __________________________ hereby sells, assigns and transfers unto _____________________________ the within Warrant Certificate, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint __________________ attorney, to transfer said Warrant Certificate on the books of the within-named Company, with full power of substitution in the premises. Dated , ---------------- ---- Signature: ------------------------------- Note: The above signature to this assignment must correspond with the name of the registered owner as it appears on written upon the face of the within Note this Warrant Certificate in every particular, without alteration, alteration or enlargement or any change whatever. Such signature must Signature Guaranteed: -------------------- SCHEDULE OF EXCHANGES OF CERTIFICATED WARRANTS * The following exchanges of a part of this Global Warrant for certificated Warrants have been made: Number of Warrants of this Global Amount of Amount of Warrant Signature decrease in increase in following of Number of Number of such authorized Warrants of Warrants of decrease officer of Date of this Global this Global (or Warrant Exchange Warrant Warrant increase) Agent -------- ----------- ----------- ----------- ---------- ---------------------------- * To be guaranteed by an “eligible guarantor institution” meeting attached only to Global Warrants. EXHIBIT B FORM OF LEGEND FOR GLOBAL WARRANT Any Global Warrant authenticated and delivered hereunder shall bear a legend in substantially the requirements of the Note Registrarfollowing form: THIS SECURITY IS A GLOBAL WARRANT WITHIN THE MEANING OF THE WARRANT AGREEMENT HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A SUCCESSOR DEPOSITORY. THIS SECURITY IS NOT EXCHANGEABLE FOR SECURITIES REGISTERED IN THE NAME OF A PERSON OTHER THAN THE DEPOSITORY OR ITS NOMINEE EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE WARRANT AGREEMENT, which requirements include membership or participation in STAMP or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amendedAND NO TRANSFER OF THIS SECURITY (OTHER THAN A TRANSFER OF THIS SECURITY AS A WHOLE BY THE DEPOSITORY TO A NOMINEE OF THE DEPOSITORY OR BY A NOMINEE OF THE DEPOSITORY TO THE DEPOSITORY OR ANOTHER NOMINEE OF THE DEPOSITORY) MAY BE REGISTERED EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE WARRANT AGREEMENT. UNLESS THIS NOTE CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“"DTC”"), TO THE ISSUING ENTITY ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE EXCHANGE, OR PAYMENT, AND ANY NOTE CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS 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. THE PRINCIPAL EXHIBIT C CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF THIS NOTE IS PAYABLE TRANSFER OF WARRANTS Re: Warrants to Purchase Common Stock (the "WARRANTS") of CONVERGENT COMMUNICATIONS, INC. This Certificate relates to ____ Warrants held in* ___ book-entry or* _______ certificated form by ______ (the "TRANSFEROR"). The Transferor:* / / has requested the Warrant Agent by written order to deliver in exchange for its security entitlement in the Global Warrant held by the Depositary a Warrant or Warrants in definitive, registered form of authorized denominations and an aggregate number equal to its security entitlement in such Global Warrant (or the portion thereof indicated above); or / / has requested the Warrant Agent by written order to exchange or register the transfer of a Warrant or Warrants. In connection with such request and in respect of each such Warrant, the Transferor does hereby certify that the Transferor is familiar with the Warrant Agreement relating to the above captioned Warrants and the restrictions on transfers thereof as provided in Section 1.08 of such Warrant Agreement, and that the transfer of this Warrant does not require registration under the Securities Act of 1933, as amended (the "ACT") because: / / Such Warrant is being acquired for the Transferor's own account, without transfer (in satisfaction of Section 1.08 (a)(y)(A) or Section 1.08 (d)(i)(A) of the Warrant Agreement). / / Such Warrant is being transferred to a qualified institutional buyer (as defined in Rule 144A under the Act), in reliance on Rule 144A. / / Such Warrant is being transferred in reliance on Regulation S under the Act. / / Such Warrant is being transferred in accordance with Rule 144 under the Act. ---------------------- * Check applicable box. / / Such Warrant is being transferred in reliance on and in compliance with an exemption from the registration requirements of the Act. ------------------------------------ [INSERT NAME OF TRANSFEROR] By: ----------------------------------- Date: --------------------- EXHIBIT D FORM OF CERTIFICATE TO BE DELIVERED IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. REGISTERED $CONNECTION WITH REGULATION S TRANSFERS _________, 199_ No.American Stock Transfer & Trust Company 0000 00xx Xxxxxx, 0xx Xxxxx Xxxxxxxx, Xxx Xxxx 00000 Attention: ____ CUSIP No.Xxxxxxx X. Xxxxxx Ladies and Gentlemen: _____ WORLD OMNI AUTO RECEIVABLES TRUST 2019-CIn connection with our proposed sale of Warrants of Convergent Communications, a statutory trust organized Inc. (the "COMPANY"), we confirm that such sale has been effected pursuant to and existing in accordance with Regulation S under the laws Securities Act of 1933, as amended (the State of Delaware (herein referred to as the “Issuing Entity”"SECURITIES ACT"), for value receivedand, hereby promises to pay to Cede & Co.accordingly, or registered assigns, the principal sum of ___________ DOLLARS payable on each Payment Date in an amount equal to the result obtained by multiplying (i) a fraction the numerator of which is $______ and the denominator of which is $80,300,000 by (ii) the aggregate amount, if any, payable from the Note Distribution Account in respect of principal on the Class A-4 Notes pursuant to Section 3.01 of the Indenture dated as of November 14, 2019 (the “Indenture”), between the Issuing Entity and MUFG Union Bank, N.A., as Indenture Trustee (the “Indenture Trustee”); provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of the December 2025 Payment Date (the “Class A-4 Final Scheduled Payment Date”) and the Redemption Date, if any, pursuant to Section 10.01 of the Indenture. Generally, no payments of principal of the Class A-4 Notes shall be made until the Class A-1 Notes, Class A-2 Notes and Class A-3 Notes have been paid in full. Capitalized terms used but not defined herein are defined in Article I of the Indenture, which also contains rules as to construction that shall be applicable herein. BY ACQUIRING A CLASS A-4 NOTE, EACH INITIAL PURCHASER, TRANSFEREE AND OWNER OF A BENEFICIAL INTEREST IN SUCH NOTE WILL BE DEEMED TO REPRESENT THAT EITHER (1) IT IS NOT AND WILL NOT BE AND IS NOT ACTING ON BEHALF OF OR ACQUIRING THE NOTES WITH THE ASSETS OF ANY PERSON THAT IS OR WILL BE (i) AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) THAT IS SUBJECT TO TITLE I OF ERISA, (ii) A “PLAN” DESCRIBED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) THAT IS SUBJECT TO SECTION 4975 OF THE CODE, (iii) ANY ENTITY OR ACCOUNT WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” (WITHIN THE MEANING OF THE DEPARTMENT OF LABOR REGULATION LOCATED AT 29 C.F.R. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) OR (iv) ANY U.S. GOVERNMENTAL PLAN, NON-U.S. PLAN, CHURCH PLAN OR ANY OTHER EMPLOYEE BENEFIT PLAN, ACCOUNT OR ARRANGEMENT THAT IS SUBJECT TO ANY U.S. FEDERAL, STATE, LOCAL OR NON-U.S. LAW THAT IS SUBSTANTIALLY SIMILAR TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”) OR (2) ITS ACQUISITION AND HOLDING OF THE CLASS A-4 NOTES (OR ANY INTEREST THEREIN) WILL NOT GIVE RISE TO A NONEXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION OF SIMILAR LAW. The Issuing Entity will pay interest on this Note at the rate per annum shown above on each Payment Date until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date), subject to certain limitations contained in the last sentence of Section 3.01 of the Indenture. Interest on this Note will accrue for each Payment Date from and including the 15th day of the preceding calendar month (or, for the initial interest accrual period, from and including the Closing Date) to but excluding the 15th day of the current calendar month. Interest will be computed on the basis of a 360-day year of twelve 30-day months. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuing Entity with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture, or be valid or obligatory for any purpose.we represent that:
Appears in 1 contract
Samples: Warrant Agreement (Convergent Communications Inc /Co)
Signature Guaranteed. NOTICE: The signature EXHIBIT C --------- NOTICE OF A PAYMENT DEFAULT --------------------------- EDUCATION LOANS INCORPORATED STUDENT LOAN ASSET-BACKED NOTES SENIOR SERIES 2001-1A [B] [SUBORDINATE SERIES 2001-1C] NOTICE IS HEREBY GIVEN that a Payment Default has occurred and not been cured with respect to this assignment must correspond with the name Notes identified above. Determination of the registered owner Series 2001-1 Note Interest Rate pursuant to the Auction Procedures will be suspended. The Series 2001-1 Note Interest Rate on the Series 2001-1A [B][C] Notes for each Auction Period commencing after the date of Payment Default will equal the Non-Payment Rate as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatever. Such signature must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation in STAMP or such other “signature guarantee program” as may be is determined by the Note Registrar Trustee on the first day of such Auction Period. Terms used herein have the meanings set forth in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act Third Supplemental Indenture of 1934, as amendedTrust relating to the above-referenced Notes. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUING ENTITY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS 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. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. REGISTERED $Dated: __________ No.: ____ CUSIP No.: _____ WORLD OMNI AUTO RECEIVABLES TRUST 2019-C, a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuing Entity”), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of ______________ DOLLARS payable on each U.S. BANK NATIONAL ASSOCIATION, as Trustee By ------------------------------------- Authorized Representative C-1 EXHIBIT D --------- NOTICE OF CURE OF PAYMENT DEFAULT --------------------------------- EDUCATION LOANS INCORPORATED STUDENT LOAN ASSET-BACKED NOTES SENIOR SERIES 2001-1A [B] [SUBORDINATE SERIES 2001-1C] NOTICE IS HEREBY GIVEN that a Payment Default with respect to the Notes identified above has been waived or cured. The next Interest Payment Date in an amount equal to the result obtained by multiplying (i) a fraction the numerator of which is $_____________________ and the denominator next Auction Date is ---------------------------. Terms used herein have the meanings set forth in the Third Supplemental Indenture of which is $80,300,000 by (ii) Trust relating to the aggregate amount, if any, payable from the Note Distribution Account in respect of principal on the Class A-4 Notes pursuant to Section 3.01 of the Indenture dated as of November 14, 2019 (the “Indenture”), between the Issuing Entity and MUFG Union Bank, N.A.above-referenced Notes. Dated: ___________________________ U.S. BANK NATIONAL ASSOCIATION, as Indenture Trustee (By -------------------------------- Authorized Representative D-1 EXHIBIT E --------- NOTICE OF PROPOSED AUCTION PERIOD ADJUSTMENT -------------------------------------------- EDUCATION LOANS INCORPORATED STUDENT LOAN ASSET-BACKED NOTES SENIOR SERIES 2001-1A [B] [SUBORDINATE SERIES 2001-1C] Notice is hereby given that EDUCATION LOANS INCORPORATED proposes to change the “Indenture Trustee”); provided, however, that length of one or more Auction Periods with respect to the entire unpaid principal amount of this Note shall be due and payable on the earlier of the December 2025 Payment Date (the “Class A-4 Final Scheduled Payment Date”) and the Redemption Date, if anyNotes identified above, pursuant to Section 10.01 the Third Supplemental Indenture of Trust relating to such Notes (the "Third Supplemental Indenture. Generally, no payments of principal of the Class A-4 Notes shall be made until the Class A-1 Notes, Class A-2 Notes and Class A-3 Notes have been paid in full. Capitalized terms used but not defined herein are defined in Article I of the Indenture, which also contains rules as to construction that shall be applicable herein. BY ACQUIRING A CLASS A-4 NOTE, EACH INITIAL PURCHASER, TRANSFEREE AND OWNER OF A BENEFICIAL INTEREST IN SUCH NOTE WILL BE DEEMED TO REPRESENT THAT EITHER (1) IT IS NOT AND WILL NOT BE AND IS NOT ACTING ON BEHALF OF OR ACQUIRING THE NOTES WITH THE ASSETS OF ANY PERSON THAT IS OR WILL BE (i) AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) THAT IS SUBJECT TO TITLE I OF ERISA, (ii) A “PLAN” DESCRIBED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) THAT IS SUBJECT TO SECTION 4975 OF THE CODE, (iii) ANY ENTITY OR ACCOUNT WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” (WITHIN THE MEANING OF THE DEPARTMENT OF LABOR REGULATION LOCATED AT 29 C.F.R. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) OR (iv) ANY U.S. GOVERNMENTAL PLAN, NON-U.S. PLAN, CHURCH PLAN OR ANY OTHER EMPLOYEE BENEFIT PLAN, ACCOUNT OR ARRANGEMENT THAT IS SUBJECT TO ANY U.S. FEDERAL, STATE, LOCAL OR NON-U.S. LAW THAT IS SUBSTANTIALLY SIMILAR TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”) OR (2) ITS ACQUISITION AND HOLDING OF THE CLASS A-4 NOTES (OR ANY INTEREST THEREIN) WILL NOT GIVE RISE TO A NONEXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION OF SIMILAR LAW. The Issuing Entity will pay interest on this Note at the rate per annum shown above on each Payment Date until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date"), subject to certain limitations contained in the last sentence of Section 3.01 of the Indenture. Interest on this Note will accrue for each Payment Date from and including the 15th day of the preceding calendar month (or, for the initial interest accrual period, from and including the Closing Date) to but excluding the 15th day of the current calendar month. Interest will be computed on the basis of a 360-day year of twelve 30-day months. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuing Entity with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture, or be valid or obligatory for any purpose.follows:
Appears in 1 contract
Samples: Third Supplemental Indenture of Trust (Education Loans Inc /De)
Signature Guaranteed. NOTICE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatever. Such signature must be guaranteed by an “"eligible guarantor institution” " meeting the requirements of the Note Registrar, which requirements include membership or participation in STAMP or such other “"signature guarantee program” " as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. UNLESS EXHIBIT A-7 [FORM OF CLASS D NOTE] PRINCIPAL IN RESPECT OF THIS CLASS D NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE DISTRIBUTABLE AS SET FORTH HEREIN. ACCORDINGLY, THE UNPAID PRINCIPAL AMOUNT OF THE DEPOSITORY TRUST COMPANYFRACTIONAL INTEREST EVIDENCED HEREBY AT ANY TIME MAY BE LESS THAN THE ORIGINAL PRINCIPAL AMOUNT SET FORTH HEREIN. Unless this Note is presented by an authorized representative of The Depository Trust Company, A NEW YORK CORPORATION a New York corporation (“"DTC”"), TO THE ISSUING ENTITY OR ITS AGENT FOR REGISTRATION OF TRANSFERto the issuer or its agent for registration of transfer, EXCHANGE OR PAYMENTexchange or payment, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE and any Note issued is registered in the name of Cede & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF Co. or in such other name as requested by an authorized representative of DTC (AND ANY PAYMENT IS MADE TO CEDE and any payment is made to Cede & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF Co. or to such other entity as is 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 HEREOFinasmuch as the registered owner thereof, CEDE Cede & CO.Co., HAS AN INTEREST HEREINhas an interest herein. THE PRINCIPAL IN RESPECT OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLYBAY VIEW 2005-LJ-2 OWNER TRUST % CLASS A-l AUTOMOBILE RECEIVABLE BACKED NOTE Evidencing the indebtedness of the Bay View 2005-LJ-2 Owner Trust, THE OUTSTANDING AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOFa Delaware statutory trust, secured by the Pledged Assets, as defined below, including a pool of simple interest installment loan and security agreements and installment sales contracts secured by new and used automobiles, light-duty trucks, sport utility vehicles and vans. REGISTERED (This Note does not represent an interest in Bay View Deposit Corporation nor an interest in or obligation of any of its affiliates. Neither this Note nor the underlying Receivables, as defined below, are insured or guaranteed by any government agency). NUMBER $__________ No.: ____ CUSIP No.: _____ WORLD OMNI AUTO RECEIVABLES TRUST 201907262WAG2 Bay View 2005-CLJ-2 Owner Trust, a Delaware statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuing Entity”)txxxx, for xxx value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum order of [__________] ("the Noteholder") or its registered assigns, the principal sum of [__________ DOLLARS payable on each Payment Date in an amount equal to the result obtained by multiplying dollars (i) a fraction the numerator of which is $______ _____)], which amount shall be payable in the amounts and at the denominator of which is $80,300,000 by (ii) the aggregate amount, if any, payable from the Note Distribution Account times set forth in respect of principal on the Class A-4 Notes pursuant to Section 3.01 of the Indenture dated as of November 14July 1, 2019 2005 (the “"Indenture”)"; such term to include any amendment, between the Issuing Entity and MUFG Union Bankrestatement, N.A., as Indenture Trustee (the “Indenture Trustee”supplement or other modification thereof or thereto); provided, however, that the entire unpaid principal amount of this Note shall be due and payable on or before the earlier of the December 2025 Payment Date (the “Class A-4 Final Scheduled February 2014 Payment Date”) and . However, principal with respect to the Redemption Date, if any, pursuant to Section 10.01 of Notes may be paid earlier or later under certain limited circumstances under the Indenture. Generally, no payments of principal of the Class A-4 Notes shall be made until the Class A-1 Notes, Class A-2 Notes and Class A-3 Notes have been paid in full. Capitalized terms used but not defined herein are defined in Article I of the Indenture, which also contains rules as to construction that shall be applicable herein. BY ACQUIRING A CLASS A-4 NOTE, EACH INITIAL PURCHASER, TRANSFEREE AND OWNER OF A BENEFICIAL INTEREST IN SUCH NOTE WILL BE DEEMED TO REPRESENT THAT EITHER (1) IT IS NOT AND WILL NOT BE AND IS NOT ACTING ON BEHALF OF OR ACQUIRING THE NOTES WITH THE ASSETS OF ANY PERSON THAT IS OR WILL BE (i) AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) THAT IS SUBJECT TO TITLE I OF ERISA, (ii) A “PLAN” DESCRIBED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) THAT IS SUBJECT TO SECTION 4975 OF THE CODE, (iii) ANY ENTITY OR ACCOUNT WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” (WITHIN THE MEANING OF THE DEPARTMENT OF LABOR REGULATION LOCATED AT 29 C.F.R. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) OR (iv) ANY U.S. GOVERNMENTAL PLAN, NON-U.S. PLAN, CHURCH PLAN OR ANY OTHER EMPLOYEE BENEFIT PLAN, ACCOUNT OR ARRANGEMENT THAT IS SUBJECT TO ANY U.S. FEDERAL, STATE, LOCAL OR NON-U.S. LAW THAT IS SUBSTANTIALLY SIMILAR TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”) OR (2) ITS ACQUISITION AND HOLDING OF THE CLASS A-4 NOTES (OR ANY INTEREST THEREIN) WILL NOT GIVE RISE TO A NONEXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION OF SIMILAR LAW. The Issuing Entity Issuer will pay interest on this Note at the rate per annum shown above on each Payment Date until Class D Interest Rate. Such interest shall be payable in the principal manner and at the times set forth in the Indenture. To the extent not otherwise defined herein, the capitalized terms used herein have the meanings assigned to them in the Indenture. This Note is issued under and is subject to the terms, provisions, and conditions of the Indenture, to which the holder of this Note by virtue of the acceptance hereof assents and by which such holder is bound. This Note is secured by the Pledged Assets. The Pledged Assets consist of (i) the Receivables listed on Schedule A to the Trust Agreement, (ii) the security interests in the Financed Vehicles or in any other property granted by Obligors pursuant to the Receivables, (iii) any proceeds from claims and other amounts relating to Insurance Policies and other items financed under the Receivables or otherwise covering an Obligor or a Financed Vehicle, (iv) any Liquidation Proceeds, (v) all property (including the right to receive future Liquidation Proceeds) that secures a Receivable and that has been or may be acquired pursuant to the liquidation of the Receivable, (vi) the interest of the Issuer in any proceeds from recourse to Dealers relating to the Receivables, (vii) all documents contained in the Receivable Files relating to the Receivables, (viii) all monies paid on the Receivables, and all monies due thereon after the Cut-off Date, (ix) the rights of the Transferor pursuant to the Purchase Agreement and the Trust Agreement and the rights of the Issuer pursuant to the Trust Agreement, including, without limitation, a direct right to cause BVAC to purchase Receivables from the Transferor upon the occurrence of a breach of any of the representations and warranties contained in Section 3.02 of the Purchase Agreement or made available for paymentthe failure of BVAC to timely comply with its obligations pursuant to Section 5.06 of the Purchase Agreement and (x) all proceeds (including, without limitation, "proceeds" as defined in the UCC of the jurisdiction the law of which governs the perfection of the interest in such Receivables and such other property so transferred) of any of the foregoing. Pledged Assets shall also include (a) any and all other right, title and interest, including any beneficial interest the Issuer may have in the Collection Account and the Lock-Box Account (to the extent such amounts and property in the Lock-Box Account relate to the Receivables), (b) the funds deposited in and financial assets credited to and from time to time on deposit in such accounts (to the extent such amounts and property in the Lock-Box account relate to the Receivables), and all Eligible Investments and other securities, instruments and other investments purchased from such funds. Under the Indenture, the Issuer will pay, on the principal amount twenty-fifth calendar day of each month, or if such day is not a Business Day, on the first Business Day thereafter (the "Payment Date"), commencing August 25, 2005, to the person in whose name this Note is registered on the Record Date, the portion of Monthly Interest and Monthly Principal to which the Noteholder is entitled pursuant to the Indenture. Payments on this Note will be made by the Indenture Trustee by wire transfer through the facilities of the Depository Trust Company if this note is held by Cede & Co. and otherwise by check mailed to the Person entitled thereto without the presentation or surrender of this Note outstanding or the making of any notation hereon. Except as otherwise provided in the Indenture and notwithstanding the above, the final payment on this Note will be made only upon presentation and surrender of this Note at the office or agency maintained for that purpose by the Indenture Trustee. Unless the certificate of authentication hereon shall have been executed by a Responsible Officer of the Indenture Trustee, by manual or facsimile signature, this Note shall not entitle the holder hereof to any benefit under the Indenture or be valid for any purpose. This Note constitutes an obligation of the Issuer. The Note does not represent an interest in the Issuer nor an interest in or obligation of any affiliate of the Issuer, including Bay View Deposit Corporation or Bay View Acceptance Corporation. The Note is limited in right of payment to certain collections and recoveries respecting the Receivables, all as more specifically set forth in the Indenture. In addition to the Class D Notes, the Issuer has also issued Class A-1, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes, Class B Notes and Class C Notes. The Indenture permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Noteholder under the Indenture at any time by the Issuer and the Indenture Trustee with the consent of the Noteholder. Any such consent by the holder of this Note shall be conclusive and binding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date), subject to certain limitations contained Noteholder. This Note is transferable solely in the last sentence of accordance with Section 3.01 2.04 of the Indenture. Interest on The obligations and responsibilities to the Noteholder created by the Indenture shall terminate upon the payment to Noteholder of all amounts required to be paid to it pursuant to the Indenture. The Servicer may at its option cause the Indenture Trustee to sell the Pledged Assets at a price not to be less than the price specified in the Indenture, and such sale of the Receivables and other property may effect early retirement of the Note. Although this Note will accrue for each Payment Date from and including the 15th day summarizes certain provisions of the preceding calendar month (orIndenture, for the initial interest accrual period, from and including the Closing Date) to but excluding the 15th day of the current calendar month. Interest will be computed on the basis of a 360-day year of twelve 30-day months. Such principal of and interest on this Note shall be paid in does not purport to summarize the manner specified on the reverse hereof. The principal of Indenture and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuing Entity with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. Reference reference is made to the further provisions Indenture for information with respect to the interests, rights, benefits, obligations, proceeds and duties evidenced hereby and the rights, duties and obligations of the Indenture Trustee. In the event of any inconsistency or conflict between the terms of this Note set forth on and the reverse hereofterms of the Indenture, which the terms of the Indenture shall have the same effect as though fully set forth on the face of this Notecontrol. Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the IndentureIndenture referred to on the reverse hereof, or be valid or obligatory for any purpose.
Appears in 1 contract
Samples: Indenture (Bay View Deposit CORP)
Signature Guaranteed. NOTICE2/ NOTE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note Certificate in every particular, without alteration, enlargement or any change whateverwhatsoever. Such signature must be guaranteed FORM OF CLASS B CERTIFICATE EXHIBIT A-2 THIS CLASS B CERTIFICATE MAY NOT BE ACQUIRED BY OR FOR THE ACCOUNT OF PERSONS INVESTING ASSETS OF A BENEFIT PLAN (AS DEFINED BELOW) OR AN INDIVIDUAL RETIREMENT ACCOUNT OTHER THAN BY INSURANCE COMPANIES INVESTING ASSETS SOLELY OF THEIR GENERAL ACCOUNTS. REGISTERED $___________ 3/ No. R-______________ CUSIP No.________ Unless this Class B Certificate is presented by an “eligible guarantor institution” meeting authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to American Express Centurion Bank, American Express Receivables Financing Corporation II or their agent for registration of transfer, exchange or payment, and any certificate issued is registered in the requirements name of the Note Registrar, which requirements include membership Cede & Co. or participation in STAMP or such other “signature guarantee program” name as may be determined is requested by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act an authorized representative of 1934, as amended. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUING ENTITY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE and any payment is made to Cede & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF Co. or to such other entity as is 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. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. REGISTERED $__________ No.: ____ CUSIP No.: _____ WORLD OMNI AUTO RECEIVABLES TRUST 2019-C, a statutory trust organized and existing under the laws of the State of Delaware (herein referred to inasmuch as the “Issuing Entity”)registered owner hereof, for value received, hereby promises to pay to Cede & Co., or registered assignshas an interest herein. AMERICAN EXPRESS CREDIT ACCOUNT MASTER TRUST SERIES 2002-3 CLASS B FLOATING RATE ASSET BACKED CERTIFICATE Expected Final Payment Date: The May 2007 Distribution Date Each $1,000 minimum denomination represents a 1/73,600ths undivided interest in Class B of the AMERICAN EXPRESS CREDIT ACCOUNT MASTER TRUST, SERIES 2002-3 Evidencing an undivided interest in certain assets of a trust, the principal sum corpus of ___________ DOLLARS payable on each Payment Date which consists primarily of an interest in receivables generated from time to time in the ordinary course of business in a portfolio of credit and charge accounts serviced by AMERICAN EXPRESS TRAVEL RELATED SERVICES COMPANY, INC., and other assets and interests constituting Trust Assets under the Pooling and Servicing Agreement referred to below. (Not an amount equal interest in or obligation of American Express Travel Related Services Company, Inc., American Express Centurion Bank, American Express Receivables Financing Corporation II or any of their respective affiliates) -------------------- 3/ Denominations of $1,000 and integral multiples of $1,000 in excess thereof. This certifies that CEDE & CO. (the "Class B Certificateholder") is the registered owner of a fractional, undivided interest in certain assets of a trust (the "Trust") created pursuant to the result obtained Pooling and Servicing Agreement, dated as of May 16, 1996 (as amended and supplemented, the "Agreement"), as supplemented by multiplying the Series 2002-3 Supplement, dated as of May 16, 2002 (as amended and supplemented, the "Supplement"), among American Express Centurion Bank and American Express Receivables Financing Corporation II, as transferors (together, the "Transferors"), American Express Travel Related Services Company, Inc., as servicer, and The Bank of New York, a New York banking corporation, as trustee (the "Trustee"). The corpus of the Trust consists of (i) the Transferors' ownership interest in a fraction portfolio of receivables (the numerator "Receivables") existing in credit and charge accounts identified under the Agreement from time to time (the "Accounts"), (ii) all Receivables generated under the Accounts from time to time thereafter, (iii) funds collected or to be collected from cardmembers in respect of the Receivables, (iv) all funds which is $______ are from time to time on deposit in the Collection Account, the Special Funding Account, and any other Series Accounts and (v) all other assets and interests constituting the Trust. Although a summary of certain provisions of the Agreement and the denominator Supplement is set forth below and in the Summary of Terms and Conditions attached hereto and made a part hereof, this Class B Certificate does not purport to summarize the Agreement and the Supplement and reference is made to the Agreement and the Supplement for information with respect to the interests, rights, benefits, obligations, proceeds and duties evidenced hereby and the rights, duties and obligations of the Trustee. A copy of the Agreement and the Supplement (without schedules) may be requested from the Trustee by writing to the Trustee at the Corporate Trust Office. To the extent not defined herein, the capitalized terms used herein have the meanings ascribed to them in the Agreement or the Supplement, as applicable. This Class B Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement and the Supplement, to which Agreement and Supplement, each as amended and supplemented from time to time, the Class B Certificateholder by virtue of the acceptance hereof assents and is $80,300,000 bound. No Class B Certificate may be acquired by or for the account of any employee benefit plan, trust or account, including an individual retirement account, that is subject to the Employee Retirement Income Security Act of 1974, as amended, or that is described in Section 4975(e)(1) of the Internal Revenue Code of 1986, as amended, or an entity whose underlying assets include plan assets by reason of a plan's investment in such entity (a "Benefit Plan"), unless (i) such acquirer or holder is an insurance company, (ii) the aggregate amountsource of funds used to acquire or hold such Certificate (or interest therein) is an "insurance company general account" (as defined in U.S. Department of Labor Prohibited Transaction Class Exemption ("PTCE") 95-60), if anyand (iii) the conditions set forth in Sections I and III of PTCE 95-60 have been satisfied. By acquiring any interest in this Class B Certificate, payable from each applicable Certificate Owner shall be deemed to have represented and warranted either (i) that it is not a Benefit Plan and is not acting for the Note Distribution Account account of any Benefit Plan or (ii) that (1) it is an insurance company, (2) the source of funds used to acquire or hold an interest in respect such Certificate is an "insurance company general account" (as such term is defined in PTCE 95-60), and (3) the conditions set forth in Sections I and III of PTCE 95-60 have been satisfied. THIS CLASS B CERTIFICATE IS SUBORDINATED TO THE EXTENT NECESSARY TO FUND PAYMENTS ON THE CLASS A CERTIFICATES TO THE EXTENT SPECIFIED IN THE SUPPLEMENT. It is the intent of the Transferors and the Class B Certificateholder that, for federal, state and local income and franchise tax purposes, the Class B Certificates will qualify as indebtedness of the Transferors secured by the Receivables. The Class B Certificateholder, by the acceptance of this Class B Certificate, agrees to treat this Class B Certificate for federal, state and local income and franchise tax purposes as debt of the Transferors. In general, payments of principal on with respect to the Class A-4 Notes pursuant B Certificates are limited to Section 3.01 the Class B Invested Amount, which may be less than the unpaid principal balance of the Indenture dated as of November 14, 2019 (the “Indenture”), between the Issuing Entity and MUFG Union Bank, N.A., as Indenture Trustee (the “Indenture Trustee”); provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of the December 2025 Class B Certificates. The Expected Final Payment Date (is the “May 2007 Distribution Date, but principal with respect to the Class A-4 Final Scheduled Payment Date”) B Certificates may be paid earlier or later under certain circumstances described in the Agreement and the Redemption DateSupplement. If for one or more months during the Controlled Accumulation Period there are not sufficient funds to pay the Controlled Deposit Amount, if anythen to the extent that excess funds are not available on subsequent Distribution Dates with respect to the Controlled Accumulation Period to make up for such shortfalls, pursuant to Section 10.01 of the Indenture. Generally, no payments final payment of principal of the Class A-4 Notes shall be made until B Certificates will occur later than the Class A-1 Notes, Class A-2 Notes and Class A-3 Notes have been paid in full. Capitalized terms used but not defined herein are defined in Article I of the Indenture, which also contains rules as to construction that shall be applicable herein. BY ACQUIRING A CLASS A-4 NOTE, EACH INITIAL PURCHASER, TRANSFEREE AND OWNER OF A BENEFICIAL INTEREST IN SUCH NOTE WILL BE DEEMED TO REPRESENT THAT EITHER (1) IT IS NOT AND WILL NOT BE AND IS NOT ACTING ON BEHALF OF OR ACQUIRING THE NOTES WITH THE ASSETS OF ANY PERSON THAT IS OR WILL BE (i) AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) THAT IS SUBJECT TO TITLE I OF ERISA, (ii) A “PLAN” DESCRIBED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) THAT IS SUBJECT TO SECTION 4975 OF THE CODE, (iii) ANY ENTITY OR ACCOUNT WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” (WITHIN THE MEANING OF THE DEPARTMENT OF LABOR REGULATION LOCATED AT 29 C.F.R. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) OR (iv) ANY U.S. GOVERNMENTAL PLAN, NON-U.S. PLAN, CHURCH PLAN OR ANY OTHER EMPLOYEE BENEFIT PLAN, ACCOUNT OR ARRANGEMENT THAT IS SUBJECT TO ANY U.S. FEDERAL, STATE, LOCAL OR NON-U.S. LAW THAT IS SUBSTANTIALLY SIMILAR TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”) OR (2) ITS ACQUISITION AND HOLDING OF THE CLASS A-4 NOTES (OR ANY INTEREST THEREIN) WILL NOT GIVE RISE TO A NONEXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION OF SIMILAR LAW. The Issuing Entity will pay interest on this Note at the rate per annum shown above on each Payment Date until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Expected Final Payment Date), subject to certain limitations contained in the last sentence of Section 3.01 of the Indenture. Interest on this Note will accrue for each Payment Date from and including the 15th day of the preceding calendar month (or, for the initial interest accrual period, from and including the Closing Date) to but excluding the 15th day of the current calendar month. Interest will be computed on the basis of a 360-day year of twelve 30-day months. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuing Entity with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Unless the certificate of authentication hereon has been executed by or on behalf of the Indenture Trustee whose name appears below Trustee, by manual signature, this Note Class B Certificate shall not be entitled to any benefit under the Indenture, Agreement or the Supplement or be valid or obligatory for any purpose.
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Samples: Pooling and Servicing Agreement (American Express Centurion Bank)
Signature Guaranteed. NOTICE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note Participant in every particular, without alteration, enlargement or any change whatever. Such signature must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation in STAMP or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUING ENTITY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS 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. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. REGISTERED $a Recognized Signature Guaranty Medallion Program By:__________ No.: ____ CUSIP No.: _____ WORLD OMNI AUTO RECEIVABLES TRUST 2019-C, a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuing Entity”), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of _________________ DOLLARS payable Authorized Signature The following is the Bondowner's Election Notice described herein: BONDOWNER'S ELECTION NOTICE --------------------------- Massachusetts Industrial Finance Agency Industrial Revenue Bonds (AFC Cable Systems, Inc. Issue - Series 1996) Principal Principal Amount/*/ Bond Purchase Amount CUSIP Tendered for Purchase Numbers Date ------ ----- --------------------- ------- ---- The undersigned hereby certifies that it is the registered owner of the Bonds described above (the "Tendered Bonds"), which are in the Weekly Mode, and hereby agrees that the delivery of this instrument of transfer to the Trustee constitutes an irrevocable offer to sell the Tendered Bonds to the Borrower or their designee on each Payment Date in an amount the Purchase Date, which shall be a Business Day at least seven (7) calendar days following delivery of this instrument, at a purchase price equal to the result obtained unpaid principal balance thereof plus accrued and unpaid interest thereon to the Purchase Date (the "Purchase Price"). The undersigned acknowledges and agrees that this election notice is irrevocable and that the undersigned will have no further rights with respect to the Tendered Bonds except payment, upon presentation and surrender of the Tendered Bonds of the corporate trust office of the Trustee, 000 Xxxxxxxxxxx Xxxxxx, Xxxxxxxxxx, XX 00000 or such other address specified in writing by multiplying the Trustee to the Bondowners, of the Purchase Price by wire or bank transfer within the continental United States from the Trustee to the undersigned at its address as shown on the registration books of the Trustee (i) on the Purchase Date if the Tendered Bonds shall have been surrendered to the Trustee at or prior to 10:00 A.M., Providence, Rhode Island time, on the Purchase Date or (ii) on any Delivery Date subsequent to the Purchase Date on which Tendered Bonds are delivered to the Trustee at or prior to 10:00 A.M., Providence, Rhode Island time, together with an appropriate endorsement for transfer or accompanied by a fraction bond power endorsed in blank, provided that for so long as the numerator Bonds are in the Book-Entry Only System, physical surrender of the Bonds to the Trustee shall not be required and the Bonds shall be tendered pursuant to the procedures described in Paragraph 301(d)(iii)) of the Loan and Trust Agreement referred to below. ------------------------------- /*/ Must be in a minimum amount of $100,000 (or the entirety of a Bond which is has previously been reduced below $100,000 by partial redemption) and integral multiples of $5,000 in excess thereof and must not result in any portion of a Bond not tendered being below the minimum of $100,000. --- Except as otherwise indicated herein and unless the context otherwise requires, the terms used herein shall have the meanings set forth in the Loan and Trust Agreement dated as of July 1, 1996 relating to the Bonds. Date:_________________ and the denominator of which is $80,300,000 by (iiSignature(s) the aggregate amount, if any, payable from the Note Distribution Account in respect of principal on the Class A-4 Notes pursuant to Section 3.01 of the Indenture dated as of November 14, 2019 (the “Indenture”), between the Issuing Entity and MUFG Union Bank, N.A., as Indenture Trustee (the “Indenture Trustee”); provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of the December 2025 Payment Date (the “Class A-4 Final Scheduled Payment Date”) and the Redemption Date, if any, pursuant to Section 10.01 of the Indenture. Generally, no payments of principal of the Class A-4 Notes shall be made until the Class A-1 Notes, Class A-2 Notes and Class A-3 Notes have been paid in full. Capitalized terms used but not defined herein are defined in Article I of the Indenture, which also contains rules as to construction that shall be applicable herein. BY ACQUIRING A CLASS A-4 NOTE, EACH INITIAL PURCHASER, TRANSFEREE AND OWNER OF A BENEFICIAL INTEREST IN SUCH NOTE WILL BE DEEMED TO REPRESENT THAT EITHER (1) IT IS NOT AND WILL NOT BE AND IS NOT ACTING ON BEHALF OF OR ACQUIRING THE NOTES WITH THE ASSETS OF ANY PERSON THAT IS OR WILL BE (i) AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) THAT IS SUBJECT TO TITLE I OF ERISA, (ii) A “PLAN” DESCRIBED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) THAT IS SUBJECT TO SECTION 4975 OF THE CODE, (iii) ANY ENTITY OR ACCOUNT WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” (WITHIN THE MEANING OF THE DEPARTMENT OF LABOR REGULATION LOCATED AT 29 C.F.R. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) OR (iv) ANY U.S. GOVERNMENTAL PLAN, NON-U.S. PLAN, CHURCH PLAN OR ANY OTHER EMPLOYEE BENEFIT PLAN, ACCOUNT OR ARRANGEMENT THAT IS SUBJECT TO ANY U.S. FEDERAL, STATE, LOCAL OR NON-U.S. LAW THAT IS SUBSTANTIALLY SIMILAR TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”) OR (2) ITS ACQUISITION AND HOLDING OF THE CLASS A-4 NOTES (OR ANY INTEREST THEREIN) WILL NOT GIVE RISE TO A NONEXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION OF SIMILAR LAW. The Issuing Entity will pay interest on this Note at the rate per annum shown above on each Payment Date until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date), subject to certain limitations contained in the last sentence of Section 3.01 of the Indenture. Interest on this Note will accrue for each Payment Date from and including the 15th day of the preceding calendar month (or, for the initial interest accrual period, from and including the Closing Date) to but excluding the 15th day of the current calendar month. Interest will be computed on the basis of a 360-day year of twelve 30-day months. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuing Entity with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture, or be valid or obligatory for any purpose.__________________________________ __________________________________ __________________________________ __________________________________ Street City State Zip
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Signature Guaranteed. NOTICE4 NOTE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whateverwhatsoever. Such signature must be guaranteed by an THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “eligible guarantor institutionSECURITIES ACT”), OR UNDER ANY STATE SECURITIES OR BLUE SKY LAW OF ANY STATE. THE HOLDER HEREOF, BY PURCHASING THIS NOTE, AGREES THAT THIS NOTE MAY BE RE–OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY (1) (A) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 44A (A “QIB”) WHO IS A QUALIFIED PURCHASER, PURCHASING FOR ITS OWN ACCOUNT OR A QIB WHO IS A QUALIFIED PURCHASER PURCHASING FOR THE ACCOUNT OF A QIB WHO IS A QUALIFIED PURCHASER, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, OR (B) IN CERTIFICATED FORM TO AN INSTITUTIONAL “ACCREDITED INVESTOR” meeting the requirements of the Note Registrar(WITHIN THE MEANING OF RULE 501(a)(1)–(3) OR (7) UNDER THE SECURITIES ACT) WHO IS A QUALIFIED PURCHASER PURCHASING FOR INVESTMENT AND NOT FOR DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, which requirements include membership or participation in STAMP or such other SUBJECT TO (X) THE RECEIPT BY THE INDENTURE TRUSTEE OF A LETTER SUBSTANTIALLY IN THE FORM PROVIDED IN THE INDENTURE AND (Y) THE RECEIPT BY THE INDENTURE TRUSTEE OF SUCH OTHER EVIDENCE ACCEPTABLE TO THE INDENTURE TRUSTEE THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS, (2) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (3) PURSUANT TO ANOTHER EXEMPTION AVAILABLE UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES LAWS, OR (4) PURSUANT TO A VALID REGISTRATION STATEMENT. THE PURCHASE OF THIS NOTE WILL BE DEEMED A REPRESENTATION BY THE ACQUIRER THAT EITHER: (I) IT IS NOT, AND IS NOT PURCHASING SUCH OFFERED NOTE FOR, ON BEHALF OF OR WITH THE ASSETS OF, AN “signature guarantee programEMPLOYEE BENEFIT PLAN” as may be determined by the Note Registrar in addition toAS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME ACT OF 1974, or in substitution forAS AMENDED (“ERISA”) WHICH IS SUBJECT TO TITLE I OF ERISA, STAMPA “PLAN” AS DEFINED IN SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, all in accordance with the Securities Exchange Act of 1934AS AMENDED (THE “CODE”), as amendedAN ENTITY WHOSE UNDERLYING ASSETS ARE DEEMED TO INCLUDE “PLAN ASSETS” OF ANY OF THE FOREGOING BY REASON OF AN EMPLOYEE BENEFIT PLAN’S OR PLAN’S INVESTMENT IN SUCH ENTITY, OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR A CHURCH PLAN (AS DEFINED IN SECTION 3(33) OF ERISA FOR WHICH NO ELECTION HAS BEEN MADE UNDER SECTION 410(d) OF THE CODE) THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS SUBSTANTIALLY SIMILAR TO THE PROVISIONS OF SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE, OR (II) THE ACQUISITION AND HOLDING OF THE OFFERED NOTE WILL NOT GIVE RISE TO A NONEXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (OR, IN THE CASE OF A GOVERNMENTAL PLAN OR A CHURCH PLAN, ANY SUBSTANTIALLY SIMILAR FEDERAL, STATE OR LOCAL LAW). [IF HELD BY DTC] [UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUING ENTITY ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS 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. .] THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. THE RIGHTS OF THE HOLDER OF THIS CLASS C NOTE TO RECEIVE INTEREST ARE SUBORDINATED TO THE RIGHTS OF THE HOLDERS OF THE CLASS A NOTES AND THE CLASS B NOTES TO RECEIVE INTEREST AND THE RIGHTS OF THE HOLDERS OF THIS CLASS C NOTE TO RECEIVE PRINCIPAL ARE SUBORDINATED TO THE RIGHTS OF THE HOLDERS OF THE CLASS A NOTES AND THE CLASS B NOTES TO RECEIVE PRINCIPAL AND INTEREST. REGISTERED $$ No .C- [CUSIP NO. __________ No.: ____ CUSIP No.: _____ WORLD OMNI AUTO RECEIVABLES TRUST 2019_] ACAS Business Loan Trust 2004-C1, a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuing EntityIssuer”), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of ___________ DOLLARS payable on each Payment Date in an amount equal to the result obtained by multiplying (i) a fraction the numerator of which is $______ the initial principal balance of this Class C Note and the denominator of which is $80,300,000 the Initial Class C Principal Balance by (ii) the aggregate amount, if any, payable from the Note Distribution Account in respect of principal on the Class A-4 Notes pursuant to Section 3.01 of the Indenture dated as of November 14, 2019 (the “Indenture”), between the Issuing Entity and MUFG Union Bank, N.A., as Indenture Trustee (the “Indenture Trustee”)C Notes; provided, however, that the entire unpaid principal amount of this Class C Note shall be due and payable on the earlier earliest of the December 2025 Payment Date (the “Class A-4 Legal Final Scheduled Payment Maturity Date”) and , the Redemption Date, if any, pursuant to Section 10.01 of the Indenture. GenerallyIndenture or the Repurchase Date, no payments of principal of the Class A-4 Notes shall be made until the Class A-1 Notesif any, Class A-2 Notes and Class A-3 Notes have been paid in full. Capitalized terms used but not defined herein are defined in Article I pursuant to Section 10.02 of the Indenture, which also contains rules as to construction that shall be applicable herein. BY ACQUIRING A CLASS A-4 NOTE, EACH INITIAL PURCHASER, TRANSFEREE AND OWNER OF A BENEFICIAL INTEREST IN SUCH NOTE WILL BE DEEMED TO REPRESENT THAT EITHER (1) IT IS NOT AND WILL NOT BE AND IS NOT ACTING ON BEHALF OF OR ACQUIRING THE NOTES WITH THE ASSETS OF ANY PERSON THAT IS OR WILL BE (i) AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) THAT IS SUBJECT TO TITLE I OF ERISA, (ii) A “PLAN” DESCRIBED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) THAT IS SUBJECT TO SECTION 4975 OF THE CODE, (iii) ANY ENTITY OR ACCOUNT WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” (WITHIN THE MEANING OF THE DEPARTMENT OF LABOR REGULATION LOCATED AT 29 C.F.R. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) OR (iv) ANY U.S. GOVERNMENTAL PLAN, NON-U.S. PLAN, CHURCH PLAN OR ANY OTHER EMPLOYEE BENEFIT PLAN, ACCOUNT OR ARRANGEMENT THAT IS SUBJECT TO ANY U.S. FEDERAL, STATE, LOCAL OR NON-U.S. LAW THAT IS SUBSTANTIALLY SIMILAR TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”) OR (2) ITS ACQUISITION AND HOLDING OF THE CLASS A-4 NOTES (OR ANY INTEREST THEREIN) WILL NOT GIVE RISE TO A NONEXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION OF SIMILAR LAW. The Issuing Entity will pay interest on this Note at the rate per annum shown above on each Payment Date until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date), subject to certain limitations contained in the last sentence of Section 3.01 of the Indenture. Interest on this Note will accrue for each Payment Date from and including the 15th day of the preceding calendar month (or, for the initial interest accrual period, from and including the Closing Date) to but excluding the 15th day of the current calendar month. Interest will be computed on the basis of a 360-day year of twelve 30-day months. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. The principal of and interest on this Class C Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuing Entity Issuer with respect to this Class C Note shall be applied first to interest due and payable on this Class C Note as provided above and then to the unpaid principal of this Class C Note. Reference is made to the further provisions of this Class C Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Class C Note. Unless the certificate Class C Note of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Class C Note shall not be entitled to any benefit under the IndentureIndenture referred to on the reverse hereof, or be valid or obligatory for any purpose.
Appears in 1 contract
Signature Guaranteed. NOTICE: (To be completed if applicable) The signature undersigned hereby certifies that (I) the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement); (2) after due inquiry and to this assignment must correspond with the name best knowledge of the undersigned, it [] did [] did not acquire the Rights evidenced by this Right Certificate from any Person who is, was or subsequently became an Acquiring Person of an Affiliate or Associate thereof. ------------------------ Signature -------------------------------------------------------------------------------- NOTICE ------ In the event the certification set forth above in the Forms of Assignment and Election is not completed, the Company will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and, in the case of an Assignment, will affix a legend to that effect on any Right Certificates issued in exchange for this Rights Certificate. Exhibit C UNDER CERTAIN CIRCUMSTANCES. RIGHTS BENEFICIALLY OWNED BY AN ACQUIRING PERSON OR AN AFFILIATE OR ASSOCIATE THEREOF (AS SUCH TERMS ARE DEFINED IN THE RIGHTS AGREEMENT) AND ANY SUBSEQUENT HOLDER OF SUCH RIGHTS MAY BECOME NULL AND VOID. JOHN HANCOCK FINANCIAL SERVICES, INC. SXXXXRX XX XXGHTS TO PURCHASE PREFERRED STOCK The Board of Directors of John Hancock Financial Services, Inc. (the "Company") has authorizxx xhx xxxxxnce of one Preferred Share Purchase Right (a "Right") for each outstanding share of Common Stock, par value $0.01 per share, of the Company (the "Common Stock"). The following is a summary of the terms of the Rights. Each Right entitles the registered owner holder to purchase from the Company one one-thousandth of a share of Series A Junior Participating Preferred Stock, par value $0.01 per share, of the Company (the "Preferred Stock") at a price of $170.00 per one one-thousandth of a share of Preferred Stock, subject to adjustment (the "Purchase Price"). The description and terms of the Rights are set forth in a Rights Agreement, dated as of January 26, 2000 (the Rights Agreement, as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatever. Such signature must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation in STAMP or such other “signature guarantee program” as may be determined by the Note Registrar in addition toamended from time to time, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUING ENTITY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS 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. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. REGISTERED $__________ No.: ____ CUSIP No.: _____ WORLD OMNI AUTO RECEIVABLES TRUST 2019-C, a statutory trust organized and existing under the laws of the State of Delaware (herein is hereinafter referred to as the “Issuing Entity”"Rights Agreement") between the Company and EquiServe Trust Company, N.A. as Rights Agent (the "Rights Agent"), for value received, hereby promises to pay to Cede & Co., or registered assigns. Initially, the principal sum Rights will be attached to all Common Stock book-entries or certificates representing shares then outstanding, and no separate book-entries or certificates representing the Rights ("Right Certificates") will be distributed. The Rights will separate from the Common Stock and a "Distribution Date" will occur upon the earlier to occur of ___________ DOLLARS payable on each Payment Date in an amount equal to the result obtained by multiplying (i) ten days following the time (the "Stock Acquisition Time") of a fraction public announcement or notice to the numerator Company that a person or group of which is $______ affiliated or associated persons (an "Acquiring Person") acquired, or obtained the right to acquire, beneficial ownership of 10% or more of the outstanding Common Stock of the Company, other than as a result of an offer approved by the Board of Directors of the Company and the denominator of which is $80,300,000 by (ii) the aggregate amountten business days (or, if anydetermined by the Board of Directors, payable from a specified or unspecified later date) following the Note commencement or announcement of an intention to make a tender offer or exchange offer which, if successful, would cause the bidder to own 10% of more of the outstanding Common Stock. The Rights Agreement provides that, until the Distribution Account in respect Date, (i) the Rights will be transferred with and only with the Common Stock, (ii) new Common Stock certificates issued after January 26, 2000, upon transfer, new issuance or reissuance of principal the Common Stock, will contain a notation incorporating the Rights Agreement by reference and (iii) the surrender for transfer of any of the Common Stock book-entries or certificates outstanding will also constitute the transfer of the Rights associated with the shares of Common Stock represented by such certificate or book-entry. As soon as practicable following the Distribution Date, separate Right Certificates will be mailed to holders of record of the Common Stock as of the close of business on the Class A-4 Notes Distribution Date and such separate Right Certificates alone will evidence the Rights. Except in connection with issuance of Common Stock pursuant to Section 3.01 employee stock plans, options and certain convertible securities, and except as otherwise determined by the Board of Directors, only shares of Common Stock issued prior to the Distribution Date will be issued with Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on January 26, 2010, unless earlier redeemed or exchanged by the Company as described below. In the event that, after the Stock Acquisition Time, the Company is acquired in a merger or other business combination transaction (except certain transactions with a person who became an Acquiring Person as a result of a tender offer described in the next succeeding paragraph) or 50% or more of its assets, cash flow or earning power is sold, proper provision shall be made so that each holder of a Right shall thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the Indenture dated as of November 14, 2019 (the “Indenture”), between the Issuing Entity and MUFG Union Bank, N.A., as Indenture Trustee (the “Indenture Trustee”); provided, howeverRight, that number of shares of common stock of the entire unpaid principal amount acquiring company which at the time of this Note such transaction would have a market value (as defined in the Rights Agreement) of two times the Purchase Price of the Right. In the event that, after the Stock Acquisition Time, the Company were the surviving corporation of a merger and its Common Stock were changed or exchanged, proper provision shall be due made so that each holder of a Right will thereafter have the right to receive upon exercise that number of shares of Common Stock of the Company having a market value of two times the exercise price of the Right. In the event that a person or group becomes an Acquiring Person, each holder of a Right (other than the Acquiring Person) will thereafter have the right to receive upon exercise that number of shares of Common Stock (or, in certain circumstances, cash, a reduction in the Purchase Price, Preferred Stock, other equity securities of the Company, debt securities of the Company, other property or a combination thereof) having a market value (as defined in the Rights Agreement) of two times the Purchase Price of the Right. Notwithstanding any of the foregoing, following the occurrence of any of the events set forth in this paragraph, all Rights that are, or (under certain circumstances specified in the Rights Agreement) were, beneficially owned by any Acquiring Person (or an affiliate, associate or transferee thereof) will be null and void. A person will not be an Acquiring Person if the Board of Directors of the Company determines that such person or group became an Acquiring Person inadvertently and such person or group promptly divests itself of a sufficient number of shares of Common Stock so that such person or group is no longer an Acquiring Person. The Purchase Price payable, and the number of shares of Preferred Stock or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Stock, (ii) upon the grant to holders of Preferred Stock of certain rights or warrants to subscribe for Preferred Stock or convertible securities at less than the current market price of Preferred Stock or (iii) upon the distribution to holders of Preferred Stock of evidences of indebtedness or assets (excluding regular periodic cash dividends or dividends payable in Preferred Stock) or of subscription rights or warrants (other than those referred to above). The number of Rights and number of shares of Preferred Stock issuable upon the exercise of each Right are also subject to adjustment in the event of a stock split, combination or stock dividend on the Common Stock. With certain exceptions, no adjustment in the Purchase Price will be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional shares of Preferred Stock will be issued (other than fractions which are integral multiples of one one-thousandth of a share of Preferred Stock which may, upon the election of the Company, be evidenced by depositary receipts) and, in lieu thereof, an adjustment in cash will be made based on the market price of the Preferred Stock on the last trading date prior to the date of exercise. At any time prior to the earlier of the December 2025 Payment Stock Acquisition Time and the Expiration Date (as defined in the “Class A-4 Final Scheduled Payment Date”) Rights Agreement), the Board of Directors may redeem the Rights in whole, but not in part, at a price of $.00l per Right (the "Redemption Price"). Immediately upon the action of the Board of Directors ordering redemption of the Rights, the Rights will terminate and the Redemption Date, if any, pursuant to Section 10.01 only right of the Indentureholders of Rights will be to receive the $.001 Redemption Price. Generally, no payments At any time after a person becomes an Acquiring Person and prior to the acquisition by such Person of principal 50% or more of the Class A-4 Notes shall be made until outstanding shares of Common Stock, the Class A-1 Notes, Class A-2 Notes and Class A-3 Notes have been paid in full. Capitalized terms used but not defined herein are defined in Article I Board of Directors of the IndentureCompany may exchange the Rights (other than Rights beneficially owned by such Person which have become void), which also contains rules as in whole or part, at an exchange ratio of one share of Common Stock per Right (subject to construction that shall be applicable herein. BY ACQUIRING A CLASS A-4 NOTE, EACH INITIAL PURCHASER, TRANSFEREE AND OWNER OF A BENEFICIAL INTEREST IN SUCH NOTE WILL BE DEEMED TO REPRESENT THAT EITHER (1) IT IS NOT AND WILL NOT BE AND IS NOT ACTING ON BEHALF OF OR ACQUIRING THE NOTES WITH THE ASSETS OF ANY PERSON THAT IS OR WILL BE (i) AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) THAT IS SUBJECT TO TITLE I OF ERISA, (ii) A “PLAN” DESCRIBED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) THAT IS SUBJECT TO SECTION 4975 OF THE CODE, (iii) ANY ENTITY OR ACCOUNT WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” (WITHIN THE MEANING OF THE DEPARTMENT OF LABOR REGULATION LOCATED AT 29 C.F.R. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) OR (iv) ANY U.S. GOVERNMENTAL PLAN, NON-U.S. PLAN, CHURCH PLAN OR ANY OTHER EMPLOYEE BENEFIT PLAN, ACCOUNT OR ARRANGEMENT THAT IS SUBJECT TO ANY U.S. FEDERAL, STATE, LOCAL OR NON-U.S. LAW THAT IS SUBSTANTIALLY SIMILAR TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”) OR (2) ITS ACQUISITION AND HOLDING OF THE CLASS A-4 NOTES (OR ANY INTEREST THEREIN) WILL NOT GIVE RISE TO A NONEXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION OF SIMILAR LAWadjustment). The Issuing Entity will pay interest on this Note Company, at the rate per annum shown above on each Payment Date until the principal of this Note is paid or made available for paymentits option, on the principal amount of this Note outstanding on the preceding Payment Date may substitute one-thousandth (after giving effect to all payments of principal made on the preceding Payment Date), subject to certain limitations contained in the last sentence adjustment) of Section 3.01 a share of Preferred Stock (or other series of substantially similar preferred stock of the Indenture. Interest on this Note will accrue Company) for each Payment Date from and including the 15th day share of Common Stock to be exchanged. Each share of Preferred Stock purchasable upon exercise of the preceding calendar month (orRights will have a minimum preferential dividend of $10 per year, for the initial interest accrual period, from and including the Closing Date) to but excluding the 15th day of the current calendar month. Interest will be computed on the basis of a 360-day year of twelve 30-day months. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuing Entity with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note shall not be entitled to receive, in the aggregate, a dividend of 1000 times the dividend declared on the shares of Common Stock. In the event of liquidation, the holders of the shares of Preferred Stock will be entitled to receive a minimum liquidation payment of $l000 per share, but will be entitled to receive an aggregate liquidation payment equal to 1000 times the payment made per share of Common Stock. Each share of Preferred Stock will have one thousand votes, voting together with the shares of Common Stock. In the event of any benefit under merger, consolidation or other transaction in which shares of Common Stock are exchanged, each share of Preferred Stock will be entitled to receive 1000 times the Indentureamount and type of consideration received per share of Common Stock. The rights of the shares of Preferred Stock as to dividends and liquidation, or be valid or obligatory for any purposeand in the event of mergers and consolidations, are protected by anti-dilution provisions.
Appears in 1 contract
Samples: Rights Agreement (Hancock John Financial Services Inc)
Signature Guaranteed. NOTICETO BE COMPLETED BY A BROKER OR DEALER IF (c) ABOVE IS CHECKED: The signature to this assignment must correspond with the name undersigned represents and warrants that (i) it is a broker or dealer registered under Section 15 of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatever. Such signature must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation in STAMP or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended(ii) each person which will become a beneficial owner of this Security upon transfer is an institutional investor which is an "accredited investor" (within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act of 1933); (iii) no general solicitation or advertising was made or used by it in connection with the offer and sale of this Security to such person(s); and (iv) each such person has been notified that this Security has not been registered under the Securities Act of 1933 and is subject to the restrictions on transfer of the Security set forth herein and in the Fiscal Agency Agreement. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE Dated: By: IF NONE OF THE DEPOSITORY TRUST COMPANYFOREGOING BOXES IS CHECKED, A NEW YORK CORPORATION (“DTC”), THE FISCAL AGENT SHALL NOT BE OBLIGATED TO REGISTER THE ISSUING ENTITY OR ITS AGENT FOR REGISTRATION TRANSFER OF TRANSFER, EXCHANGE OR PAYMENT, THIS SECURITY UNLESS AND ANY NOTE ISSUED IS REGISTERED IN UNTIL THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR CONDITIONS TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THE PRINCIPAL SUCH TRANSFER OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS REGISTRATION SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOFHEREOF AND IN THE FISCAL AGENCY AGREEMENT SHALL HAVE BEEN SATISFIED. REGISTERED $__________ No.: ____ CUSIP No.: _____ WORLD OMNI AUTO RECEIVABLES TRUST 2019-C, a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuing Entity”), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of ___________ DOLLARS payable on each Payment Date in an amount equal to the result obtained by multiplying PAGE CONVERSION NOTICE If (i) a fraction the numerator Registered Security of which is denomination U.S. $______ and the denominator of which is $80,300,000 by 1,000 or (ii) the aggregate amount, if any, payable from the Note Distribution Account in respect Bearer Security of principal on the Class A-4 Notes pursuant to Section 3.01 of the Indenture dated as of November 14, 2019 (the “Indenture”), between the Issuing Entity and MUFG Union Bank, N.A., as Indenture Trustee (the “Indenture Trustee”); provided, however, that the entire unpaid principal amount denomination U.S. $1,000: The undersigned holder of this Note shall be due and payable on the earlier of the December 2025 Payment Date (the “Class A-4 Final Scheduled Payment Date”) and the Redemption Date, if any, pursuant to Section 10.01 of the Indenture. Generally, no payments of principal of the Class A-4 Notes shall be made until the Class A-1 Notes, Class A-2 Notes and Class A-3 Notes have been paid in full. Capitalized terms used but not defined herein are defined in Article I of the Indenture, which also contains rules as to construction that shall be applicable herein. BY ACQUIRING A CLASS A-4 NOTE, EACH INITIAL PURCHASER, TRANSFEREE AND OWNER OF A BENEFICIAL INTEREST IN SUCH NOTE WILL BE DEEMED TO REPRESENT THAT EITHER (1) IT IS NOT AND WILL NOT BE AND IS NOT ACTING ON BEHALF OF OR ACQUIRING THE NOTES WITH THE ASSETS OF ANY PERSON THAT IS OR WILL BE Security hereby (i) AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3irrevocably exercises the option to convert this Security into shares of Common Stock of Thermo Electron Corporation (the "Company") OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974in accordance with the terms of this Security, AS AMENDED (“ERISA”) THAT IS SUBJECT TO TITLE I OF ERISA, and (ii) A “PLAN” DESCRIBED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986directs that such shares be registered in the name of and delivered, AS AMENDED (THE “CODE”) THAT IS SUBJECT TO SECTION 4975 OF THE CODEtogether with a check in payment for any fractional share, (iii) ANY ENTITY OR ACCOUNT WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” (WITHIN THE MEANING OF THE DEPARTMENT OF LABOR REGULATION LOCATED AT 29 C.F.R. SECTION 2510.3-101to the undersigned unless a different name has been indicated below. If shares are to be registered in the name of a person other than the undersigned, AS MODIFIED BY SECTION 3(42) OF ERISA) OR (iv) ANY U.S. GOVERNMENTAL PLAN, NON-U.S. PLAN, CHURCH PLAN OR ANY OTHER EMPLOYEE BENEFIT PLAN, ACCOUNT OR ARRANGEMENT THAT IS SUBJECT TO ANY U.S. FEDERAL, STATE, LOCAL OR NON-U.S. LAW THAT IS SUBSTANTIALLY SIMILAR TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”) OR (2) ITS ACQUISITION AND HOLDING OF THE CLASS A-4 NOTES (OR ANY INTEREST THEREIN) WILL NOT GIVE RISE TO A NONEXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION OF SIMILAR LAW. The Issuing Entity the undersigned will pay interest on this Note at the rate per annum shown above on each Payment Date until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date), subject to certain limitations contained in the last sentence of Section 3.01 of the Indenture. Interest on this Note will accrue for each Payment Date from and including the 15th day of the preceding calendar month (or, for the initial interest accrual period, from and including the Closing Date) to but excluding the 15th day of the current calendar month. Interest will be computed on the basis of a 360-day year of twelve 30-day months. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. The principal of and interest on this Note are transfer taxes payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuing Entity with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Notethereto. Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture, or be valid or obligatory for any purpose.Dated:
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Signature Guaranteed. NOTICE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatever. Such signature Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements a member firm of a registered national securities exchange, a member of the Note RegistrarNational Association of Securities Dealers, which requirements include membership or participation in STAMP or such other “signature guarantee program” as may be determined by the Note Registrar in addition toInc., or a commercial bank or trust company having an office or correspondent in substitution forthe United States. ----------------------------------- Certificate The undersigned hereby certifies by checking the appropriate boxes that:
(1) the Rights evidenced by this Rights Certificate [ ] are [ ] are not being exercised by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate of any such Acquiring Person (as such terms are defined pursuant to the Rights Agreement); and
(2) after due inquiry and to the best knowledge of the undersigned, STAMPit [ ] did [ ] did not acquire the Rights evidenced by this Rights Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate of an Acquiring Person or any transferee of such Persons. Dated: , all in accordance with -------------- ----- ---------------------------------- Signature XXXXX XXXPANIES, INC. SUMMARY OF RIGHTS TO PURCHASE JUNIOR PREFERRED SHARES On January 12, 2001, the Securities Exchange Act Board of 1934Directors (the "Board") of Fritx Xxxpanies, as amended. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANYInc. (the "Company") adopted a Rights Agreement (the "Rights Agreement") and authorized and declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of Common Stock, A NEW YORK CORPORATION par value $.01 per share (“DTC”"Common Share"), TO THE ISSUING ENTITY OR ITS AGENT FOR REGISTRATION OF TRANSFERof the Company. The dividend is payable on January 29, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC 2001 to the stockholders of record on that date (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTCthe "Record Date"), 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. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. REGISTERED $__________ No.: ____ CUSIP No.: _____ WORLD OMNI AUTO RECEIVABLES TRUST 2019-C, a statutory trust organized and existing under with respect to Common Shares issued thereafter until the laws Distribution Date (as hereinafter defined) or the expiration or earlier redemption or exchange of the State Rights. Except as set forth below, each Right entitles the holder of Delaware record to purchase from the Company at any time after the Distribution Date one one-thousandth of a share of Junior Participating Preferred Stock, par value $.01 per share (herein the "Junior Preferred Shares"), at a price of $28.125 per one one-thousandth of a share, subject to adjustment (the "Purchase Price"). The description and terms of the Rights are set forth in the Rights Agreement. Initially, the Rights will be attached to all certificates representing Common Shares then outstanding, and no separate Rights Certificates will be distributed. The Rights will become exercisable and separate from the Common Shares upon the earlier to occur of (i) 10 days after the date (the "Stock Acquisition Date") of a public announcement that a Person or group of affiliated or associated Persons has acquired beneficial ownership of 15% or more of the voting power of the outstanding Common Shares (such Person or group being hereinafter referred to as the “Issuing Entity”an "Acquiring Person"), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of ___________ DOLLARS payable on each Payment Date in an amount equal to the result obtained by multiplying (i) a fraction the numerator of which is $______ and the denominator of which is $80,300,000 by (ii) 10 business days (or such later date as the aggregate amountBoard may determine) following the commencement of, if anyor announcement of an intention to make, payable from a tender offer or exchange offer the Note consummation of which would result in a Person or group becoming the beneficial owner of 15% or more of the voting power of the outstanding Common Shares (the earlier of such dates being called the "Distribution Account in respect Date"). Common Shares beneficially owned by the Company or any subsidiary of principal the Company will not be considered outstanding for purposes of calculating the percentage ownership of any Person. The Rights Agreement provides that, until the Distribution Date, the Rights will be transferred with, and only with, the Common Shares. Until the Distribution Date (or earlier redemption or expiration), new Common Share certificates issued after the Record Date upon transfer or new issuance of Common Shares will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates of Common Shares outstanding as of the Record Date, even without such notation, also will constitute the transfer of the Rights associated with the Common Shares represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights ("Rights Certificates") will be mailed to holders of record of the Common Shares as of the close of business on the Class A-4 Notes pursuant to Section 3.01 of Distribution Date, and such separate Rights Certificates alone will evidence the Indenture dated as of November 14, 2019 (Rights. The Rights are not exercisable until the “Indenture”), between the Issuing Entity and MUFG Union Bank, N.A., as Indenture Trustee (the “Indenture Trustee”); provided, however, that the entire unpaid principal amount of this Note shall be due and payable on Distribution Date. The Rights will expire at the earlier of the December 2025 Payment Date (the “Class A-4 Final Scheduled Payment Date”) and the Redemption Date, if any, pursuant to Section 10.01 of the Indenture. Generally, no payments of principal of the Class A-4 Notes shall be made until the Class A-1 Notes, Class A-2 Notes and Class A-3 Notes have been paid in full. Capitalized terms used but not defined herein are defined in Article I of the Indenture, which also contains rules as to construction that shall be applicable herein. BY ACQUIRING A CLASS A-4 NOTE, EACH INITIAL PURCHASER, TRANSFEREE AND OWNER OF A BENEFICIAL INTEREST IN SUCH NOTE WILL BE DEEMED TO REPRESENT THAT EITHER (1) IT IS NOT AND WILL NOT BE AND IS NOT ACTING ON BEHALF OF OR ACQUIRING THE NOTES WITH THE ASSETS OF ANY PERSON THAT IS OR WILL BE (i) AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) THAT IS SUBJECT TO TITLE I OF ERISA, (ii) A “PLAN” DESCRIBED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) THAT IS SUBJECT TO SECTION 4975 OF THE CODE, (iii) ANY ENTITY OR ACCOUNT WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” (WITHIN THE MEANING OF THE DEPARTMENT OF LABOR REGULATION LOCATED AT 29 C.F.R. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) OR (iv) ANY U.S. GOVERNMENTAL PLAN, NON-U.S. PLAN, CHURCH PLAN OR ANY OTHER EMPLOYEE BENEFIT PLAN, ACCOUNT OR ARRANGEMENT THAT IS SUBJECT TO ANY U.S. FEDERAL, STATE, LOCAL OR NON-U.S. LAW THAT IS SUBSTANTIALLY SIMILAR TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”) OR (2) ITS ACQUISITION AND HOLDING OF THE CLASS A-4 NOTES (OR ANY INTEREST THEREIN) WILL NOT GIVE RISE TO A NONEXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION OF SIMILAR LAW. The Issuing Entity will pay interest on this Note at the rate per annum shown above on each Payment Date until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date), subject to certain limitations contained in the last sentence of Section 3.01 of the Indenture. Interest on this Note will accrue for each Payment Date from and including the 15th day of the preceding calendar month (or, for the initial interest accrual period, from and including the Closing Date) to but excluding the 15th day of the current calendar month. Interest will be computed on the basis of a 360-day year of twelve 30-day months. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuing Entity with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture, or be valid or obligatory for any purpose.close of
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Signature Guaranteed. NOTICEEXHIBIT B --------- [Attached] [DELETE THIS EXHIBIT IF WARRANT CERTIFICATES IN ONLY REGISTERED FORM ARE TO BE ISSUED] [FORM OF GLOBAL WARRANT CERTIFICATE IN BEARER FORM] [Face of Global Warrant Certificate] [[1: The signature The] [2: Prior to , the ] beneficial ownership of any Warrants evidenced by this assignment must correspond Global Warrant Certificate may be transferred only together with the beneficial ownership of the Temporary Global Security referred to herein to which this Global Warrant Certificate was initially attached.] EXERCISABLE ONLY IF COUNTERSIGNED BY THE WARRANT AGENT AS PROVIDED HEREIN FORTUNE BRANDS, INC. GLOBAL WARRANT CERTIFICATE REPRESENTING _________ WARRANTS TO PURCHASE OF UP TO ________ PRINCIPAL AMOUNT OF [Title of Warrant Securities] VOID AFTER [TIME], ON , 19 . This Global Warrant Certificate evidences warrants (the "Warrants") representing the right to purchase, subject to the terms and conditions hereof and of the Debt Warrant Agreement referred to below, at any time [after [time] on l9 , and] on or before the [time] in [location] on , 19 , up to aggregate principal amount of [Title of Warrant Securities] (the "Warrant Securities") of Fortune Brands, Inc. (the "Company") issued and to be issued under the Indenture (as hereinafter defined), on the following basis: on , 19 the exercise price of each Warrant will be ; during the period from , 19 through and including , 19 , the exercise price of each Warrant will be plus [accrued amortization of the original issue discount] [accrued interest] from , 19 ; on , 19 the exercise price of each Warrant will be ; during the period from , 19 through and including , 19 , the exercise price of each Warrant will be plus [accrued amortization of the original issue discount] [accrued interest] from , 19 [; in each case, the original issue discount will be amortized at a % annual rate, computed on an annual basis using the "interest" method and using a 360-day year consisting of twelve 30-day months] (the "Warrant Price"). [The original issue discount for each principal amount of Warrant Securities is .] Beneficial owners of Warrants represented by this Global Warrant Certificate may cause such Warrants to be exercised only by transmitting by tested telex or by delivering or causing to be delivered to Xxxxxx Guaranty Trust Company of New York, Brussels office (or any successor), as operator of the Euro-clear System (the "Euro-clear Operator"), in Brussels, Belgium, or to Centrale de Livraison de Valeurs Mobilieres S.A. ("CEDEL") in Luxembourg, a warrant exercise notice, substantially in the form attached as Exhibit D to the Debt Warrant Agreement referred to below (the "Warrant Exercise Notice"), copies of which will be available from the Euro-clear Operator or CEDEL or from [name of Warrant Agent], or its successor as warrant agent (the registered owner "Warrant Agent") under the Debt Warrant Agreement (the "Debt Warrant Agreement") dated as it appears of , 19 between the Company and the Warrant Agent. The Warrant Exercise Notice shall specify, among other things, the aggregate principal amount of Warrant Securities to be purchased on exercise of the Warrants, the account number or numbers on the face records of the within Note Euro-clear Operator or CEDEL to which the Warrants being exercised [2: and, if prior to , 19 , the Offered Securities (as defined below)] to which such Warrants are attached are credited, the account number to be debited for the Warrant Price of each Warrant being exercised (plus accrued interest, if any, on the Warrant Securities to be issued upon exercise of such Warrant from and including the Interest Payment Date (as defined in every particularthe Indenture), without alterationif any, enlargement in respect of such Warrant Securities immediately preceding the Exercise Date to and including the Exercise Date (unless the Exercise Date is after the Regular Record Date (as defined in the Indenture), if any, for such Interest Payment Date, but on or any change whateverbefore the immediately succeeding Interest Payment Date for such Warrant Securities, in which event no such accrued interest shall be payable in respect of Warrant Securities to be issued in registered form)), the account number to which the Warrant Securities issued on exercise of the Warrants are to be credited and the form in which Warrant Securities are to be issued. Such signature A Warrant Exercise Notice must be guaranteed received by the Euro-clear Operator or CEDEL prior to [time] (Brussels or Luxembourg time, as the case may be) on the business day next preceding the Exercise Date (as defined in such Warrant Exercise Notice). The delivery to the Euro-clear Operator or CEDEL, as the case may be, of a Warrant Exercise Notice shall constitute an “eligible guarantor institution” meeting irrevocable election to purchase the requirements aggregate principal amount of Warrant Securities specified therein. Any whole number of Warrants evidenced by this Global Warrant Certificate may be exercised to purchase Warrant Securities in bearer or registered form in denominations of [ or ], in the case of Warrant Securities in bearer form, and of and any integral multiple thereof, in the case of Warrant Securities in registered form; provided, however, that no -------- ------- Warrant Security in bearer form shall be mailed or otherwise delivered to any location in the United States of America, its territories or possessions or areas subject to its jurisdiction or the Commonwealth of Puerto Rico (the "United States"). The Warrants evidenced by this Global Warrant Certificate, this Global Warrant Certificate and the rights evidenced hereby may be cancelled in the manner and under the circumstances described in the Debt Warrant Agreement. Notice of cancellation of the Note RegistrarWarrants evidenced by this Global Warrant Certificate, which requirements include membership or participation this Global Warrant Certificate and the rights evidenced hereby shall be given by publication in STAMP or such other “signature guarantee program” as may be determined by the Note Registrar manner described in addition to, or in substitution for, STAMP, all the Debt Warrant Agreement. This Global Warrant Certificate is issued under and in accordance with the Debt Warrant Agreement between the Company and the Warrant Agent and is subject to the terms and provisions contained in the Debt Warrant Agreement, to all of which terms and provisions the holder hereof consents by acceptance hereof. Copies of the Debt Warrant Agreement are on file at the above-mentioned office of the Warrant Agent [and at ]. The Warrant Securities Exchange Act to be issued and delivered upon the exercise of 1934the Warrants evidenced by this Global Warrant Certificate will be issued under and in accordance with an Indenture dated as of [ ], 1999, as amended. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION amended (“DTC”the "Indenture"), TO THE ISSUING ENTITY OR ITS AGENT FOR REGISTRATION OF TRANSFERbetween the Company and [The Chase Manhattan Bank], EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC as Trustee (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTCthe "Trustee"), ANY TRANSFERand will be subject to the terms and provisions contained in the Indenture. Copies of the Indenture and the form of the Warrant Securities are on file at the corporate trust office of the Trustee [and at ]. [1: The] [2: Prior to , PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF19 , CEDE & CO.the] beneficial ownership of any Warrants evidenced by this Global Warrant Certificate may be transferred only together with the beneficial ownership of the Temporary Global Security (as defined in the Debt Warrant Agreement) evidencing the [Title of Offered Securities] (the "Offered Securities") to which this Global Warrant Certificate was initially attached, HAS AN INTEREST HEREINand only for the purpose of effecting, or in conjunction with, a transfer of such Temporary Global Security. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREINAfter such date, the Global Warrant Certificate, and all rights hereunder, may be transferred by delivery, and the Company and the Warrant Agent may treat the holder hereof as the owner for all purposes. ACCORDINGLYThe Global Warrant Certificate shall not entitle the Holder hereof to any of the rights of a holder of the Warrant Securities, THE OUTSTANDING AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOFincluding, without limitation, the right to receive payments of principal of, premium, if any, or interest, if any, on the Warrant Securities or to enforce any of the covenants of the Indenture. REGISTERED $This Global Warrant Certificate shall not be valid or obligatory for any purpose until countersigned by the Warrant Agent. Dated as of , 19 . FORTUNE BRANDS, INC. By_____________________________ No.Name: ____ CUSIP No.Title: Attest: __________________________ WORLD OMNI AUTO RECEIVABLES TRUST 2019Countersigned: __________________________ As Warrant Agent By________________________ Authorized Signature Schedule A (additional continuation sheets may be attached if required) Exercises of Warrants The following exercises of a portion of this Global Warrant Certificate for Warrant Securities have been made: Number of Warrants Remaining Number of Date of Exercised Warrants Following Notation Exercise for Warrant Securities Such Exercise Made By: -------- ---------------------- ------------------- -------- Number of Warrants Remaining Number of Date of Exercised Warrants Following Notation Exercise for Warrant Securities Such Exercise Made By: -------- ---------------------- ------------------- -------- Exhibit C --------- [Attached] [DELETE THIS EXHIBIT IF WARRANT CERTIFICATES IN ONLY REGISTERED FORM ARE TO BE ISSUED] [FORM OF CERTIFICATE TO BE DELIVERED TO WARRANT AGENT BY THE EURO-CCLEAR OPERATOR OR CEDEL] FORTUNE BRANDS, a statutory trust organized and existing under INC. Warrants (the laws "Warrants") to Purchase [Title of the State Warrant Securities] [Name of Delaware (herein referred Warrant Agent] [Address] Dear Sirs: The undersigned hereby irrevocably elects to exercise __________________ Warrants to purchase as the “Issuing Entity”), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of ___________ DOLLARS payable on each Payment Date in an amount equal to the result obtained by multiplying (i) a fraction the numerator of which is $___________ and the denominator of which is $80,300,000 by (ii) the aggregate amount, if any, payable from the Note Distribution Account in respect of principal on the Class A-4 Notes pursuant to Section 3.01 of the Indenture dated as of November 14, 2019 (the “Indenture”), between the Issuing Entity and MUFG Union Bank, N.A., as Indenture Trustee (the “Indenture Trustee”); provided, however, that the entire unpaid "Exercise Date") ______ principal amount of this Note shall be due and payable on the earlier [Title of the December 2025 Payment Date Warrant Securities] (the “Class A-4 Final Scheduled Payment Date”"Warrant Securities") of Fortune Brands, Inc. and the Redemption Date, if any, pursuant to Section 10.01 of the Indenture. Generally, no payments of principal of the Class A-4 Notes shall be made until the Class A-1 Notes, Class A-2 Notes and Class A-3 Notes have been paid represents that it has tendered payment for such Warrant Securities [in full. Capitalized terms used but not defined herein are defined in Article I of the Indenture, which also contains rules as to construction that shall be applicable herein. BY ACQUIRING A CLASS A-4 NOTE, EACH INITIAL PURCHASER, TRANSFEREE AND OWNER OF A BENEFICIAL INTEREST IN SUCH NOTE WILL BE DEEMED TO REPRESENT THAT EITHER (1) IT IS NOT AND WILL NOT BE AND IS NOT ACTING ON BEHALF OF OR ACQUIRING THE NOTES WITH THE ASSETS OF ANY PERSON THAT IS OR WILL BE (i) AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) THAT IS SUBJECT TO TITLE I OF ERISA, (ii) A “PLAN” DESCRIBED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) THAT IS SUBJECT TO SECTION 4975 OF THE CODE, (iii) ANY ENTITY OR ACCOUNT WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” (WITHIN THE MEANING OF THE DEPARTMENT OF LABOR REGULATION LOCATED AT 29 C.F.R. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) OR (iv) ANY U.S. GOVERNMENTAL PLAN, NON-U.S. PLAN, CHURCH PLAN OR ANY OTHER EMPLOYEE BENEFIT PLAN, ACCOUNT OR ARRANGEMENT THAT IS SUBJECT TO ANY U.S. FEDERAL, STATE, LOCAL OR NON-U.S. LAW THAT IS SUBSTANTIALLY SIMILAR TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”) OR (2) ITS ACQUISITION AND HOLDING OF THE CLASS A-4 NOTES (OR ANY INTEREST THEREIN) WILL NOT GIVE RISE TO A NONEXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION OF SIMILAR LAW. The Issuing Entity will pay interest on this Note at the rate per annum shown above on each Payment Date until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date), subject to certain limitations contained in the last sentence of Section 3.01 of the Indenture. Interest on this Note will accrue for each Payment Date from and including the 15th day of the preceding calendar month (or, for the initial interest accrual period, from and including the Closing Date) to but excluding the 15th day of the current calendar month. Interest will be computed on the basis of a 360-day year of twelve 30-day months. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. The principal of and interest on this Note are payable in such coin or currency lawful money of the United States of America America] [in applicable currency] [in cash] [by certified check or official bank check or by bank wire transfer, in each case,] [by bank wire transfer] [in immediately available funds] to the order of Fortune Brands, Inc., c/o [insert name and address of Warrant Agent], in the amount of ______ in accordance with the terms hereof and the Debt Warrant Agreement dated as at of , 19__ between Fortune Brands, Inc. and you (the time "Debt Warrant Agreement"). In connection with the Undersigned's request that you deliver to us any Warrant Securities in bearer form, the undersigned hereby certifies that as of payment the date hereof, and except as set forth below, the Warrant Securities in bearer form which are to be delivered to the Common Depositary referred to below for our account (i) are being acquired by a person that is legal tender not a citizen or resident of the United States, a domestic partnership, a domestic corporation or an estate or trust the income of which is subject to United States Federal income taxation regardless of its source (a "United States person"), (ii) are being acquired by a United States person that is (A) the foreign branch of a United States financial institution (as defined in U.S. Treasury Regulations Section l.165-12(c)(l)(v)(a "financial institution"), purchasing for payment its own account or for resale, or (B) a United States person acquiring the Warrant Securities through the foreign branch of public a financial institution on the date hereof (and private debtsin either case (A) or (B), the financial institution hereby agrees to comply with the requirements of Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code of 1986, as amended, and the regulations thereunder), or (iii) are being acquired by a financial institution for purposes of resale during the restricted period (as defined in U.S. Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)), and such financial institution is not acquiring the Warrant Securities for purposes of resale directly or indirectly to a United States person or to a person within the United States or its possessions. All payments As a clearing organization within the meaning of Section 1.163- 5(c)(2)(i)(D)(8) of the regulations promulgated under the Internal Revenue Code of 1986, as amended, the undersigned further certifies that (a) the above certification is based solely on statements received from member organizations appearing in our records (our "Account Holders") in certificates in the form set forth in Exhibit D to the Debt Warrant Agreement and (b) as of the date hereof we have not received any notification from any of our Account Holders to the effect that the statements made by the Issuing Entity with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture, or be valid or obligatory for any purposesuch Account Holders in such certificates are no longer true.
Appears in 1 contract
Signature Guaranteed. NOTICE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatever. Such signature must be guaranteed by an “eligible guarantor institution” meeting the requirements a commercial bank or trust company or by a member firm of the Note RegistrarNew York Stock Exchange or another national certificates exchange. Notarized or witnessed signatures are not acceptable. DISTRIBUTION INSTRUCTIONS The assignee should include the following for purposes of distribution: Distribution shall be made, which requirements include membership by wire transfer or participation otherwise, in STAMP or such other “signature guarantee program” as may be determined by the Note Registrar in addition toimmediately available funds, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUING ENTITY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS 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. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. REGISTERED $to __________ No.: ____ CUSIP No.: _____ WORLD OMNI AUTO RECEIVABLES TRUST 2019-C, a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuing Entity”)______________, for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum account of ___________ DOLLARS payable on each Payment Date in an amount equal to the result obtained by multiplying (i) a fraction the numerator of which is $______ ______, account number _________________, or if mailed by check to ______________________________. Applicable reports and statements should be mailed to __________________________. This information is provided by ____________________________, the denominator of which is $80,300,000 by (ii) the aggregate amountassignee named above, if any, payable from the Note Distribution Account in respect of principal on the Class A-4 Notes pursuant to Section 3.01 of the Indenture dated as of November 14, 2019 (the “Indenture”), between the Issuing Entity and MUFG Union Bank, N.A.or _______________, as Indenture Trustee (the “Indenture Trustee”); providedagent. EXHIBIT B6 FORM OF CLASS B6 CERTIFICATE GS MORTGAGE SECURITIES CORP., howeverDEPOSITOR MORTGAGE PASS-THROUGH CERTIFICATES, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of the December 2025 Payment Date (the “Class A-4 Final Scheduled Payment Date”) and the Redemption Date, if any, pursuant to Section 10.01 of the Indenture. Generally, no payments of principal of the Class A-4 Notes shall be made until the Class A-1 Notes, Class A-2 Notes and Class A-3 Notes have been paid in full. Capitalized terms used but not defined herein are defined in Article I of the Indenture, which also contains rules as to construction that shall be applicable herein. BY ACQUIRING A SERIES 2004-4 CLASS A-4 NOTE, EACH INITIAL PURCHASER, TRANSFEREE AND OWNER OF A BENEFICIAL INTEREST IN SUCH NOTE WILL BE DEEMED TO REPRESENT THAT EITHER (1) IT IS B6 CERTIFICATE THE CERTIFICATE EVIDENCED HEREBY HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED, SOLD, PLEDGED, OR OTHERWISE TRANSFERRED EXCEPT (A)(1) TO A BUYER THAT THE SELLER OF SUCH CERTIFICATE REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION. THIS CERTIFICATE MAY NOT BE PURCHASED BY A TRANSFEREE THAT IS OR IS ACTING ON BEHALF OF OR ACQUIRING THE NOTES WITH INVESTING THE ASSETS OF ANY PERSON THAT IS OR WILL BE (iA) AN “EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT ACCOUNT OR A KEOGH PLAN” AS DEFINED IN SECTION 3(3) OF , WHICH IS SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT SECURIXX XXT OF 1974, AS AMENDED (“"ERISA”) THAT IS SUBJECT TO TITLE I OF ERISA"), (ii) A “PLAN” DESCRIBED IN SECTION 4975(e)(1) 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “"CODE”") (EACH, A "PLAN"), OR A GOVERNMENTAL PLAN AS DEFINED IN SECTION 3(32) OF ERISA THAT IS SUBJECT TO ANY ESSENTIALLY SIMILAR FEDERAL, STATE OR LOCAL LAW (A "SIMILAR LAW"), OTHER THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER CIRCUMSTANCES WHEREBY SUCH PURCHASE AND THE SUBSEQUENT HOLDING OF SUCH CERTIFICATE BY SUCH INSURANCE COMPANY WOULD NOT CONSTITUTE OR RESULT IN A PROHIBITED TRANSACTION WITHIN THE MEANING OF SECTION 406 OR 407 OF ERISA, SECTION 4975 OF THE CODE, (iii) OR A MATERIALLY SIMILAR CHARACTERIZATION UNDER ANY ENTITY OR ACCOUNT WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” (WITHIN SIMILAR LAW. THIS CLASS B6 CERTIFICATE IS SUBORDINATED TO THE MEANING EXTENT DESCRIBED HEREIN AND IN THE TRUST AGREEMENT REFERENCED HEREIN. THIS CLASS B6 CERTIFICATE REPRESENTS A REMIC REGULAR INTEREST FOR FEDERAL INCOME TAX PURPOSES. THE PRINCIPAL OF THE DEPARTMENT OF LABOR REGULATION LOCATED AT 29 C.F.R. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) OR (iv) ANY U.S. GOVERNMENTAL PLAN, NON-U.S. PLAN, CHURCH PLAN OR ANY OTHER EMPLOYEE BENEFIT PLAN, ACCOUNT OR ARRANGEMENT THAT THIS CLASS B6 CERTIFICATE IS SUBJECT TO ANY U.S. FEDERALPREPAYMENT FROM TIME TO TIME WITHOUT SURRENDER OF OR NOTATION ON THIS CERTIFICATE. ACCORDINGLY, STATE, LOCAL OR NON-U.S. LAW THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT IS SUBSTANTIALLY SIMILAR TO TITLE I OF ERISA OR SECTION 4975 SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE CODE (“SIMILAR LAW”SECURITIES ADMINISTRATOR. GS MORTGAGE SECURITIES CORP., DEPOSITOR MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-4 CLASS B6 CERTIFICATE INITIAL CERTIFICATE RATE APPROXIMATE INITIAL CERTIFICATE PER ANNUM: 6.7855%(1) OR (2) ITS ACQUISITION AND HOLDING PRINCIPAL BALANCE OF THE CLASS A-4 NOTES (OR ANY INTEREST THEREIN) WILL NOT GIVE RISE TO A NONEXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 B6 CERTIFICATES: $181,353 PERCENTAGE INTEREST: 100% MINIMUM DENOMINATION: $250,000 AND $1 IN EXCESS OF ERISA OR SECTION 4975 $250,000 DATE OF THE CODE OR A VIOLATION TRUST APPROXIMATE AGGREGATE SCHEDULED AGREEMENT: PRINCIPAL BALANCE AS OF SIMILAR LAW. The Issuing Entity will pay interest on this Note at the rate per annum shown above on each Payment Date until the principal of this Note is paid or made available for paymentTHE CUT-OFF DATE FEBRUARY 1, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date)2004 OF THE MORTGAGE LOANS HELD BY THE TRUST: $361,057,454 CLOSING DATE: MASTER SERVICER: FEBRUARY 27, subject to certain limitations contained in the last sentence of Section 3.01 of the Indenture. Interest on this Note will accrue for each Payment Date from and including the 15th day of the preceding calendar month (or2004 CHASE MANHATTAN MORTGAGE CORPORATION FIRST DISTRIBUTION DATE: MARCH 25, for the initial interest accrual period2004 FINAL SCHEDULED TRUSTEE: WACHOVIA BANK, from and including the Closing Date) to but excluding the 15th day of the current calendar month. Interest will be computed on the basis of a 360-day year of twelve 30-day months. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuing Entity with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. Reference is made to the further provisions of this Note set forth on the reverse hereofNATIONAL DISTRIBUTION DATE: ASSOCIATION APRIL 25, which shall have the same effect as though fully set forth on the face of this Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture, or be valid or obligatory for any purpose.2032 CUSTODIAN: JPMORGAN CHASE BANK SECURITIES ADMINISTRATOR: JPMORGAN CHASE BANK
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Samples: Master Servicing and Trust Agreement (Gs Mortgage Securities Corp Mor Pasthr Cert Ser 2004-4)
Signature Guaranteed. NOTICE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatever. Such signature must be guaranteed by an “"eligible guarantor institution” " meeting the requirements of the Note Registrar, which requirements include membership or participation in STAMP or such other “"signature guarantee program” " as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. XXXXXXX X-0 [FORM OF CLASS A-3 NOTE] UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“"DTC”"), TO THE ISSUING ENTITY ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS 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. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. REGISTERED $________232,000,000 No.:__ CUSIP NO.: 00000XXX0 ISIN No.: ____ CUSIP US98152DAS09 CINS No.: _____ ............ WORLD OMNI AUTO RECEIVABLES TRUST 20192002-CA CLASS A-3 3.40% ASSET-BACKED NOTES WORLD OMNI AUTO RECEIVABLES TRUST 2002-A, a statutory business trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuing Entity”"Issuer"), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of ___________ TWO HUNDRED THIRTY-TWO MILLION DOLLARS payable on each Payment Date in an amount equal to the result obtained by multiplying (i) a fraction the numerator of which is $______ 232,000,000 and the denominator of which is $80,300,000 232,000,000 by (ii) the aggregate amount, if any, payable from the Note Distribution Account in respect of principal on the Class A-4 A-3 Notes pursuant to Section 3.01 of the Indenture dated as of November 14July 10, 2019 2002 (the “"Indenture”"), between the Issuing Entity Issuer and MUFG Union BankThe Bank of New York, N.A.a New York banking corporation, as Indenture Trustee (the “"Indenture Trustee”"); provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of the December 2025 July 2006 Payment Date (the “"Class A-4 A-3 Final Scheduled Payment Date”") and the Redemption Date, if any, pursuant to Section 10.01 of the Indenture. Generally, no payments of principal of the Class A-4 A-3 Notes shall be made until the Class A-1 Notes, and Class A-2 Notes and Class A-3 Notes have been paid in full. Capitalized terms used but not defined herein are defined in Article I of the Indenture, which also contains rules as to construction that shall be applicable herein. BY ACQUIRING A CLASS A-4 NOTE, EACH INITIAL PURCHASER, TRANSFEREE AND OWNER OF A BENEFICIAL INTEREST IN SUCH NOTE WILL BE DEEMED TO REPRESENT THAT EITHER (1) IT IS NOT AND WILL NOT BE AND IS NOT ACTING ON BEHALF OF OR ACQUIRING THE NOTES WITH THE ASSETS OF ANY PERSON THAT IS OR WILL BE (i) AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) THAT IS SUBJECT TO TITLE I OF ERISA, (ii) A “PLAN” DESCRIBED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) THAT IS SUBJECT TO SECTION 4975 OF THE CODE, (iii) ANY ENTITY OR ACCOUNT WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” (WITHIN THE MEANING OF THE DEPARTMENT OF LABOR REGULATION LOCATED AT 29 C.F.R. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) OR (iv) ANY U.S. GOVERNMENTAL PLAN, NON-U.S. PLAN, CHURCH PLAN OR ANY OTHER EMPLOYEE BENEFIT PLAN, ACCOUNT OR ARRANGEMENT THAT IS SUBJECT TO ANY U.S. FEDERAL, STATE, LOCAL OR NON-U.S. LAW THAT IS SUBSTANTIALLY SIMILAR TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”) OR (2) ITS ACQUISITION AND HOLDING OF THE CLASS A-4 NOTES (OR ANY INTEREST THEREIN) WILL NOT GIVE RISE TO A NONEXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION OF SIMILAR LAW. The Issuing Entity Issuer will pay interest on this Note at the rate per annum shown above on each Payment Date until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date), subject to certain limitations contained in the last sentence of Section 3.01 of the Indenture. Interest on this Note will accrue for each Payment Date from and including the 15th day most recent Payment Date on which interest has been paid (in the case of the preceding calendar month (or, for the initial interest accrual periodfirst Payment Date, from and including the Closing Date) to but excluding the 15th day of the such current calendar monthPayment Date. Interest will be computed on the basis of a 360-day year of twelve 30-day months. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuing Entity Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture, or be valid or obligatory for any purpose.
Appears in 1 contract
Signature Guaranteed. NOTICEParticipant in a Recognized Signature Guarantee Medallion Program By: The signature ------------------------------------- Authorized Signatory GUARANTEE Subject to the limitations set forth in the Indenture, the Guarantors (as defined in the Indenture referred to in this assignment must correspond with Security and each hereinafter referred to as a "GUARANTOR," which term includes any successor or additional Guarantor under the name Indenture) have jointly and severally, irrevocably and unconditionally guaranteed (a) the due and punctual payment of the registered owner as it appears principal (and premium, if any) of and interest (including contingent interest, if any, and Liquidated Damages, if any), on the face Securities, whether at Stated Maturity, by acceleration, call for redemption, upon a Purchase Notice, a Change in Control Offer, purchase or otherwise, (b) the due and punctual payment of interest on the overdue principal of and interest (including contingent interest), on the Securities to the extent lawful, (c) the due and punctual performance of all other Obligations of the within Note Company and the Guarantors to the Holders under the Indenture and the Securities and (d) in every particular, without alteration, enlargement case of any extension of time of payment or renewal of any Securities or any change whatever. Such signature must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation in STAMP or such other “signature guarantee program” as may Obligations, the same will be determined by the Note Registrar promptly paid in addition to, full when due or in substitution for, STAMP, all performed in accordance with the Securities Exchange Act terms of 1934the extension or renewal, as amended. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANYwhether at Stated Maturity, A NEW YORK CORPORATION (“DTC”)by acceleration, TO THE ISSUING ENTITY OR ITS AGENT FOR REGISTRATION OF TRANSFERcall for redemption, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS 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. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. REGISTERED $__________ No.: ____ CUSIP No.: _____ WORLD OMNI AUTO RECEIVABLES TRUST 2019-Cupon a Purchase Notice, a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuing Entity”)Change in Control Offer, for value received, hereby promises to pay to Cede & Co., purchase or registered assigns, the principal sum of ___________ DOLLARS payable otherwise. Payment on each Payment Date in an amount equal to Security is guaranteed, jointly and severally, by the result obtained by multiplying (i) a fraction the numerator of which is $______ and the denominator of which is $80,300,000 by (ii) the aggregate amount, if any, payable from the Note Distribution Account in respect of principal on the Class A-4 Notes Guarantors pursuant to Section 3.01 Article 11 of the Indenture dated as of November 14, 2019 (and reference is made to such Indenture for the “Indenture”), between the Issuing Entity and MUFG Union Bank, N.A., as Indenture Trustee (the “Indenture Trustee”); provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier precise terms of the December 2025 Payment Date (the “Class A-4 Final Scheduled Payment Date”) and the Redemption Date, if any, pursuant to Section 10.01 of the Indenture. Generally, no payments of principal of the Class A-4 Notes shall be made until the Class A-1 Notes, Class A-2 Notes and Class A-3 Notes have been paid in full. Capitalized terms used but not defined herein are defined in Article I of the Indenture, which also contains rules as to construction that shall be applicable herein. BY ACQUIRING A CLASS A-4 NOTE, EACH INITIAL PURCHASER, TRANSFEREE AND OWNER OF A BENEFICIAL INTEREST IN SUCH NOTE WILL BE DEEMED TO REPRESENT THAT EITHER (1) IT IS NOT AND WILL NOT BE AND IS NOT ACTING ON BEHALF OF OR ACQUIRING THE NOTES WITH THE ASSETS OF ANY PERSON THAT IS OR WILL BE (i) AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) THAT IS SUBJECT TO TITLE I OF ERISA, (ii) A “PLAN” DESCRIBED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) THAT IS SUBJECT TO SECTION 4975 OF THE CODE, (iii) ANY ENTITY OR ACCOUNT WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” (WITHIN THE MEANING OF THE DEPARTMENT OF LABOR REGULATION LOCATED AT 29 C.F.R. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) OR (iv) ANY U.S. GOVERNMENTAL PLAN, NON-U.S. PLAN, CHURCH PLAN OR ANY OTHER EMPLOYEE BENEFIT PLAN, ACCOUNT OR ARRANGEMENT THAT IS SUBJECT TO ANY U.S. FEDERAL, STATE, LOCAL OR NON-U.S. LAW THAT IS SUBSTANTIALLY SIMILAR TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”) OR (2) ITS ACQUISITION AND HOLDING OF THE CLASS A-4 NOTES (OR ANY INTEREST THEREIN) WILL NOT GIVE RISE TO A NONEXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION OF SIMILAR LAWGuarantees. The Issuing Entity will pay interest on this Note at Obligations of each Guarantor are limited to the rate per annum shown above on each Payment Date until the principal of this Note is paid or made available for paymentmaximum amount as will, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to such maximum amount and all payments other contingent and fixed liabilities of principal made on the preceding Payment Date)such Guarantor, subject and after giving effect to certain limitations contained in the last sentence of Section 3.01 of the Indenture. Interest on this Note will accrue for each Payment Date any collections from and including the 15th day of the preceding calendar month (or, for the initial interest accrual period, from and including the Closing Date) to but excluding the 15th day of the current calendar month. Interest will be computed on the basis of a 360-day year of twelve 30-day months. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by or on behalf of any other Guarantor in respect of the Issuing Entity with respect Obligations of such other Guarantor under its Guarantee or pursuant to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit its contribution Obligations under the Indenture, result in the Obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under any applicable federal or state law or not otherwise being void, voidable or unenforceable under any applicable bankruptcy, reorganization, receivership, liquidation or other similar legislation or legal principles under any applicable federal or foreign law. Each Guarantor that makes a payment or distribution under a Guarantee shall be valid entitled to a contribution from each other Guarantor in a pro rata amount based on the Adjusted Net Assets of each Guarantor. Guarantors may be released from their Guarantees upon the terms and subject to the conditions provided in the Indenture. The Guarantee shall be binding upon each Guarantor and its successors and assigns and shall insure to the benefit of the Trustee and the Holders and, in the event of any transfer or obligatory for assignment of rights by any purpose.Holder or the Trustee, the rights and privileges herein conferred upon that party shall automatically extend to and be vested in such transferee or assignee, all subject to the terms and conditions in the Indenture. YELLOW DOT COM SUBSIDIARY, INC. MERIDIAN IQ, LLC YELLOW GLOBAL, LLC XXXXX.XXX LINES, INC. MEGASYS, INC. YELLOW TRANSPORTATION, INC. MISSION SUPPLY CO. YELLOW TECHNOLOGIES, INC. YELLOW REDEVELOPMENT CORP. YELLOW RELOCATION SERVICES, INC. By: --------------------------------- Name: Title: SCHEDULE I YELLOW CORPORATION
Appears in 1 contract
Samples: Indenture (Yellow Corp)
Signature Guaranteed. NOTICE2 NOTE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whateverwhatsoever. Such signature must be guaranteed by an “eligible guarantor institution” meeting the requirements Table of the Note Registrar, which requirements include membership or participation in STAMP or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. UNLESS Contents THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTCSECURITIES ACT”), OR UNDER ANY STATE SECURITIES OR BLUE SKY LAW OF ANY STATE. THE HOLDER HEREOF, BY PURCHASING THIS NOTE, AGREES THAT THIS NOTE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER REQUIREMENTS OF LAWS AND ONLY (1) PURSUANT TO RULE 144A UNDER THE ISSUING ENTITY OR ITS AGENT SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A “QIB”) WHO IS A QUALIFIED PURCHASER FOR REGISTRATION PURPOSES OF TRANSFERSECTION 3(c)(7) UNDER THE INVESTMENT COMPANY ACT OF 1940, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC AMENDED (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTCA “QUALIFIED PURCHASER”), ANY TRANSFERPURCHASING FOR ITS OWN ACCOUNT OR A QIB WHO IS A QUALIFIED PURCHASER PURCHASING FOR THE ACCOUNT OF A QIB WHO IS A QUALIFIED PURCHASER, WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE OR OTHER USE HEREOF TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) IN CERTIFICATED FORM TO AN INSTITUTIONAL “ACCREDITED INVESTOR” (WITHIN THE MEANING OF RULE 501 (a)(1)–(3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT) THAT IS ALSO A QUALIFIED PURCHASER PURCHASING FOR VALUE INVESTMENT AND NOT FOR DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, IN EACH CASE, SUBJECT TO (A) THE RECEIPT BY THE TRUSTEE OF A LETTER SUBSTANTIALLY IN THE FORM PROVIDED IN THE INDENTURE AND (B) THE RECEIPT BY THE TRUSTEE OF SUCH OTHER EVIDENCE ACCEPTABLE TO THE TRUSTEE THAT SUCH REOFFER, RESALE, PLEDGE OR OTHERWISE TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER REQUIREMENTS OF LAWS OR IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED STATES AND SECURITIES AND BLUE SKY LAWS OF ANY STATE OF THE UNITED STATES AND ANY OTHER APPLICABLE JURISDICTION, (3) TO A QUALIFIED PURCHASER IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (4) PURSUANT TO ANOTHER EXEMPTION AVAILABLE UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES LAWS, OR (5) PURSUANT TO A VALID REGISTRATION STATEMENT. THE PURCHASE OF THIS NOTE WILL BE DEEMED A REPRESENTATION BY THE ACQUIRER THAT IT IS NOT, AND IS NOT ACQUIRING OR HOLDING THIS NOTE OR ANY INTEREST THEREIN, DIRECTLY OR INDIRECTLY, ON BEHALF OF OR WITH ANY ASSETS OF, AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF ERISA THAT IS SUBJECT TO TITLE I OF ERISA, A “PLAN” DESCRIBED IN AND SUBJECT TO SECTION 4975 OF THE CODE (COLLECTIVELY, A “PLAN”), OR OTHER PLAN OR ARRANGEMENT SUBJECT TO ANY PERSON IS WRONGFUL INASMUCH AS FEDERAL, STATE OR LOCAL LAW SUBSTANTIVELY SIMILAR OR OF SIMILAR EFFECT TO THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREINFOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAW”). Table of Contents THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. [ADDITIONAL AMOUNTS MAY BE BORROWED IN RESPECT OF A CLASS A-2 NOTE AFTER THE DATE OF ISSUE THEREOF IN ACCORDANCE WITH THE INDENTURE AND THE CLASS A-2 PURCHASE AGREEMENT DATED AS OF THE CLOSING DATE AMONG THE ISSUER AND THE HOLDERS OF CLASS A-2 NOTES PARTY THERETO.] AS A CONDITION TO THE PAYMENT OF ANY AMOUNT HEREUNDER WITHOUT THE IMPOSITION OF WITHHOLDING TAX, THE TRUSTEE SHALL REQUIRE CERTIFICATION ACCEPTABLE TO IT TO ENABLE THE ISSUER AND THE TRUSTEE TO DETERMINE THEIR DUTIES AND LIABILITIES WITH RESPECT TO ANY TAXES THAT THEY MAY BE REQUIRED TO PAY, DEDUCT OR WITHHOLD IN RESPECT OF THIS NOTE OR THE HOLDER HEREOF UNDER ANY PRESENT OR FUTURE LAW OR REGULATION OF THE UNITED STATES OR ANY PRESENT OR FUTURE LAW OR REGULATION OF ANY POLITICAL SUBDIVISION THEREOF OR TAXING AUTHORITY THEREIN OR TO COMPLY WITH ANY REPORTING OR OTHER REQUIREMENTS UNDER ANY SUCH LAW OR REGULATION. Table of Contents REGISTERED $__________ No.: ____ CUSIP No.: _____ WORLD OMNI AUTO RECEIVABLES TRUST 2019No. A–2–__ [_______] [__], 2007 [144A CUSIP NO. ] [Reg S ISIN NO. ] [Reg S CUSIP No. ] [Common Code No. ] NewStar Commercial Loan Trust 2007-C1, a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuing EntityIssuer”), for value received, hereby promises to pay to Cede & Co.______________________, or registered assigns, the principal sum of ___________________ DOLLARS payable in accordance with the Indenture and the Sale and Servicing Agreement on each Payment Distribution Date on which principal is required to be paid in an amount equal to the result obtained by multiplying (i) a fraction fraction, the numerator of which is $______ the initial maximum commitment amount of this Class A-2 Note which is shown as the initial principal balance hereof and the denominator of which is $80,300,000 the Initial Class A-2 Principal Balance by (ii) the aggregate amount, if any, payable from the Note Distribution Account in respect of principal on the Class A-4 Notes pursuant to Section 3.01 of the Indenture dated as of November 14A-2 Notes. The principal of, 2019 (the “Indenture”), between the Issuing Entity and MUFG Union Bank, N.A., as Indenture Trustee (the “Indenture Trustee”); provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of the December 2025 Payment Date (the “Class A-4 Final Scheduled Payment Date”) and the Redemption Date, if any, pursuant to Section 10.01 of the Indenture. Generally, no payments of principal of the Class A-4 Notes shall be made until the Class A-1 Notesinterest, Class A-2 Notes Commitment Fee and any Class A-2 Increased Costs and Class A-3 Notes have been paid in full. Capitalized terms used but not defined herein are defined in Article I of the Indenture, which also contains rules as to construction that shall be applicable herein. BY ACQUIRING A CLASS A-4 NOTE, EACH INITIAL PURCHASER, TRANSFEREE AND OWNER OF A BENEFICIAL INTEREST IN SUCH NOTE WILL BE DEEMED TO REPRESENT THAT EITHER (1) IT IS NOT AND WILL NOT BE AND IS NOT ACTING ON BEHALF OF OR ACQUIRING THE NOTES WITH THE ASSETS OF ANY PERSON THAT IS OR WILL BE (i) AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) THAT IS SUBJECT TO TITLE I OF ERISA, (ii) A “PLAN” DESCRIBED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) THAT IS SUBJECT TO SECTION 4975 OF THE CODE, (iii) ANY ENTITY OR ACCOUNT WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” (WITHIN THE MEANING OF THE DEPARTMENT OF LABOR REGULATION LOCATED AT 29 C.F.R. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) OR (iv) ANY U.S. GOVERNMENTAL PLAN, NON-U.S. PLAN, CHURCH PLAN OR ANY OTHER EMPLOYEE BENEFIT PLAN, ACCOUNT OR ARRANGEMENT THAT IS SUBJECT TO ANY U.S. FEDERAL, STATE, LOCAL OR NON-U.S. LAW THAT IS SUBSTANTIALLY SIMILAR TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”) OR (2) ITS ACQUISITION AND HOLDING OF THE CLASS A-4 NOTES (OR ANY INTEREST THEREIN) WILL NOT GIVE RISE TO A NONEXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION OF SIMILAR LAW. The Issuing Entity will pay interest A-2 Breakage Costs on this Note at the rate per annum shown above on each Payment Date until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date), subject to certain limitations contained in the last sentence of Section 3.01 of the Indenture. Interest on this Note will accrue for each Payment Date from and including the 15th day of the preceding calendar month (or, for the initial interest accrual period, from and including the Closing Date) to but excluding the 15th day of the current calendar month. Interest will be computed on the basis of a 360-day year of twelve 30-day months. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. The principal of and interest on this Class A-2 Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuing Entity Issuer with respect to this Class A-2 Note shall be applied first to interest and Class A-2 Commitment Fee due and payable on this Class A-2 Note as provided above and then to the unpaid principal of this Class A-2 Note. Reference is made to the further provisions of this Class A-2 Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Class A-2 Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Class A-2 Note shall not be entitled to any benefit under the IndentureIndenture referred to on the reverse hereof, or be valid or obligatory for any purpose.. Table of Contents
Appears in 1 contract
Samples: Indenture (NewStar Financial, Inc.)
Signature Guaranteed. NOTICE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatever. Such signature Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation as defined in STAMP or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with Rule l7Ad-15 promulgated under the Securities Exchange Act of 1934, as amended. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANYThe undersigned hereby certifies that (1) the Rights evidenced by this Right Certificate are not beneficially owned by nor are they being exercised on behalf of an Acquiring Person, A NEW YORK CORPORATION an Interested Stockholder or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement); and (2) after due inquiry and to the best of the knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Right Certificate from any Person who is or was an Acquiring Person, an Interested Stockholder, or an Affiliate or Associate thereof. Signature The signature in the Form of Assignment or Form of Election to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. On June 20, 2003, the Board of Directors of RIBAPHARM INC. (the “DTCCompany”) declared a dividend of one preferred share purchase right (a “Right”) for each outstanding share of common stock, par value $0.01 per share (the “Common Shares”), TO THE ISSUING ENTITY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS 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. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. REGISTERED $__________ No.: ____ CUSIP No.: _____ WORLD OMNI AUTO RECEIVABLES TRUST 2019-C, a statutory trust organized and existing under the laws of the State Company. The dividend is effective as of Delaware July 3, 2003 (herein referred to as the “Issuing EntityRecord Date”) with respect to the stockholders of record on that date. The Rights will also attach to new Common Shares issued after the Record Date. Each Right entitles the registered holder to purchase from the Company one one-hundredth of a share of Series A Junior Participating Preferred Stock, par value $0.01 per share (the “Preferred Shares”), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of ___________ DOLLARS payable on each Payment Date in an amount equal to the result obtained by multiplying (i) a fraction the numerator of which is $______ and the denominator of which is $80,300,000 by (ii) the aggregate amount, if any, payable from the Note Distribution Account in respect of principal on the Class A-4 Notes pursuant to Section 3.01 of the Indenture dated as Company at a price of November 14, 2019 $55 per one one-hundredth of a Preferred Share (the “IndenturePurchase Price”), between the Issuing Entity and MUFG Union Bank, N.A., as Indenture Trustee (the “Indenture Trustee”); provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of the December 2025 Payment Date (the “Class A-4 Final Scheduled Payment Date”) and the Redemption Date, if any, pursuant to Section 10.01 of the Indenture. Generally, no payments of principal of the Class A-4 Notes shall be made until the Class A-1 Notes, Class A-2 Notes and Class A-3 Notes have been paid in full. Capitalized terms used but not defined herein are defined in Article I of the Indenture, which also contains rules as to construction that shall be applicable herein. BY ACQUIRING A CLASS A-4 NOTE, EACH INITIAL PURCHASER, TRANSFEREE AND OWNER OF A BENEFICIAL INTEREST IN SUCH NOTE WILL BE DEEMED TO REPRESENT THAT EITHER (1) IT IS NOT AND WILL NOT BE AND IS NOT ACTING ON BEHALF OF OR ACQUIRING THE NOTES WITH THE ASSETS OF ANY PERSON THAT IS OR WILL BE (i) AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) THAT IS SUBJECT TO TITLE I OF ERISA, (ii) A “PLAN” DESCRIBED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) THAT IS SUBJECT TO SECTION 4975 OF THE CODE, (iii) ANY ENTITY OR ACCOUNT WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” (WITHIN THE MEANING OF THE DEPARTMENT OF LABOR REGULATION LOCATED AT 29 C.F.R. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) OR (iv) ANY U.S. GOVERNMENTAL PLAN, NON-U.S. PLAN, CHURCH PLAN OR ANY OTHER EMPLOYEE BENEFIT PLAN, ACCOUNT OR ARRANGEMENT THAT IS SUBJECT TO ANY U.S. FEDERAL, STATE, LOCAL OR NON-U.S. LAW THAT IS SUBSTANTIALLY SIMILAR TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”) OR (2) ITS ACQUISITION AND HOLDING OF THE CLASS A-4 NOTES (OR ANY INTEREST THEREIN) WILL NOT GIVE RISE TO A NONEXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION OF SIMILAR LAW. The Issuing Entity will pay interest on this Note at the rate per annum shown above on each Payment Date until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date), subject to certain limitations contained in adjustment. Each Preferred Share is designed to be the last sentence economic equivalent of Section 3.01 100 Common Shares. The description and terms of the Indenture. Interest on this Note will accrue for each Payment Date from and including the 15th day of the preceding calendar month (or, for the initial interest accrual period, from and including the Closing Date) to but excluding the 15th day of the current calendar month. Interest will be computed on the basis of a 360-day year of twelve 30-day months. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. The principal of and interest on this Note Rights are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuing Entity with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. Reference is made to the further provisions of this Note set forth on in a Rights Agreement, dated as of June 20, 2003 (the reverse hereof“Rights Agreement”), which shall have by and between the same effect as though fully set forth on Company and Continental Stock Transfer & Trust Company (the face of this Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture, or be valid or obligatory for any purpose“Rights Agent”).
Appears in 1 contract
Samples: Rights Agreement (Ribapharm Inc)
Signature Guaranteed. NOTICEExhibit B [DELETE THIS EXHIBIT IF WARRANT CERTIFICATES IN ONLY REGISTERED FORM ARE TO BE ISSUED] [FORM OF GLOBAL WARRANT CERTIFICATE IN BEARER FORM] [Face of Global Warrant Certificate] [[1: The signature The] [2: Prior to , the] beneficial ownership of any Warrants evidenced by this assignment must correspond Global Warrant Certificate may be transferred only together with the name beneficial ownership of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatever. Such signature must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, Temporary Global Security referred to herein to which requirements include membership or participation in STAMP or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. UNLESS THIS NOTE IS PRESENTED this Global Warrant Certificate was initially attached.] EXERCISABLE ONLY IF COUNTERSIGNED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUING ENTITY OR ITS WARRANT AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE AS PROVIDED HEREIN X.X. XXXXXX CHASE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS 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. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. REGISTERED $GLOBAL WARRANT CERTIFICATE REPRESENTING __________ No.: ____ CUSIP No.: _____ WORLD OMNI AUTO RECEIVABLES TRUST 2019-C, a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuing Entity”), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of _WARRANTS TO PURCHASE OF UP TO __________ DOLLARS payable on each Payment Date in an amount equal PRINCIPAL AMOUNT OF [Title of Warrant Securities] VOID AFTER [TIME], ON 20 . This Global Warrant Certificate evidences warrants (the "Warrants") representing the right to purchase, subject to the result obtained terms and conditions hereof and of the Debt Warrant Agreement referred to below, at any time [after [time] on 20 and] on or before the [time] in [location] on 20 up to aggregate principal amount of [Title of Warrant Securities] (the "Warrant Securities") of X.X. Xxxxxx Xxxxx & Co. (the "Company") issued and to be issued under the Indenture (as hereinafter defined), on the following basis: on 20 the exercise price of each Warrant will be ; during the period from 20 through and including 20 the exercise price of each Warrant will be plus [accrued amortization of the original issue discount] [accrued interest] from 20 on 20 the exercise price of each Warrant will be during the period from 20 through and including 20 the exercise price of each Warrant will be plus [accrued amortization of the original issue discount] [accrued interest] from 19 [; in each case, the original issue discount will be amortized at a % annual rate, computed on an annual basis using the "interest" method and using a 360-day year consisting of twelve 30-day months] (the "Warrant Price"). [The original issue discount of each principal amount of Warrant Securities is .] Beneficial owners of Warrants represented by multiplying this Global Warrant Certificate may cause such Warrants to be exercised only by transmitting by tested telex or by delivering or causing to be delivered to Euroclear Bank, as operator of the Euro-clear System (ithe "Euro-clear Operator"), in Brussels, Belgium, or to Clearstream Banking S.A. ("Clearstream") in [Luxembourg], a fraction warrant exercise notice, substantially in the numerator form attached as Exhibit D to the Debt Warrant Agreement referred to below (the "Warrant Exercise Notice"), copies of which is $______ will be available from the Euro-clear Operator or Clearstream or from [name or Warrant Agent], or its successor as warrant agent (the "Warrant Agent") under the Debt Warrant Agreement (the "Debt Warrant Agreement") dated as of 20 between the Company and the denominator of which is $80,300,000 by (ii) Warrant Agent. The Warrant Exercise Notice shall specify, among other things, the aggregate amountprincipal amount of Warrant Securities to be purchased on exercise of the Warrants, the account number or numbers on the records of the Euro-clear Operator or Clearstream to which the Warrants being exercised [2: and, if prior to 20 the Offered Securities (as defined below)] to which such Warrants are attached are credited, the account number to be debited for the Warrant Price of each Warrant being exercised (plus accrued interest, if any, payable on the Warrant Securities to be issued upon exercise of such Warrant from and including the Note Distribution Account interest payment date, if any, in respect of principal such Warrant Securities immediately preceding the Exercise Date to and including the Exercise Date (unless the Exercise Date is after the regular record date in respect of such Warrant Securities, if any, for such interest payment date, but on or before the immediately succeeding interest payment date for such Warrant Securities, in which event no such accrued interest shall be payable in respect of Warrant Securities to be issued in registered form)), the account number to which the Warrant Securities issued on exercise of the Warrants are to be credited and the form in which Warrant Securities are to be issued. A Warrant Exercise Notice must be received by the Euro-clear Operator or Clearstream prior to [time] (Brussels or [Luxembourg] time, as the case may be) on the Class A-4 Notes pursuant business day next preceding the Exercise Date (as defined in such Warrant Exercise Notice). The delivery to Section 3.01 of the Indenture dated as of November 14, 2019 (the “Indenture”), between the Issuing Entity and MUFG Union Bank, N.A.Euro-clear Operator or Clearstream, as Indenture Trustee (the “Indenture Trustee”)case may be, of a Warrant Exercise Notice shall constitute an irrevocable election to purchase the aggregate principal amount of Warrant Securities specified therein. Any whole number of Warrants evidenced by this Global Warrant Certificate may be exercised to purchase Warrant Securities in bearer or registered form in denominations of [ or , in the case of Warrant Securities in bearer form, and of and any integral multiple thereof, in the case of Warrant Securities in registered form; provided, however, that the entire unpaid principal amount of this Note no Warrant Security in bearer form shall be due and payable on the earlier of the December 2025 Payment Date (the “Class A-4 Final Scheduled Payment Date”) and the Redemption Date, if any, pursuant mailed or otherwise delivered to Section 10.01 of the Indenture. Generally, no payments of principal of the Class A-4 Notes shall be made until the Class A-1 Notes, Class A-2 Notes and Class A-3 Notes have been paid any location in full. Capitalized terms used but not defined herein are defined in Article I of the Indenture, which also contains rules as to construction that shall be applicable herein. BY ACQUIRING A CLASS A-4 NOTE, EACH INITIAL PURCHASER, TRANSFEREE AND OWNER OF A BENEFICIAL INTEREST IN SUCH NOTE WILL BE DEEMED TO REPRESENT THAT EITHER (1) IT IS NOT AND WILL NOT BE AND IS NOT ACTING ON BEHALF OF OR ACQUIRING THE NOTES WITH THE ASSETS OF ANY PERSON THAT IS OR WILL BE (i) AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) THAT IS SUBJECT TO TITLE I OF ERISA, (ii) A “PLAN” DESCRIBED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) THAT IS SUBJECT TO SECTION 4975 OF THE CODE, (iii) ANY ENTITY OR ACCOUNT WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” (WITHIN THE MEANING OF THE DEPARTMENT OF LABOR REGULATION LOCATED AT 29 C.F.R. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) OR (iv) ANY U.S. GOVERNMENTAL PLAN, NON-U.S. PLAN, CHURCH PLAN OR ANY OTHER EMPLOYEE BENEFIT PLAN, ACCOUNT OR ARRANGEMENT THAT IS SUBJECT TO ANY U.S. FEDERAL, STATE, LOCAL OR NON-U.S. LAW THAT IS SUBSTANTIALLY SIMILAR TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”) OR (2) ITS ACQUISITION AND HOLDING OF THE CLASS A-4 NOTES (OR ANY INTEREST THEREIN) WILL NOT GIVE RISE TO A NONEXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION OF SIMILAR LAW. The Issuing Entity will pay interest on this Note at the rate per annum shown above on each Payment Date until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date), subject to certain limitations contained in the last sentence of Section 3.01 of the Indenture. Interest on this Note will accrue for each Payment Date from and including the 15th day of the preceding calendar month (or, for the initial interest accrual period, from and including the Closing Date) to but excluding the 15th day of the current calendar month. Interest will be computed on the basis of a 360-day year of twelve 30-day months. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. The principal of and interest on this Note are payable in such coin or currency of the United States of America as America, its territories or possessions or areas subject to its jurisdiction or the Commonwealth of Puerto Rico (the "United States"). The Warrants evidenced by this Global Warrant Certificate, this Global Warrant Certificate and the rights evidenced hereby may be cancelled in the manner and under the circumstances described in the Debt Warrant Agreement. Notice of cancellation of the Warrants evidenced by this Global Warrant Certificate, this Global Warrant Certificate and the rights evidenced hereby shall be given by publication in the manner described in the Debt Warrant Agreement. This Global Warrant Certificate is issued under and in accordance with the Debt Warrant Agreement between the Company and the Warrant Agent and is subject to the terms and provisions contained in the Debt Warrant Agreement, to all of which terms and provisions the holder hereof consents by acceptance hereof. Copies of the Debt Warrant Agreement and the form of Warrant Securities are on file at the time above-mentioned office of payment is legal tender for payment the Warrant Agent [and at ]. [The Warrant Securities to be issued and delivered upon the exercise of public the Warrants evidenced by this Global Warrant Certificate will be issued under and private debts. All payments made by in accordance with an Indenture dated as of [ ], 2001 (the Issuing Entity with respect to this Note shall "Indenture") between the Company and Bankers Trust Company, as Trustee (the "Trustee"), and will be applied first to interest due and payable on this Note as provided above and then subject to the unpaid principal terms and provisions contained in the Indenture. Copies of this Note. Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Unless the certificate of authentication hereon has been executed by the Indenture and the form of the Warrant Securities are on file at the corporate trust office of the Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture, or be valid or obligatory for any purpose[and at .]
Appears in 1 contract
Signature Guaranteed. NOTICE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatever. Such signature must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation in STAMP or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUING ENTITY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS 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. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. REGISTERED $__________ No.: ____ CUSIP No.: _____ WORLD OMNI AUTO RECEIVABLES TRUST 20192023-CB, a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuing Entity”), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of ___________ DOLLARS payable on each Payment Date in an amount equal to the result obtained by multiplying (i) a fraction the numerator of which is $______ and the denominator of which is $80,300,000 153,000,000 by (ii) the aggregate amount, if any, payable from the Note Distribution Account in respect of principal on the Class A-4 A-2b Notes pursuant to Section 3.01 of the Indenture dated as of November 14April 19, 2019 2023 (the “Indenture”), between among the Issuing Entity and MUFG Union BankEntity, N.A.U.S. Bank Trust Company, National Association, as Indenture Trustee indenture trustee (the “Indenture Trustee”), and U.S. Bank National Association, as account bank; provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of the December 2025 November 2026 Payment Date (the “Class A-4 A-2 Final Scheduled Payment Date”) and the Redemption Date, if any, pursuant to Section 10.01 of the Indenture. Principal payable with respect to the Class A-2 Notes shall be made pro rata between the Class A-2a Notes and the Class A-2b Notes. Generally, no payments of principal of the Class A-4 A-2 Notes shall be made until the Class A-1 Notes, Class A-2 Notes and Class A-3 Notes have been paid in full. Capitalized terms used but not defined herein are defined in Article I of the Indenture, which also contains rules as to construction that shall be applicable herein. BY ACQUIRING A CLASS A-4 NOTETHIS NOTE (OR BENEFICIAL INTEREST HEREIN), EACH INITIAL PURCHASER, TRANSFEREE AND OWNER OF A BENEFICIAL INTEREST IN SUCH NOTE WILL BE DEEMED TO REPRESENT AND WARRANT THAT EITHER (1) IT IS NOT AND WILL NOT BE AND IS NOT ACTING ACQUIRING THIS NOTE (OR A BENEFICIAL INTEREST HEREIN) ON BEHALF OF OF, OR ACQUIRING THE NOTES WITH THE ASSETS OF ANY PERSON THAT IS OR WILL BE (i) AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE U.S. EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) THAT IS SUBJECT TO TITLE I OF ERISA, (ii) A “PLAN” DESCRIBED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) THAT IS SUBJECT TO SECTION 4975 OF THE CODE, (iii) ANY ENTITY OR ACCOUNT WHOSE UNDERLYING DEEMED TO HOLD ASSETS INCLUDE “PLAN ASSETS” (WITHIN THE MEANING OF THE DEPARTMENT OF LABOR REGULATION LOCATED AT 29 C.F.R. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) FOREGOING OR (iv) ANY U.S. GOVERNMENTAL PLAN, NON-U.S. PLAN, CHURCH PLAN OR ANY OTHER EMPLOYEE BENEFIT PLAN, ACCOUNT OR ARRANGEMENT THAT IS SUBJECT TO ANY U.S. FEDERAL, STATE, LOCAL OR NON-U.S. LAW THAT IS SUBSTANTIALLY SIMILAR TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”) OR (2) ITS ACQUISITION AND HOLDING OF THE CLASS A-4 NOTES THIS NOTE (OR ANY A BENEFICIAL INTEREST THEREINHEREIN) WILL NOT CONSTITUTE OR GIVE RISE TO A NONEXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION OF SIMILAR LAW. The Issuing Entity will pay interest on this Note at [the rate per annum shown above (provided, that for any Interest Accrual Period for which the sum of the SOFR Rate plus 0.71% is less than 0.00%, the interest rate shall be deemed to be 0.00%)][a rate based on the Benchmark determined under the terms of the Indenture, equal to the Benchmark plus [ ]% (but not less than 0.00%)] on each Payment Date until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date), subject to certain limitations contained in the last sentence of Section 3.01 of the Indenture. Interest on this Note will accrue for each Payment Date from and including the 15th day most recent Payment Date on which the interest has been paid (in the case of the preceding calendar month (or, for the initial interest accrual periodPayment Date, from and including the Closing Date) to but excluding the 15th day of the such current calendar monthPayment Date. Interest will be computed on the basis of a the actual number of days in the Interest Accrual Period divided by 360-day year of twelve 30-day months. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuing Entity with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture, or be valid or obligatory for any purpose.
Appears in 1 contract
Samples: Indenture (World Omni Auto Receivables Trust 2023-B)
Signature Guaranteed. NOTICENOTE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particularNote, without alteration, enlargement or any change whateverwhatsoever. Such signature must be guaranteed by The initial principal balance of this Rule 144A Global Series 2019-1 Class A-2 Note is $[___________]. The following exchanges of an interest in this Rule 144A Global Series 2019-1 Class A-2 Note for an interest in a corresponding Temporary Regulation S Global Series 2019-1 Class A-2 Note or a Permanent Regulation S Global Series 2019-1 Class A-2 Note have been made: THE ISSUANCE AND SALE OF THIS TEMPORARY REGULATION S GLOBAL SERIES 2019-1 CLASS A-2 NOTE (THIS “eligible guarantor institutionNOTE”) HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER RELEVANT JURISDICTION, AND PLANET FITNESS MASTER ISSUER LLC (THE “MASTER ISSUER”) HAS NOT BEEN REGISTERED UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “1940 ACT”). THIS NOTE OR ANY INTEREST HEREIN MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE MASTER ISSUER OR AN AFFILIATE THEREOF, (B) IN THE UNITED STATES, TO EITHER A PERSON WHO IS NOT A COMPETITOR AND WHO IS A “QUALIFIED INSTITUTIONAL BUYER” meeting the requirements of the Note RegistrarAS DEFINED IN RULE 144A UNDER THE 1933 ACT (“RULE 144A”), which requirements include membership or participation in STAMP or such other ACTING FOR ITS OWN ACCOUNT OR ONE OR MORE ACCOUNTS WITH RESPECT TO WHICH SUCH PERSON EXERCISES SOLE INVESTMENT DISCRETION OR (C) OUTSIDE THE UNITED STATES, TO A PERSON WHO IS NOT A COMPETITOR AND WHO IS NOT A “signature guarantee programU.S. PERSON” as may be determined by the Note Registrar in addition toAS DEFINED IN REGULATION S UNDER THE 1933 ACT (“REGULATION S”), or in substitution forACTING FOR ITS OWN ACCOUNT OR ONE OR MORE ACCOUNTS WITH RESPECT TO WHICH SUCH PERSON EXERCISES SOLE INVESTMENT DISCRETION, STAMPNONE OF WHICH ARE A U.S. PERSON, all in accordance with the Securities Exchange Act of 1934IN OFFSHORE TRANSACTIONS IN RELIANCE ON REGULATION S, as amendedAND, IN EACH CASE, IN COMPLIANCE WITH THE CERTIFICATIONS AND OTHER REQUIREMENTS SPECIFIED IN THE INDENTURE REFERRED TO HEREIN AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR THE UNITED STATES AND ANY OTHER RELEVANT JURISDICTION. BY ITS ACQUISITION OR ACCEPTANCE HEREOF, THE HOLDER (IF NOT THE MASTER ISSUER OR AN AFFILIATE OF THE MASTER ISSUER) REPRESENTS THAT IT IS NOT A COMPETITOR AND (A) IT IS EITHER (X) A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A OR (Y) NOT A U.S. PERSON AND IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION, AS APPLICABLE, (B) IT IS ACTING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER PERSON WHICH IS EITHER (X) A QUALIFIED INSTITUTIONAL BUYER OR (Y) NOT A U.S. PERSON, AND IN EACH CASE WITH RESPECT TO WHICH IT EXERCISES SOLE INVESTMENT DISCRETION, (C) IT AND EACH ACCOUNT FOR WHICH IT IS PURCHASING WILL HOLD AND TRANSFER AT LEAST THE MINIMUM DENOMINATION OF NOTES, (D) IT UNDERSTANDS THAT THE MASTER ISSUER MAY RECEIVE A LIST OF PARTICIPANTS HOLDING POSITIONS IN ITS NOTES FROM ONE OR MORE BOOK-ENTRY DEPOSITORIES AND (E) IT WILL PROVIDE NOTICE OF THE TRANSFER RESTRICTIONS TO ANY SUBSEQUENT TRANSFEREES. EACH PERSON (IF NOT THE MASTER ISSUER OR AN AFFILIATE OF THE MASTER ISSUER) TAKING DELIVERY OF THIS NOTE OR AN INTEREST IN THIS NOTE WILL BE DEEMED TO HAVE MADE THE APPLICABLE REPRESENTATIONS AND AGREEMENTS REFERRED TO IN THE INDENTURE. EACH PERSON TAKING DELIVERY OF THIS NOTE OR AN INTEREST IN THIS NOTE IN THE FORM OF AN INTEREST IN A RULE 144A GLOBAL NOTE OR PERMANENT REGULATION S GLOBAL NOTE WILL BE REQUIRED TO DELIVER A TRANSFER CERTIFICATE IN THE FORM REQUIRED BY THE INDENTURE AND WILL BE REQUIRED TO MAKE THE APPLICABLE REPRESENTATIONS AND AGREEMENTS REFERRED TO IN THE INDENTURE. ANY TRANSFER OF THIS NOTE IN VIOLATION OF THE FOREGOING WILL BE OF NO FORCE AND EFFECT AND WILL BE VOID AB INITIO AND WILL NOT OPERATE TO TRANSFER ANY RIGHTS TO ANY PERSON CAUSING SUCH VIOLATION, NOTWITHSTANDING ANY INSTRUCTIONS TO THE CONTRARY TO THE MASTER ISSUER, THE TRUSTEE OR ANY INTERMEDIARY. IF THIS NOTE WAS ACQUIRED IN THE UNITED STATES, AND THE HOLDER IS DETERMINED TO BE A COMPETITOR OR NOT TO HAVE BEEN A QUALIFIED INSTITUTIONAL BUYER AT THE TIME OF ACQUISITION OF THIS NOTE, THE MASTER ISSUER HAS THE RIGHT TO REQUIRE SUCH HOLDER TO SELL THIS NOTE TO A PURCHASER WHO IS A QUALIFIED INSTITUTIONAL BUYER AND NOT A COMPETITOR. THE MASTER ISSUER ALSO HAS THE RIGHT TO REFUSE TO HONOR A TRANSFER TO A PERSON WHO IS NOT A QUALIFIED INSTITUTIONAL BUYER OR WHO IS A COMPETITOR. IF THIS NOTE WAS ACQUIRED OUTSIDE THE UNITED STATES, AND THE HOLDER IS DETERMINED TO HAVE BEEN A “U.S. PERSON” AT THE TIME OF ACQUISITION OF THIS NOTE, THE MASTER ISSUER HAS THE RIGHT TO REQUIRE SUCH HOLDER TO SELL THIS NOTE TO A PURCHASER WHO IS NOT A “U.S. PERSON” AND WHO IS NOT A COMPETITOR. THE MASTER ISSUER ALSO HAS THE RIGHT TO REFUSE TO HONOR A TRANSFER TO A PERSON WHO IS A “U.S. PERSON” OR WHO IS A COMPETITOR. BY ACCEPTING THIS NOTE, EACH PURCHASER COVENANTS THAT IT WILL NOT AT ANY TIME PRIOR TO THE DATE WHICH IS ONE (1) YEAR AND ONE (1) DAY AFTER THE PAYMENT IN FULL OF THE LATEST MATURING NOTE, INSTITUTE AGAINST, OR JOIN WITH ANY OTHER PERSON IN INSTITUTING AGAINST, ANY SECURITIZATION ENTITY ANY BANKRUPTCY, REORGANIZATION, ARRANGEMENT, INSOLVENCY OR LIQUIDATION PROCEEDINGS, OR OTHER PROCEEDINGS, UNDER ANY FEDERAL OR STATE BANKRUPTCY OR SIMILAR LAW. UNTIL FORTY (40) DAYS AFTER THE ORIGINAL ISSUE DATE OF THE NOTES (THE “RESTRICTED PERIOD”) IN CONNECTION WITH THE OFFERING OF THE NOTES IN THE UNITED STATES FROM OUTSIDE OF THE UNITED STATES, THE SALE, PLEDGE OR TRANSFER OF THIS NOTE IS SUBJECT TO CERTAIN CONDITIONS AND RESTRICTIONS. THE HOLDER HEREOF, BY PURCHASING OR OTHERWISE ACQUIRING THIS NOTE, ACKNOWLEDGES THAT SUCH HOLDER IS EITHER NOT A “U.S. PERSON” OR THE MASTER ISSUER OR AN AFFILIATE OF THE MASTER ISSUER, AND THAT THIS NOTE HAS NOT BEEN REGISTERED UNDER THE 1933 ACT AND AGREES FOR THE BENEFIT OF THE MASTER ISSUER THAT THIS NOTE MAY BE TRANSFERRED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY TO THE MASTER ISSUER OR AN AFFILIATE OF THE MASTER ISSUER AND IN COMPLIANCE WITH THE 1933 ACT AND OTHER APPLICABLE LAWS OF THE STATES, TERRITORIES AND POSSESSIONS OF THE UNITED STATES GOVERNING THE OFFER AND SALE OF SECURITIES, AND PRIOR TO THE EXPIRATION OF THE RESTRICTED PERIOD, ONLY (I) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH REGULATION S UNDER THE 1933 ACT OR (II) PURSUANT TO AND IN ACCORDANCE WITH RULE 144A UNDER THE 1933 ACT. THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY (“DTC”), A NEW YORK CORPORATION, 00 XXXXX XXXXXX, XXX XXXX, XXX XXXX 00000, XX X XXXXXXX THEREOF. THIS NOTE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS NOTE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN DTC OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), DTC TO THE ISSUING ENTITY MASTER ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENTTHE NOTE REGISTRAR, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (DTC, AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS 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 BECAUSE THE REGISTERED OWNER HEREOFOWNER, CEDE & CO., HAS AN INTEREST HEREIN. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. REGISTERED ANY PERSON ACQUIRING THIS NOTE MAY ASCERTAIN ITS CURRENT PRINCIPAL AMOUNT BY INQUIRY OF THE TRUSTEE. No. S-[__] up to $[__________ No.: ____ CUSIP No.: _____ WORLD OMNI AUTO RECEIVABLES TRUST 2019-C] PLANET FITNESS MASTER ISSUER LLC, a statutory trust organized and existing limited liability company formed under the laws of the State of Delaware (herein referred to as the “Issuing EntityMaster Issuer”), for value received, hereby promises to pay to Cede CEDE & Co., CO. or registered assigns, up to the principal sum of [___________ __] DOLLARS payable on each Payment Date in an amount equal to the result obtained by multiplying (i) a fraction the numerator of which is $[______ _______]) as provided below and in the denominator of which is $80,300,000 by (ii) the aggregate amount, if any, payable from the Note Distribution Account in respect Indenture referred to herein. Payments of principal on shall be payable in the Class A-4 Notes pursuant to Section 3.01 of amounts and at the times set forth in the Indenture dated as of November 14, 2019 (the “Indenture”), between the Issuing Entity and MUFG Union Bank, N.A., as Indenture Trustee (the “Indenture Trustee”)described herein; provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of the December 2025 Quarterly Payment Date occurring in December 2049 (the “Series 2019-1 Class A-4 A-2 Legal Final Scheduled Payment Maturity Date”) and the Redemption Date, if any, pursuant to Section 10.01 of the Indenture. Generally, no payments of principal of the Class A-4 Notes shall be made until the Class A-1 Notes, Class A-2 Notes and Class A-3 Notes have been paid in full. Capitalized terms used but not defined herein are defined in Article I of the Indenture, which also contains rules as to construction that shall be applicable herein. BY ACQUIRING A CLASS A-4 NOTE, EACH INITIAL PURCHASER, TRANSFEREE AND OWNER OF A BENEFICIAL INTEREST IN SUCH NOTE WILL BE DEEMED TO REPRESENT THAT EITHER (1) IT IS NOT AND WILL NOT BE AND IS NOT ACTING ON BEHALF OF OR ACQUIRING THE NOTES WITH THE ASSETS OF ANY PERSON THAT IS OR WILL BE (i) AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) THAT IS SUBJECT TO TITLE I OF ERISA, (ii) A “PLAN” DESCRIBED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) THAT IS SUBJECT TO SECTION 4975 OF THE CODE, (iii) ANY ENTITY OR ACCOUNT WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” (WITHIN THE MEANING OF THE DEPARTMENT OF LABOR REGULATION LOCATED AT 29 C.F.R. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) OR (iv) ANY U.S. GOVERNMENTAL PLAN, NON-U.S. PLAN, CHURCH PLAN OR ANY OTHER EMPLOYEE BENEFIT PLAN, ACCOUNT OR ARRANGEMENT THAT IS SUBJECT TO ANY U.S. FEDERAL, STATE, LOCAL OR NON-U.S. LAW THAT IS SUBSTANTIALLY SIMILAR TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”) OR (2) ITS ACQUISITION AND HOLDING OF THE CLASS A-4 NOTES (OR ANY INTEREST THEREIN) WILL NOT GIVE RISE TO A NONEXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION OF SIMILAR LAW). The Issuing Entity Master Issuer will pay interest on this Temporary Regulation S Global Series 2019-1 Class A-2 Note (this “Note”) at the rate per annum shown above on Series 2019-1 Class A-2 Note Rate for each Payment Date until Interest Accrual Period in accordance with the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date), subject to certain limitations contained in the last sentence of Section 3.01 terms of the Indenture. Interest Such interest will be payable in arrears on this Note each Quarterly Payment Date, which will be on the 5th day (or, if such date is not a Business Day, the next succeeding Business Day) of each March, June, September and December, commencing on March 5, 2020 (each, a “Quarterly Payment Date”). Such interest will accrue for each Quarterly Payment Date from and including with respect to (i) initially, the 15th day of the preceding calendar month (or, for the initial interest accrual period, period from and including the Closing DateDate to but excluding March 5, 2020 and (ii) thereafter, the period from and including the 5th day of the calendar month in which the immediately preceding Quarterly Payment Date occurred to but excluding the 15th 5th day of the calendar month that includes the then-current calendar monthQuarterly Payment Date (each, an “Interest Accrual Period”). Interest with respect to the Notes (and interest on any defaulted payments of interest or principal) will be computed on the basis of a 360-day year consisting of twelve 30-day months. Such principal of and interest In addition, under the circumstances set forth in the Indenture, the Master Issuer shall also pay Series 2019-1 Class A-2 Quarterly Post-ARD Contingent Interest on this Note at the rate set forth in the Indenture, and such contingent interest shall be paid computed and shall be payable in the manner specified on amounts and at the reverse hereoftimes set forth in the Indenture. The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuing Entity Master Issuer with respect to this Note shall be applied first as provided in the Indenture. This Note is subject to interest due mandatory and payable on optional prepayment as set forth in the Indenture. Interests in this Note as are exchangeable or transferable in whole or in part for interests in a Rule 144A Global Note or a Permanent Regulation S Global Note; provided above and then that such transfer or exchange complies with the applicable provisions of the Indenture relating to the unpaid principal transfer of the Notes. Interests in this NoteNote in certain circumstances may also be exchangeable or transferable in whole but not in part for duly executed and issued registered Definitive Notes; provided that such transfer or exchange complies with Section 2.8 of the Base Indenture and Section 4.2(c) of the Series 2019-1 Supplement. Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Although a summary of certain provisions of the Indenture is set forth below and on the reverse hereof and made a part hereof, this Note does not purport to summarize the Indenture and reference is made to the Indenture for information with respect to the interests, rights, benefits, obligations, proceeds and duties evidenced hereby and the rights, duties and obligations of the Master Issuer and the Trustee. A copy of the Indenture may be requested from the Trustee by writing to the Trustee at: Citibank, N.A., 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000, Attention: Citibank Agency & Trust – Planet Fitness Master Issuer LLC. To the extent not defined herein, the capitalized terms used herein have the meanings ascribed to them in the Indenture. Subject to the next following paragraph, the Master Issuer hereby certifies and declares that all acts, conditions and things required to be done and performed and to have happened prior to the creation of this Note and to constitute it as the valid obligation of the Master Issuer enforceable in accordance with its terms, have been done and performed and have happened in due compliance with all applicable laws and in accordance with the terms of the Indenture. Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the IndentureIndenture referred to on the reverse hereof, or be valid or obligatory for any purpose.
Appears in 1 contract
Signature Guaranteed. NOTICE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatever. Such signature must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation in STAMP or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE IF NONE OF THE DEPOSITORY TRUST COMPANYFOREGOING BOXES IS CHECKED, A NEW YORK CORPORATION (“DTC”), THE TRUSTEE SHALL NOT BE OBLIGATED TO THE ISSUING ENTITY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED REGISTER THIS SECURITY IN THE NAME OF CEDE & CO. OR IN SUCH ANY PERSON OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (THAN THE HOLDER HEREOF UNLESS AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR UNTIL THE CONDITIONS TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THE PRINCIPAL SUCH TRANSFER OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS REGISTRATION SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOFHEREOF AND IN THE TRANSACTION DOCUMENTS, SHALL HAVE BEEN SATISFIED. 41 EXHIBIT A-2 FORM OF SUBORDINATED TRANSFEROR CERTIFICATE -------- ---, -- REGISTERED $Variable Principal Amount* * THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT'), AND MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. Certificate No. _____ SERIES 2000-1 SUBORDINATED TRANSFEROR FLOATING RATE CERTIFICATE THIS CERTIFICATE REPRESENTS AN UNDIVIDED INTEREST IN CERTAIN ASSETS OF THE ELDEX-XXXXXXX XXXTER TRUST the corpus of which consists primarily of certain receivables generated from time to time by The Eldex-Xxxxxxx Xxxres Corp. (the "COMPANY") which are then purchased by The El-Bee Chargit Corp. ("CHARGIT") (together, the "ORIGINATORS") and then purchased by The El-Bee Receivables Corporation (the "TRANSFEROR"), from the Originators, which in turn transfers and assigns such receivables to The Eldex-Xxxxxxx Xxxter Trust pursuant to the Pooling and Servicing Agreement, dated as of December 30, 1997, among the Transferor, Chargit, as Servicer, and Bankers Trust Company, as Trustee (as amended, supplemented or otherwise modified from time to time, the "POOLING AND SERVICING AGREEMENT"; capitalized terms used herein and not otherwise defined herein are used herein as therein defined). This Certificate (the "SUBORDINATED TRANSFEROR CERTIFICATE") does not represent a recourse obligation, and is not guaranteed by, the Transferor, the Company, Chargit or any Affiliate of any of them. This certifies that __________ No.: ____ CUSIP No.: _____ WORLD OMNI AUTO RECEIVABLES TRUST 2019-C, a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuing Entity”), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of ___________ DOLLARS payable on each Payment Date (the "SUBORDINATED TRANSFEROR CERTIFICATEHOLDER") is the registered owner of a fractional undivided interest in an amount equal the assets of The Eldex-Xxxxxxx Xxxter Trust (the "TRUST") created pursuant to the result obtained by multiplying (i) a fraction the numerator of which is $______ Pooling and the denominator of which is $80,300,000 by (ii) the aggregate amount, if any, payable from the Note Distribution Account in respect of principal on the Class A-4 Notes pursuant to Section 3.01 of the Indenture dated as of November 14, 2019 (the “Indenture”), between the Issuing Entity and MUFG Union Bank, N.A., as Indenture Trustee (the “Indenture Trustee”); provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of the December 2025 Payment Date (the “Class A-4 Final Scheduled Payment Date”) and the Redemption Date, if any, pursuant to Section 10.01 of the Indenture. Generally, no payments of principal of the Class A-4 Notes shall be made until the Class A-1 Notes, Class A-2 Notes and Class A-3 Notes have been paid in full. Capitalized terms used but not defined herein are defined in Article I of the Indenture, which also contains rules as to construction that shall be applicable herein. BY ACQUIRING A CLASS A-4 NOTE, EACH INITIAL PURCHASER, TRANSFEREE AND OWNER OF A BENEFICIAL INTEREST IN SUCH NOTE WILL BE DEEMED TO REPRESENT THAT EITHER (1) IT IS NOT AND WILL NOT BE AND IS NOT ACTING ON BEHALF OF OR ACQUIRING THE NOTES WITH THE ASSETS OF ANY PERSON THAT IS OR WILL BE (i) AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) THAT IS SUBJECT TO TITLE I OF ERISA, (ii) A “PLAN” DESCRIBED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) THAT IS SUBJECT TO SECTION 4975 OF THE CODE, (iii) ANY ENTITY OR ACCOUNT WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” (WITHIN THE MEANING OF THE DEPARTMENT OF LABOR REGULATION LOCATED AT 29 C.F.R. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) OR (iv) ANY U.S. GOVERNMENTAL PLAN, NON-U.S. PLAN, CHURCH PLAN OR ANY OTHER EMPLOYEE BENEFIT PLAN, ACCOUNT OR ARRANGEMENT THAT IS SUBJECT TO ANY U.S. FEDERAL, STATE, LOCAL OR NON-U.S. LAW THAT IS SUBSTANTIALLY SIMILAR TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”) OR (2) ITS ACQUISITION AND HOLDING OF THE CLASS A-4 NOTES (OR ANY INTEREST THEREIN) WILL NOT GIVE RISE TO A NONEXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION OF SIMILAR LAW. The Issuing Entity will pay interest on this Note at the rate per annum shown above on each Payment Date until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date), subject to certain limitations contained in the last sentence of Section 3.01 of the Indenture. Interest on this Note will accrue for each Payment Date from and including the 15th day of the preceding calendar month (or, for the initial interest accrual period, from and including the Closing Date) to but excluding the 15th day of the current calendar month. Interest will be computed on the basis of a 360-day year of twelve 30-day months. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuing Entity with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this NoteServicing Agreement. Unless the certificate of authentication hereon has been executed by or on behalf of --------------------- * the Indenture Trustee whose name appears below by manual or facsimile signature, this Note Subordinated Transferor Certificate shall not be entitled to any benefit under the Indenture, Transaction Documents or be valid or obligatory for any purpose. This Subordinated Transferor Certificate is not transferable or assignable. The corpus of the Trust consists of (i) a portfolio of Receivables arising in connection with Accounts identified under the Pooling and Servicing Agreement from time to time, (ii) funds collected or to be collected from Obligors in respect of the Receivables, (iii) all funds which are from time to time on deposit in the Concentration Account, the Collection Accounts and any other account or accounts held for the benefit of the Certificateholders and (iv) all other assets and interests constituting the Trust Assets. This Subordinated Transferor Certificate is issued under and is subject to the terms, provisions and conditions of the Transaction Documents, to which Transaction Documents the Subordinated Transferor Certificateholder, by virtue of the acceptance hereof, assents and is bound. Although a summary of certain provisions of the Transaction Documents is set forth below, this Subordinated Transferor Certificate does not purport to summarize the Transaction Documents and is qualified in its entirety by the terms and provisions of the Transaction Documents and reference is made to the Transaction Documents for information with respect to the interests, rights, benefits, obligations, proceeds and duties evidenced hereby and the rights, duties and obligations of the Trustee, the Servicer and the other parties bound by the Transaction Documents. A copy of the Transaction Documents may be requested by writing to the Trustee, at Four Albaxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Xxtention: Corporate Trust and Agency Group/Structured Finance, at the expense of the Transferor. The Series 2000-1 Certificates are issued in three Classes, the Class A Certificates and the Subordinated Transferor Certificate, which is subordinated to the Class A Certificates as described in the Transaction Documents. In addition to the Series 2000-1 Certificates, the Transferor will issue an Exchangeable Transferor Certificate pursuant to the Transaction Documents, which will represent a fractional undivided interest in the Trust. The Subordinated Transferor Certificate collectively represent a fractional undivided interest in the Trust and the right to receive Collections and other amounts, to the extent necessary to make the required payments with respect to the Subordinated Transferor Certificate, at the times and in the amounts specified in the Transaction Documents from time to time. The Subordinated Transferor Invested Amount with respect to any date will be determined as set forth in the Series 2000-1 Supplement. The Subordinated Transferor Invested Amount and the amount of any distributions of principal to the Subordinated Transferor Certificateholder shall be recorded on the Certificate Register. Interest on the unpaid Subordinated Transferor Invested Amount outstanding from time to time shall accrue at a rate per annum equal to the Subordinated Transferor Certificate Rate in effect from time to time applicable to this Subordinated Transferor Certificate and shall become due on the dates specified in the Transaction Documents for distributions of amounts on account of such interest until the Subordinated Transferor Invested Amount shall have been reduced to zero. Interest with respect to the Subordinated Transferor Certificate shall be distributed to the Subordinated Transferor Certificateholder in accordance with the Transaction Documents. Payment of any installment of interest on Subordinated Transferor Certificate will be made or caused to be made by the Trustee to the Subordinated Transferor Certificateholder. Payment of such interest will be made by wire transfer to a designated account maintained by the Subordinated Transferor Certificateholder; PROVIDED that the Subordinated Transferor Certificateholder has provided the Trustee with the wire transfer designation, in writing, received by the Trustee on or prior to the relevant Record Date. In the absence of such timely wire transfer instructions, payment will be made by check to the address of record of the Subordinated Transferor Certificateholder. Payment of principal in reduction of Subordinated Transferor Certificate will be made by wire transfer to a designated account maintained by the Subordinated Transferor Certificateholder. The final distribution on a Subordinated Transferor Certificate will be made after due notice by the Trustee of the pendency of such distribution and only upon presentation and surrender of a Subordinated Transferor Certificate at the Corporate Trust Office of the Trustee. The Subordinated Transferor Certificate does not represent an obligation of, or an interest in, the Transferor, the Servicer, the Company or any Affiliate of any of them. This Subordinated Transferor Certificate is limited in right of payment to certain Collections of the Receivables (and certain other amounts), all as more specifically set forth hereinabove and in the Transaction Documents. As provided in the Transaction Documents and subject to certain limitations therein set forth, this Subordinated Transferor Certificate is exchangeable for a new Subordinated Transferor Certificate of the same Series evidencing a like aggregate fractional undivided interest in the Trust, as requested by the Subordinated Transferor Certificateholder surrendering this Subordinated Transferor Certificate. No service charge will be imposed for any such transfer or exchange, but the Transfer Agent and Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. This Subordinated Transferor Certificate shall be construed in accordance with and governed by the laws of the State of New York.
Appears in 1 contract
Samples: Master Trust Supplement (Elder Beerman Stores Corp)
Signature Guaranteed. NOTICE: The signature to this assignment must correspond with the name of the registered owner as it appears on upon the face of the within Note Certificate in every particular, without alteration, enlargement or any change whatever. Such signature must be guaranteed by an “eligible guarantor institution” meeting the requirements a member of the Note RegistrarNew York Stock Exchange or a commercial bank, which requirements include membership trust company savings bank or participation in STAMP or such other “signature guarantee program” as may be determined by the Note Registrar in addition tosavings and loan institution. EXHIBIT F CONFIRMATION OF COMPUTER TAPE Bay View Acceptance Corporation 1840 Gateway Drive San Mateo, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUING ENTITY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS 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. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. REGISTERED $California 94404 Re: Bay View 2005-XX-0 Xxxxx Xxxxx Xxxxx __________ No.: Year __________ CUSIP No.Under the Trust and Servicing Agreement dated as of July 1, 2005 among Wilmington Trust Company, as Owner Trustee, Bay View Acceptance Corporation, as Servicer, Bay View Deposit Corporation, as Transferor, CenterOne Financial Services LLC, as Back-up Servicer, and JPMorgan Chase Bank, National Association, as Indenture Trustee (the "Servicing Agreement"), the undersigned is hereby providing written confirmation that (i) it has received the Computer Tape and (ii) such Computer Tape is in readable form and in the correct format subject only to minor changes or modifications that would not significantly affect the Back-up Servicer's assumption and performance of the Servicer's duties hereunder (subject to those duties that would be specifically excluded if the Back-up Servicer was the successor Servicer). Capitalized terms shall have the meaning ascribed to such terms in the Servicing Agreement]. CenterOne Financial Services LLC By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- Date: _____ WORLD OMNI AUTO RECEIVABLES TRUST 2019-C, a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuing Entity”), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of ________________ DOLLARS payable on each Payment Date in an amount equal EXHIBIT G FORM OF INVESTMENT LETTER Bay View Deposit Corporation, as Transferor under the Trust and Servicing Agreement Wilmington Trust Company as Certificate Registrar and Owner Trustee Attention: Corporate Capital Markets/ Re: Bay View 2005-LJ-2 Owner Trust Certificates Reference is hereby made to the result obtained by multiplying (i) a fraction the numerator of which is $______ Trust and the denominator of which is $80,300,000 by (ii) the aggregate amountServicing Agreement, if any, payable from the Note Distribution Account in respect of principal on the Class A-4 Notes pursuant to Section 3.01 of the Indenture dated as of November 14July 1, 2019 2004 (as from time to time amended, supplemented or otherwise modified in accordance with the “Indenture”terms thereof, the "Trust and Servicing Agreement"; terms defined therein being used herein as therein defined), between the Issuing Entity and MUFG Union Bank, N.A.Wilmington Trust Company, as Indenture Owner Trustee (the “Indenture "Owner Trustee”"); provided, howeverand Bay View Deposit Corporation, that the entire unpaid principal amount of this Note shall be due as Transferor thereunder and payable on the earlier of the December 2025 Payment Date Bay View Acceptance Corporation, as Servicer (the “Class A-4 Final Scheduled Payment Date”) and the Redemption Date, if any, pursuant to Section 10.01 of the Indenture. Generally, no payments of principal of the Class A-4 Notes shall be made until the Class A-1 Notes, Class A-2 Notes and Class A-3 Notes have been paid in full"Servicer"). Capitalized terms used but not defined herein are defined in Article I of the Indenture, which also contains rules as to construction that shall be applicable herein. BY ACQUIRING A CLASS A-4 NOTE, EACH INITIAL PURCHASER, TRANSFEREE AND OWNER OF A BENEFICIAL INTEREST IN SUCH NOTE WILL BE DEEMED TO REPRESENT THAT EITHER (1) IT IS NOT AND WILL NOT BE AND IS NOT ACTING ON BEHALF OF OR ACQUIRING THE NOTES WITH THE ASSETS OF ANY PERSON THAT IS OR WILL BE (i) AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) THAT IS SUBJECT TO TITLE I OF ERISA, (ii) A “PLAN” DESCRIBED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) THAT IS SUBJECT TO SECTION 4975 OF THE CODE, (iii) ANY ENTITY OR ACCOUNT WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” (WITHIN THE MEANING OF THE DEPARTMENT OF LABOR REGULATION LOCATED AT 29 C.F.R. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) OR (iv) ANY U.S. GOVERNMENTAL PLAN, NON-U.S. PLAN, CHURCH PLAN OR ANY OTHER EMPLOYEE BENEFIT PLAN, ACCOUNT OR ARRANGEMENT THAT IS SUBJECT TO ANY U.S. FEDERAL, STATE, LOCAL OR NON-U.S. LAW THAT IS SUBSTANTIALLY SIMILAR TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”) OR (2) ITS ACQUISITION AND HOLDING OF THE CLASS A-4 NOTES (OR ANY INTEREST THEREIN) WILL NOT GIVE RISE TO A NONEXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION OF SIMILAR LAW. The Issuing Entity will pay interest on this Note at the rate per annum shown above on each Payment Date until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date), subject to certain limitations contained in the last sentence of Section 3.01 of the Indenture. Interest on this Note will accrue for each Payment Date from and including the 15th day of the preceding calendar month (or, for the initial interest accrual period, from and including the Closing Date) to but excluding the 15th day of the current calendar month. Interest will be computed on the basis of a 360-day year of twelve 30-day months. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuing Entity with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same meanings given to them in the Trust and Servicing Agreement. This letter relates to the Certificates (the "Certificates") issued by Bay View 2005-LJ-2 Owner Trust (the "Issuer"), representing $_____________ in Certificate Balance in the Certificates and $_____________ in Certificate Balance registered in the name of [transferor] (the "Transferor"). The Transferor has requested a transfer of the Certificates to [transferee] (the "Transferee"). In connection with such request and in respect of such Certificates, the Transferor does hereby certify as follows: [ ] Such Certificates are being transferred to the Transferee who is certifying herein that it is a qualified institutional buyer (as defined in Rule 144A under the Securities Act of 1933, as amended (the "Securities Act")) in reliance on Rule 144A or [ ] Such Certificates are being transferred in reliance on and in compliance with an exemption from the registration requirements of the Securities Act, other than Rule 144A under the Securities Act, and in compliance with other applicable state and federal securities laws and an opinion of counsel is being furnished to that effect as though fully set forth on simultaneously with the face delivery of this Notecertificate. Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture, or be valid or obligatory for any purpose.The Transferee does hereby certify as follows:
Appears in 1 contract
Samples: Trust and Servicing Agreement (Bay View Deposit CORP)
Signature Guaranteed. NOTICE2 NOTE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whateverwhatsoever. Such signature must be guaranteed by an THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “eligible guarantor institutionSECURITIES ACT”), OR UNDER ANY STATE SECURITIES OR BLUE SKY LAW OF ANY STATE. THE HOLDER HEREOF, BY PURCHASING THIS NOTE, AGREES THAT THIS NOTE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER REQUIREMENTS OF LAWS AND ONLY (1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A “QIB”) WHO IS A QUALIFIED PURCHASER FOR PURPOSES OF SECTION 3(c)(7) UNDER THE INVESTMENT COMPANY ACT OF 1940 (A “QUALIFIED PURCHASER”) PURCHASING FOR ITS OWN ACCOUNT OR A QIB WHO IS A QUALIFIED PURCHASER PURCHASING FOR THE ACCOUNT OF A QIB WHO IS A QUALIFIED PURCHASER, WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) IN CERTIFICATED FORM TO AN INSTITUTIONAL “ACCREDITED INVESTOR” meeting the requirements of the Note Registrar(WITHIN THE MEANING OF RULE 501 (a)(1)–(3) OR (7) UNDER THE SECURITIES ACT) THAT IS ALSO A QUALIFIED PURCHASER, which requirements include membership or participation in STAMP or such other PURCHASING FOR INVESTMENT AND NOT FOR DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, IN EACH CASE, SUBJECT TO (A) THE RECEIPT BY THE INDENTURE TRUSTEE OF A LETTER SUBSTANTIALLY IN THE FORM PROVIDED IN THE INDENTURE AND (B) THE RECEIPT BY THE INDENTURE TRUSTEE OF SUCH OTHER EVIDENCE ACCEPTABLE TO THE INDENTURE TRUSTEE THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER REQUIREMENTS OF LAWS OR IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED STATES AND SECURITIES AND BLUE SKY LAWS OF ANY STATE OF THE UNITED STATES AND ANY OTHER APPLICABLE JURISDICTION, (3) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATIONS UNDER THE SECURITIES ACT, (4) PURSUANT TO ANOTHER EXEMPTION AVAILABLE UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES LAWS, OR (5) PURSUANT TO A VALID REGISTRATION STATEMENT. THE PURCHASE OF THIS NOTE WILL BE DEEMED A REPRESENTATION BY THE ACQUIRER THAT EITHER: (I) IT IS NOT, AND IS NOT ACQUIRING OR HOLDING THIS NOTE, DIRECTLY OR INDIRECTLY, ON BEHALF OF OR WITH ANY ASSETS OF, AN “signature guarantee programEMPLOYEE BENEFIT PLAN” as may be determined by the Note Registrar in addition toAS DEFINED IN SECTION 3(3) OF ERISA THAT IS SUBJECT TO TITLE I OF ERISA, or in substitution forA “PLAN” DESCRIBED IN AND SUBJECT TO SECTION 4975 OF THE CODE (COLLECTIVELY, STAMPA “PLAN”), all in accordance with the Securities Exchange Act of 1934OR OTHER PLAN OR ARRANGEMENT SUBJECT TO ANY FEDERAL, as amendedSTATE, LOCAL, NON-U.S. OR OTHER LAW SUBSTANTIVELY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAW”); OR (II) ITS ACQUISITION AND HOLDING OF THIS NOTE WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR OTHER PLAN OR A VIOLATION OF SIMILAR LAW. [IF HELD BY DTC] [UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUING ENTITY ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS 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. .] [IF REGULATION S GLOBAL NOTE] [THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT AND PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE LATER OF THE COMMENCEMENT OF THE OFFERING AND THE ORIGINAL ISSUE DATE OF THE NOTES, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.] THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. THE RIGHTS OF THE HOLDER OF THIS CLASS B NOTE TO RECEIVE INTEREST ARE SUBORDINATED TO THE RIGHTS OF THE HOLDERS OF THE CLASS A NOTES TO RECEIVE INTEREST AND THE RIGHTS OF THE HOLDERS OF THIS CLASS B NOTE TO RECEIVE PRINCIPAL ARE SUBORDINATED TO THE RIGHTS OF THE HOLDERS OF THE CLASS A NOTES TO RECEIVE PRINCIPAL AND INTEREST TO THE EXTENT SET FORTH IN THE SALE AND SERVICING AGREEMENT. REGISTERED $__________ $ No.: ____ CUSIP No.: _____ WORLD OMNI AUTO RECEIVABLES TRUST 2019. B– April 11, 2006 CapitalSource Commercial Loan Trust 2006-C1, a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuing EntityIssuer”), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of ___________ DOLLARS payable on each Payment Date in an amount equal to the result obtained by multiplying (i) a fraction fraction, the numerator of which is $______ the initial principal balance of this Class B Note and the denominator of which is $80,300,000 the Initial Class B Principal Balance by (ii) the aggregate amount, if any, payable from the Note Distribution Account in respect of principal on the Class A-4 B Notes pursuant to Section 3.01 of the Indenture dated as of November 14, 2019 (the “Indenture”), between the Issuing Entity and MUFG Union Bank, N.A., as Indenture Trustee (the “Indenture Trustee”); provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of the December 2025 Payment Date (the “Class A-4 Final Scheduled Payment Date”) and the Redemption Date, if any, pursuant to Section 10.01 3.05 of the Indenture. Generally, no payments of principal of the Class A-4 Notes shall be made until the Class A-1 Notes, Class A-2 Notes and Class A-3 Notes have been paid in full. Capitalized terms used but not defined herein are defined in Article I of the Indenture, which also contains rules as to construction that shall be applicable herein. BY ACQUIRING A CLASS A-4 NOTE, EACH INITIAL PURCHASER, TRANSFEREE AND OWNER OF A BENEFICIAL INTEREST IN SUCH NOTE WILL BE DEEMED TO REPRESENT THAT EITHER (1) IT IS NOT AND WILL NOT BE AND IS NOT ACTING ON BEHALF OF OR ACQUIRING THE NOTES WITH THE ASSETS OF ANY PERSON THAT IS OR WILL BE (i) AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) THAT IS SUBJECT TO TITLE I OF ERISA, (ii) A “PLAN” DESCRIBED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) THAT IS SUBJECT TO SECTION 4975 OF THE CODE, (iii) ANY ENTITY OR ACCOUNT WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” (WITHIN THE MEANING OF THE DEPARTMENT OF LABOR REGULATION LOCATED AT 29 C.F.R. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) OR (iv) ANY U.S. GOVERNMENTAL PLAN, NON-U.S. PLAN, CHURCH PLAN OR ANY OTHER EMPLOYEE BENEFIT PLAN, ACCOUNT OR ARRANGEMENT THAT IS SUBJECT TO ANY U.S. FEDERAL, STATE, LOCAL OR NON-U.S. LAW THAT IS SUBSTANTIALLY SIMILAR TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”) OR (2) ITS ACQUISITION AND HOLDING OF THE CLASS A-4 NOTES (OR ANY INTEREST THEREIN) WILL NOT GIVE RISE TO A NONEXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION OF SIMILAR LAW. The Issuing Entity will pay interest on this Note at the rate per annum shown above on each Payment Date until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date), subject to certain limitations contained in the last sentence of Section 3.01 of the Indenture. Interest on this Note will accrue for each Payment Date from and including the 15th day of the preceding calendar month (or, for the initial interest accrual period, from and including the Closing Date) to but excluding the 15th day of the current calendar month. Interest will be computed on the basis of a 360-day year of twelve 30-day months. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. The principal of and interest on this Class B Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuing Entity Issuer with respect to this Class B Note shall be applied first to interest due and payable on this Class B Note as provided above and then to the unpaid principal of this Class B Note. Reference is made to the further provisions of this Class B Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Class B Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Class B Note shall not be entitled to any benefit under the IndentureIndenture referred to on the reverse hereof, or be valid or obligatory for any purpose.
Appears in 1 contract
Samples: Indenture (Capitalsource Inc)
Signature Guaranteed. NOTICESignature must be guaranteed by an eligible Notice: The signature to signature(s) on this assignment guarantor institution which is a participant must correspond with the name of the registered owner name(s) as it appears in the Securities Transfer Medallion Program on the face of the within Note in every (STAMP) or similar guarantee program. particular, without alteration, Agent's alteration signature or enlargement or any change whateverwhatsoever. Such signature must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation in STAMP or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUING ENTITY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS 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. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. REGISTERED $__________ No.: ____ CUSIP No.: _____ WORLD OMNI AUTO RECEIVABLES TRUST 2019-C, a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuing Entity”), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of _____________________ DOLLARS payable on (Authorized Officer) EXHIBIT G FORM OF NOTE DEPOSITORY AGREEMENT [Standard Form DTC Letter of Representations] ANNEX A FORM OF INVESTOR'S LETTER Xxxxxx Trust and Savings Bank 000 Xxxx Xxxxxx Xxxxxx, 00xx Xxxxx Xxxxxxx, Xxxxxxxx 00000 Attention: Indenture Trust Administration Re: Fidelity Equipment Lease Trust 1999-1, Receivable-Backed Notes, Series 1999-1 Ladies and Gentlemen: [[For Institutional Accredited Investors only] 1. We are an institutional "accredited investor" (an entity meeting the requirements of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act of 1933, as amended (the "Securities Act")) and have such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of our investment in the Notes, and we and any accounts for which we are acting are each Payment Date in an amount equal able to bear the result obtained economic risk of our or its investment. We are acquiring the Notes purchased by multiplying us for our own account or for one or more accounts (i) a fraction the numerator each of which is $______ an "institutional accredited investor") as to each of which we exercise sole investment discretion.] [[For Qualified Institutional Buyers only] 1. The Purchaser is a "qualified institutional buyer" within the meaning of Rule 144A ("Rule 144A") promulgated under the Securities Act of 1933, as amended (the "Securities Act"). The Purchaser is aware that the transfer is being made in reliance on Rule 144A, and the denominator of which is $80,300,000 by (ii) Purchaser has had the aggregate amount, if any, payable from opportunity to obtain the Note Distribution Account in respect of principal on the Class A-4 Notes information required to be provided pursuant to Section 3.01 of the Indenture dated as of November 14, 2019 paragraph (the “Indenture”), between the Issuing Entity and MUFG Union Bank, N.A., as Indenture Trustee (the “Indenture Trustee”); provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of the December 2025 Payment Date (the “Class A-4 Final Scheduled Payment Date”d)(4)(i) and the Redemption Date, if any, pursuant to Section 10.01 of the Indenture. Generally, no payments of principal of the Class A-4 Notes shall be made until the Class A-1 Notes, Class A-2 Notes and Class A-3 Notes have been paid in full. Capitalized terms used but not defined herein are defined in Article I of the Indenture, which also contains rules as to construction that shall be applicable herein. BY ACQUIRING A CLASS A-4 NOTE, EACH INITIAL PURCHASER, TRANSFEREE AND OWNER OF A BENEFICIAL INTEREST IN SUCH NOTE WILL BE DEEMED TO REPRESENT THAT EITHER (1) IT IS NOT AND WILL NOT BE AND IS NOT ACTING ON BEHALF OF OR ACQUIRING THE NOTES WITH THE ASSETS OF ANY PERSON THAT IS OR WILL BE (i) AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) THAT IS SUBJECT TO TITLE I OF ERISA, (ii) A “PLAN” DESCRIBED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) THAT IS SUBJECT TO SECTION 4975 OF THE CODE, (iii) ANY ENTITY OR ACCOUNT WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” (WITHIN THE MEANING OF THE DEPARTMENT OF LABOR REGULATION LOCATED AT 29 C.F.R. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) OR (iv) ANY U.S. GOVERNMENTAL PLAN, NON-U.S. PLAN, CHURCH PLAN OR ANY OTHER EMPLOYEE BENEFIT PLAN, ACCOUNT OR ARRANGEMENT THAT IS SUBJECT TO ANY U.S. FEDERAL, STATE, LOCAL OR NON-U.S. LAW THAT IS SUBSTANTIALLY SIMILAR TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”) OR (2) ITS ACQUISITION AND HOLDING OF THE CLASS A-4 NOTES (OR ANY INTEREST THEREIN) WILL NOT GIVE RISE TO A NONEXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION OF SIMILAR LAW. The Issuing Entity will pay interest on this Note at the rate per annum shown above on each Payment Date until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date), subject to certain limitations contained in the last sentence of Section 3.01 of the Indenture. Interest on this Note will accrue for each Payment Date from and including the 15th day of the preceding calendar month (or, for the initial interest accrual period, from and including the Closing Date) to but excluding the 15th day of the current calendar month. Interest will be computed on the basis of a 360-day year of twelve 30-day months. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuing Entity with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture, or be valid or obligatory for any purpose.Rule 144A.]
Appears in 1 contract
Samples: Indenture (Fidelity Leasing Inc)
Signature Guaranteed. NOTICE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatever. Such signature must be guaranteed by an “eligible guarantor institution” meeting the requirements a commercial bank or trust company or by a member firm of the Note RegistrarNew York Stock Exchange or another national certificates exchange. Notarized or witnessed signatures are not acceptable. 111484 GSR 2004-7 Trust Agreement DISTRIBUTION INSTRUCTIONS The assignee should include the following for purposes of distribution: Distribution shall be made, which requirements include membership by wire transfer or participation otherwise, in STAMP or such other “signature guarantee program” as may be determined by immediately available funds, to ___________________________, for the Note Registrar in addition toaccount of _____________________, account number _________________, or in substitution forif mailed by check to ______________________________. Applicable reports and statements should be mailed to __________________________. This information is provided by ____________________________, STAMPthe assignee named above, all in accordance with the Securities Exchange Act of 1934or _______________, as amendedagent. 111484 GSR 2004-7 Trust Agreement EXHIBIT 4A1 FORM OF CLASS 4A1 CERTIFICATE GS MORTGAGE SECURITIES CORP., DEPOSITOR MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-7 CLASS 4A1 CERTIFICATE UNLESS THIS NOTE CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“"DTC”"), TO THE ISSUING ENTITY TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE EXCHANGE, OR PAYMENT, AND ANY NOTE CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE 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. THIS CLASS 4A1 CERTIFICATE IS SUBORDINATED TO THE EXTENT DESCRIBED HEREIN AND IN THE TRUST AGREEMENT REFERENCED HEREIN. THIS CLASS 4A1 CERTIFICATE REPRESENTS A REMIC REGULAR INTEREST FOR FEDERAL INCOME TAX PURPOSES. THE PRINCIPAL OF THIS NOTE CLASS 4A1 CERTIFICATE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREINSUBJECT TO PREPAYMENT FROM TIME TO TIME WITHOUT SURRENDER OF OR NOTATION ON THIS CERTIFICATE. ACCORDINGLY, THE OUTSTANDING AMOUNT CERTIFICATE PRINCIPAL BALANCE OF THIS NOTE AT ANY TIME CERTIFICATE MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOFTHAT SET FORTH BELOW. REGISTERED $__________ No.: ____ CUSIP No.: _____ WORLD OMNI AUTO RECEIVABLES TRUST 2019-C, a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuing Entity”), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of ___________ DOLLARS payable on each Payment Date in an amount equal to the result obtained by multiplying (i) a fraction the numerator of which is $______ and the denominator of which is $80,300,000 by (ii) the aggregate amount, if any, payable from the Note Distribution Account in respect of principal on the Class A-4 Notes pursuant to Section 3.01 of the Indenture dated as of November 14, 2019 (the “Indenture”), between the Issuing Entity and MUFG Union Bank, N.A., as Indenture Trustee (the “Indenture Trustee”); provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of the December 2025 Payment Date (the “Class A-4 Final Scheduled Payment Date”) and the Redemption Date, if any, pursuant to Section 10.01 of the Indenture. Generally, no payments of principal of the Class A-4 Notes shall be made until the Class A-1 Notes, Class A-2 Notes and Class A-3 Notes have been paid in full. Capitalized terms used but not defined herein are defined in Article I of the Indenture, which also contains rules as to construction that shall be applicable herein. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE PRINCIPAL BALANCE BY ACQUIRING A CLASS A-4 NOTE, EACH INITIAL PURCHASER, TRANSFEREE AND OWNER OF A BENEFICIAL INTEREST IN SUCH NOTE WILL BE DEEMED TO REPRESENT THAT EITHER (1) IT IS NOT AND WILL NOT BE AND IS NOT ACTING ON BEHALF OF OR ACQUIRING THE NOTES WITH THE ASSETS OF ANY PERSON THAT IS OR WILL BE (i) AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) INQUIRY OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974TRUSTEE. 111484 GSR 2004-7 Trust Agreement 4A-1 GS MORTGAGE SECURITIES CORP., AS AMENDED (“ERISA”DEPOSITOR MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-7 CLASS 4A1 CERTIFICATE INITIAL CERTIFICATE RATE APPROXIMATE AGGREGATE INITIAL PER ANNUM: 4.873%(6) THAT IS SUBJECT TO TITLE I OF ERISA, (ii) A “PLAN” DESCRIBED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) THAT IS SUBJECT TO SECTION 4975 OF THE CODE, (iii) ANY ENTITY OR ACCOUNT WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” (WITHIN THE MEANING OF THE DEPARTMENT OF LABOR REGULATION LOCATED AT 29 C.F.R. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) OR (iv) ANY U.S. GOVERNMENTAL PLAN, NON-U.S. PLAN, CHURCH PLAN OR ANY OTHER EMPLOYEE BENEFIT PLAN, ACCOUNT OR ARRANGEMENT THAT IS SUBJECT TO ANY U.S. FEDERAL, STATE, LOCAL OR NON-U.S. LAW THAT IS SUBSTANTIALLY SIMILAR TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”) OR (2) ITS ACQUISITION AND HOLDING CERTIFICATE PRINCIPAL BALANCE OF THE CLASS A-4 NOTES (OR ANY INTEREST THEREIN) WILL NOT GIVE RISE TO A NONEXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 4A1 CERTIFICATES AS OF THE CODE OR A VIOLATION CLOSING DATE: $96,059,000 PERCENTAGE INTEREST: 100% MINIMUM DENOMINATION: $25,000 AND $1 IN EXCESS OF SIMILAR LAW$25,000 DATE OF THE TRUST APPROXIMATE AGGREGATE AGREEMENT: SCHEDULED PRINCIPAL BALANCE AS JUNE 1, 2004 OF THE CUT-OFF DATE OF THE MORTGAGE LOANS HELD BY THE TRUST: $699,836,637 CLOSING DATE: SERVICERS: JUNE 30, 2004 COUNTRYWIDE HOME LOANS SERVICING LP NATIONAL CITY MORTGAGE CO. The Issuing Entity will pay interest on this Note at the rate per annum shown above on each Payment Date until the principal of this Note is paid or made available for paymentFIRST DISTRIBUTION DATE: JULY 26, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date)2004 FINAL SCHEDULED TRUSTEE: JPMORGAN CHASE BANK DISTRIBUTION DATE: CUSTODIAN: JPMORGAN CHASE BANK JUNE 25, subject to certain limitations contained in the last sentence of Section 3.01 of the Indenture. Interest on this Note will accrue for each Payment Date from and including the 15th day of the preceding calendar month (or, for the initial interest accrual period, from and including the Closing Date) to but excluding the 15th day of the current calendar month. Interest will be computed on the basis of a 360-day year of twelve 30-day months. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuing Entity with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture, or be valid or obligatory for any purpose.2034
Appears in 1 contract
Samples: Trust Agreement (Gs Mortgage Securities Corp GSR Trust 2004-7)
Signature Guaranteed. NOTICE1 NOTE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particularNote, without alteration, enlargement or any change whateverwhatsoever. Such signature must be guaranteed by The initial principal balance of this Regulation S Global Series 2006-1 Class A-2 Note is $[ ]. The following exchanges of an interest in this Regulation S Global Series 2006-1 Class A-2 Note for an interest in a corresponding Restricted Global Series 2006-1 Class A-2 Note or an Unrestricted Global Series 2006-1 Class A-2 Note have been made: THIS UNRESTRICTED GLOBAL SERIES 2006-1 CLASS A-2 NOTE (THIS “eligible guarantor institutionNOTE”) HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER RELEVANT JURISDICTION, AND NONE OF SONIC CAPITAL LLC, SONIC INDUSTRIES FRANCHISING LLC, AMERICA’S DRIVE-IN HOLDING INC., AMERICA’S DRIVE-IN BRAND PROPERTIES LLC, AMERICA’S DRIVE-IN RESTAURANTS LLC, SRI REAL ESTATE HOLDING LLC AND SRI REAL ESTATE PROPERTIES LLC (THE “CO-ISSUERS”) HAS BEEN REGISTERED UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “INVESTMENT COMPANY ACT”). THIS NOTE OR ANY INTEREST HEREIN MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) IN THE UNITED STATES TO AN INITIAL PURCHASER OR A SUBSEQUENT TRANSFEREE WHO IS NOT A COMPETITOR AND IS BOTH A “QUALIFIED INSTITUTIONAL BUYER” meeting the requirements of the Note RegistrarAS DEFINED IN RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) AND A “QUALIFIED PURCHASER” (WITHIN THE MEANING OF THE INVESTMENT COMPANY ACT), which requirements include membership or participation in STAMP or such other ACTING FOR ITS OWN ACCOUNT OR THE ACCOUNT OF ANOTHER PERSON, WHO IS NOT A COMPETITOR AND IS BOTH A QUALIFIED INSTITUTIONAL BUYER AND A QUALIFIED PURCHASER, WITH RESPECT TO WHICH SUCH INITIAL PURCHASER OR SUBSEQUENT TRANSFEREE EXERCISES SOLE INVESTMENT DISCRETION OR (B) OUTSIDE THE UNITED STATES TO AN INITIAL PURCHASER OR A SUBSEQUENT TRANSFEREE WHO IS NOT A COMPETITOR AND IS A QUALIFIED PURCHASER AND NEITHER A U.S. PERSON (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT (“signature guarantee programREGULATION S”)) NOR A U.S. RESIDENT (WITHIN THE MEANING OF THE INVESTMENT COMPANY ACT), ACTING FOR ITS OWN ACCOUNT OR THE ACCOUNT OF ANOTHER PERSON, WHO IS NOT A COMPETITOR AND IS A QUALIFIED PURCHASER, AND NEITHER A U.S. PERSON (AS DEFINED IN REGULATION S) NOR A U.S. RESIDENT (WITHIN THE MEANING OF THE INVESTMENT COMPANY ACT), WITH RESPECT TO WHICH SUCH INITIAL PURCHASER OR SUBSEQUENT TRANSFEREE EXERCISES SOLE INVESTMENT DISCRETION, IN OFFSHORE TRANSACTIONS IN RELIANCE ON REGULATION S, AND, IN EACH CASE, IN COMPLIANCE WITH THE CERTIFICATIONS AND OTHER REQUIREMENTS SPECIFIED IN THE INDENTURE REFERRED TO HEREIN AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR THE UNITED STATES AND ANY OTHER RELEVANT JURISDICTION. BY ITS ACQUISITION OR ACCEPTANCE HEREOF, THE HOLDER REPRESENTS THAT (A) IT IS NOT A COMPETITOR AND IS (X) A “QUALIFIED INSTITUTIONAL BUYER” as may be determined by the Note Registrar in addition toAS DEFINED IN RULE 144A AND A “QUALIFIED PURCHASER” (WITHIN THE MEANING OF THE INVESTMENT COMPANY ACT) OR (Y) A “QUALIFIED PURCHASER” (WITHIN THE MEANING OF THE INVESTMENT COMPANY ACT) AND NEITHER A U.S. RESIDENT NOR A U.S. PERSON AND IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION, or in substitution forAS APPLICABLE, STAMP(B) IT IS ACTING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER PERSON WHICH IS NOT A COMPETITOR AND IS EITHER (X) A QUALIFIED INSTITUTIONAL BUYER AND A QUALIFIED PURCHASER OR (Y) A QUALIFIED PURCHASER AND NEITHER A U.S. RESIDENT NOR A U.S. PERSON, all in accordance with the Securities Exchange Act of 1934AS APPLICABLE, as amendedAND IN EACH CASE WITH RESPECT TO WHICH IT EXERCISES SOLE INVESTMENT DISCRETION, (C) IT AND EACH ACCOUNT FOR WHICH IT IS PURCHASING WILL HOLD AND TRANSFER AT LEAST THE MINIMUM DENOMINATION OF NOTES, (D) IT UNDERSTANDS THAT THE CO-ISSUERS MAY RECEIVE A LIST OF PARTICIPANTS HOLDING POSITIONS IN THEIR NOTES FROM ONE OR MORE BOOK-ENTRY DEPOSITORIES, (E) IT WILL PROVIDE NOTICE OF THE TRANSFER RESTRICTIONS TO ANY SUBSEQUENT TRANSFEREES, (F) IT IS NOT A BROKER-DEALER OF THE TYPE DESCRIBED IN PARAGRAPH (a)(1)(ii) OF RULE 000X XXXXX XXXX XXX XXXXXXX XX A DISCRETIONARY BASIS LESS THAN $25,000,000 IN SECURITIES OF ISSUERS THAT ARE NOT AFFILIATED TO IT, (G) IT IS NOT A PARTICIPANT-DIRECTED EMPLOYEE PLAN, SUCH AS A 401(k) PLAN, OR ANY OTHER TYPE OF PLAN REFERRED TO IN PARAGRAPH (a)(1)(i)(D) OR (a)(1)(i)(E) OF RULE 144A, OR A TRUST FUND REFERRED TO IN PARAGRAPH (a)(1)(i)(F) OF RULE 144A THAT HOLDS THE ASSETS OF SUCH A PLAN, (H) IT IS NOT FORMED FOR THE PURPOSE OF INVESTING IN THE CO-ISSUERS (EXCEPT WHERE EACH BENEFICIAL OWNER IS (X) BOTH A QUALIFIED PURCHASER AND A QUALIFIED INSTITUTIONAL BUYER OR (Y) A QUALIFIED PURCHASER AND NEITHER A U.S. RESIDENT NOR A U.S. PERSON, AS APPLICABLE), AND (I) IF IT IS A SECTION 3(c)(1) OR SECTION 3(c)(7) INVESTMENT COMPANY, OR A SECTION 7(d) FOREIGN INVESTMENT COMPANY RELYING ON SECTION 3(c)(1) OR SECTION 3(c)(7) OF THE INVESTMENT COMPANY ACT WITH RESPECT TO ITS U.S. HOLDERS, AND WAS FORMED ON OR BEFORE APRIL 30, 1996, IT HAS RECEIVED THE NECESSARY CONSENT FROM ITS BENEFICIAL OWNERS AS REQUIRED BY THE INVESTMENT COMPANY ACT. EACH INITIAL PURCHASER AND EACH SUBSEQUENT TRANSFEREE TAKING DELIVERY OF THIS NOTE OR AN INTEREST IN THIS NOTE WILL BE DEEMED TO HAVE MADE THE APPLICABLE REPRESENTATIONS AND AGREEMENTS REFERRED TO IN THE INDENTURE. EACH INITIAL PURCHASER AND EACH SUBSEQUENT TRANSFEREE TAKING DELIVERY OF THIS NOTE OR AN INTEREST IN THIS NOTE IN THE FORM OF AN INTEREST IN A REGULATION S GLOBAL NOTE OR AN UNRESTRICTED GLOBAL NOTE WILL BE REQUIRED TO DELIVER A TRANSFER CERTIFICATE IN THE FORM REQUIRED BY THE INDENTURE AND WILL BE REQUIRED TO MAKE THE APPLICABLE REPRESENTATIONS AND AGREEMENTS REFERRED TO IN THE INDENTURE. ANY TRANSFER OF THIS NOTE IN VIOLATION OF THE FOREGOING WILL BE OF NO FORCE AND EFFECT AND WILL BE VOID AB INITIO AND WILL NOT OPERATE TO TRANSFER ANY RIGHTS TO THE INITIAL PURCHASER OR SUBSEQUENT TRANSFEREE, NOTWITHSTANDING ANY INSTRUCTIONS TO THE CONTRARY TO THE CO-ISSUERS, THE TRUSTEE OR ANY INTERMEDIARY. IF THIS NOTE WAS ACQUIRED IN THE UNITED STATES, AND THE HOLDER IS DETERMINED TO BE A COMPETITOR OR NOT TO HAVE BEEN BOTH A QUALIFIED INSTITUTIONAL BUYER AND A QUALIFIED PURCHASER AT THE TIME OF ACQUISITION OF THIS NOTE, THE CO-ISSUERS HAVE THE RIGHT TO REQUIRE SUCH HOLDER TO SELL THIS NOTE TO A PURCHASER WHO IS NOT A COMPETITOR AND IS BOTH A QUALIFIED INSTITUTIONAL BUYER AND A QUALIFIED PURCHASER. THE CO-ISSUERS ALSO HAVE THE RIGHT TO REFUSE TO HONOR A TRANSFER TO A PERSON WHO IS NOT BOTH A QUALIFIED INSTITUTIONAL BUYER AND A QUALIFIED PURCHASER OR WHO IS A COMPETITOR. IF THIS NOTE WAS ACQUIRED OUTSIDE THE UNITED STATES, AND THE HOLDER IS DETERMINED TO BE A COMPETITOR OR NOT TO HAVE BEEN A QUALIFIED PURCHASER AND NEITHER A “U.S. PERSON” NOR A “U.S. RESIDENT” AT THE TIME OF ACQUISITION OF THIS NOTE, THE CO-ISSUERS HAVE THE RIGHT TO REQUIRE SUCH HOLDER TO SELL THIS NOTE TO A PURCHASER WHO IS NOT A COMPETITOR AND IS A QUALIFIED PURCHASER AND NEITHER A “U.S. PERSON” NOR A “U.S. RESIDENT”. THE CO-ISSUERS ALSO HAVE THE RIGHT TO REFUSE TO HONOR A TRANSFER TO A PERSON WHO IS NOT A QUALIFIED PURCHASER AND NEITHER A “U.S. PERSON” NOR A “U.S. RESIDENT” OR WHO IS A COMPETITOR. THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY (“DTC”), A NEW YORK CORPORATION, 00 XXXXX XXXXXX, XXX XXXX, XXX XXXX 00000, OR A NOMINEE THEREOF. THIS NOTE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS NOTE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN DTC OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), DTC TO THE ISSUING ENTITY CO-ISSUERS OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENTTHE REGISTRAR, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (DTC, AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS 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 BECAUSE THE REGISTERED OWNER HEREOFOWNER, CEDE & CO., HAS AN INTEREST HEREIN. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. REGISTERED $ANY PERSON ACQUIRING THIS NOTE MAY ASCERTAIN ITS CURRENT PRINCIPAL AMOUNT BY INQUIRY OF THE TRUSTEE. No. R- up to $ [______________ No.: ____ CUSIP No.: _____ WORLD OMNI AUTO RECEIVABLES TRUST 2019-C] SONIC CAPITAL LLC, a statutory trust organized limited liability company formed under the laws of the State of Delaware, SONIC INDUSTRIES FRANCHISING LLC, a limited liability company formed under the laws of the State of Delaware, AMERICA’S DRIVE-IN HOLDING INC., a corporation incorporated under the laws of the State of Kansas, AMERICA’S DRIVE-IN BRAND PROPERTIES LLC, a limited liability company formed under the laws of the State of Kansas, AMERICA’S DRIVE-IN RESTAURANTS LLC, a limited liability company formed under the laws of the State of Kansas, SRI REAL ESTATE HOLDING LLC, a limited liability company formed under the laws of the State of Delaware and existing SRI REAL ESTATE PROPERTIES LLC, a limited liability company formed under the laws of the State of Delaware (herein referred to to, collectively, as the “Issuing EntityCo-Issuers”), for value received, hereby promises promise to pay to Cede CEDE & Co., CO. or registered assigns, up to the principal sum of ___________ [ ] DOLLARS payable on each Payment Date ($[ ]) as provided below and in an amount equal the Indenture referred to the result obtained by multiplying (i) a fraction the numerator of which is $______ and the denominator of which is $80,300,000 by (ii) the aggregate amount, if any, payable from the Note Distribution Account in respect herein. Payments of principal on shall be payable in the Class A-4 Notes pursuant to Section 3.01 of amounts and at the times set forth in the Indenture dated as of November 14, 2019 (the “Indenture”), between the Issuing Entity and MUFG Union Bank, N.A., as Indenture Trustee (the “Indenture Trustee”)described herein; provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of the December 2025 Payment Date 20, 2031 (the “Class A-4 Series 2006-1 Legal Final Scheduled Payment Maturity Date”) and the Redemption Date, if any, pursuant to Section 10.01 of the Indenture. Generally, no payments of principal of the Class A-4 Notes shall be made until the Class A-1 Notes, Class A-2 Notes and Class A-3 Notes have been paid in full. Capitalized terms used but not defined herein are defined in Article I of the Indenture, which also contains rules as to construction that shall be applicable herein. BY ACQUIRING A CLASS A-4 NOTE, EACH INITIAL PURCHASER, TRANSFEREE AND OWNER OF A BENEFICIAL INTEREST IN SUCH NOTE WILL BE DEEMED TO REPRESENT THAT EITHER (1) IT IS NOT AND WILL NOT BE AND IS NOT ACTING ON BEHALF OF OR ACQUIRING THE NOTES WITH THE ASSETS OF ANY PERSON THAT IS OR WILL BE (i) AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) THAT IS SUBJECT TO TITLE I OF ERISA, (ii) A “PLAN” DESCRIBED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) THAT IS SUBJECT TO SECTION 4975 OF THE CODE, (iii) ANY ENTITY OR ACCOUNT WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” (WITHIN THE MEANING OF THE DEPARTMENT OF LABOR REGULATION LOCATED AT 29 C.F.R. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) OR (iv) ANY U.S. GOVERNMENTAL PLAN, NON-U.S. PLAN, CHURCH PLAN OR ANY OTHER EMPLOYEE BENEFIT PLAN, ACCOUNT OR ARRANGEMENT THAT IS SUBJECT TO ANY U.S. FEDERAL, STATE, LOCAL OR NON-U.S. LAW THAT IS SUBSTANTIALLY SIMILAR TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”) OR (2) ITS ACQUISITION AND HOLDING OF THE CLASS A-4 NOTES (OR ANY INTEREST THEREIN) WILL NOT GIVE RISE TO A NONEXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION OF SIMILAR LAW). The Issuing Entity Co-Issuers will pay interest on this Restricted Global Series 2006-1 Class A-2 Note (this “Note”) at the rate per annum shown above on each Payment Date until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date), subject to certain limitations contained in the last sentence of Section 3.01 of the Indenture. Interest on this Note will accrue for each Payment Date from and including the 15th day of the preceding calendar month (or, for the initial interest accrual period, from and including the Closing Date) to but excluding the 15th day of the current calendar month. Interest will be computed on the basis of a 360-day year of twelve 30-day months. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. Series The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuing Entity Co-Issuers with respect to this Note shall be applied first to interest due and payable on this Note as provided above in the Indenture. This Note is subject to mandatory and then to the unpaid principal of this Note. Reference is made to the further provisions of this Note optional prepayment as set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under in the Indenture, or be valid or obligatory for any purpose.
Appears in 1 contract
Samples: Indenture Supplement (Sonic Corp)
Signature Guaranteed. NOTICE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatever. Such signature must be guaranteed by an “eligible guarantor institution” meeting the requirements a commercial bank or trust company or by a member firm of the Note RegistrarNew York Stock Exchange or another national certificates exchange. Notarized or witnessed signatures are not acceptable. 111484 GSR 2004-7 Trust Agreement DISTRIBUTION INSTRUCTIONS The assignee should include the following for purposes of distribution: Distribution shall be made, which requirements include membership by wire transfer or participation otherwise, in STAMP or such other “signature guarantee program” as may be determined by immediately available funds, to ___________________________, for the Note Registrar in addition toaccount of _____________________, account number _________________, or in substitution forif mailed by check to ______________________________. Applicable reports and statements should be mailed to __________________________. This information is provided by ____________________________, STAMPthe assignee named above, all in accordance with the Securities Exchange Act of 1934or _______________, as amendedagent. 111484 GSR 2004-7 Trust Agreement B2-10 EXHIBIT B3 FORM OF CLASS B3 CERTIFICATE GS MORTGAGE SECURITIES CORP., DEPOSITOR MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-7 CLASS B3 CERTIFICATE UNLESS THIS NOTE CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“"DTC”"), TO THE ISSUING ENTITY TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE EXCHANGE, OR PAYMENT, AND ANY NOTE CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE 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. THIS CLASS B3 CERTIFICATE IS SUBORDINATED TO THE EXTENT DESCRIBED HEREIN AND IN THE TRUST AGREEMENT REFERENCED HEREIN. THIS CLASS B3 CERTIFICATE REPRESENTS A REMIC REGULAR INTEREST FOR FEDERAL INCOME TAX PURPOSES. THE PRINCIPAL OF THIS NOTE CLASS B3 CERTIFICATE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREINSUBJECT TO PREPAYMENT FROM TIME TO TIME WITHOUT SURRENDER OF OR NOTATION ON THIS CERTIFICATE. ACCORDINGLY, THE OUTSTANDING AMOUNT CERTIFICATE PRINCIPAL BALANCE OF THIS NOTE AT ANY TIME CERTIFICATE MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOFTHAT SET FORTH BELOW. REGISTERED $__________ No.: ____ CUSIP No.: _____ WORLD OMNI AUTO RECEIVABLES TRUST 2019-C, a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuing Entity”), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of ___________ DOLLARS payable on each Payment Date in an amount equal to the result obtained by multiplying (i) a fraction the numerator of which is $______ and the denominator of which is $80,300,000 by (ii) the aggregate amount, if any, payable from the Note Distribution Account in respect of principal on the Class A-4 Notes pursuant to Section 3.01 of the Indenture dated as of November 14, 2019 (the “Indenture”), between the Issuing Entity and MUFG Union Bank, N.A., as Indenture Trustee (the “Indenture Trustee”); provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of the December 2025 Payment Date (the “Class A-4 Final Scheduled Payment Date”) and the Redemption Date, if any, pursuant to Section 10.01 of the Indenture. Generally, no payments of principal of the Class A-4 Notes shall be made until the Class A-1 Notes, Class A-2 Notes and Class A-3 Notes have been paid in full. Capitalized terms used but not defined herein are defined in Article I of the Indenture, which also contains rules as to construction that shall be applicable herein. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE PRINCIPAL BALANCE BY ACQUIRING A CLASS A-4 NOTE, EACH INITIAL PURCHASER, TRANSFEREE AND OWNER OF A BENEFICIAL INTEREST IN SUCH NOTE WILL BE DEEMED TO REPRESENT THAT EITHER (1) IT IS NOT AND WILL NOT BE AND IS NOT ACTING ON BEHALF OF OR ACQUIRING THE NOTES WITH THE ASSETS OF ANY PERSON THAT IS OR WILL BE (i) AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) INQUIRY OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974TRUSTEE. 111484 GSR 2004-7 Trust Agreement GS MORTGAGE SECURITIES CORP., AS AMENDED (“ERISA”DEPOSITOR MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-7 CLASS B3 CERTIFICATE INITIAL CERTIFICATE RATE APPROXIMATE INITIAL CERTIFICATE PER ANNUM: 3.948%(9) THAT IS SUBJECT TO TITLE I OF ERISA, (ii) A “PLAN” DESCRIBED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) THAT IS SUBJECT TO SECTION 4975 OF THE CODE, (iii) ANY ENTITY OR ACCOUNT WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” (WITHIN THE MEANING OF THE DEPARTMENT OF LABOR REGULATION LOCATED AT 29 C.F.R. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) OR (iv) ANY U.S. GOVERNMENTAL PLAN, NON-U.S. PLAN, CHURCH PLAN OR ANY OTHER EMPLOYEE BENEFIT PLAN, ACCOUNT OR ARRANGEMENT THAT IS SUBJECT TO ANY U.S. FEDERAL, STATE, LOCAL OR NON-U.S. LAW THAT IS SUBSTANTIALLY SIMILAR TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”) OR (2) ITS ACQUISITION AND HOLDING PRINCIPAL BALANCE OF THE CLASS A-4 NOTES (OR ANY INTEREST THEREIN) WILL NOT GIVE RISE TO A NONEXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 B3 CERTIFICATES: $2,099,000 PERCENTAGE INTEREST: 100% MINIMUM DENOMINATION: $250,000 AND $1 IN EXCESS OF ERISA OR SECTION 4975 $250,000 DATE OF THE CODE OR A VIOLATION TRUST APPROXIMATE AGGREGATE SCHEDULED AGREEMENT: PRINCIPAL BALANCE AS OF SIMILAR LAWTHE CUT-OFF JUNE 1, 2004 DATE OF THE MORTGAGE LOANS HELD BY THE TRUST: $699,836,637 CLOSING DATE: SERVICERS: JUNE 30, 2004 COUNTRYWIDE HOME LOANS SERVICING LP NATIONAL CITY MORTGAGE CO. The Issuing Entity will pay interest on this Note at the rate per annum shown above on each Payment Date until the principal of this Note is paid or made available for paymentFIRST DISTRIBUTION DATE: JULY 26, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date)2004 FINAL SCHEDULED TRUSTEE: JPMORGAN CHASE BANK DISTRIBUTION DATE: CUSTODIAN: JPMORGAN CHASE BANK JUNE 25, subject to certain limitations contained in the last sentence of Section 3.01 of the Indenture. Interest on this Note will accrue for each Payment Date from and including the 15th day of the preceding calendar month (or, for the initial interest accrual period, from and including the Closing Date) to but excluding the 15th day of the current calendar month. Interest will be computed on the basis of a 360-day year of twelve 30-day months. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuing Entity with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture, or be valid or obligatory for any purpose.2034
Appears in 1 contract
Samples: Trust Agreement (Gs Mortgage Securities Corp GSR Trust 2004-7)
Signature Guaranteed. NOTICE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatever. Such signature SIGNATURES must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation in STAMP or such other “signature guarantee programEligible Guarantor Institution” as may be determined by the Note Registrar defined in addition to, or in substitution for, STAMP, all in accordance with Rule 17Ad-15 promulgated under the Securities Exchange Act of 1934, as amended. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANYThe undersigned hereby certifies that (1) the Rights evidenced by this Right Certificate are not being sold, A NEW YORK CORPORATION assigned or transferred by or on behalf of a Person who is or was an Acquiring Person, an Interested Stockholder or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement); and (2) after due inquiry and to the best of the knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Right Certificate from any Person who is or was an Acquiring Person, an Interested Stockholder, or an Affiliate or Associate thereof. Signature Rights represented by this Right Certificate to purchase the Preferred Shares issuable upon the exercise of such Rights and requests that certificates for such Preferred Shares be issued in the name of: or other identifying number: If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: or other identifying number: Signature Signatures must be guaranteed by an “DTCEligible Guarantor Institution” as defined in Rule 17Ad-15 promulgated under the Securities Exchange Act of 1934, as amended. The undersigned hereby certifies that (1) the Rights evidenced by this Right Certificate are not beneficially owned by nor are they being exercised on behalf of an Acquiring Person, an Interested Stockholder or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement); and (2) after due inquiry and to the best of the knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Right Certificate from any Person who is or was an Acquiring Person, an Interested Stockholder, or an Affiliate or Associate thereof. Signature The signature in the Form of Assignment or Form of Election to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. On September 5, 2007, the Board of Directors of XXX. A. BANK CLOTHIERS, INC. (the “Company”) declared a dividend of one preferred share purchase right (a “Right”) for each outstanding share of common stock, par value $0.01 per share (the “Common Shares”), TO THE ISSUING ENTITY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS 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. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. REGISTERED $__________ No.: ____ CUSIP No.: _____ WORLD OMNI AUTO RECEIVABLES TRUST 2019-C, a statutory trust organized and existing under the laws of the State Company. The dividend is effective as of Delaware September 20, 2007 (herein referred to as the “Issuing EntityRecord Date”) with respect to the stockholders of record on that date. The Rights will also attach to new Common Shares issued after the Record Date. Each Right entitles the registered holder to purchase from the Company one one-hundredth of a share of Series A Junior Participating Preferred Stock, par value $1.00 per share (the “Preferred Shares”), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of ___________ DOLLARS payable on each Payment Date in an amount equal to the result obtained by multiplying (i) a fraction the numerator of which is $______ and the denominator of which is $80,300,000 by (ii) the aggregate amount, if any, payable from the Note Distribution Account in respect of principal on the Class A-4 Notes pursuant to Section 3.01 of the Indenture Company at a price of $200.00 per one one-hundredth of a Preferred Share (the “Purchase Price”), subject to adjustment. Each Preferred Share is designed to be the economic equivalent of 100 Common Shares. The description and terms of the Rights are set forth in a Rights Agreement dated as of November 14September 6, 2019 2007 (the “IndentureRights Agreement”), between the Issuing Entity Company and MUFG Union Bank, N.A., as Indenture Trustee Continental Stock Transfer & Trust Company (the “Indenture TrusteeRights Agent”); provided. On January 3, however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of the December 2025 Payment Date 2014 (the “Class A-4 Final Scheduled Payment Amendment Date”) and ), the Redemption Date, if anyRights Agreement was modified, pursuant to Section 10.01 of the IndentureAmendment No. Generally1 to Rights Agreement (“Amendment No. 1”), no payments of principal of the Class A-4 Notes shall be made until the Class A-1 Notes, Class A-2 Notes and Class A-3 Notes have been paid in full. Capitalized terms used but not defined herein are defined in Article I of the Indenture, which also contains rules as to construction that shall be applicable herein. BY ACQUIRING A CLASS A-4 NOTE, EACH INITIAL PURCHASER, TRANSFEREE AND OWNER OF A BENEFICIAL INTEREST IN SUCH NOTE WILL BE DEEMED TO REPRESENT THAT EITHER (1) IT IS NOT AND WILL NOT BE AND IS NOT ACTING ON BEHALF OF OR ACQUIRING THE NOTES WITH THE ASSETS OF ANY PERSON THAT IS OR WILL BE to: (i) AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3decrease the beneficial ownership threshold from 20% to 10% by which any person or entity (together with all affiliates and associates of such person or entity) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED becomes an Acquiring Person (“ERISA”defined below) THAT IS SUBJECT TO TITLE I OF ERISA, as contemplated by the Rights Agreement (subject to certain exceptions as set forth therein); (ii) A “PLAN” DESCRIBED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) THAT IS SUBJECT TO SECTION 4975 OF THE CODE, include provisions in respect of certain derivative or synthetic arrangements having characteristics of a long position in the common shares of the Company in the definition of securities which a person or entity would be deemed to beneficially own; (iii) ANY ENTITY OR ACCOUNT WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” (WITHIN THE MEANING OF THE DEPARTMENT OF LABOR REGULATION LOCATED AT 29 C.F.R. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) OR increase the Purchase Price to $250; and (iv) ANY U.S. GOVERNMENTAL PLAN, NON-U.S. PLAN, CHURCH PLAN OR ANY OTHER EMPLOYEE BENEFIT PLAN, ACCOUNT OR ARRANGEMENT THAT IS SUBJECT TO ANY U.S. FEDERAL, STATE, LOCAL OR NON-U.S. LAW THAT IS SUBSTANTIALLY SIMILAR TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”) OR (2) ITS ACQUISITION AND HOLDING OF THE CLASS A-4 NOTES (OR ANY INTEREST THEREIN) WILL NOT GIVE RISE TO A NONEXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION OF SIMILAR LAW. The Issuing Entity will pay interest allow the Company’s Board of Directors to redeem the Rights for any reason at any time prior to the close of business on this Note at the rate per annum shown above on each Payment Date until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Payment Distribution Date (after giving effect to all payments of principal made on the preceding Payment Dateas defined below), subject to certain limitations contained in the last sentence of Section 3.01 of the Indenture. Interest on this Note will accrue for each Payment Date from and including the 15th day of the preceding calendar month (or, for the initial interest accrual period, from and including the Closing Date) to but excluding the 15th day of the current calendar month. Interest will be computed on the basis of a 360-day year of twelve 30-day months. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuing Entity with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture, or be valid or obligatory for any purpose.
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Signature Guaranteed. NOTICE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatever. Such signature must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation in STAMP or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE IF NONE OF THE DEPOSITORY TRUST COMPANYFOREGOING BOXES IS CHECKED, A NEW YORK CORPORATION (“DTC”), THE TRUSTEE SHALL NOT BE OBLIGATED TO THE ISSUING ENTITY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED REGISTER THIS SECURITY IN THE NAME OF CEDE & CO. OR IN SUCH ANY PERSON OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (THAN THE HOLDER HEREOF UNLESS AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR UNTIL THE CONDITIONS TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THE PRINCIPAL SUCH TRANSFER OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS REGISTRATION SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOFHEREOF AND IN THE TRANSACTION DOCUMENTS, SHALL HAVE BEEN SATISFIED. SERIES 1997-1 SUPPLEMENT EXHIBIT A-2 FORM OF COLLATERAL INVESTOR CERTIFICATE ----------- --, ---- REGISTERED $__________ No.: ____ CUSIP No.: _____ WORLD OMNI AUTO RECEIVABLES TRUST 2019-C, a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuing Entity”), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of ___________ DOLLARS payable on each Payment Date in an amount equal to the result obtained by multiplying (i) a fraction the numerator of which is $______ and the denominator of which is $80,300,000 by (ii) the aggregate amount, if any, payable from the Note Distribution Account in respect of principal on the Class A-4 Notes pursuant to Section 3.01 of the Indenture dated as of November 14, 2019 (the “Indenture”), between the Issuing Entity and MUFG Union Bank, N.A., as Indenture Trustee (the “Indenture Trustee”); provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of the December 2025 Payment Date (the “Class A-4 Final Scheduled Payment Date”) and the Redemption Date, if any, pursuant to Section 10.01 of the Indenture. Generally, no payments of principal of the Class A-4 Notes shall be made until the Class A-1 Notes, Class A-2 Notes and Class A-3 Notes have been paid in full. Capitalized terms used but not defined herein are defined in Article I of the Indenture, which also contains rules as to construction that shall be applicable herein. BY ACQUIRING A CLASS A-4 NOTE, EACH INITIAL PURCHASER, TRANSFEREE AND OWNER OF A BENEFICIAL INTEREST IN SUCH NOTE WILL BE DEEMED TO REPRESENT THAT EITHER (1) IT IS Variable Principal Amount* THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE AND IS NOT ACTING ON BEHALF OF OR ACQUIRING REGISTERED UNDER THE NOTES WITH THE ASSETS OF ANY PERSON THAT IS OR WILL BE (i) AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY SECURITIES ACT OF 1974, AS AMENDED (“ERISA”) THAT IS SUBJECT TO TITLE I OF ERISA, (ii) A “PLAN” DESCRIBED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 19861933, AS AMENDED (THE “CODE”) THAT IS SUBJECT "SECURITIES ACT"), AND MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO SECTION 4975 AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE CODE, (iii) ANY ENTITY OR ACCOUNT WHOSE UNDERLYING SECURITIES ACT. Certificate No. __ SERIES 1997-1 COLLATERAL INVESTOR FLOATING RATE CERTIFICATE THIS CERTIFICATE REPRESENTS AN UNDIVIDED INTEREST IN CERTAIN ASSETS INCLUDE “PLAN ASSETS” (WITHIN THE MEANING OF THE DEPARTMENT OF LABOR REGULATION LOCATED AT 29 C.F.R. SECTION 2510.3ELDEX-101XXXXXXX XXXTER TRUST the corpus of which consists primarily of certain receivables generated from time to time by The Eldex-Xxxxxxx Xxxres Corp. (the "COMPANY") which are then purchased by The El-Bee Chargit Corp. ("CHARGIT") (together, AS MODIFIED BY SECTION 3(42the "ORIGINATORS") OF ERISA) OR and then purchased by The El-Bee Receivables Corporation (iv) ANY U.S. GOVERNMENTAL PLAN, NON-U.S. PLAN, CHURCH PLAN OR ANY OTHER EMPLOYEE BENEFIT PLAN, ACCOUNT OR ARRANGEMENT THAT IS SUBJECT TO ANY U.S. FEDERAL, STATE, LOCAL OR NON-U.S. LAW THAT IS SUBSTANTIALLY SIMILAR TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”) OR (2) ITS ACQUISITION AND HOLDING OF THE CLASS A-4 NOTES (OR ANY INTEREST THEREIN) WILL NOT GIVE RISE TO A NONEXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION OF SIMILAR LAW. The Issuing Entity will pay interest on this Note at the rate per annum shown above on each Payment Date until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date"TRANSFEROR"), subject from the Originators, which in turn transfers and assigns such receivables to certain limitations contained in the last sentence of Section 3.01 of the Indenture. Interest on this Note will accrue for each Payment Date from and including the 15th day of the preceding calendar month (or, for the initial interest accrual period, from and including the Closing Date) to but excluding the 15th day of the current calendar month. Interest will be computed on the basis of a 360The Eldex-day year of twelve 30-day months. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuing Entity with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then Xxxxxxx Xxxter Trust pursuant to the unpaid principal Pooling and Servicing Agreement, dated as of this NoteDecember 30, 1997, among the Transferor, Chargit, as Servicer, and Bankers Trust Company, as Trustee (as amended, supplemented or otherwise modified from time to time, the "POOLING AND SERVICING AGREEMENT"; capitalized terms used herein and not otherwise defined herein are used herein as therein defined). Reference is made to the further provisions This Certificate (a -------------------------- * Denominations of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face $5,000,000 and multiples of this Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture, or be valid or obligatory for any purpose$1,000 in excess thereof.
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Samples: Master Trust Supplement (Elder Beerman Stores Corp)
Signature Guaranteed. NOTICE: All endorsements or assignments of ADRs must be guaranteed by a member of a Medallion Signature Program approved by the Securities Transfer Association, Inc. Legends [The signature to this assignment must correspond with ADRs issued in respect of Partial Entitlement American Depositary Shares shall bear the name of the registered owner as it appears following legend on the face of the within Note in every particular, without alteration, enlargement or any change whateverADR: “This ADR evidences ADSs representing 'partial entitlement' Shares of BEST Inc. and as such do not entitle the holders thereof to the same per-share entitlement as other Shares (which are 'full entitlement' Shares) issued and outstanding at such time. Such signature must be guaranteed The ADSs represented by an “eligible guarantor institution” meeting this ADR shall entitle holders to distributions and entitlements identical to other ADSs when the requirements Shares represented by such ADSs become 'full entitlement' Shares.”] To Holders of the Note Registrar, which requirements include membership or participation in STAMP or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION American Depositary Shares (“DTCADSs”), TO THE ISSUING ENTITY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO) of BEST INC. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & COCompany: BEST INC. OR TO SUCH OTHER ENTITY AS IS 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. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. REGISTERED $__________ No.: ____ CUSIP No.: _____ WORLD OMNI AUTO RECEIVABLES TRUST 2019-C, a statutory trust company organized and existing under the laws of the State Cayman Islands. Depositary: Citibank, N.A. Custodian: Citibank, N.A. - Hong Kong. Existing ADS-to-Share Ratio: Each ADS represents five (5) Class A ordinary shares of Delaware the Company (herein referred to as the “Issuing EntityShares”). New ADS-to-Share Ratio: Each ADS represents twenty (20) Shares. Deposit Agreement: Deposit Agreement, for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of ___________ DOLLARS payable on each Payment Date in an amount equal to the result obtained by multiplying (i) a fraction the numerator of which is $______ and the denominator of which is $80,300,000 by (ii) the aggregate amount, if any, payable from the Note Distribution Account in respect of principal on the Class A-4 Notes pursuant to Section 3.01 of the Indenture dated as of November 14September 22, 2019 2017, and as amended by Amendment No. 1 to the Deposit Agreement, dated as of May 20, 2022, by and among the Company, the Depositary, and the Holders and Beneficial Owners of ADSs issued thereunder (the “IndentureDeposit Agreement”). ADS Symbol: BEST. Existing ADS ISIN: US08653C5022. New ADS ISIN: US08653C6012. Existing ADS CUSIP: 00000X000. New ADS CUSIP: 00000X000. Effective Date: April 4, between 2023. ADS Books Closure to ADS Issuances and Cancellations: March 29, 2023 (5:00 p.m. New York City time) until April 4, 2023 (5:00 p.m. New York City time). The Company and the Issuing Entity and MUFG Union Bank, N.A., as Indenture Trustee Depositary have agreed to change the Existing ADS-to-Share Ratio (the “Indenture TrusteeADS Ratio Change”); provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier ) as of the December 2025 Payment Effective Date (the “Class A-4 Final Scheduled Payment Date”) and the Redemption Date, if any, pursuant to Section 10.01 of the Indenture. Generally, no payments of principal of the Class A-4 Notes shall be made until the Class A-1 Notes, Class A-2 Notes and Class A-3 Notes have been paid in full. Capitalized terms used but not defined herein are defined in Article I of the Indenture, which also contains rules as to construction that shall be applicable herein. BY ACQUIRING A CLASS A-4 NOTE, EACH INITIAL PURCHASER, TRANSFEREE AND OWNER OF A BENEFICIAL INTEREST IN SUCH NOTE WILL BE DEEMED TO REPRESENT THAT EITHER (1) IT IS NOT AND WILL NOT BE AND IS NOT ACTING ON BEHALF OF OR ACQUIRING THE NOTES WITH THE ASSETS OF ANY PERSON THAT IS OR WILL BE (i) AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) THAT IS SUBJECT TO TITLE I OF ERISA, (ii) A “PLAN” DESCRIBED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) THAT IS SUBJECT TO SECTION 4975 OF THE CODE, (iii) ANY ENTITY OR ACCOUNT WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” (WITHIN THE MEANING OF THE DEPARTMENT OF LABOR REGULATION LOCATED AT 29 C.F.R. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) OR (iv) ANY U.S. GOVERNMENTAL PLAN, NON-U.S. PLAN, CHURCH PLAN OR ANY OTHER EMPLOYEE BENEFIT PLAN, ACCOUNT OR ARRANGEMENT THAT IS SUBJECT TO ANY U.S. FEDERAL, STATE, LOCAL OR NON-U.S. LAW THAT IS SUBSTANTIALLY SIMILAR TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”) OR (2) ITS ACQUISITION AND HOLDING OF THE CLASS A-4 NOTES (OR ANY INTEREST THEREIN) WILL NOT GIVE RISE TO A NONEXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION OF SIMILAR LAW. The Issuing Entity will pay interest on this Note at the rate per annum shown above on each Payment Date until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date), subject to certain limitations contained in the last sentence of Section 3.01 of the Indenture. Interest on this Note will accrue for each Payment Date from and including the 15th day of the preceding calendar month (or, for the initial interest accrual period, from and including the Closing Date) to but excluding the 15th day of the current calendar month. Interest will be computed on the basis of a 360-day year of twelve 30-day months. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuing Entity with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture, or be valid or obligatory for any purpose.follows:
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Signature Guaranteed. NOTICEParticipant in a Recognized Signature Guarantee Medallion Program By: ---------------------------------- Authorized Signatory A-1-12 FORM OF OPTION TO ELECT REPURCHASE UPON A CHANGE IN CONTROL To: LNR Property Corporation The signature undersigned registered holder of this Security hereby acknowledges receipt of a notice from LNR Property Corporation (the "Company") as to the occurrence of a Change In Control with respect to the Company and requests and instructs the Company to repurchase this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatever. Such signature must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation in STAMP or such other “signature guarantee program” as may be determined by the Note Registrar in addition toSecurity, or in substitution forthe portion hereof (which is $1,000 principal amount or a multiple thereof) designated below, STAMP, all in accordance with the terms of the Indenture referred to in this Security and directs that the check in payment for this Security or the portion thereof (or, if the Company elects in accordance with Section 3.09 of the Indenture, Common Stock) and any Securities Exchange Act representing any unrepurchased principal amount hereof, be issued and delivered to the registered holder hereof unless a different name has been indicated below. If any portion of 1934this Security not repurchased is to be issued in the name of a Person other than the undersigned, as amendedthe undersigned shall pay all transfer taxes payable with respect thereto. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANYDated: --------------------- Signature(s) Fill in for registration of shares if to be delivered, A NEW YORK CORPORATION and Securities if to be issued other than to and in the name of registered holder: --------------------------- (“DTC”)Name) --------------------------- (Street Address) --------------------------- (City, TO THE ISSUING ENTITY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC state and zip code) Please print name and address principal amount to be purchased (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS 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. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. REGISTERED if less than all): $__________ ,000 If the Company has elected to pay the Change in Control Purchase Price, in whole or in part, in Common Stock but such portion of the Change in Control Purchase Price shall ultimately be payable in cash because any of the conditions to the payment of the Change in Control Purchase Price in Common Stock are not satisfied the registered holder of this Security elects [check one]: [ ] to withdraw such Purchase Notice as to the Securities to which such Change in Control Purchase Notice relates in the principal amount of $ ,000, with certificate numbers , or ----- --------- [ ] to receive cash in respect of the entire Purchase Price for all Securities (or portions thereof) to which such Purchase Notice relates Social Security or Other Taxpayer Number: ------------------------- A-1-14 SCHEDULE I LNR PROPERTY CORPORATION 5.5% Contingent Convertible Senior Subordinated Notes Due 2023 Date principal amount Notation XXXXXXX X-0 {Form of Certificated Security} THIS SECURITY WAS ISSUED WITH ORIGINAL ISSUE DISCOUNT FOR U.S. FEDERAL INCOME TAX PURPOSES. FOR PURPOSES OF SECTIONS 1273 AND 1275 OF THE INTERNAL REVENUE CODE, THE ISSUE PRICE OF EACH SECURITY IS $1,000 PER $1,000 OF PRINCIPAL AMOUNT, THE ISSUE DATE IS MARCH 5, 2003 AND THE COMPARABLE YIELD IS 9.5% PER ANNUM. HOLDERS OF THIS SECURITY MAY OBTAIN INFORMATION REGARDING THE AMOUNT OF ORIGINAL ISSUE DISCOUNT, YIELD TO MATURITY AND THE PROJECTED PAYMENT SCHEDULE FOR THIS SECURITY BY SUBMITTING A WRITTEN REQUEST FOR SUCH INFORMATION TO: LNR PROPERTY CORPORATION, 0000 XXXXXXXXXX XXXXX, XXXXX XXXXX, XXXXXXX 00000, ATTN.: CHIEF FINANCIAL OFFICER, SUCH INFORMATION TO BE MADE AVAILABLE, BEGINNING NO LATER THAN 10 DAYS AFTER THE ISSUE DATE, PROMPTLY UPON REQUEST. THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND THIS SECURITY AND THE COMMON STOCK DELIVERABLE UPON CONVERSION HEREOF OR UPON PURCHASE OF THIS SECURITY BY THE COMPANY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (II) PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF AVAILABLE) OR (III) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (III) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER OF THIS SECURITY FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE. THE FOREGOING LEGEND MAY BE REMOVED FROM THIS SECURITY ON SATISFACTION OF THE CONDITIONS SPECIFIED IN THE INDENTURE. LNR PROPERTY CORPORATION 5.5% Contingent Convertible Senior Subordinated Notes Due 2023 No.: ____ CUSIP No.CUSIP: _____ WORLD OMNI AUTO RECEIVABLES TRUST 2019-CIssue Date: March 5, 2003 principal amount: LNR PROPERTY CORPORATION, a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuing Entity”)corporation, for value received, hereby promises to pay to Cede & Co., -------------------------------------------------------------------------------- or registered assigns, the principal sum of ___________ DOLLARS payable on each Payment Date in an amount equal to the result obtained by multiplying (i) a fraction the numerator of which is $______ and the denominator of which is $80,300,000 by (ii) the aggregate amount, if any, payable from the Note Distribution Account in respect of principal on the Class A-4 Notes pursuant to Section 3.01 of the Indenture dated as of November 14, 2019 (the “Indenture”), between the Issuing Entity and MUFG Union Bank, N.A., as Indenture Trustee (the “Indenture Trustee”); provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of the December 2025 Payment Date (the “Class A-4 Final Scheduled Payment Date”) and the Redemption Date, if any, pursuant to Section 10.01 of the Indenture. Generally, no payments of principal of the Class A-4 Notes shall be made until the Class A-1 Notes, Class A-2 Notes and Class A-3 Notes have been paid in full. Capitalized terms used but not defined herein are defined in Article I of the Indenture, which also contains rules as to construction that shall be applicable herein. BY ACQUIRING A CLASS A-4 NOTE, EACH INITIAL PURCHASER, TRANSFEREE AND OWNER OF A BENEFICIAL INTEREST IN SUCH NOTE WILL BE DEEMED TO REPRESENT THAT EITHER (1) IT IS NOT AND WILL NOT BE AND IS NOT ACTING ON BEHALF OF OR ACQUIRING THE NOTES WITH THE ASSETS OF ANY PERSON THAT IS OR WILL BE (i) AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) THAT IS SUBJECT TO TITLE I OF ERISA, (ii) A “PLAN” DESCRIBED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) THAT IS SUBJECT TO SECTION 4975 OF THE CODE, (iii) ANY ENTITY OR ACCOUNT WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” (WITHIN THE MEANING OF THE DEPARTMENT OF LABOR REGULATION LOCATED AT 29 C.F.R. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) OR (iv) ANY U.S. GOVERNMENTAL PLAN, NON-U.S. PLAN, CHURCH PLAN OR ANY OTHER EMPLOYEE BENEFIT PLAN, ACCOUNT OR ARRANGEMENT THAT IS SUBJECT TO ANY U.S. FEDERAL, STATE, LOCAL OR NON-U.S. LAW THAT IS SUBSTANTIALLY SIMILAR TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”) OR (2) ITS ACQUISITION AND HOLDING OF THE CLASS A-4 NOTES (OR ANY INTEREST THEREIN) WILL NOT GIVE RISE TO A NONEXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION OF SIMILAR LAW. The Issuing Entity will pay interest on this Note at the rate per annum shown above on each Payment Date until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date)March 1, 2023, subject to certain limitations contained in the last sentence of Section 3.01 of the Indenture. Interest on this Note will accrue for each Payment Date from and including the 15th day of the preceding calendar month (or, for the initial interest accrual period, from and including the Closing Date) to but excluding the 15th day of the current calendar month. Interest will be computed on the basis of a 360-day year of twelve 30-day months. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuing Entity with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. Reference is made to the further provisions of this Note Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as though fully if set forth at this place. This Security is convertible as specified on the face other side of this Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture, or be valid or obligatory for any purposeSecurity.
Appears in 1 contract
Samples: Indenture (LNR Property Corp)
Signature Guaranteed. NOTICE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatever. Such signature Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation as defined in STAMP or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with Rule 17Ad-15 promulgated under the Securities Exchange Act of 1934, as amended. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANYThe undersigned hereby certifies that (1) the Rights evidenced by this Right Certificate are not beneficially owned by nor are they being exercised on behalf of an Acquiring Person, A NEW YORK CORPORATION an Interested Stockholder or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement); and (2) after due inquiry and to the best of the knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Right Certificate from any Person who is or was an Acquiring Person, an Interested Stockholder, or an Affiliate or Associate thereof. Signature The signature in the Form of Assignment or Form of Election to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. On July 7, 2008, the Board of Directors of Chordiant Software, Inc., a Delaware corporation (the “DTCCompany”), TO THE ISSUING ENTITY OR ITS AGENT FOR REGISTRATION OF TRANSFERdeclared a dividend of one preferred share purchase right (a “Right”) for each outstanding share of common stock, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC par value $0.001 per share (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS 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. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. REGISTERED $__________ No.: ____ CUSIP No.: _____ WORLD OMNI AUTO RECEIVABLES TRUST 2019-C, a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuing EntityCommon Shares”), for value receivedof the Company. The dividend is effective as of July 21, hereby promises to pay to Cede & Co., or registered assigns, 2008 (the principal sum of ___________ DOLLARS payable on each Payment Date in an amount equal “Record Date”) with respect to the result obtained by multiplying (i) a fraction stockholders of record on that date. The Rights will also attach to new Common Shares issued after the numerator of which is $______ and Record Date. Each Right entitles the denominator of which is $80,300,000 by (ii) the aggregate amount, if any, payable registered holder to purchase from the Note Distribution Account in respect Company one one-hundredth of principal on a share of Series A Junior Participating Preferred Stock, par value $0.001 per share (the Class A-4 Notes pursuant to Section 3.01 “Preferred Shares”), of the Indenture Company at a price of $20.00 per one one-hundredth of a Preferred Share (the “Purchase Price”), subject to adjustment. Each Preferred Share is designed to be the economic equivalent of one hundred (100) Common Shares. The description and terms of the Rights are set forth in a Rights Agreement dated as of November 14July 10, 2019 2008 (the “IndentureRights Agreement”), between the Issuing Entity Company and MUFG Union BankAmerican Stock Transfer & Trust Company, N.A., as Indenture Trustee LLC (the “Indenture TrusteeRights Agent”); provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of the December 2025 Payment Date (the “Class A-4 Final Scheduled Payment Date”) and the Redemption Date, if any, pursuant to Section 10.01 of the Indenture. Generally, no payments of principal of the Class A-4 Notes shall be made until the Class A-1 Notes, Class A-2 Notes and Class A-3 Notes have been paid in full. Capitalized terms used but not defined herein are defined in Article I of the Indenture, which also contains rules as to construction that shall be applicable herein. BY ACQUIRING A CLASS A-4 NOTE, EACH INITIAL PURCHASER, TRANSFEREE AND OWNER OF A BENEFICIAL INTEREST IN SUCH NOTE WILL BE DEEMED TO REPRESENT THAT EITHER (1) IT IS NOT AND WILL NOT BE AND IS NOT ACTING ON BEHALF OF OR ACQUIRING THE NOTES WITH THE ASSETS OF ANY PERSON THAT IS OR WILL BE (i) AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) THAT IS SUBJECT TO TITLE I OF ERISA, (ii) A “PLAN” DESCRIBED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) THAT IS SUBJECT TO SECTION 4975 OF THE CODE, (iii) ANY ENTITY OR ACCOUNT WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” (WITHIN THE MEANING OF THE DEPARTMENT OF LABOR REGULATION LOCATED AT 29 C.F.R. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) OR (iv) ANY U.S. GOVERNMENTAL PLAN, NON-U.S. PLAN, CHURCH PLAN OR ANY OTHER EMPLOYEE BENEFIT PLAN, ACCOUNT OR ARRANGEMENT THAT IS SUBJECT TO ANY U.S. FEDERAL, STATE, LOCAL OR NON-U.S. LAW THAT IS SUBSTANTIALLY SIMILAR TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”) OR (2) ITS ACQUISITION AND HOLDING OF THE CLASS A-4 NOTES (OR ANY INTEREST THEREIN) WILL NOT GIVE RISE TO A NONEXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION OF SIMILAR LAW. The Issuing Entity will pay interest on this Note at the rate per annum shown above on each Payment Date until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date), subject to certain limitations contained in the last sentence of Section 3.01 of the Indenture. Interest on this Note will accrue for each Payment Date from and including the 15th day of the preceding calendar month (or, for the initial interest accrual period, from and including the Closing Date) to but excluding the 15th day of the current calendar month. Interest will be computed on the basis of a 360-day year of twelve 30-day months. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuing Entity with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture, or be valid or obligatory for any purpose.
Appears in 1 contract
Signature Guaranteed. NOTICE1 NOTE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whateverwhatsoever. Such signature must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation in STAMP or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUING ENTITY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS 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. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. REGISTERED $__________ No.: ____ CUSIP No.: _____ WORLD OMNI AUTO RECEIVABLES TRUST 2019-C, a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuing Entity”), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of ___________ DOLLARS payable on each Payment Date in an amount equal Pursuant to the result obtained by multiplying (i) a fraction the numerator of which is $______ Amended and the denominator of which is $80,300,000 by (ii) the aggregate amountRestated Master Indenture, if any, payable from the Note Distribution Account in respect of principal on the Class A-4 Notes pursuant to Section 3.01 of the Indenture dated as of November 14May 1, 2019 2007 (as amended, supplemented, or modified from time to time, the “Master Indenture”), between Nordstrom Credit Card Master Note Trust II (the Issuing Entity “Trust”) and MUFG Union Xxxxx Fargo Bank, N.A.National Association, as Indenture Trustee indenture trustee (the “Indenture Trustee”); provided, howeveras supplemented by the Amended and Restated Series 2007-A Indenture Supplement, that the entire unpaid principal amount dated as of this Note shall be due and payable on the earlier of the December 2025 Payment Date November 13, 2009 (the “Class A-4 Final Scheduled Payment DateIndenture Supplement”), between the Trust and the Indenture Trustee, Nordstrom fsb, as Servicer (the “Servicer”) under the Amended and Restated Transfer and Servicing Agreement, dated as of May 1, 2007 (the “Transfer and Servicing Agreement”), among Nordstrom Credit Card Receivables II LLC, as Transferor, the Servicer, the Trust and Xxxxx Fargo Bank, National Association, as Indenture Trustee, is required to prepare certain information each month regarding current distributions to the Series 2007-A Noteholders and the Redemption Date, if any, pursuant to Section 10.01 performance of the Indenture. Generally, no payments of principal of Trust during the Class A-4 Notes shall be made until the Class A-1 Notes, Class A-2 Notes and Class A-3 Notes have been paid in fullprevious month. Capitalized terms used but not defined herein are defined in Article I this Monthly Statement have their respective meanings set forth in the Master Indenture and the Series 2007-A Indenture Supplement.
A. Summary of Distributions to Noteholders 1 Class A Interest related to the mm/dd/yyyy-mm/dd/yyyy Interest Period 2 Principal Due to Class A Noteholders 3 Total Distribution to Class A Noteholders 4 Class B Interest related to the mm/dd/yyyy-mm/dd/yyyy Interest Period 5 Principal Due to Class B Noteholders 8 Total principal payment to Noteholders
B. Portfolio Summary 10 Principal receivables at the beginning of the Indenture, which also contains rules as to construction that shall be applicable herein. BY ACQUIRING A CLASS A-4 NOTE, EACH INITIAL PURCHASER, TRANSFEREE AND OWNER OF A BENEFICIAL INTEREST IN SUCH NOTE WILL BE DEEMED TO REPRESENT THAT EITHER (1) IT IS NOT AND WILL NOT BE AND IS NOT ACTING ON BEHALF OF OR ACQUIRING THE NOTES WITH THE ASSETS OF ANY PERSON THAT IS OR WILL BE (i) AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) THAT IS SUBJECT TO TITLE I OF ERISA, (ii) A “PLAN” DESCRIBED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) THAT IS SUBJECT TO SECTION 4975 OF THE CODE, (iii) ANY ENTITY OR ACCOUNT WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” (WITHIN THE MEANING OF THE DEPARTMENT OF LABOR REGULATION LOCATED AT 29 C.F.R. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) OR (iv) ANY U.S. GOVERNMENTAL PLAN, NON-U.S. PLAN, CHURCH PLAN OR ANY OTHER EMPLOYEE BENEFIT PLAN, ACCOUNT OR ARRANGEMENT THAT IS SUBJECT TO ANY U.S. FEDERAL, STATE, LOCAL OR NON-U.S. LAW THAT IS SUBSTANTIALLY SIMILAR TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”) OR (2) ITS ACQUISITION AND HOLDING OF THE CLASS A-4 NOTES (OR ANY INTEREST THEREIN) WILL NOT GIVE RISE TO A NONEXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION OF SIMILAR LAW. The Issuing Entity will pay interest on this Note month 11 Discount Option Receivables at the rate per annum shown above on each Payment Date until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date), subject to certain limitations contained in the last sentence of Section 3.01 beginning of the Indenture. Interest on this Note will accrue for each Payment Date from and including month 12 Finance Charge receivables at the 15th day beginning of the preceding calendar month (or, for 13 Total Receivables at the initial interest accrual period, from and including the Closing Date) to but excluding the 15th day beginning of the current calendar month. Interest will be computed on month 14 Total Principal Receivables from Removed Accounts as of each Removal Date 15 Total Finance Charge Receivables from Removed Accounts as of each Removal Date 16 Total Receivables from Accounts Removed during the basis month 17 Total Principal Receivables from Added Accounts as of a 360-day year each Addition Date 18 Total Finance Charge Receivables from Added Accounts as of twelve 30-day months. Such principal of and interest on this Note shall be paid in each Addition Date 19 Total Receivables from Accounts Added during the manner specified on month 20 Principal receivables at the reverse hereof. The principal of and interest on this Note are payable in such coin or currency end of the United States of America as month 21 Discount Option Receivables at the time end of payment is legal tender for payment the month 22 Finance charge receivables at the end of public the month 23 Total Receivables at the end of the month
C. Invested Amounts and private debts. All payments made by Investor Percentages 24 Class A Initial Principal Balance 25 Class B Initial Principal Balance 26 Initial Invested Amount 27 Class A balance at the Issuing Entity with respect beginning of the month 28 Change to this Note shall be applied first Class A balance during the month 29 Class A balance at the end of the month 30 Average Daily Class A balance during the month 31 Class B balance at the beginning of the month 32 Change to interest due Class B balance during the month 33 Class B balance at the end of the month 34 Average Daily Class B balance during the month 35 Unreimbursed Reallocated Principal Collections 36 Unreimbursed Charge-offs 37 Invested Amount at the end of the month 38 Principal Funding Account Balance at the end of the month 39 Adjusted Invested Amount at the end of the month 40 Floating Investor Percentage 41 Fixed Investor Percentage
D. Transferor’s Interest, Special Funding Account, and payable on this Note as provided above and then to Invested Amount of all other Series 42 Invested Amount of all other Series at the unpaid principal end of this Note. Reference is made to the further provisions month 43 Special Funding Account Balance at the end of this Note set forth on the reverse hereof, which shall have month 44 Transferor’s Interest at the same effect as though fully set forth on end of the face month 45 Required Transferor’s Interest at the end of this Note. Unless the certificate month E. Portfolio Performance Summary Collections 46 Collections of authentication hereon has been executed by Principal Receivables 47 Collections of Finance Charge Receivables 48 Collections of Discount Option Receivables 49 Total Collections Credit Quality 50 Defaulted Receivables during the Indenture Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under month 51 Recoveries during the Indenture, or be valid or obligatory for any purpose.month 52 Current %
Appears in 1 contract
Samples: Indenture Supplement (Nordstrom Inc)
Signature Guaranteed. NOTICE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatever. Such signature must be guaranteed by a participant in a Medallion Signature Guarantee Program at a level acceptable to the Company’s transfer agent. A notary public is not sufficient. The undersigned hereby certifies that (1) the Rights evidenced by this Right Certificate are not being sold, assigned or transferred by or on behalf of a Person who is or was an “eligible guarantor institution” meeting Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the requirements Rights Agreement); and (2) after due inquiry and to the best of the Note Registrarknowledge of the undersigned, which requirements include membership the undersigned did not acquire the Rights evidenced by this Right Certificate from any Person who is or participation in STAMP was an Acquiring Person or such other “signature guarantee program” as may be determined by the Note Registrar in addition toan Affiliate or Associate thereof. Signature To Computershare Trust Company, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUING ENTITY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS 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. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. REGISTERED $N.A.: The undersigned hereby irrevocably elects to exercise __________ No.: ____ CUSIP No.: _____ WORLD OMNI AUTO RECEIVABLES TRUST 2019-C, a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuing Entity”), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of ______________ DOLLARS payable on each Payment Date Rights represented by this Right Certificate to purchase the Preferred Shares issuable upon the exercise of such Rights and requests that certificates for such Preferred Shares be issued in an amount equal to the result obtained by multiplying (i) a fraction the numerator of which is $name of: Please insert social security or other identifying number: ______________ If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number: ______________ Dated: _________________ Signature The signature must be guaranteed by a participant in a Medallion Signature Guarantee Program at a level acceptable to the denominator of which Company’s transfer agent. A notary public is $80,300,000 by not sufficient. The undersigned hereby certifies that (ii1) the aggregate amount, if any, payable from the Note Distribution Account in respect Rights evidenced by this Right Certificate are not beneficially owned by nor are they being exercised on behalf of principal on the Class A-4 Notes pursuant to Section 3.01 of the Indenture dated an Acquiring Person or an Affiliate or Associate thereof (as of November 14, 2019 (the “Indenture”), between the Issuing Entity and MUFG Union Bank, N.A., as Indenture Trustee (the “Indenture Trustee”); provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of the December 2025 Payment Date (the “Class A-4 Final Scheduled Payment Date”) and the Redemption Date, if any, pursuant to Section 10.01 of the Indenture. Generally, no payments of principal of the Class A-4 Notes shall be made until the Class A-1 Notes, Class A-2 Notes and Class A-3 Notes have been paid in full. Capitalized such terms used but not defined herein are defined in Article I of the Indenture, which also contains rules as to construction that shall be applicable herein. BY ACQUIRING A CLASS A-4 NOTE, EACH INITIAL PURCHASER, TRANSFEREE AND OWNER OF A BENEFICIAL INTEREST IN SUCH NOTE WILL BE DEEMED TO REPRESENT THAT EITHER (1) IT IS NOT AND WILL NOT BE AND IS NOT ACTING ON BEHALF OF OR ACQUIRING THE NOTES WITH THE ASSETS OF ANY PERSON THAT IS OR WILL BE (i) AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) THAT IS SUBJECT TO TITLE I OF ERISA, (ii) A “PLAN” DESCRIBED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) THAT IS SUBJECT TO SECTION 4975 OF THE CODE, (iii) ANY ENTITY OR ACCOUNT WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” (WITHIN THE MEANING OF THE DEPARTMENT OF LABOR REGULATION LOCATED AT 29 C.F.R. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) OR (iv) ANY U.S. GOVERNMENTAL PLAN, NON-U.S. PLAN, CHURCH PLAN OR ANY OTHER EMPLOYEE BENEFIT PLAN, ACCOUNT OR ARRANGEMENT THAT IS SUBJECT TO ANY U.S. FEDERAL, STATE, LOCAL OR NON-U.S. LAW THAT IS SUBSTANTIALLY SIMILAR TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”) OR Rights Agreement); and (2) ITS ACQUISITION AND HOLDING OF THE CLASS A-4 NOTES (OR ANY INTEREST THEREIN) WILL NOT GIVE RISE TO A NONEXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION OF SIMILAR LAW. The Issuing Entity will pay interest on this Note at after due inquiry and to the rate per annum shown above on each Payment Date until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date), subject to certain limitations contained in the last sentence of Section 3.01 best of the Indenture. Interest on this Note will accrue for each Payment Date from and including the 15th day knowledge of the preceding calendar month (orundersigned, for the initial interest accrual period, undersigned did not acquire the Rights evidenced by this Right Certificate from and including the Closing Date) to but excluding the 15th day of the current calendar monthany Person who is or was an Acquiring Person or an Affiliate or Associate thereof. Interest will be computed on the basis of a 360-day year of twelve 30-day months. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuing Entity with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture, or be valid or obligatory for any purpose.Signature
Appears in 1 contract
Samples: Rights Agreement (Looksmart LTD)
Signature Guaranteed. NOTICE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatever. Such signature must be guaranteed by an “eligible guarantor institution” meeting the requirements a commercial bank or trust company or by a member firm of the Note RegistrarNew York Stock Exchange or another national securities exchange. Notarized or witnessed signatures are not acceptable. The assignee should include the following for purposes of distribution: Distributions shall be made, which requirements include membership by wire transfer or participation otherwise, in STAMP or such other “signature guarantee program” as may be determined by the Note Registrar in addition immediately available funds to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUING ENTITY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS 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. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. REGISTERED $_____________ No.: ____ CUSIP No.: _____ WORLD OMNI AUTO RECEIVABLES TRUST 2019-C, a statutory trust organized and existing under for the laws of the State of Delaware (herein referred to as the “Issuing Entity”), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum account of ___________ DOLLARS payable on each Payment Date in an amount equal to the result obtained by multiplying (i) a fraction the numerator of which is $_________________ account number ______________ or, if mailed by check, to ______________________________. Statements should be mailed to ____________________. This information is provided by assignee named above, or _______________________, as its agent. Mxxxxx Sxxxxxx Capital I Inc. [Name of Master Servicer] 1000 Xxxxxxxx [xxxxxxx] Xxx Xxxx, XX 00000 [Name of Special Servicer] Mxxxxx Sxxxxxx Mortgage [address] Capital Holdings LLC 1000 Xxxxxxxx [Name of Paying Agent] Nxx Xxxx, XX 00000 [address] [Names and addresses of other sellers] Re: Pooling and Servicing Agreement (“Pooling and Servicing Agreement”) relating to Mxxxxx Sxxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 20__-__ Ladies and Gentlemen: In accordance with the denominator provisions of which is $80,300,000 Section 2.2 of the Pooling and Servicing Agreement, the undersigned hereby certifies that, with respect to each Mortgage Loan listed in the Mortgage Loan Schedule and subject to the exceptions noted in the schedule of exceptions attached hereto, that: (a) all documents specified in clause (i) of the definition of “Mortgage File” are in its possession, (b) such documents have been reviewed by it and have not been materially mutilated, damaged, defaced, torn or otherwise physically altered, and such documents relate to such Mortgage Loan and (c) each Mortgage Note has been endorsed as provided in clause (i) of the definition of “Mortgage File” of the Pooling and Servicing Agreement. The Trustee makes no representations as to: (i) the validity, legality, sufficiency, enforceability or genuineness of any such documents contained in each Mortgage File or any of the Mortgage Loans identified in the Mortgage Loan Schedule, (ii) the aggregate amountcollectability, if anyinsurability, payable from effectiveness or suitability of any such Mortgage Loan or (iii) whether any such documents contained in each Mortgage File are appropriate for their represented purposes, or are other than what they purport to be on their face. The Trustee acknowledges receipt of notice that the Note Distribution Account in respect of principal on Depositor has assigned to the Class A-4 Notes pursuant to Section 3.01 Trustee for the benefit of the Indenture dated Certificateholders all of the Depositor’s right, title and interest in and to the Mortgage Loans, the REMIC I Regular Interests, the REMIC II Regular Interests, and the assets of Class EI Grantor Trust and that, in the event such assignment is not upheld as of November 14, 2019 (the “Indenture”), between the Issuing Entity and MUFG Union Bank, N.A., as Indenture Trustee (the “Indenture Trustee”); provided, howeveran absolute sale, that the entire unpaid principal amount Depositor has granted to the Trustee for the benefit of this Note Certificateholders a security interest in such items. Capitalized words and phrases used herein and not otherwise defined herein shall be due have the respective meanings assigned to them in the Pooling and payable on Servicing Agreement. This Certificate is subject in all respects to the earlier terms of said Pooling and Servicing Agreement including but not limited to Section 2.2. [Name of Trustee], as Trustee By: Name: Title: Mxxxxx Sxxxxxx Capital I Inc. [Name of Master Servicer] 1000 Xxxxxxxx [xxxxxxx] Xxx Xxxx, XX 00000 [Name of Special Servicer] Mxxxxx Sxxxxxx Mortgage [address] Capital Holdings LLC 1000 Xxxxxxxx [Name of Paying Agent] Nxx Xxxx, XX 00000 [address] [Names and addresses of other sellers] Re: Pooling and Servicing Agreement (“Pooling and Servicing Agreement”) relating to Mxxxxx Sxxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 20__-__ Ladies and Gentlemen: In accordance with the provisions of Section 2.2 of the December 2025 Payment Date Pooling and Servicing Agreement, the undersigned hereby certifies that, with respect to each Mortgage Loan listed in the Mortgage Loan Schedule and subject to the exceptions noted in the schedule of exceptions attached hereto, that: (a) all documents required to be included in the “Class A-4 Final Scheduled Payment Date”Mortgage File pursuant to clauses (i), (ii), (iv), (vi), (viii) and (xii) of the Redemption Datedefinition of “Mortgage File” required to be in the Mortgage File, if any, and any documents required to be included in the Mortgage File pursuant to Section 10.01 all other clauses of the Indenture. Generallydefinition of “Mortgage File” (to the extent required to be delivered pursuant to the Pooling and Servicing Agreement and any applicable Primary Servicing Agreement), no payments of principal to the extent actually known by a Responsible Officer of the Class A-4 Notes shall Trustee to be made until required pursuant to the Class A-1 NotesPooling and Servicing Agreement (assuming that, Class A-2 Notes and Class A-3 Notes with respect to the documents referred to in clause (xii) of the definition of Mortgage File, an original letter of credit in the possession of the Trustee is not so required, unless a Responsible Officer of the Trustee has actual knowledge to the contrary), are in its possession, (b) such documents have been paid in full. Capitalized terms used but reviewed by it and have not defined herein are defined in Article I been materially mutilated, damaged, defaced, torn or otherwise physically altered, and such documents relate to such Mortgage Loan, (c) based on its examination and only as to the Mortgage Note and the Mortgage or the appraisal of the Indenturerelated Mortgaged Property, which also contains rules the street address of the Mortgaged Property set forth in the Mortgage Loan Schedule accurately reflects the information contained in the documents in the Mortgage File, and (d) each Mortgage Note has been endorsed as to construction that shall be applicable hereinrequired by the terms of the Pooling and Servicing Agreement. BY ACQUIRING A CLASS A-4 NOTE, EACH INITIAL PURCHASER, TRANSFEREE AND OWNER OF A BENEFICIAL INTEREST IN SUCH NOTE WILL BE DEEMED TO REPRESENT THAT EITHER (1) IT IS NOT AND WILL NOT BE AND IS NOT ACTING ON BEHALF OF OR ACQUIRING THE NOTES WITH THE ASSETS OF ANY PERSON THAT IS OR WILL BE The Trustee makes no representations as to: (i) AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974the validity, AS AMENDED (“ERISA”) THAT IS SUBJECT TO TITLE I OF ERISAlegality, sufficiency, enforceability or genuineness of any of the documents contained in each Mortgage File identified in the Mortgage Loan Schedule, (ii) A “PLAN” DESCRIBED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986the collectability, AS AMENDED (THE “CODE”) THAT IS SUBJECT TO SECTION 4975 OF THE CODEinsurability, effectiveness or suitability of any such Mortgage Loan or (iii) ANY ENTITY OR ACCOUNT WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” (WITHIN THE MEANING OF THE DEPARTMENT OF LABOR REGULATION LOCATED AT 29 C.F.R. SECTION 2510.3-101whether any of the documents contained in each Mortgage File are appropriate for their represented purposes, AS MODIFIED BY SECTION 3(42) OF ERISA) OR (iv) ANY U.S. GOVERNMENTAL PLAN, NON-U.S. PLAN, CHURCH PLAN OR ANY OTHER EMPLOYEE BENEFIT PLAN, ACCOUNT OR ARRANGEMENT THAT IS SUBJECT TO ANY U.S. FEDERAL, STATE, LOCAL OR NON-U.S. LAW THAT IS SUBSTANTIALLY SIMILAR TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”) OR (2) ITS ACQUISITION AND HOLDING OF THE CLASS A-4 NOTES (OR ANY INTEREST THEREIN) WILL NOT GIVE RISE TO A NONEXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION OF SIMILAR LAWor are other than what they purport to be on their face or are in recordable form. The Issuing Entity will pay Trustee acknowledges receipt of notice that the Depositor has assigned to the Trustee for the benefit of the Certificateholders all of the Depositor’s right, title and interest in and to the Mortgage Loans, the REMIC I Regular Interests, the REMIC II Regular Interests, and the assets of Class EI Grantor Trust and that, in the event such assignment is not upheld as an absolute sale, that the Depositor has granted to the Trustee for the benefit of Certificateholders a security interest in such items. Capitalized words and phrases used herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement. This Certificate is qualified in all respects by the terms of said Pooling and Servicing Agreement including but not limited to Section 2.2. [Name of Trustee], as Trustee By: Name: Title: [Name and Address of Trustee] Mxxxxx Sxxxxxx Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 20__-__ In connection with the administration of the Mortgage File held by or on this Note at behalf of you as trustee under a certain Pooling and Servicing Agreement, dated as of ______, 20__ (the rate per annum shown above on each Payment Date until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date“Pooling and Servicing Agreement”), subject to certain limitations contained among Mxxxxx Sxxxxxx Capital I Inc., as depositor, [Name of Master Servicer], as master servicer (the “Master Servicer”), [Name of Special Servicer], as special servicer (the “Special Servicer”), and you as trustee, paying agent and certificate registrar (in such capacity, the last sentence of Section 3.01 “Trustee”), the undersigned as a [Master][Special] Servicer hereby requests a release of the Indenture. Interest Mortgage File (or the portion thereof specified below) held by or on this Note will accrue for each Payment Date from and including the 15th day behalf of the preceding calendar month (or, for the initial interest accrual period, from and including the Closing Date) to but excluding the 15th day of the current calendar month. Interest will be computed on the basis of a 360-day year of twelve 30-day months. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. The principal of and interest on this Note are payable in such coin or currency of the United States of America you as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuing Entity Trustee with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Notefollowing described Mortgage Loan for the reason indicated below. Reference is made to Property Name: Address: Prospectus No.: If only particular documents in the further provisions of this Note set forth on the reverse hereofMortgage File are requested, which shall have the same effect as though fully set forth on the face of this Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture, please specify which: Reason for requesting Mortgage File (or be valid or obligatory for any purpose.portion thereof):
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Morgan Stanley Capital I Inc.)
Signature Guaranteed. NOTICE2 NOTE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whateverwhatsoever. Such signature must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation in STAMP or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTCSECURITIES ACT”), OR UNDER ANY STATE SECURITIES OR BLUE SKY LAW OF ANY STATE. THE HOLDER HEREOF, BY PURCHASING THIS NOTE, AGREES THAT THIS NOTE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER REQUIREMENTS OF LAWS AND ONLY (1) PURSUANT TO RULE 144A UNDER THE ISSUING ENTITY SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A “QIB”) WHO IS A QUALIFIED PURCHASER FOR PURPOSES OF SECTION 3(c)(7) UNDER THE INVESTMENT COMPANY ACT OF 1940 (A “QUALIFIED PURCHASER”) PURCHASING FOR ITS OWN ACCOUNT OR ITS AGENT A QIB WHO IS A QUALIFIED PURCHASER PURCHASING FOR REGISTRATION THE ACCOUNT OF TRANSFERA QIB WHO IS A QUALIFIED PURCHASER, EXCHANGE OR PAYMENTWHOM THE HOLDER HAS INFORMED THAT THE REOFFER, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFERRESALE, PLEDGE OR OTHER USE HEREOF TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) IN CERTIFICATED FORM TO AN INSTITUTIONAL “ACCREDITED INVESTOR” (WITHIN THE MEANING OF RULE 501 (a)(1)–(3) OR (7) UNDER THE SECURITIES ACT) THAT IS ALSO A QUALIFIED PURCHASER, PURCHASING FOR VALUE INVESTMENT AND NOT FOR DISTRIBUTION IN VIOLATION OF THE SECURITIES ACT, IN EACH CASE, SUBJECT TO (A) THE RECEIPT BY THE INDENTURE TRUSTEE OF A LETTER SUBSTANTIALLY IN THE FORM PROVIDED IN THE INDENTURE AND (B) THE RECEIPT BY THE INDENTURE TRUSTEE OF SUCH OTHER EVIDENCE ACCEPTABLE TO THE INDENTURE TRUSTEE THAT SUCH REOFFER, RESALE, PLEDGE OR OTHERWISE TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER REQUIREMENTS OF LAWS OR IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE UNITED STATES AND SECURITIES AND BLUE SKY LAWS OF ANY STATE OF THE UNITED STATES AND ANY OTHER APPLICABLE JURISDICTION, (3) IN AN OFFSHORE TRANSACTION IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, (4) PURSUANT TO ANOTHER EXEMPTION AVAILABLE UNDER THE SECURITIES ACT AND IN ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES LAWS, OR (5) PURSUANT TO A VALID REGISTRATION STATEMENT. THE PURCHASE OF THIS NOTE WILL BE DEEMED A REPRESENTATION BY THE ACQUIRER THAT IT IS NOT, AND IS NOT ACQUIRING OR HOLDING THIS NOTE, DIRECTLY OR INDIRECTLY, ON BEHALF OF OR WITH ANY ASSETS OF, AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF ERISA, THAT IS SUBJECT TO ANY PERSON IS WRONGFUL INASMUCH AS TITLE I OF ERISA, OR A “PLAN” DESCRIBED IN AND SUBJECT TO SECTION 4975 OF THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREINCODE. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. THIS CLASS F NOTE IS A PRINCIPAL ONLY NOTE AND DOES NOT BEAR ANY INTEREST. THIS CLASS F NOTE MAY NOT BE TRANSFERRED DIRECTLY OR INDIRECTLY TO ANY PERSON THAT IS, OR IS ACTING DIRECTLY OR INDIRECTLY FOR, ON BEHALF OF OR WITH ANY ASSETS OF, AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF ERISA THAT IS SUBJECT TO TITLE I OF ERISA, OR A “PLAN” DESCRIBED IN AND SUBJECT TO SECTION 4975 OF THE CODE (COLLECTIVELY, “PLAN”). THIS CLASS F NOTE MAY NOT BE TRANSFERRED TO A PLAN THAT IS NOT SUBJECT TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE UNLESS ITS ACQUISITION AND HOLDING OF THIS NOTE WILL NOT CONSTITUTE OR RESULT IN A VIOLATION OF ANY FEDERAL, STATE, LOCAL, NON-U.S. OR OTHER LAW SUBSTANTIVELY SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (“SIMILAR LAW”). FURTHER, THIS NOTE MAY BE TRANSFERRED ONLY TO A UNITED STATES PERSON WITHIN THE MEANING OF SECTION 7701(a)(30) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. THIS CLASS F NOTE MAY NOT BE ACQUIRED OR OWNED BY ANY PERSON THAT IS CLASSIFIED FOR U.S. FEDERAL INCOME TAX PURPOSES AS A PARTNERSHIP, SUBCHAPTER S CORPORATION OR GRANTOR TRUST UNLESS (A) NONE OF THE DIRECT OR INDIRECT BENEFICIAL OWNERS OF ANY INTEREST IN SUCH PERSON HAVE OR EVER WILL HAVE MORE THAN 50% OF THE VALUE OF ITS INTEREST IN SUCH PERSON ATTRIBUTABLE TO THE INTEREST OF SUCH PERSON IN ANY CLASS E NOTES, CLASS F NOTES OR OTHER INTEREST (DIRECT OR INDIRECT) IN CAPITALSOURCE COMMERCIAL LOAN TRUST 2006-1, AND (B) IT IS NOT AND WILL NOT BE A PRINCIPAL PURPOSE OF THE ARRANGEMENT INVOLVING THE INVESTMENT OF SUCH PERSON IN THIS CLASS F NOTE TO PERMIT ANY PARTNERSHIP TO SATISFY THE 100 PARTNER LIMITATION OF TREAS. REG. § 1.7704-1(H)(1)(II). THIS CLASS F NOTE (AND ANY INTEREST HEREIN) MAY NOT BE ACQUIRED, SOLD, TRANSFERRED, ASSIGNED, PARTICIPATED, PLEDGED OR OTHERWISE DISPOSED OF OR CAUSED TO BE MARKETED, ON OR THROUGH (I) AN “ESTABLISHED SECURITIES MARKET” WITHIN THE MEANING OF SECTION 7704(B) OF THE CODE, INCLUDING, WITHOUT LIMITATION, AN INTERDEALER QUOTATION SYSTEM THAT REGULARLY DISSEMINATES FIRM BUY OR SELL QUOTATIONS OR (II) A “SECONDARY MARKET (OR THE SUBSTANTIAL EQUIVALENT THEREOF)” WITHIN THE MEANING OF SECTION 7704(B)(2) OF THE CODE, INCLUDING A MARKET WHEREIN ANY CLASS F NOTE (OR INTEREST THEREIN) IS REGULARLY QUOTED BY ANY PERSON MAKING A MARKET IN SUCH INTERESTS AND A MARKET WHEREIN ANY PERSON REGULARLY MAKES AVAILABLE BID OR OFFER QUOTES WITH RESPECT TO ANY CLASS F NOTE (OR INTEREST THEREIN) AND STANDS READY TO EFFECT BUY OR SELL TRANSACTIONS AT THE QUOTED PRICES FOR ITSELF OR ON BEHALF OF OTHERS. THIS CLASS F NOTE (AND ANY INTEREST HEREIN) MAY NOT BE TRANSFERRED IN AN AMOUNT LESS THAN THE MINIMUM DENOMINATION OF SUCH CLASS E NOTE. NO TRANSFER, SALE, PLEDGE OR OTHER DISPOSITION OF ONE OR MORE CLASS F NOTES (A “TRANSFER”) SHALL BE MADE UNLESS SIMULTANEOUSLY WITH THE TRANSFER (1) A PROPORTIONATE AMOUNT OF TRUST CERTIFICATES ARE TRANSFERRED SO THAT THE RATIO OF THE PERCENTAGE INTEREST OF THE TRUST CERTIFICATES SO TRANSFERRED TO ALL TRUST CERTIFICATES AND THE RATIO OF THE PERCENTAGE INTEREST OF THE CLASS F NOTES SO TRANSFERRED TO THE PERCENTAGE INTEREST OF ALL CLASS F NOTES ARE EQUAL, (2) THE TRANSFERS OF THE TRUST CERTIFICATES AND CLASS F NOTES REFERRED TO HEREIN ARE MADE TO THE SAME PERSON, AND (3) THE PERCENTAGE INTEREST OF THE TRUST CERTIFICATES AND CLASS F NOTES, RESPECTIVELY, SO TRANSFERRED IS NO LESS THAN TEN (10%) PERCENT. THE RIGHTS OF THE HOLDERS OF THIS CLASS F NOTE TO RECEIVE PRINCIPAL ARE SUBORDINATED TO THE RIGHTS OF THE HOLDERS OF THE CLASS A NOTES, THE CLASS B NOTES, THE CLASS C NOTES, THE CLASS D NOTES AND THE CLASS E NOTES TO RECEIVE PRINCIPAL AND INTEREST TO THE EXTENT SET FORTH IN THE SALE AND SERVICING AGREEMENT. REGISTERED $__________ $ No.: ____ CUSIP No.: _____ WORLD OMNI AUTO RECEIVABLES TRUST 2019. F – April 11, 2006 CapitalSource Commercial Loan Trust 2006-C1, a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuing EntityIssuer”), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of ___________ DOLLARS payable on each Payment Date in an amount equal to the result obtained by multiplying (i) a fraction the numerator of which is $______ the initial principal balance of this Class F Note and the denominator of which is $80,300,000 the Initial Class F Principal Balance by (ii) the aggregate amount, if any, payable from the Note Distribution Account in respect of principal on the Class A-4 F Notes pursuant to Section 3.01 of the Indenture dated as of November 14, 2019 (the “Indenture”), between the Issuing Entity and MUFG Union Bank, N.A., as Indenture Trustee (the “Indenture Trustee”); provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of the December 2025 Payment Date (the “Class A-4 Final Scheduled Payment Date”) and the Redemption Date, if any, pursuant to Section 10.01 3.05 of the Indenture. Generally, no payments of principal of the Class A-4 Notes shall be made until the Class A-1 Notes, Class A-2 Notes and Class A-3 Notes have been paid in full. Capitalized terms used but not defined herein are defined in Article I of the Indenture, which also contains rules as to construction that shall be applicable herein. BY ACQUIRING A CLASS A-4 NOTE, EACH INITIAL PURCHASER, TRANSFEREE AND OWNER OF A BENEFICIAL INTEREST IN SUCH NOTE WILL BE DEEMED TO REPRESENT THAT EITHER (1) IT IS NOT AND WILL NOT BE AND IS NOT ACTING ON BEHALF OF OR ACQUIRING THE NOTES WITH THE ASSETS OF ANY PERSON THAT IS OR WILL BE (i) AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) THAT IS SUBJECT TO TITLE I OF ERISA, (ii) A “PLAN” DESCRIBED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) THAT IS SUBJECT TO SECTION 4975 OF THE CODE, (iii) ANY ENTITY OR ACCOUNT WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” (WITHIN THE MEANING OF THE DEPARTMENT OF LABOR REGULATION LOCATED AT 29 C.F.R. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) OR (iv) ANY U.S. GOVERNMENTAL PLAN, NON-U.S. PLAN, CHURCH PLAN OR ANY OTHER EMPLOYEE BENEFIT PLAN, ACCOUNT OR ARRANGEMENT THAT IS SUBJECT TO ANY U.S. FEDERAL, STATE, LOCAL OR NON-U.S. LAW THAT IS SUBSTANTIALLY SIMILAR TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”) OR (2) ITS ACQUISITION AND HOLDING OF THE CLASS A-4 NOTES (OR ANY INTEREST THEREIN) WILL NOT GIVE RISE TO A NONEXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION OF SIMILAR LAW. The Issuing Entity will pay interest Distributions on this Note at the rate per annum shown above on each Payment Date until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date), subject to certain limitations contained in the last sentence of Section 3.01 of the Indenture. Interest on this Note will accrue for each Payment Date from and including the 15th day of the preceding calendar month (or, for the initial interest accrual period, from and including the Closing Date) to but excluding the 15th day of the current calendar month. Interest will be computed on the basis of a 360-day year of twelve 30-day months. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. The principal of and interest on this Class F Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuing Entity with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. Reference is made to the further provisions of this Class F Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Class F Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Class F Note shall not be entitled to any benefit under the IndentureIndenture referred to on the reverse hereof, or be valid or obligatory for any purpose.
Appears in 1 contract
Samples: Indenture (Capitalsource Inc)
Signature Guaranteed. NOTICENOTE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particularNote, without alteration, enlargement or any change whateverwhatsoever. Such signature must be guaranteed by The initial principal balance of this Temporary Regulation S Global Series 2019-1 Class A-2 Note is $[___________]. The following exchanges of an interest in this Temporary Regulation S Global Series 2019-1 Class A-2 Note for an interest in a corresponding Rule 144A Global Series 2019-1 Class A-2 Note or a Permanent Regulation S Global Series 2019-1 Class A-2 Note have been made: THE ISSUANCE AND SALE OF THIS PERMANENT REGULATION S GLOBAL SERIES 2019-1 CLASS A-2 NOTE (THIS “eligible guarantor institutionNOTE”) HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER RELEVANT JURISDICTION, AND PLANET FITNESS MASTER ISSUER LLC (THE “MASTER ISSUER”) HAS NOT BEEN REGISTERED UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE “1940 ACT”). THIS NOTE OR ANY INTEREST HEREIN MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE MASTER ISSUER OR AN AFFILIATE THEREOF, (B) IN THE UNITED STATES, TO EITHER A PERSON WHO IS NOT A COMPETITOR AND WHO IS A “QUALIFIED INSTITUTIONAL BUYER” meeting the requirements of the Note RegistrarAS DEFINED IN RULE 144A UNDER THE 1933 ACT (“RULE 144A”), which requirements include membership or participation in STAMP or such other ACTING FOR ITS OWN ACCOUNT OR ONE OR MORE ACCOUNTS WITH RESPECT TO WHICH SUCH PERSON EXERCISES SOLE INVESTMENT DISCRETION OR (C) OUTSIDE THE UNITED STATES, TO A PERSON WHO IS NOT A COMPETITOR AND WHO IS NOT A “signature guarantee programU.S. PERSON” as may be determined by the Note Registrar in addition toAS DEFINED IN REGULATION S UNDER THE 1933 ACT (“REGULATION S”), or in substitution forACTING FOR ITS OWN ACCOUNT OR ONE OR MORE ACCOUNTS WITH RESPECT TO WHICH SUCH PERSON EXERCISES SOLE INVESTMENT DISCRETION, STAMPNONE OF WHICH ARE A U.S. PERSON, all in accordance with the Securities Exchange Act of 1934IN OFFSHORE TRANSACTIONS IN RELIANCE ON REGULATION S, as amendedAND, IN EACH CASE, IN COMPLIANCE WITH THE CERTIFICATIONS AND OTHER REQUIREMENTS SPECIFIED IN THE INDENTURE REFERRED TO HEREIN AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OR THE UNITED STATES AND ANY OTHER RELEVANT JURISDICTION. BY ITS ACQUISITION OR ACCEPTANCE HEREOF, THE HOLDER (IF NOT THE MASTER ISSUER OR AN AFFILIATE OF THE MASTER ISSUER) REPRESENTS THAT IT IS NOT A COMPETITOR AND (A) IT IS EITHER (X) A “QUALIFIED INSTITUTIONAL BUYER” AS DEFINED IN RULE 144A OR (Y) NOT A U.S. PERSON AND IS ACQUIRING THIS NOTE IN AN OFFSHORE TRANSACTION, AS APPLICABLE, (B) IT IS ACTING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER PERSON WHICH IS EITHER (X) A QUALIFIED INSTITUTIONAL BUYER OR (Y) NOT A U.S. PERSON, AND IN EACH CASE WITH RESPECT TO WHICH IT EXERCISES SOLE INVESTMENT DISCRETION, (C) IT AND EACH ACCOUNT FOR WHICH IT IS PURCHASING WILL HOLD AND TRANSFER AT LEAST THE MINIMUM DENOMINATION OF NOTES, (D) IT UNDERSTANDS THAT THE MASTER ISSUER MAY RECEIVE A LIST OF PARTICIPANTS HOLDING POSITIONS IN ITS NOTES FROM ONE OR MORE BOOK-ENTRY DEPOSITORIES AND (E) IT WILL PROVIDE NOTICE OF THE TRANSFER RESTRICTIONS TO ANY SUBSEQUENT TRANSFEREES. EACH PERSON (IF NOT THE MASTER ISSUER OR AN AFFILIATE OF THE MASTER ISSUER) TAKING DELIVERY OF THIS NOTE OR AN INTEREST IN THIS NOTE WILL BE DEEMED TO HAVE MADE THE APPLICABLE REPRESENTATIONS AND AGREEMENTS REFERRED TO IN THE INDENTURE. EACH PERSON TAKING DELIVERY OF THIS NOTE OR AN INTEREST IN THIS NOTE IN THE FORM OF AN INTEREST IN A RULE 144A GLOBAL NOTE WILL BE REQUIRED TO DELIVER A TRANSFER CERTIFICATE IN THE FORM REQUIRED BY THE INDENTURE AND WILL BE REQUIRED TO MAKE THE APPLICABLE REPRESENTATIONS AND AGREEMENTS REFERRED TO IN THE INDENTURE. ANY TRANSFER OF THIS NOTE IN VIOLATION OF THE FOREGOING WILL BE OF NO FORCE AND EFFECT AND WILL BE VOID AB INITIO AND WILL NOT OPERATE TO TRANSFER ANY RIGHTS TO ANY PERSON CAUSING SUCH VIOLATION, NOTWITHSTANDING ANY INSTRUCTIONS TO THE CONTRARY TO THE MASTER ISSUER, THE TRUSTEE OR ANY INTERMEDIARY. IF THIS NOTE WAS ACQUIRED IN THE UNITED STATES, AND THE HOLDER IS DETERMINED TO BE A COMPETITOR OR NOT TO HAVE BEEN A QUALIFIED INSTITUTIONAL BUYER AT THE TIME OF ACQUISITION OF THIS NOTE, THE MASTER ISSUER HAS THE RIGHT TO REQUIRE SUCH HOLDER TO SELL THIS NOTE TO A PURCHASER WHO IS A QUALIFIED INSTITUTIONAL BUYER AND NOT A COMPETITOR. THE MASTER ISSUER ALSO HAS THE RIGHT TO REFUSE TO HONOR A TRANSFER TO A PERSON WHO IS NOT A QUALIFIED INSTITUTIONAL BUYER OR WHO IS A COMPETITOR. IF THIS NOTE WAS ACQUIRED OUTSIDE THE UNITED STATES, AND THE HOLDER IS DETERMINED TO HAVE BEEN A “U.S. PERSON” AT THE TIME OF ACQUISITION OF THIS NOTE, THE MASTER ISSUER HAS THE RIGHT TO REQUIRE SUCH HOLDER TO SELL THIS NOTE TO A PURCHASER WHO IS NOT A “U.S. PERSON” AND WHO IS NOT A COMPETITOR. THE MASTER ISSUER ALSO HAS THE RIGHT TO REFUSE TO HONOR A TRANSFER TO A PERSON WHO IS A “U.S. PERSON” OR WHO IS A COMPETITOR. BY ACCEPTING THIS NOTE, EACH PURCHASER COVENANTS THAT IT WILL NOT AT ANY TIME PRIOR TO THE DATE WHICH IS ONE (1) YEAR AND ONE (1) DAY AFTER THE PAYMENT IN FULL OF THE LATEST MATURING NOTE, INSTITUTE AGAINST, OR JOIN WITH ANY OTHER PERSON IN INSTITUTING AGAINST, ANY SECURITIZATION ENTITY ANY BANKRUPTCY, REORGANIZATION, ARRANGEMENT, INSOLVENCY OR LIQUIDATION PROCEEDINGS, OR OTHER PROCEEDINGS, UNDER ANY FEDERAL OR STATE BANKRUPTCY OR SIMILAR LAW. THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF THE DEPOSITORY TRUST COMPANY (“DTC”), A NEW YORK CORPORATION, 00 XXXXX XXXXXX, XXX XXXX, XXX XXXX 00000, XX X XXXXXXX THEREOF. THIS NOTE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS NOTE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN DTC OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), DTC TO THE ISSUING ENTITY MASTER ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENTTHE NOTE REGISTRAR, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (DTC, AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS 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 BECAUSE THE REGISTERED OWNER HEREOFOWNER, CEDE & CO., HAS AN INTEREST HEREIN. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. REGISTERED ANY PERSON ACQUIRING THIS NOTE MAY ASCERTAIN ITS CURRENT PRINCIPAL AMOUNT BY INQUIRY OF THE TRUSTEE. No. U- [__] up to $[__________ No.: ____ ] CUSIP No.Number: [_____ WORLD OMNI AUTO RECEIVABLES TRUST 2019-C________] ISIN Number: [____________] Common Code: [____________] PLANET FITNESS MASTER ISSUER LLC, a statutory trust organized and existing limited liability company formed under the laws of the State of Delaware (herein referred to as the “Issuing EntityMaster Issuer”), for value received, hereby promises to pay to Cede CEDE & Co., CO. or registered assigns, up to the principal sum of [___________ __] DOLLARS payable on each Payment Date in an amount equal to the result obtained by multiplying (i) a fraction the numerator of which is $[______ _______]) as provided below and in the denominator of which is $80,300,000 by (ii) the aggregate amount, if any, payable from the Note Distribution Account in respect Indenture referred to herein. Payments of principal on shall be payable in the Class A-4 Notes pursuant to Section 3.01 of amounts and at the times set forth in the Indenture dated as of November 14, 2019 (the “Indenture”), between the Issuing Entity and MUFG Union Bank, N.A., as Indenture Trustee (the “Indenture Trustee”)described herein; provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of the December 2025 Quarterly Payment Date occurring in December 2049 (the “Series 2019-1 Class A-4 A-2 Legal Final Scheduled Payment Maturity Date”) and the Redemption Date, if any, pursuant to Section 10.01 of the Indenture. Generally, no payments of principal of the Class A-4 Notes shall be made until the Class A-1 Notes, Class A-2 Notes and Class A-3 Notes have been paid in full. Capitalized terms used but not defined herein are defined in Article I of the Indenture, which also contains rules as to construction that shall be applicable herein. BY ACQUIRING A CLASS A-4 NOTE, EACH INITIAL PURCHASER, TRANSFEREE AND OWNER OF A BENEFICIAL INTEREST IN SUCH NOTE WILL BE DEEMED TO REPRESENT THAT EITHER (1) IT IS NOT AND WILL NOT BE AND IS NOT ACTING ON BEHALF OF OR ACQUIRING THE NOTES WITH THE ASSETS OF ANY PERSON THAT IS OR WILL BE (i) AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) THAT IS SUBJECT TO TITLE I OF ERISA, (ii) A “PLAN” DESCRIBED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) THAT IS SUBJECT TO SECTION 4975 OF THE CODE, (iii) ANY ENTITY OR ACCOUNT WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” (WITHIN THE MEANING OF THE DEPARTMENT OF LABOR REGULATION LOCATED AT 29 C.F.R. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) OR (iv) ANY U.S. GOVERNMENTAL PLAN, NON-U.S. PLAN, CHURCH PLAN OR ANY OTHER EMPLOYEE BENEFIT PLAN, ACCOUNT OR ARRANGEMENT THAT IS SUBJECT TO ANY U.S. FEDERAL, STATE, LOCAL OR NON-U.S. LAW THAT IS SUBSTANTIALLY SIMILAR TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”) OR (2) ITS ACQUISITION AND HOLDING OF THE CLASS A-4 NOTES (OR ANY INTEREST THEREIN) WILL NOT GIVE RISE TO A NONEXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION OF SIMILAR LAW). The Issuing Entity Master Issuer will pay interest on this Permanent Regulation S Global Series 2019-1 Class A-2 Note (this “Note”) at the rate per annum shown above on Series 2019-1 Class A-2 Note Rate for each Payment Date until Interest Accrual Period in accordance with the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date), subject to certain limitations contained in the last sentence of Section 3.01 terms of the Indenture. Interest Such interest will be payable in arrears on this Note each Quarterly Payment Date, which will be on the 5th day (or, if such date is not a Business Day, the next succeeding Business Day) of each March, June, September and December, commencing on March 5, 2020 (each, a “Quarterly Payment Date”). Such interest will accrue for each Quarterly Payment Date from and including with respect to (i) initially, the 15th day of the preceding calendar month (or, for the initial interest accrual period, period from and including the Closing DateDate to but excluding March 5, 2020 and (ii) thereafter, the period from and including the 5th day of the calendar month in which the immediately preceding Quarterly Payment Date occurred to but excluding the 15th 5th day of the calendar month that includes the then-current calendar monthQuarterly Payment Date (each, an “Interest Accrual Period”). Interest with respect to the Notes (and interest on any defaulted payments of interest or principal) will be computed on the basis of a 360-day year consisting of twelve 30-day months. Such principal of and interest In addition, under the circumstances set forth in the Indenture, the Master Issuer shall also pay Series 2019-1 Class A-2 Quarterly Post-ARD Contingent Interest on this Note at the rate set forth in the Indenture, and such contingent interest shall be paid computed and shall be payable in the manner specified on amounts and at the reverse hereoftimes set forth in the Indenture. The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuing Entity Master Issuer with respect to this Note shall be applied first as provided in the Indenture. This Note is subject to interest due mandatory and payable on optional prepayment as set forth in the Indenture. Interests in this Note as are exchangeable or transferable in whole or in part for interests in a Rule 144A Global Note; provided above and then that such transfer or exchange complies with the applicable provisions of the Indenture relating to the unpaid principal transfer of the Notes. Interests in this NoteNote in certain circumstances may also be exchangeable or transferable in whole but not in part for duly executed and issued registered Definitive Notes; provided that such transfer or exchange complies with Section 2.8 of the Base Indenture and Section 4.2(c) of the Series 2019-1 Supplement. Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Although a summary of certain provisions of the Indenture is set forth below and on the reverse hereof and made a part hereof, this Note does not purport to summarize the Indenture and reference is made to the Indenture for information with respect to the interests, rights, benefits, obligations, proceeds and duties evidenced hereby and the rights, duties and obligations of the Master Issuer and the Trustee. A copy of the Indenture may be requested from the Trustee by writing to the Trustee at: Citibank, N.A., 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000, Attention: Citibank Agency & Trust – Planet Fitness Master Issuer LLC. To the extent not defined herein, the capitalized terms used herein have the meanings ascribed to them in the Indenture. Subject to the next following paragraph, the Master Issuer hereby certifies and declares that all acts, conditions and things required to be done and performed and to have happened prior to the creation of this Note and to constitute it as the valid obligation of the Master Issuer enforceable in accordance with its terms, have been done and performed and have happened in due compliance with all applicable laws and in accordance with the terms of the Indenture. Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the IndentureIndenture referred to on the reverse hereof, or be valid or obligatory for any purpose.
Appears in 1 contract
Signature Guaranteed. NOTICE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatever. Such signature Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation as defined in STAMP or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with Rule l7Ad-15 promulgated under the Securities Exchange Act of 1934, as amended. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANYThe undersigned hereby certifies that (1) the Rights evidenced by this Right Certificate are not beneficially owned by nor are they being exercised on behalf of an Acquiring Person, an Interested Stockholder or an Affiliate or Associate thereof (as such terms are defined in the Agreement); and (2) after due inquiry and to the best of the knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Right Certificate from any Person who is or was an Acquiring Person, an Interested Stockholder, or an Affiliate or Associate thereof. Signature The signature in the Form of Assignment or Form of Election to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Agreement) and such Assignment or Election to Purchase will not be honored. (EXHIBIT C TO RIGHTS PLAN) On May 3, 2007, the special committee (the “Special Committee”) of the Board of Directors of OPTICAL COMMUNICATION PRODUCTS, INC. (the “Company”) declared a dividend of one preferred share purchase right (a “Right”) for each outstanding share of the Company’s Common Stock, par value $0.001 per share (the “Common Shares”). The dividend is effective as of May 14, 2007 (the “Record Date”) with respect to the stockholders of record on that date. The Rights will also attach to new Common Shares issued after the Record Date. Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series A NEW YORK CORPORATION Junior Participating Preferred Stock, par value $0.001 per share (the “DTCPreferred Shares”), TO THE ISSUING ENTITY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS 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. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. REGISTERED $__________ No.: ____ CUSIP No.: _____ WORLD OMNI AUTO RECEIVABLES TRUST 2019-C, a statutory trust organized and existing under the laws of the State Company at a price of Delaware $15.00 per one one-thousandth of a Preferred Share (herein referred to as the “Issuing EntityPurchase Price”), for value received, hereby promises subject to pay adjustment. Each Preferred Share is designed to Cede & Co., or registered assigns, be the principal sum economic equivalent of ___________ DOLLARS payable on each Payment Date in an amount equal to the result obtained by multiplying (i) a fraction the numerator of which is $______ and the denominator of which is $80,300,000 by (ii) the aggregate amount, if any, payable from the Note Distribution Account in respect of principal on the Class A-4 Notes pursuant to Section 3.01 1000 shares of the Indenture Company’s Class A Common Stock, par value $0.001 per share (the “Class A Common Shares”). The description and terms of the Rights are set forth in a Rights Agreement dated as of November 14May 3, 2019 2007 (the “IndentureAgreement”), between the Issuing Entity Company and MUFG Union Bank, N.A., as Indenture Trustee American Stock Transfer & Trust Company (the “Indenture TrusteeRights Agent”); provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of the December 2025 Payment Date (the “Class A-4 Final Scheduled Payment Date”) and the Redemption Date, if any, pursuant to Section 10.01 of the Indenture. Generally, no payments of principal of the Class A-4 Notes shall be made until the Class A-1 Notes, Class A-2 Notes and Class A-3 Notes have been paid in full. Capitalized terms used but not defined herein are defined in Article I of the Indenture, which also contains rules as to construction that shall be applicable herein. BY ACQUIRING A CLASS A-4 NOTE, EACH INITIAL PURCHASER, TRANSFEREE AND OWNER OF A BENEFICIAL INTEREST IN SUCH NOTE WILL BE DEEMED TO REPRESENT THAT EITHER (1) IT IS NOT AND WILL NOT BE AND IS NOT ACTING ON BEHALF OF OR ACQUIRING THE NOTES WITH THE ASSETS OF ANY PERSON THAT IS OR WILL BE (i) AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) THAT IS SUBJECT TO TITLE I OF ERISA, (ii) A “PLAN” DESCRIBED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) THAT IS SUBJECT TO SECTION 4975 OF THE CODE, (iii) ANY ENTITY OR ACCOUNT WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” (WITHIN THE MEANING OF THE DEPARTMENT OF LABOR REGULATION LOCATED AT 29 C.F.R. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) OR (iv) ANY U.S. GOVERNMENTAL PLAN, NON-U.S. PLAN, CHURCH PLAN OR ANY OTHER EMPLOYEE BENEFIT PLAN, ACCOUNT OR ARRANGEMENT THAT IS SUBJECT TO ANY U.S. FEDERAL, STATE, LOCAL OR NON-U.S. LAW THAT IS SUBSTANTIALLY SIMILAR TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”) OR (2) ITS ACQUISITION AND HOLDING OF THE CLASS A-4 NOTES (OR ANY INTEREST THEREIN) WILL NOT GIVE RISE TO A NONEXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION OF SIMILAR LAW. The Issuing Entity will pay interest on this Note at the rate per annum shown above on each Payment Date until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date), subject to certain limitations contained in the last sentence of Section 3.01 of the Indenture. Interest on this Note will accrue for each Payment Date from and including the 15th day of the preceding calendar month (or, for the initial interest accrual period, from and including the Closing Date) to but excluding the 15th day of the current calendar month. Interest will be computed on the basis of a 360-day year of twelve 30-day months. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuing Entity with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture, or be valid or obligatory for any purpose.
Appears in 1 contract
Samples: Rights Agreement (Optical Communication Products Inc)
Signature Guaranteed. NOTICE: The signature Exhibit B --------- [alone] [DELETE THIS EXHIBIT IF WARRANT CERTIFICATES IN ONLY REGISTERED FORM ARE TO BE ISSUED] [FORM OF GLOBAL WARRANT CERTIFICATE IN BEARER FORM] [Face of Global Warrant Certificate] EXERCISABLE ONLY IF COUNTERSIGNED BY THE WARRANT AGENT AS PROVIDED HEREIN FORTUNE BRANDS, INC. GLOBAL WARRANT CERTIFICATE REPRESENTING _________ WARRANTS TO PURCHASE OF UP TO ________ PRINCIPAL AMOUNT OF [Title of Warrant Securities] VOID AFTER [TIME], ON , 19 . This Global Warrant Certificate evidences warrants (the "Warrants") representing the right to this assignment must correspond with purchase, subject to the name terms and conditions hereof and of the registered owner as it appears Debt Warrant Agreement referred to below, at any time [after [time] on the face of the within Note in every particular, without alteration, enlargement or any change whatever. Such signature must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation in STAMP or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUING ENTITY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS 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. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. REGISTERED $___________ No.: 19____ CUSIP No.: , and] on or before the [time] in [location] on __________, 19___, up to _________ WORLD OMNI AUTO RECEIVABLES TRUST 2019aggregate principal amount of [Title of Warrant Securities] (the "Warrant Securities") of Fortune Brands, Inc. (the "Company") issued and to be issued under the Indenture (as hereinafter defined), on the following basis: on _________, 19__ the exercise price of each Warrant will be __________; during the period from ___________, 19___ through and including _______, 19___, the exercise price of each Warrant will be _____ plus [accrued amortization of the original issue discount] [accrued interest] from _____________, 19___; on _____________, 19___ the exercise price of each Warrant will be _____________; during the period from ___________, 19___ through and including ___________, 19___, the exercise price of each Warrant will be ___________ plus [accrued amortization of the original issue discount] [accrued interest] from ____________, 19___ [; in each case, the original issue discount will be amortized at a ___% annual rate, computed on an annual basis using the "interest" method and using a 360-Cday year consisting of twelve 30-day months] (the "Warrant Price"). [The original issue discount for each ____ principal amount of Warrant Securities is ____________.] Beneficial owners of Warrants represented by this Global Warrant Certificate may cause such Warrants to be exercised only by transmitting by tested telex or by delivering or causing to be delivered to Xxxxxx Guaranty Trust Company of New York, Brussels office (or any successor), as operator of the Euro-clear System (the "Euro-clear Operator"), in Brussels, Belgium, or to Centrale de Livraison de Valeurs Mobilieres S.A. ("CEDEL") in Luxembourg, a statutory trust organized and existing warrant exercise notice, substantially in the form attached as Exhibit D to the Debt Warrant Agreement referred to below (the "Warrant Exercise Notice"), copies of which will be available from the Euro- clear Operator or CEDEL or from [name of Warrant Agent], or its successor as warrant agent (the "Warrant Agent") under the laws of Debt Warrant Agreement (the State of Delaware (herein referred to "Debt Warrant Agreement") dated as the “Issuing Entity”), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of __________, 19___ DOLLARS payable between the Company and the Warrant Agent. The Warrant Exercise Notice shall specify, among other things, the aggregate principal amount of Warrant Securities to be purchased on exercise of the Warrants, the account number or numbers on the records of the Euro-clear Operator or CEDEL to which the Warrants being exercised are credited, the account number to be debited for the Warrant Price of each Warrant being exercised (plus accrued interest, if any, on the Warrant Securities to be issued upon exercise of such Warrant from and including the Interest Payment Date (as defined in an amount equal the Indenture), if any, in respect of such Warrant Securities immediately preceding the Exercise Date to and including the Exercise Date (unless the Exercise Date is after the Regular Record Date (as defined in the Indenture), if any, for such Interest Payment Date, but on or before the immediately succeeding Interest Payment Date for such Warrant Securities, in which event no such accrued interest shall be payable in respect of Warrant Securities to be issued in registered form)) the account number to which the Warrant Securities issued on exercise of the Warrants are to be credited and the form in which Warrant Securities are to be issued. A Warrant Exercise Notice must be received by the Euro-clear Operator or CEDEL prior to [time] (Brussels or Luxembourg time, as the case may be) on the business day next preceding the Exercise Date (as defined in such Warrant Exercise Notice). The delivery to the result obtained Euro-clear Operator or CEDEL, as the case may be, of a Warrant Exercise Notice shall constitute an irrevocable election to purchase the aggregate principal amount of Warrant Securities specified therein. Any whole number of Warrants evidenced by multiplying (i) a fraction this Global Warrant Certificate may be exercised to purchase Warrant Securities in bearer or registered form in denominations of [____ or ____], in the numerator case of which is $Warrant Securities in bearer form, and of _______ and any integral multiple thereof, in the denominator case of which is $80,300,000 by (ii) the aggregate amount, if any, payable from the Note Distribution Account Warrant Securities in respect of principal on the Class A-4 Notes pursuant to Section 3.01 of the Indenture dated as of November 14, 2019 (the “Indenture”), between the Issuing Entity and MUFG Union Bank, N.A., as Indenture Trustee (the “Indenture Trustee”)registered form; provided, however, that the entire unpaid principal amount of this Note no Warrant Security in -------- ------- bearer form shall be due mailed or otherwise delivered to any location in the United States of America, its territories or possessions or areas subject to its jurisdiction or the Commonwealth of Puerto Rico (the "United States"). The Warrants evidenced by this Global Warrant Certificate, this Global Warrant Certificate and payable on the earlier rights evidenced hereby may be cancelled in the manner and under the circumstances described in the Debt Warrant Agreement. Notice of cancellation of the December 2025 Payment Date Warrants evidenced by this Global Warrant Certificate, this Global Warrant Certificate and the rights evidenced hereby shall be given by publication in the manner described in the Debt Warrant Agreement. This Global Warrant Certificate is issued under and in accordance with the Debt Warrant Agreement between the Company and the Warrant Agent and is subject to the terms and provisions contained in the Debt Warrant Agreement, to all of which terms and provisions the holder hereof consents by acceptance hereof. Copies of the Debt Warrant Agreement are on file at the above-mentioned office of the Warrant Agent [and at ___________]. The Warrant Securities to be issued and delivered upon the exercise of the Warrants evidenced by this Global Warrant Certificate will be issued under and in accordance with an Indenture dated as of [ ], 1999, as amended (the “Class A-4 Final Scheduled Payment Date”) "Indenture"), between the Company and [The Chase Manhattan Bank], as Trustee (the "Trustee"), and will be subject to the terms and provisions contained in the Indenture. Copies of the Indenture and the Redemption Dateform of the Warrant Securities are on file at the corporate trust office of the Trustee [and at ____________]. The Global Warrant Certificate, and all rights hereunder, may be transferred by delivery, and the Company and the Warrant Agent may treat the holder hereof as the owner for all purposes. The Global Warrant Certificate shall not entitle the Holder hereof to any of the rights of a holder of the Warrant Securities, including, without limitation, the right to receive payments of principal of, premium, if any, pursuant or interest, if any, on the Warrant Securities or to Section 10.01 enforce any of the covenants of the Indenture. Generally, no payments of principal of the Class A-4 Notes shall be made until the Class A-1 Notes, Class A-2 Notes and Class A-3 Notes have been paid in full. Capitalized terms used but not defined herein are defined in Article I of the Indenture, which also contains rules as to construction that shall be applicable herein. BY ACQUIRING A CLASS A-4 NOTE, EACH INITIAL PURCHASER, TRANSFEREE AND OWNER OF A BENEFICIAL INTEREST IN SUCH NOTE WILL BE DEEMED TO REPRESENT THAT EITHER (1) IT IS NOT AND WILL NOT BE AND IS NOT ACTING ON BEHALF OF OR ACQUIRING THE NOTES WITH THE ASSETS OF ANY PERSON THAT IS OR WILL BE (i) AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) THAT IS SUBJECT TO TITLE I OF ERISA, (ii) A “PLAN” DESCRIBED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) THAT IS SUBJECT TO SECTION 4975 OF THE CODE, (iii) ANY ENTITY OR ACCOUNT WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” (WITHIN THE MEANING OF THE DEPARTMENT OF LABOR REGULATION LOCATED AT 29 C.F.R. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) OR (iv) ANY U.S. GOVERNMENTAL PLAN, NON-U.S. PLAN, CHURCH PLAN OR ANY OTHER EMPLOYEE BENEFIT PLAN, ACCOUNT OR ARRANGEMENT THAT IS SUBJECT TO ANY U.S. FEDERAL, STATE, LOCAL OR NON-U.S. LAW THAT IS SUBSTANTIALLY SIMILAR TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”) OR (2) ITS ACQUISITION AND HOLDING OF THE CLASS A-4 NOTES (OR ANY INTEREST THEREIN) WILL NOT GIVE RISE TO A NONEXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION OF SIMILAR LAW. The Issuing Entity will pay interest on this Note at the rate per annum shown above on each Payment Date until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date), subject to certain limitations contained in the last sentence of Section 3.01 of the Indenture. Interest on this Note will accrue for each Payment Date from and including the 15th day of the preceding calendar month (or, for the initial interest accrual period, from and including the Closing Date) to but excluding the 15th day of the current calendar month. Interest will be computed on the basis of a 360-day year of twelve 30-day months. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuing Entity with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note This Global Warrant Certificate shall not be entitled to any benefit under the Indenture, or be valid or obligatory for any purposepurpose until countersigned by the Warrant Agent. Dated as of ____________, 19__. FORTUNE BRANDS, INC. By Attest: __________________________ Countersigned: __________________________ As Warrant Agent By________________________ Authorized Signature Schedule A (additional continuation sheets may be attached if required) Exercises of Warrants The following exercises of a portion of this Global Warrant Certificate for Warrant Securities have been made: Number of Warrants Remaining Number of Date of Exercised for Warrants Following Notation Exercise Warrant Securities Such Exercise Made By: -------- ------------------ ------------------- -------- -------- ------------------ ------------------- -------- -------- ------------------ ------------------- -------- -------- ------------------ ------------------- -------- -------- ------------------ ------------------- -------- -------- ------------------ ------------------- -------- -------- ------------------ ------------------- -------- -------- ------------------ ------------------- -------- -------- ------------------ ------------------- -------- -------- ------------------ ------------------- -------- -------- ------------------ ------------------- -------- -------- ------------------ ------------------- -------- -------- ------------------ ------------------- -------- -------- ------------------ ------------------- -------- -------- ------------------ ------------------- -------- -------- ------------------ ------------------- -------- -------- ------------------ ------------------- -------- B-5 Number of Warrants Remaining Number of Date of Exercised for Warrants Following Notation Exercise Warrant Securities Such Exercise Made By: -------- ------------------ ------------------- -------- -------- ------------------ ------------------- -------- -------- ------------------ ------------------- -------- -------- ------------------ ------------------- -------- -------- ------------------ ------------------- -------- -------- ------------------ ------------------- -------- -------- ------------------ ------------------- -------- -------- ------------------ ------------------- -------- -------- ------------------ ------------------- -------- -------- ------------------ ------------------- -------- -------- ------------------ ------------------- -------- -------- ------------------ ------------------- -------- -------- ------------------ ------------------- -------- -------- ------------------ ------------------- -------- -------- ------------------ ------------------- -------- -------- ------------------ ------------------- -------- -------- ------------------ ------------------- -------- -------- ------------------ ------------------- -------- -------- ------------------ ------------------- -------- -------- ------------------ ------------------- -------- -------- ------------------ ------------------- -------- EXHIBIT C [alone] [DELETE THIS EXHIBIT IF WARRANT CERTIFICATES IN ONLY REGISTERED FORM ARE TO BE ISSUED] [FORM OF CERTIFICATE TO BE DELIVERED TO WARRANT AGENT BY THE EURO-CLEAR OPERATOR OR CEDEL] FORTUNE BRANDS, INC. Warrants (the "Warrants") to Purchase [Title of Warrant Securities] [Name of Warrant Agent] [Address] Dear Sirs: The undersigned hereby irrevocably elects to exercise __________________ Warrants to purchase as of _____________________ (the "Exercise Date") ______ principal amount of the [Title of Warrant Securities] (the "Warrant Securities") of Fortune Brands, Inc. and represents that it has tendered payment for such Warrant Securities [in lawful money of the United States of America] [in applicable currency] [in cash] [by certified check or official bank check or by bank wire transfer, in each case,] [by bank wire transfer] [in immediately available funds] to the order of Fortune Brands, Inc., c/o [insert name and address of Warrant Agent], in the amount of ______ in accordance with the terms hereof and the Debt Warrant Agreement dated as of _________, 19__ between Fortune Brands, Inc. and you (the "Debt Warrant Agreement"). In connection with the Undersigned's request that you deliver to us any Warrant Securities in bearer form, the undersigned hereby certifies that as of the date hereof, and except as set forth below, the Warrant Securities in bearer form which are to be delivered to the Common Depositary referred to below for our account (i) are being acquired by a person that is not a citizen or resident of the United States, a domestic partnership, a domestic corporation or an estate or trust the income of which is subject to United States Federal income taxation regardless of its source (a "United States person"), (ii) are being acquired by a United States person that is (A) the foreign branch of a United States financial institution (as defined in U.S. Treasury Regulations Section l.165-12(c)(l)(v)(a "financial institution"), purchasing for its own account or for resale, or (B) a United States person acquiring the Warrant Securities through the foreign branch of a financial institution on the date hereof (and in either case (A) or (B), the financial institution hereby agrees to comply with the requirements of Section 165(j)(3)(A), (B) or (C) of the Internal Revenue Code of 1986, as amended, and the regulations thereunder), or (iii) are being acquired by a financial institution for purposes of resale during the restricted period (as defined in U.S. Treasury Regulations Section 1.163-5(c)(2)(i)(D)(7)), and such financial institution is not acquiring the Warrant Securities for purposes of resale directly or indirectly to a United States person or to a person within the United States or its possessions. As a clearing organization within the meaning of Section 1.163- 5(c)(2)(i)(D)(8) of the regulations promulgated under the Internal Revenue Code of 1986, as amended, the undersigned further certifies that (a) the above certification is based solely on statements received from member organizations appearing in our records (our "Account Holders") in certificates in the form set forth in Exhibit D to the Debt Warrant Agreement and (b) as of the date hereof we have not received any notification from any of our Account Holders to the effect that the statements made by such Account Holders in such certificates are no longer true.
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Signature Guaranteed. NOTICE: The signature to this assignment must correspond with THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15. 21 EXHIBIT B WESTERN COUNTRY CLUBS, INC. Incorporated Under the name Laws of the registered owner as it appears on the face State of the within Note in every particular, without alteration, enlargement or any change whateverColorado No. Such signature must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation in STAMP or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUING ENTITY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS 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. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. REGISTERED $____W- ______ No.: Series A Common Stock Purchase Warrants CUSIP ____ CUSIP No.: _____ WORLD OMNI AUTO RECEIVABLES TRUST 2019-C, a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuing Entity”), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of ___________ DOLLARS payable CERTIFICATE FOR (See Reverse SERIES A COMMON STOCK For Certain PURCHASE WARRANTS Definitions) This Warrant Certificate certifies that Argent Securities, Inc., or registered assigns ("the Warrant Holder"), is the registered owner of the above indicated number of Series A Common Stock Purchase Warrants (the "Warrants") expiring on each Payment Date in an amount equal to the result obtained by multiplying (i) a fraction the numerator of which is $__________, 2000 (the "Expiration Date"). One Warrant entitles the Warrant Holder to purchase one share of Common Stock ("Share") from Western Country Clubs, Inc., a Colorado corporation (the "Company"), at a purchase price of $____ (the "Exercise Price"), commencing on __________, 1997, and the denominator of which is $80,300,000 by (ii) the aggregate amount, if any, payable from the Note Distribution Account in respect of principal terminating on the Class A-4 Notes pursuant to Section 3.01 Expiration Date ("Exercise Period"), upon surrender of this Warrant Certificate with the exercise form hereon duly completed and executed with payment of the Indenture Exercise Price at the office of American Securities Transfer & Trust, Inc. (the "Warrant Agent"), but only subject to the conditions set forth herein and in a Warrant Agreement dated as of November 14_________, 2019 1997 (the “Indenture”), "Warrant Agreement") between the Issuing Entity and MUFG Union Bank, N.A., as Indenture Trustee (the “Indenture Trustee”); provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of the December 2025 Payment Date (the “Class A-4 Final Scheduled Payment Date”) Com pany and the Redemption Date, if any, pursuant to Section 10.01 of the Indenture. Generally, no payments of principal of the Class A-4 Notes shall be made until the Class A-1 Notes, Class A-2 Notes and Class A-3 Notes have been paid in full. Capitalized terms used but not defined herein are defined in Article I of the Indenture, which also contains rules as to construction that shall be applicable herein. BY ACQUIRING A CLASS A-4 NOTE, EACH INITIAL PURCHASER, TRANSFEREE AND OWNER OF A BENEFICIAL INTEREST IN SUCH NOTE WILL BE DEEMED TO REPRESENT THAT EITHER (1) IT IS NOT AND WILL NOT BE AND IS NOT ACTING ON BEHALF OF OR ACQUIRING THE NOTES WITH THE ASSETS OF ANY PERSON THAT IS OR WILL BE (i) AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) THAT IS SUBJECT TO TITLE I OF ERISA, (ii) A “PLAN” DESCRIBED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) THAT IS SUBJECT TO SECTION 4975 OF THE CODE, (iii) ANY ENTITY OR ACCOUNT WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” (WITHIN THE MEANING OF THE DEPARTMENT OF LABOR REGULATION LOCATED AT 29 C.F.R. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) OR (iv) ANY U.S. GOVERNMENTAL PLAN, NON-U.S. PLAN, CHURCH PLAN OR ANY OTHER EMPLOYEE BENEFIT PLAN, ACCOUNT OR ARRANGEMENT THAT IS SUBJECT TO ANY U.S. FEDERAL, STATE, LOCAL OR NON-U.S. LAW THAT IS SUBSTANTIALLY SIMILAR TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”) OR (2) ITS ACQUISITION AND HOLDING OF THE CLASS A-4 NOTES (OR ANY INTEREST THEREIN) WILL NOT GIVE RISE TO A NONEXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION OF SIMILAR LAWWarrant Agent. The Issuing Entity will pay interest on this Note at Exercise Price, the rate per annum shown above on number of shares purchasable upon exercise of each Payment Warrant, the number of Warrants outstanding and the Expiration Date until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date), are subject to adjustments upon the occurrence of certain limitations contained in the last sentence of Section 3.01 of the Indenture. Interest on this Note will accrue for each Payment Date from and including the 15th day of the preceding calendar month (or, for the initial interest accrual period, from and including the Closing Date) to but excluding the 15th day of the current calendar month. Interest will be computed on the basis of a 360-day year of twelve 30-day months. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereofevents. The principal Warrant Holder may exercise all or any number of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuing Entity with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this NoteWarrants. Reference hereby is made to the further provisions of this Note set forth on the reverse hereofside of this Warrant Certificate and to the provisions of the Warrant Agreement, all of which are incorporated by reference in and made a part of this Warrant Certificate and shall for all purposes have the same effect as though fully set forth at this place. Until _____, 1998, this Warrant Certificate is not transferrable except to an underwriter that participated in the public offering by the Company that resulted in the original issuance of the Warrants, to a partner or an officer of such an underwriter or by will on the face operation of law. Upon due presentment for transfer of this Note. Unless Warrant Certificate at the certificate office of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signatureWarrant Agent, this Note shall not be entitled a new Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants, subject to any benefit under adjustments made in accordance with the Indentureprovisions of the Warrant Agreement, shall be issued to the transferee in exchange for this Warrant Certificate, subject to the limitations provided in the Warrant Agreement, upon payment of $_____ per Warrant Certificate and any tax or be valid or obligatory for any purposegovernmental charge imposed in connection with such transfer.
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Signature Guaranteed. NOTICE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatever. Such signature (Signature must be guaranteed by a bank or trust company having an “eligible guarantor institution” meeting office or correspondent in the requirements United States or by a member firm of a registered securities exchange of the Note RegistrarNational Association of Securities Dealers, which requirements include membership or participation in STAMP or such other “signature guarantee program” as may Inc.) ASSIGNMENT (To be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act signed only upon assignment of 1934, as amended. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUING ENTITY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF Warrants) FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOFRECEIVED, CEDE & CO.the undersigned hereby sells, HAS AN INTEREST HEREIN. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. REGISTERED $assigns and transfers the right to purchase __________ No.: ____ CUSIP No.: _____ WORLD OMNI AUTO RECEIVABLES TRUST 2019-C________shares of Warrant Stock represented by the within Warrant Certificate unto, and requests that a statutory trust organized certificate for such Warrant be issued in the name of: ----------------------------------------------------- (Name and existing under the laws Address of the State of Delaware (herein referred to as the “Issuing Entity”), for value received, Assignee Must be Printed or Typewritten) ----------------------------------------------------- ----------------------------------------------------- hereby promises to pay to Cede & Co., or registered assigns, the principal sum of irrevocably constituting and appointing _______________________________ DOLLARS payable Attorney to transfer said Warrants on each Payment Date the books of the Company, with full power of substitution in an amount equal to the result obtained by multiplying (i) a fraction the numerator of which is $______ and the denominator of which is $80,300,000 by (ii) the aggregate amountpremises and, if any, payable from the Note Distribution Account in respect said number of principal on the Class A-4 Notes pursuant to Section 3.01 warrant Stock shall not bear all of the Indenture dated as of November 14, 2019 (Warrant Stock purchasable under the “Indenture”), between the Issuing Entity and MUFG Union Bank, N.A., as Indenture Trustee (the “Indenture Trustee”); provided, howeverwithin Warrant Certificate, that a new Warrant Certificate for the entire unpaid principal amount of this Note shall be due and payable on the earlier balance of the December 2025 Payment Date (Warrant Stock purchasable under the “Class A-4 Final Scheduled Payment Date”) and within Warrant Certificate be registered in the Redemption Date, if any, pursuant to Section 10.01 name of the Indenture. Generally, no payments of principal of the Class A-4 Notes shall be made until the Class A-1 Notes, Class A-2 Notes undersigned Warrantholder and Class A-3 Notes have been paid in full. Capitalized terms used but not defined herein are defined in Article I of the Indenture, which also contains rules delivered to such Warrantholder's address as to construction that shall be applicable herein. BY ACQUIRING A CLASS A-4 NOTE, EACH INITIAL PURCHASER, TRANSFEREE AND OWNER OF A BENEFICIAL INTEREST IN SUCH NOTE WILL BE DEEMED TO REPRESENT THAT EITHER (1) IT IS NOT AND WILL NOT BE AND IS NOT ACTING ON BEHALF OF OR ACQUIRING THE NOTES WITH THE ASSETS OF ANY PERSON THAT IS OR WILL BE (i) AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) THAT IS SUBJECT TO TITLE I OF ERISA, (ii) A “PLAN” DESCRIBED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) THAT IS SUBJECT TO SECTION 4975 OF THE CODE, (iii) ANY ENTITY OR ACCOUNT WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” (WITHIN THE MEANING OF THE DEPARTMENT OF LABOR REGULATION LOCATED AT 29 C.F.R. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) OR (iv) ANY U.S. GOVERNMENTAL PLAN, NON-U.S. PLAN, CHURCH PLAN OR ANY OTHER EMPLOYEE BENEFIT PLAN, ACCOUNT OR ARRANGEMENT THAT IS SUBJECT TO ANY U.S. FEDERAL, STATE, LOCAL OR NON-U.S. LAW THAT IS SUBSTANTIALLY SIMILAR TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”) OR (2) ITS ACQUISITION AND HOLDING OF THE CLASS A-4 NOTES (OR ANY INTEREST THEREIN) WILL NOT GIVE RISE TO A NONEXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION OF SIMILAR LAW. The Issuing Entity will pay interest on this Note at the rate per annum shown above on each Payment Date until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date), subject to certain limitations contained in the last sentence of Section 3.01 of the Indenture. Interest on this Note will accrue for each Payment Date from and including the 15th day of the preceding calendar month (or, for the initial interest accrual period, from and including the Closing Date) to but excluding the 15th day of the current calendar month. Interest will be computed on the basis of a 360-day year of twelve 30-day months. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuing Entity with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have Company's books. Dated: -------------------------------- Signature of Registered Holder Note: The above signature must correspond with the same effect name as though fully set forth on it appears upon the face of this Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signatureWarrant Certificate in every particular, this Note shall not be entitled to without alteration or enlargement or any benefit under the Indenture, or be valid or obligatory for any purposechange whatever.
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Signature Guaranteed. NOTICE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatever. Such signature Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation in STAMP or such other “signature guarantee programEligible Guarantor Institution” as may be determined by the Note Registrar defined in addition to, or in substitution for, STAMP, all in accordance with Rule 17Ad-15 promulgated under the Securities Exchange Act of 1934, as amended. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANYThe undersigned hereby certifies that (1) the Rights evidenced by this Right Certificate are not beneficially owned by nor are they being exercised on behalf of an Acquiring Person, A NEW YORK CORPORATION an Interested Stockholder or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement); and (2) after due inquiry and to the best of the knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Right Certificate from any Person who is or was an Acquiring Person, an Interested Stockholder, or an Affiliate or Associate thereof. Signature The signature in the Form of Assignment or Form of Election to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. (EXHIBIT C TO RIGHTS AGREEMENT) On September 5, 2007, the Board of Directors of XXX. A. BANK CLOTHIERS, INC. (the “DTCCompany”) declared a dividend of one preferred share purchase right (a “Right”) for each outstanding share of common stock, par value $0.01 per share (the “Common Shares”), TO THE ISSUING ENTITY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS 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. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. REGISTERED $__________ No.: ____ CUSIP No.: _____ WORLD OMNI AUTO RECEIVABLES TRUST 2019-C, a statutory trust organized and existing under the laws of the State Company. The dividend is effective as of Delaware September 20, 2007 (herein referred to as the “Issuing EntityRecord Date”) with respect to the stockholders of record on that date. The Rights will also attach to new Common Shares issued after the Record Date. Each Right entitles the registered holder to purchase from the Company one one-hundredth of a share of Series A Junior Participating Preferred Stock, par value $1.00 per share (the “Preferred Shares”), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of ___________ DOLLARS payable on each Payment Date in an amount equal to the result obtained by multiplying (i) a fraction the numerator of which is $______ and the denominator of which is $80,300,000 by (ii) the aggregate amount, if any, payable from the Note Distribution Account in respect of principal on the Class A-4 Notes pursuant to Section 3.01 of the Indenture Company at a price of $200.00 per one one-hundredth of a Preferred Share (the “Purchase Price”), subject to adjustment. Each Preferred Share is designed to be the economic equivalent of 100 Common Shares. The description and terms of the Rights are set forth in a Rights Agreement dated as of November 14September 6, 2019 2007 (the “IndentureRights Agreement”), between the Issuing Entity Company and MUFG Union Bank, N.A., as Indenture Trustee Continental Stock Transfer & Trust Company (the “Indenture TrusteeRights Agent”); provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of the December 2025 Payment Date (the “Class A-4 Final Scheduled Payment Date”) and the Redemption Date, if any, pursuant to Section 10.01 of the Indenture. Generally, no payments of principal of the Class A-4 Notes shall be made until the Class A-1 Notes, Class A-2 Notes and Class A-3 Notes have been paid in full. Capitalized terms used but not defined herein are defined in Article I of the Indenture, which also contains rules as to construction that shall be applicable herein. BY ACQUIRING A CLASS A-4 NOTE, EACH INITIAL PURCHASER, TRANSFEREE AND OWNER OF A BENEFICIAL INTEREST IN SUCH NOTE WILL BE DEEMED TO REPRESENT THAT EITHER (1) IT IS NOT AND WILL NOT BE AND IS NOT ACTING ON BEHALF OF OR ACQUIRING THE NOTES WITH THE ASSETS OF ANY PERSON THAT IS OR WILL BE (i) AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) THAT IS SUBJECT TO TITLE I OF ERISA, (ii) A “PLAN” DESCRIBED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) THAT IS SUBJECT TO SECTION 4975 OF THE CODE, (iii) ANY ENTITY OR ACCOUNT WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” (WITHIN THE MEANING OF THE DEPARTMENT OF LABOR REGULATION LOCATED AT 29 C.F.R. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) OR (iv) ANY U.S. GOVERNMENTAL PLAN, NON-U.S. PLAN, CHURCH PLAN OR ANY OTHER EMPLOYEE BENEFIT PLAN, ACCOUNT OR ARRANGEMENT THAT IS SUBJECT TO ANY U.S. FEDERAL, STATE, LOCAL OR NON-U.S. LAW THAT IS SUBSTANTIALLY SIMILAR TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”) OR (2) ITS ACQUISITION AND HOLDING OF THE CLASS A-4 NOTES (OR ANY INTEREST THEREIN) WILL NOT GIVE RISE TO A NONEXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION OF SIMILAR LAW. The Issuing Entity will pay interest on this Note at the rate per annum shown above on each Payment Date until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date), subject to certain limitations contained in the last sentence of Section 3.01 of the Indenture. Interest on this Note will accrue for each Payment Date from and including the 15th day of the preceding calendar month (or, for the initial interest accrual period, from and including the Closing Date) to but excluding the 15th day of the current calendar month. Interest will be computed on the basis of a 360-day year of twelve 30-day months. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuing Entity with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture, or be valid or obligatory for any purpose.
Appears in 1 contract
Signature Guaranteed. NOTICEExhibit B [DELETE THIS EXHIBIT IF WARRANT CERTIFICATES IN ONLY REGISTERED FORM ARE TO BE ISSUED] [FORM OF GLOBAL WARRANT CERTIFICATE IN BEARER FORM] [Face of Global Warrant Certificate] [[1: The signature The] [2: Prior to _______, the] beneficial ownership of any Warrants evidenced by this assignment must correspond Global Warrant Certificate may be transferred only together with the name beneficial ownership of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatever. Such signature must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, Temporary Global Security referred to herein to which requirements include membership or participation in STAMP or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. UNLESS THIS NOTE IS PRESENTED this Global Warrant Certificate was initially attached.] EXERCISABLE ONLY IF COUNTERSIGNED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUING ENTITY OR ITS WARRANT AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS 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. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. REGISTERED $PROVIDED HEREIN ALLIANCE CAPITAL MANAGEMENT L.P. GLOBAL WARRANT CERTIFICATE REPRESENTING __________ No.: WARRANTS TO PURCHASE OF UP TO ____ CUSIP No.: _______ WORLD OMNI AUTO RECEIVABLES TRUST 2019-CPRINCIPAL AMOUNT OF [Title of Warrant Securities] VOID AFTER [TIME], a statutory trust organized ON ________ 20__. This Global Warrant Certificate evidences warrants (the "Warrants") representing the right to purchase, subject to the terms and existing under the laws conditions hereof and of the State of Delaware (herein Debt Warrant Agreement referred to as the “Issuing Entity”)below, for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of at any time [after [time] on ___________ DOLLARS payable 20__ and] on each Payment Date or before the [time] in an amount equal to the result obtained by multiplying (i) a fraction the numerator of which is $[location] on __________ 20__ up to _______ aggregate principal amount of [Title of Warrant Securities] (the "Warrant Securities") of Alliance Capital Management L.P. (the "Partnership") issued and to be issued under the denominator of which is $80,300,000 by Indenture (ii) the aggregate amountas hereinafter defined), if any, payable from the Note Distribution Account in respect of principal on the Class A-4 Notes pursuant to Section 3.01 following basis: on __________ 20 ___ the exercise price of each Warrant will be ______ ; during the period from _____________ 20__ through and including _____________ 20 ___ the exercise price of each Warrant will be ______ plus [accrued amortization of the Indenture dated as original issue discount] [accrued interest] from _____________ 20 ___ on 20 ___ the exercise price of November 14each Warrant will be ______ during the period from 20 through and including _____________ 20 ___ the exercise price of each Warrant will Any whole number of Warrants evidenced by this Global Warrant Certificate may be exercised to purchase Warrant Securities in bearer or registered form in denominations of [______ or ______, 2019 (in the “Indenture”)case of Warrant Securities in bearer form, between and of and any integral multiple thereof, in the Issuing Entity and MUFG Union Bank, N.A., as Indenture Trustee (the “Indenture Trustee”)case of Warrant Securities in registered form; provided, however, that the entire unpaid principal amount of this Note no Warrant Security in bearer form shall be due mailed or otherwise delivered to any location in the United States of America, its territories or possessions or areas subject to its jurisdiction or the Commonwealth of Puerto Rico (the "United States"). The Warrants evidenced by this Global Warrant Certificate, this Global Warrant Certificate and payable on the earlier rights evidenced hereby may be cancelled in the manner and under the circumstances described in the Debt Warrant Agreement. Notice of cancellation of the December 2025 Payment Date Warrants evidenced by this Global Warrant Certificate, this Global Warrant Certificate and the rights evidenced hereby shall be given by publication in the manner described in the Debt Warrant Agreement. This Global Warrant Certificate is issued under and in accordance with the Debt Warrant Agreement between the Partnership and the Warrant Agent and is subject to the terms and provisions contained in the Debt Warrant Agreement, to all of which terms and provisions the holder hereof consents by acceptance hereof. Copies of the Debt Warrant Agreement and the form of Warrant Securities are on file at the above-mentioned office of the Warrant Agent [and at ______]. [The Warrant Securities to be issued and delivered upon the exercise of the Warrants evidenced by this Global Warrant Certificate will be issued under and in accordance with an Indenture dated as of [__________], 2001 (the “Class A-4 Final Scheduled Payment Date”"Indenture") between the Partnership and The Bank of New York, as Trustee (the "Trustee"), and will be subject to the terms and provisions contained in the Indenture. Copies of the Indenture and the Redemption Dateform of the Warrant Securities are on file at the corporate trust office of the Trustee [and at _____.] [1: The] [2: Prior to _____________ 19 ___ the] beneficial ownership of any Warrants evidenced by this Global Warrant Certificate may be transferred only together with the beneficial ownership of the Temporary Global Security (as defined in the Debt Warrant Agreement) evidencing the [Title of Offered Securities] (the "Offered Securities") to which this Global Warrant Certificate was initially attached, and only for the purpose of effecting, or in conjunction with, a transfer of such Temporary Global Security. After such date, the Global Warrant Certificate, and all rights hereunder, may be transferred by delivery, and the Partnership and the Warrant Agent may treat the holder hereof as the owner for all purposes. This Global Warrant Certificate shall not entitle the Holder hereof to any of the rights of a holder of the Warrant Securities, including, without limitation, the right to receive payments of principal of, premium, if any, pursuant or interest, if any, on the Warrant Securities or to Section 10.01 enforce any of the covenants of the Indenture. Generally, no payments of principal of the Class A-4 Notes shall be made until the Class A-1 Notes, Class A-2 Notes and Class A-3 Notes have been paid in full. Capitalized terms used but not defined herein are defined in Article I of the Indenture, which also contains rules as to construction that shall be applicable herein. BY ACQUIRING A CLASS A-4 NOTE, EACH INITIAL PURCHASER, TRANSFEREE AND OWNER OF A BENEFICIAL INTEREST IN SUCH NOTE WILL BE DEEMED TO REPRESENT THAT EITHER (1) IT IS NOT AND WILL NOT BE AND IS NOT ACTING ON BEHALF OF OR ACQUIRING THE NOTES WITH THE ASSETS OF ANY PERSON THAT IS OR WILL BE (i) AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) THAT IS SUBJECT TO TITLE I OF ERISA, (ii) A “PLAN” DESCRIBED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) THAT IS SUBJECT TO SECTION 4975 OF THE CODE, (iii) ANY ENTITY OR ACCOUNT WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” (WITHIN THE MEANING OF THE DEPARTMENT OF LABOR REGULATION LOCATED AT 29 C.F.R. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) OR (iv) ANY U.S. GOVERNMENTAL PLAN, NON-U.S. PLAN, CHURCH PLAN OR ANY OTHER EMPLOYEE BENEFIT PLAN, ACCOUNT OR ARRANGEMENT THAT IS SUBJECT TO ANY U.S. FEDERAL, STATE, LOCAL OR NON-U.S. LAW THAT IS SUBSTANTIALLY SIMILAR TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”) OR (2) ITS ACQUISITION AND HOLDING OF THE CLASS A-4 NOTES (OR ANY INTEREST THEREIN) WILL NOT GIVE RISE TO A NONEXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION OF SIMILAR LAW. The Issuing Entity will pay interest on this Note at the rate per annum shown above on each Payment Date until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date), subject to certain limitations contained in the last sentence of Section 3.01 of the Indenture. Interest on this Note will accrue for each Payment Date from and including the 15th day of the preceding calendar month (or, for the initial interest accrual period, from and including the Closing Date) to but excluding the 15th day of the current calendar month. Interest will be computed on the basis of a 360-day year of twelve 30-day months. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuing Entity with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note This Global Warrant Certificate shall not be entitled to any benefit under the Indenture, or be valid or obligatory for any purpose.purpose until countersigned by the Warrant Agent. Dated as of , 20 . ALLIANCE CAPITAL MANAGEMENT L.P. By: Alliance Capital Management Corporation, its General Partner [SEAL] By: ---------------------------------------- Name: Title: Attest: By: ---------------------------------- Name: Title:
Appears in 1 contract
Samples: Debt Warrant Agreement (Alliance Capital Management L P)
Signature Guaranteed. NOTICE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatever. Such signature must be guaranteed by an “eligible guarantor institution” meeting the requirements a commercial bank or trust company or by a member firm of the Note RegistrarNew York Stock Exchange or another national certificates exchange. Notarized or witnessed signatures are not acceptable. 111484 GSR 2004-7 Trust Agreement DISTRIBUTION INSTRUCTIONS The assignee should include the following for purposes of distribution: Distribution shall be made, which requirements include membership by wire transfer or participation otherwise, in STAMP or such other “signature guarantee program” as may be determined by immediately available funds, to ___________________________, for the Note Registrar in addition toaccount of _____________________, account number _________________, or in substitution forif mailed by check to ______________________________. Applicable reports and statements should be mailed to __________________________. This information is provided by ____________________________, STAMPthe assignee named above, all in accordance with the Securities Exchange Act of 1934or _______________, as amendedagent. 111484 GSR 2004-7 Trust Agreement 4A-10 EXHIBIT B1 FORM OF CLASS B1 CERTIFICATE GS MORTGAGE SECURITIES CORP., DEPOSITOR MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-7 CLASS B1 CERTIFICATE UNLESS THIS NOTE CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“"DTC”"), TO THE ISSUING ENTITY TRUSTEE OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE EXCHANGE, OR PAYMENT, AND ANY NOTE CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE 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. THIS CLASS B1 CERTIFICATE IS SUBORDINATED TO THE EXTENT DESCRIBED HEREIN AND IN THE TRUST AGREEMENT REFERENCED HEREIN. THIS CLASS B1 CERTIFICATE REPRESENTS A REMIC REGULAR INTEREST FOR FEDERAL INCOME TAX PURPOSES. THE PRINCIPAL OF THIS NOTE CLASS B1 CERTIFICATE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREINSUBJECT TO PREPAYMENT FROM TIME TO TIME WITHOUT SURRENDER OF OR NOTATION ON THIS CERTIFICATE. ACCORDINGLY, THE OUTSTANDING AMOUNT CERTIFICATE PRINCIPAL BALANCE OF THIS NOTE AT ANY TIME CERTIFICATE MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOFTHAT SET FORTH BELOW. REGISTERED $__________ No.: ____ CUSIP No.: _____ WORLD OMNI AUTO RECEIVABLES TRUST 2019-C, a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuing Entity”), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of ___________ DOLLARS payable on each Payment Date in an amount equal to the result obtained by multiplying (i) a fraction the numerator of which is $______ and the denominator of which is $80,300,000 by (ii) the aggregate amount, if any, payable from the Note Distribution Account in respect of principal on the Class A-4 Notes pursuant to Section 3.01 of the Indenture dated as of November 14, 2019 (the “Indenture”), between the Issuing Entity and MUFG Union Bank, N.A., as Indenture Trustee (the “Indenture Trustee”); provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of the December 2025 Payment Date (the “Class A-4 Final Scheduled Payment Date”) and the Redemption Date, if any, pursuant to Section 10.01 of the Indenture. Generally, no payments of principal of the Class A-4 Notes shall be made until the Class A-1 Notes, Class A-2 Notes and Class A-3 Notes have been paid in full. Capitalized terms used but not defined herein are defined in Article I of the Indenture, which also contains rules as to construction that shall be applicable herein. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE PRINCIPAL BALANCE BY ACQUIRING A CLASS A-4 NOTE, EACH INITIAL PURCHASER, TRANSFEREE AND OWNER OF A BENEFICIAL INTEREST IN SUCH NOTE WILL BE DEEMED TO REPRESENT THAT EITHER (1) IT IS NOT AND WILL NOT BE AND IS NOT ACTING ON BEHALF OF OR ACQUIRING THE NOTES WITH THE ASSETS OF ANY PERSON THAT IS OR WILL BE (i) AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) INQUIRY OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974TRUSTEE. 111484 GSR 2004-7 Trust Agreement B1-1 GS MORTGAGE SECURITIES CORP., AS AMENDED (“ERISA”DEPOSITOR MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-7 CLASS B1 CERTIFICATE INITIAL CERTIFICATE RATE APPROXIMATE INITIAL CERTIFICATE PER ANNUM: 3.948%(7) THAT IS SUBJECT TO TITLE I OF ERISA, (ii) A “PLAN” DESCRIBED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) THAT IS SUBJECT TO SECTION 4975 OF THE CODE, (iii) ANY ENTITY OR ACCOUNT WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” (WITHIN THE MEANING OF THE DEPARTMENT OF LABOR REGULATION LOCATED AT 29 C.F.R. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) OR (iv) ANY U.S. GOVERNMENTAL PLAN, NON-U.S. PLAN, CHURCH PLAN OR ANY OTHER EMPLOYEE BENEFIT PLAN, ACCOUNT OR ARRANGEMENT THAT IS SUBJECT TO ANY U.S. FEDERAL, STATE, LOCAL OR NON-U.S. LAW THAT IS SUBSTANTIALLY SIMILAR TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”) OR (2) ITS ACQUISITION AND HOLDING PRINCIPAL BALANCE OF THE CLASS A-4 NOTES (OR ANY INTEREST THEREIN) WILL NOT GIVE RISE TO A NONEXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 B1 CERTIFICATES: $11,899,000 PERCENTAGE INTEREST: 100% MINIMUM DENOMINATION: $250,000 AND $1 IN EXCESS OF ERISA OR SECTION 4975 $250,000 DATE OF THE CODE OR A VIOLATION TRUST APPROXIMATE AGGREGATE SCHEDULED AGREEMENT: PRINCIPAL BALANCE AS OF SIMILAR LAWTHE CUT-OFF JUNE 1, 2004 DATE OF THE MORTGAGE LOANS HELD BY THE TRUST: $699,836,637 CLOSING DATE: SERVICERS: JUNE 30, 2004 COUNTRYWIDE HOME LOANS SERVICING LP NATIONAL CITY MORTGAGE CO. The Issuing Entity will pay interest on this Note at the rate per annum shown above on each Payment Date until the principal of this Note is paid or made available for paymentFIRST DISTRIBUTION DATE: JULY 26, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date)2004 FINAL SCHEDULED TRUSTEE: JPMORGAN CHASE BANK DISTRIBUTION DATE: CUSTODIAN: JPMORGAN CHASE BANK JUNE 25, subject to certain limitations contained in the last sentence of Section 3.01 of the Indenture. Interest on this Note will accrue for each Payment Date from and including the 15th day of the preceding calendar month (or, for the initial interest accrual period, from and including the Closing Date) to but excluding the 15th day of the current calendar month. Interest will be computed on the basis of a 360-day year of twelve 30-day months. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuing Entity with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture, or be valid or obligatory for any purpose.2034
Appears in 1 contract
Samples: Trust Agreement (Gs Mortgage Securities Corp GSR Trust 2004-7)
Signature Guaranteed. NOTICE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatever. Such signature Signatures must be guaranteed by an “"eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation " as defined in STAMP or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with Rule 17Ad-15 promulgated under the Securities Exchange Act of 1934, as amended. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANYThe undersigned hereby certifies that (1) the Rights evidenced by this Right Certificate are not beneficially owned by nor are they being exercised on behalf of an Acquiring Person, A NEW YORK CORPORATION an Interested Stockholder or an Affiliate or Associate thereof (“DTC”as such terms are defined in the Rights Agreement); and (2) after due inquiry and to the best of the knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Right Certificate from any Person who is or was an Acquiring Person, an Interested Stockholder, or an Affiliate or Associate thereof. Signature NOTICE The signature in the Form of Assignment or Form of Election to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. On July 17, 2001, the Board of Directors of INTERMUNE, INC. (the "Company") declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $0.001 per share (the "Common Shares"), TO THE ISSUING ENTITY OR ITS AGENT FOR REGISTRATION OF TRANSFERof the Company. The dividend is effective as of August 3, EXCHANGE OR PAYMENT2001 (the "Record Date") with respect to the stockholders of record on that date. The Rights will also attach to new Common Shares issued after the Record Date. Each Right entitles the registered holder to purchase from the Company one one-hundredth of a share of Series A Junior Participating Preferred Stock, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC par value $0.001 per share (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTCthe "Preferred Shares"), 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. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. REGISTERED $__________ No.: ____ CUSIP No.: _____ WORLD OMNI AUTO RECEIVABLES TRUST 2019-C, a statutory trust organized and existing under the laws of the State Company at a price of Delaware $390.00 per one one-hundredth of a Preferred Share (herein referred to as the “Issuing Entity”"Purchase Price"), for value received, hereby promises subject to pay adjustment. Each Preferred Share is designed to Cede & Co., or registered assigns, be the principal sum economic equivalent of ___________ DOLLARS payable on each Payment Date in an amount equal to the result obtained by multiplying (i) a fraction the numerator of which is $______ 100 Common Shares. The description and the denominator of which is $80,300,000 by (ii) the aggregate amount, if any, payable from the Note Distribution Account in respect of principal on the Class A-4 Notes pursuant to Section 3.01 terms of the Indenture Rights are set forth in a Rights Agreement dated as of November 14July 17, 2019 2001 (the “Indenture”"Rights Agreement"), between the Issuing Entity Company and MUFG Union Bank, N.A., as Indenture Trustee Mellon Investor Services LLC (the “Indenture Trustee”"Rights Agent"); provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of the December 2025 Payment Date (the “Class A-4 Final Scheduled Payment Date”) and the Redemption Date, if any, pursuant to Section 10.01 of the Indenture. Generally, no payments of principal of the Class A-4 Notes shall be made until the Class A-1 Notes, Class A-2 Notes and Class A-3 Notes have been paid in full. Capitalized terms used but not defined herein are defined in Article I of the Indenture, which also contains rules as to construction that shall be applicable herein. BY ACQUIRING A CLASS A-4 NOTE, EACH INITIAL PURCHASER, TRANSFEREE AND OWNER OF A BENEFICIAL INTEREST IN SUCH NOTE WILL BE DEEMED TO REPRESENT THAT EITHER (1) IT IS NOT AND WILL NOT BE AND IS NOT ACTING ON BEHALF OF OR ACQUIRING THE NOTES WITH THE ASSETS OF ANY PERSON THAT IS OR WILL BE (i) AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) THAT IS SUBJECT TO TITLE I OF ERISA, (ii) A “PLAN” DESCRIBED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) THAT IS SUBJECT TO SECTION 4975 OF THE CODE, (iii) ANY ENTITY OR ACCOUNT WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” (WITHIN THE MEANING OF THE DEPARTMENT OF LABOR REGULATION LOCATED AT 29 C.F.R. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) OR (iv) ANY U.S. GOVERNMENTAL PLAN, NON-U.S. PLAN, CHURCH PLAN OR ANY OTHER EMPLOYEE BENEFIT PLAN, ACCOUNT OR ARRANGEMENT THAT IS SUBJECT TO ANY U.S. FEDERAL, STATE, LOCAL OR NON-U.S. LAW THAT IS SUBSTANTIALLY SIMILAR TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”) OR (2) ITS ACQUISITION AND HOLDING OF THE CLASS A-4 NOTES (OR ANY INTEREST THEREIN) WILL NOT GIVE RISE TO A NONEXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION OF SIMILAR LAW. The Issuing Entity will pay interest on this Note at the rate per annum shown above on each Payment Date until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date), subject to certain limitations contained in the last sentence of Section 3.01 of the Indenture. Interest on this Note will accrue for each Payment Date from and including the 15th day of the preceding calendar month (or, for the initial interest accrual period, from and including the Closing Date) to but excluding the 15th day of the current calendar month. Interest will be computed on the basis of a 360-day year of twelve 30-day months. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuing Entity with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture, or be valid or obligatory for any purpose.
Appears in 1 contract
Samples: Rights Agreement (Intermune Inc)
Signature Guaranteed. NOTICEParticipant in a Recognized Signature Guarantee Medallion Program By: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatever. Such signature must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation in STAMP or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE --------------------------------- Authorized Signatory EXHIBIT B FORM OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUING ENTITY OR ITS AGENT FOR REGISTRATION NOTATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS 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. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. REGISTERED $__________ No.: ____ CUSIP No.: _____ WORLD OMNI AUTO RECEIVABLES TRUST 2019-C, a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuing Entity”), for GUARANTEE For value received, hereby promises each Guarantor (which term includes any successor Person under the Indenture) has, jointly and severally, unconditionally guaranteed, to pay the extent set forth and subject to Cede & Co.the provisions in the Indenture (the "Indenture"), or registered assignsdated as of May 22, 2006, among The Greenbrier Companies, Inc. (the "Company"), the principal sum of ___________ DOLLARS payable on each Payment Date in an amount equal to guarantors party thereto, U.S. Bank National Association, as trustee (the result obtained by multiplying "Trustee"), (i) a fraction the numerator of which is $______ and the denominator of which is $80,300,000 by (iia) the aggregate amountdue and punctual payment of the principal of, premium, if any, payable from and interest (including Contingent Interest and Additional Interest, if any) on, the Note Distribution Account in respect Notes, whether at maturity, by acceleration, redemption or otherwise, the due and punctual payment of interest on overdue principal of and interest (including Contingent Interest and Additional Interest, if any) on the Class A-4 Notes pursuant to Section 3.01 of the Indenture dated as of November 14, 2019 (the “Indenture”), between the Issuing Entity and MUFG Union Bank, N.A., as Indenture Trustee (the “Indenture Trustee”); provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of the December 2025 Payment Date (the “Class A-4 Final Scheduled Payment Date”) and the Redemption DateNotes, if any, if lawful, and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will be promptly paid in full when due, whether at stated maturity, by acceleration or otherwise. The obligations of the Guarantors to the Holders and to the Trustee pursuant to Section 10.01 the Subsidiary Guarantee and the Indenture are expressly set forth in Article XIII of the Indenture. Generally, no payments of principal Indenture and reference is hereby made to the Indenture for the precise terms of the Class A-4 Notes Subsidiary Guarantee, which terms are incorporated here by reference. Each Holder of a Note, by accepting the same, (a) agrees to and shall be made until bound by such provisions and (b) appoints the Class A-1 Notes, Class A-2 Notes and Class A-3 Notes have been paid in fullTrustee attorney-in-fact of such Holder for such purpose. Capitalized terms used but not defined herein are defined have the meanings given to them in Article I of the Indenture, which also contains rules as to construction that shall be applicable herein. BY ACQUIRING A CLASS A-4 NOTE, EACH INITIAL PURCHASER, TRANSFEREE AND OWNER OF A BENEFICIAL INTEREST IN SUCH NOTE WILL BE DEEMED TO REPRESENT THAT EITHER (1) IT IS NOT AND WILL NOT BE AND IS NOT ACTING ON BEHALF OF OR ACQUIRING THE NOTES WITH THE ASSETS OF ANY PERSON THAT IS OR WILL BE (i) AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) THAT IS SUBJECT TO TITLE I OF ERISA, (ii) A “PLAN” DESCRIBED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) THAT IS SUBJECT TO SECTION 4975 OF THE CODE, (iii) ANY ENTITY OR ACCOUNT WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” (WITHIN THE MEANING OF THE DEPARTMENT OF LABOR REGULATION LOCATED AT 29 C.F.R. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) OR (iv) ANY U.S. GOVERNMENTAL PLAN, NON-U.S. PLAN, CHURCH PLAN OR ANY OTHER EMPLOYEE BENEFIT PLAN, ACCOUNT OR ARRANGEMENT THAT IS SUBJECT TO ANY U.S. FEDERAL, STATE, LOCAL OR NON-U.S. LAW THAT IS SUBSTANTIALLY SIMILAR TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”) OR (2) ITS ACQUISITION AND HOLDING OF THE CLASS A-4 NOTES (OR ANY INTEREST THEREIN) WILL NOT GIVE RISE TO A NONEXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION OF SIMILAR LAW. The Issuing Entity will pay interest on this Note at the rate per annum shown above on each Payment Date until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date), subject to certain limitations contained in the last sentence of Section 3.01 of the Indenture. Interest on this Note will accrue for each Payment Date from and including the 15th day of the preceding calendar month (or[Signature Page Follows] GREENBRIER-CONCARRIL, for the initial interest accrual periodLLC By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- GREENBRIER LEASING COMPANY LLC By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- GREENBRIER LEASING LIMITED PARTNER, from and including the Closing Date) to but excluding the 15th day of the current calendar month. Interest will be computed on the basis of a 360-day year of twelve 30-day months. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuing Entity with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. Reference is made to the further provisions of this Note set forth on the reverse hereofLLC By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- GREENBRIER MANAGEMENT SERVICES, which shall have the same effect as though fully set forth on the face of this Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signatureLLC By: ------------------------------------ Name: ---------------------------------- Title: --------------------------------- GREENBRIER LEASING, this Note shall not be entitled to any benefit under the Indenture, or be valid or obligatory for any purpose.L.P. By: ------------------------------------ Name: ---------------------------------- Title: ---------------------------------
Appears in 1 contract
Samples: Indenture (Greenbrier Companies Inc)
Signature Guaranteed. NOTICE: The signature to this assignment Signature (Signature must correspond with the to name of the registered owner as it appears on written upon the face of the within Note this Rights Certificate in every particular, without alteration, alteration or enlargement or any change whatever. Such signature whatsoever) Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrarinstitution (a bank, which requirements include stockbroker, savings and loan association or credit union with membership or participation in STAMP or such other “an approved signature guarantee medallion program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with ) pursuant to Rule 17Ad-15 of the Securities Exchange Act of 1934. ------------------------------------------------------------------------------- (To be completed if true) The undersigned hereby represents, for the benefit of the Company and all holders of Rights and shares of Common Stock, that the Rights evidenced by this Rights Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate thereof (as amendeddefined in the Rights Agreement). UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE ------------------------------------------- Signature ------------------------------------------------------------------------------- NOTICE In the event the certification set forth above is not completed in connection with a purported assignment, the Company will deem the Beneficial Owner of the Rights evidenced by the enclosed Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) or a transferee of any of the foregoing and accordingly will deem the Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. [To be attached to each Rights Certificate] FORM OF THE DEPOSITORY TRUST COMPANYELECTION TO EXERCISE (To be executed if holder desires to exercise the Rights Certificate.) TO: ACCREDO HEALTH, A NEW YORK CORPORATION (“DTC”), TO THE ISSUING ENTITY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS 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. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. REGISTERED $INCORPORATED The undersigned hereby irrevocably elects to exercise __________ No.: ____ CUSIP No.: _____ WORLD OMNI AUTO RECEIVABLES TRUST 2019-C, a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuing Entity”), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of ___________ DOLLARS payable on each Payment Date whole Rights represented by the attached Rights Certificate to purchase the shares of Series A Junior Participating Preferred Stock issuable upon the exercise of such Rights and requests that certificates for such shares be issued in an amount equal to the result obtained name of and delivered to: Name: ------------------------------------------ Address: ---------------------------------------- ---------------------------------------- Social Security or other Taxpayer ID No.: ------- If such number of Rights shall not be all the Rights evidenced by multiplying (i) this Rights Certificate, a fraction new Rights Certificate for the numerator balance of which is $such Rights shall be registered in the name of and delivered to: Name: ------------------------------------------ Address: ---------------------------------------- ---------------------------------------- Social Security or other Taxpayer ID No.: ------- Dated: ______ and the denominator of which is $80,300,000 by ______________, _____. Signature Guaranteed: ------------------------------------------- Signature (ii) the aggregate amount, if any, payable from the Note Distribution Account in respect of principal on the Class A-4 Notes pursuant Signature must correspond to Section 3.01 of the Indenture dated name as of November 14, 2019 (the “Indenture”), between the Issuing Entity and MUFG Union Bank, N.A., as Indenture Trustee (the “Indenture Trustee”); provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of the December 2025 Payment Date (the “Class A-4 Final Scheduled Payment Date”) and the Redemption Date, if any, pursuant to Section 10.01 of the Indenture. Generally, no payments of principal of the Class A-4 Notes shall be made until the Class A-1 Notes, Class A-2 Notes and Class A-3 Notes have been paid in full. Capitalized terms used but not defined herein are defined in Article I of the Indenture, which also contains rules as to construction that shall be applicable herein. BY ACQUIRING A CLASS A-4 NOTE, EACH INITIAL PURCHASER, TRANSFEREE AND OWNER OF A BENEFICIAL INTEREST IN SUCH NOTE WILL BE DEEMED TO REPRESENT THAT EITHER (1) IT IS NOT AND WILL NOT BE AND IS NOT ACTING ON BEHALF OF OR ACQUIRING THE NOTES WITH THE ASSETS OF ANY PERSON THAT IS OR WILL BE (i) AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) THAT IS SUBJECT TO TITLE I OF ERISA, (ii) A “PLAN” DESCRIBED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) THAT IS SUBJECT TO SECTION 4975 OF THE CODE, (iii) ANY ENTITY OR ACCOUNT WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” (WITHIN THE MEANING OF THE DEPARTMENT OF LABOR REGULATION LOCATED AT 29 C.F.R. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) OR (iv) ANY U.S. GOVERNMENTAL PLAN, NON-U.S. PLAN, CHURCH PLAN OR ANY OTHER EMPLOYEE BENEFIT PLAN, ACCOUNT OR ARRANGEMENT THAT IS SUBJECT TO ANY U.S. FEDERAL, STATE, LOCAL OR NON-U.S. LAW THAT IS SUBSTANTIALLY SIMILAR TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”) OR (2) ITS ACQUISITION AND HOLDING OF THE CLASS A-4 NOTES (OR ANY INTEREST THEREIN) WILL NOT GIVE RISE TO A NONEXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION OF SIMILAR LAW. The Issuing Entity will pay interest on this Note at the rate per annum shown above on each Payment Date until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date), subject to certain limitations contained in the last sentence of Section 3.01 of the Indenture. Interest on this Note will accrue for each Payment Date from and including the 15th day of the preceding calendar month (or, for the initial interest accrual period, from and including the Closing Date) to but excluding the 15th day of the current calendar month. Interest will be computed on the basis of a 360-day year of twelve 30-day months. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuing Entity with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on written upon the face of this NoteRights Certificate in every particular, without alteration or enlargement or any change whatsoever) Signatures must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 of the Securities Exchange Act of 1934. Unless ------------------------------------------------------------------------------- (to be completed if true) The undersigned hereby represents, for the certificate benefit of authentication hereon has been executed the Company and all holders of Rights and shares of Common Stock, that the Rights evidenced by this Rights Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). ------------------------------------------- Signature ------------------------------------------------------------------------------- NOTICE In the event the certification set forth above is not completed in connection with a purported assignment, the Company will deem the Beneficial Owner of the Rights evidenced by the Indenture Trustee whose name appears below enclosed Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) or a transferee of any of the foregoing and accordingly will deem the Rights evidenced by manual signaturesuch Rights Certificate to be void and not transferable or exercisable. Exhibit B CERTIFICATE OF DESIGNATION, this Note shall not be entitled PREFERENCES AND RIGHTS OF SERIES A JUNIOR PARTICIPATING PREFERRED STOCK OF ACCREDO HEALTH, INCORPORATED Pursuant to any benefit Section 151 of the Delaware General Corporation Law Accredo Health, Incorporated, a corporation organized under the Indenturelaws of the State of Delaware (the "Corporation"), hereby certifies that, pursuant to the authority conferred upon the Board of Directors by the Certificate of Incorporation, as amended, of the Corporation, the Board of Directors on April 17, 2003, adopted the following resolution creating a series of one hundred thousand (100,000) shares of Preferred Stock designated as Series A Junior Participating Preferred Stock: RESOLVED, that pursuant to the authority granted to and vested in the Board of Directors of this Corporation (the "Board") in accordance with the provisions of its Certificate of Incorporation, as amended, a series of Preferred Stock of the Corporation be and it hereby is created, and that the designation and amount thereof and the voting rights or be valid powers, preferences and relative, participating, optional and other special rights of the shares of such series, and the qualifications, limitations or obligatory for any purpose.restrictions thereof are as follows:
Appears in 1 contract
Samples: Stockholder Protection Rights Agreement (Accredo Health Inc)
Signature Guaranteed. NOTICE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatever. Such signature Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements a member firm of a registered national securities exchange, a member of the Note RegistrarNational Association of Securities Dealers, which requirements include membership or participation in STAMP or such other “signature guarantee program” as may be determined by the Note Registrar in addition toInc., or a commercial bank or trust company having an office or correspondent in substitution forthe United States. Certificate The undersigned hereby certifies by checking the appropriate boxes that: (1) the Rights evidenced by this Right Certificate [ ] are [ ] are not being exercised by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate of any such Acquiring Person (as such terms are defined pursuant to the Rights Agreement); (2) after due inquiry and to the best knowledge of the undersigned, STAMP, all in accordance with it [ ] did [ ] did not acquire the Securities Exchange Act Rights evidenced by this Right Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate of 1934, as amendedan Acquiring Person or any transferee of such Persons. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUING ENTITY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS 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. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. REGISTERED $Dated:__________ No.: ____ CUSIP No.: ________, ______ WORLD OMNI AUTO RECEIVABLES TRUST 2019-C, a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuing Entity”), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of ____________________________________ DOLLARS Signature EXHIBIT B SYNOVUS FINANCIAL CORP. SUMMARY OF RIGHTS TO PURCHASE COMMON STOCK On April 27, 1999, the Board of Directors of Synovus Financial Corp. (the "Company") adopted a Shareholder Rights Plan pursuant to a Rights Agreement (the "Rights Agreement") and authorized and declared a dividend of one Common Stock Purchase Right (a "Right") with respect to each outstanding share of common stock, par value $1.00 per share ("Common Stock"), of the Company. The dividend is payable on each Payment Date in an amount equal May 4, 1999 to the result obtained by multiplying shareholders of record on that date (the "Record Date"), and to each holder of Common Stock issued thereafter until the Distribution Date (as hereinafter defined) or the expiration or earlier redemption of the Rights. Except as set forth below, each Right entitles the registered holder thereof to purchase from the Company at any time after the Distribution Date one share of Common Stock at a price of $225.00 per share, subject to adjustment (the "Purchase Price"). The description and terms of the Rights are set forth in the Rights Agreement. Initially, the Rights will attach to all certificates of outstanding shares of Common Stock, and no separate Right Certificates (as hereinafter defined) will be distributed. The Rights will become exercisable and separate from the shares of Common Stock upon the earlier to occur of (i) ten days after the date (the "Stock Acquisition Date") of a fraction public announcement that a person or group of affiliated or associated persons has acquired beneficial ownership of 15% or more of the numerator outstanding Common Stock (such person or group being hereinafter referred to as an "Acquiring Person"2); or -------- 2 Each of which is $______ and the denominator following persons will not be deemed to be an Acquiring Person even if they have acquired, or obtained the right to acquire, beneficial ownership of which is $80,300,000 by 15% or more of the outstanding Common Stock: (i) the Company, any subsidiary of the Company, or any employee benefit plan of the Company or of any subsidiary of the Company; (ii) any shareholder who is a descendant of X. Xxxxxx Xxxxxx (the aggregate amount"Xxxxxx Family"), if any, payable from any shareholder who is affiliated or associated with the Note Distribution Account in respect of principal on the Class A-4 Notes pursuant to Section 3.01 Xxxxxx Family and any person who would otherwise become an Acquiring Person as a result of the Indenture dated as receipt of November 14, 2019 (the “Indenture”), between the Issuing Entity and MUFG Union Bank, N.A., as Indenture Trustee (the “Indenture Trustee”); provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier Common Stock or a beneficial interest in Common Stock from one or more members of the December 2025 Payment Date (Xxxxxx Family by way of gift, devise, descent or distribution, but not by way of sale, unless any such person, together with his affiliates and associates, becomes the “Class A-4 Final Scheduled Payment Date”) and the Redemption Date, if any, pursuant to Section 10.01 beneficial owner of more than 30% of the Indenture. Generally, no payments outstanding shares of principal of the Class A-4 Notes shall be made until the Class A-1 Notes, Class A-2 Notes and Class A-3 Notes have been paid in full. Capitalized terms used but not defined herein are defined in Article I of the Indenture, which also contains rules as to construction that shall be applicable herein. BY ACQUIRING A CLASS A-4 NOTE, EACH INITIAL PURCHASER, TRANSFEREE AND OWNER OF A BENEFICIAL INTEREST IN SUCH NOTE WILL BE DEEMED TO REPRESENT THAT EITHER (1) IT IS NOT AND WILL NOT BE AND IS NOT ACTING ON BEHALF OF OR ACQUIRING THE NOTES WITH THE ASSETS OF ANY PERSON THAT IS OR WILL BE (i) AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) THAT IS SUBJECT TO TITLE I OF ERISA, (ii) A “PLAN” DESCRIBED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) THAT IS SUBJECT TO SECTION 4975 OF THE CODE, Common Stock; (iii) ANY ENTITY OR ACCOUNT WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” (WITHIN THE MEANING OF THE DEPARTMENT OF LABOR REGULATION LOCATED AT 29 C.F.R. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) OR any person who would otherwise become an Acquiring Person solely by virtue of a reduction in the number of outstanding shares of Common Stock unless and until such person shall become the beneficial owner of any additional shares of Common Stock; and (iv) ANY U.S. GOVERNMENTAL PLAN, NON-U.S. PLAN, CHURCH PLAN OR ANY OTHER EMPLOYEE BENEFIT PLAN, ACCOUNT OR ARRANGEMENT THAT IS SUBJECT TO ANY U.S. FEDERAL, STATE, LOCAL OR NON-U.S. LAW THAT IS SUBSTANTIALLY SIMILAR TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”) OR (2) ITS ACQUISITION AND HOLDING OF THE CLASS A-4 NOTES (OR ANY INTEREST THEREIN) WILL NOT GIVE RISE TO A NONEXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION OF SIMILAR LAW. The Issuing Entity will pay interest on this Note at the rate per annum shown above on each Payment Date until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date), subject to certain limitations contained in the last sentence of Section 3.01 any person who as of the Indenture. Interest on this Note will accrue for each Payment Record Date from and including was the 15th day beneficial owner of 15% or more of the preceding calendar month (or, for outstanding Common Stock unless and until such person shall become the initial interest accrual period, from and including the Closing Date) to but excluding the 15th day beneficial owner of the current calendar month. Interest will be computed on the basis any additional shares of a 360-day year of twelve 30-day months. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuing Entity with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture, or be valid or obligatory for any purposeCommon Stock.
Appears in 1 contract
Signature Guaranteed. NOTICE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatever. Such signature Signatures must be guaranteed by an “"eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation " as defined in STAMP or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with Rule 17Ad-15 promulgated under the Securities Exchange Act of 1934, as amended. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANYThe undersigned hereby certifies that (1) the Rights evidenced by this Right Certificate are not beneficially owned by nor are they being exercised on behalf of an Acquiring Person, A NEW YORK CORPORATION an Interested Stockholder or an Affiliate or Associate thereof (“DTC”as such terms are defined in the Rights Agreement); and (2) after due inquiry and to the best of the knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Right Certificate from any Person who is or was an Acquiring Person, an Interested Stockholder, or an Affiliate or Associate thereof. Signature The signature in the Form of Assignment or Form of Election to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. On November 30, 2001, the Board of Directors of eSoft, Inc. (the "Company") declared a dividend of one preferred share purchase right (a "Right") for each outstanding share of common stock, par value $0.01 per share (the "Common Shares"), TO THE ISSUING ENTITY OR ITS AGENT FOR REGISTRATION OF TRANSFERof the Company. The dividend is effective as of December 24, EXCHANGE OR PAYMENT2001 (the "Record Date") with respect to the stockholders of record on that date. The Rights will also attach to new Common Shares issued after the Record Date. Each Right entitles the registered holder to purchase from the Company one one-hundredth of a share of Series A Junior Participating Preferred Stock, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC par value $0.01 per share (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTCthe "Preferred Shares"), 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. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. REGISTERED $__________ No.: ____ CUSIP No.: _____ WORLD OMNI AUTO RECEIVABLES TRUST 2019-C, a statutory trust organized and existing under the laws of the State Company at a price of Delaware $9.00 per one one-hundredth of a Preferred Share (herein referred to as the “Issuing Entity”"Purchase Price"), for value received, hereby promises subject to pay adjustment. Each Preferred Share is designed to Cede & Co., or registered assigns, be the principal sum economic equivalent of ___________ DOLLARS payable on each Payment Date in an amount equal to the result obtained by multiplying (i) a fraction the numerator of which is $______ 100 Common Shares. The description and the denominator of which is $80,300,000 by (ii) the aggregate amount, if any, payable from the Note Distribution Account in respect of principal on the Class A-4 Notes pursuant to Section 3.01 terms of the Indenture Rights are set forth in a Rights Agreement dated as of November 1430, 2019 2001 (the “Indenture”"Rights Agreement"), between the Issuing Entity Company and MUFG Union BankComputershare Trust Company, N.A., as Indenture Trustee Inc. (the “Indenture Trustee”"Rights Agent"); provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of the December 2025 Payment Date (the “Class A-4 Final Scheduled Payment Date”) and the Redemption Date, if any, pursuant to Section 10.01 of the Indenture. Generally, no payments of principal of the Class A-4 Notes shall be made until the Class A-1 Notes, Class A-2 Notes and Class A-3 Notes have been paid in full. Capitalized terms used but not defined herein are defined in Article I of the Indenture, which also contains rules as to construction that shall be applicable herein. BY ACQUIRING A CLASS A-4 NOTE, EACH INITIAL PURCHASER, TRANSFEREE AND OWNER OF A BENEFICIAL INTEREST IN SUCH NOTE WILL BE DEEMED TO REPRESENT THAT EITHER (1) IT IS NOT AND WILL NOT BE AND IS NOT ACTING ON BEHALF OF OR ACQUIRING THE NOTES WITH THE ASSETS OF ANY PERSON THAT IS OR WILL BE (i) AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) THAT IS SUBJECT TO TITLE I OF ERISA, (ii) A “PLAN” DESCRIBED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) THAT IS SUBJECT TO SECTION 4975 OF THE CODE, (iii) ANY ENTITY OR ACCOUNT WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” (WITHIN THE MEANING OF THE DEPARTMENT OF LABOR REGULATION LOCATED AT 29 C.F.R. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) OR (iv) ANY U.S. GOVERNMENTAL PLAN, NON-U.S. PLAN, CHURCH PLAN OR ANY OTHER EMPLOYEE BENEFIT PLAN, ACCOUNT OR ARRANGEMENT THAT IS SUBJECT TO ANY U.S. FEDERAL, STATE, LOCAL OR NON-U.S. LAW THAT IS SUBSTANTIALLY SIMILAR TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”) OR (2) ITS ACQUISITION AND HOLDING OF THE CLASS A-4 NOTES (OR ANY INTEREST THEREIN) WILL NOT GIVE RISE TO A NONEXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION OF SIMILAR LAW. The Issuing Entity will pay interest on this Note at the rate per annum shown above on each Payment Date until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date), subject to certain limitations contained in the last sentence of Section 3.01 of the Indenture. Interest on this Note will accrue for each Payment Date from and including the 15th day of the preceding calendar month (or, for the initial interest accrual period, from and including the Closing Date) to but excluding the 15th day of the current calendar month. Interest will be computed on the basis of a 360-day year of twelve 30-day months. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuing Entity with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture, or be valid or obligatory for any purpose.
Appears in 1 contract
Samples: Rights Agreement (Esoft Inc)
Signature Guaranteed. NOTICE: The signature to this assignment Signature (Signature must correspond with the to name of the registered owner as it appears on written upon the face of the within Note this Rights Certificate in every particular, without alteration, alteration or enlargement or any change whatever. Such signature whatsoever) Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrarinstitution (a bank, which requirements include stockbroker, savings and loan association or credit union with membership or participation in STAMP or such other “an approved signature guarantee medallion program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with ) pursuant to Rule 17Ad-15 of the Securities Exchange Act of 1934. -------------------------------------------------------------------------------- (To be completed if true) The undersigned hereby represents, for the benefit of all holders of Class B Rights and shares of Class B Common Stock, that the Class B Rights evidenced by this Rights Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as amendeddefined in the Rights Agreement). UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE ------------------------------------ Signature -------------------------------------------------------------------------------- NOTICE In the event the certification set forth above is not completed in connection with a purported assignment, the Company will deem the Beneficial owner of the Class B Rights evidenced by the enclosed Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) or a transferee of any of the foregoing and accordingly will deem the Class B Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. [To be attached to each Rights Certificate] FORM OF THE DEPOSITORY TRUST COMPANYELECTION TO EXERCISE (To be executed if holder desires to exercise the Rights Certificate.) TO: RISCORP, A NEW YORK CORPORATION (“DTC”), TO THE ISSUING ENTITY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & COINC. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS 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. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. REGISTERED $The undersigned hereby irrevocably elects to exercise __________ No.: ____ CUSIP No.: _____ WORLD OMNI AUTO RECEIVABLES TRUST 2019-C, a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuing Entity”), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of ___________ DOLLARS payable on each Payment Date whole Class B Rights represented by the attached Rights Certificate to purchase the shares of Series B Junior Participating Preferred Stock issuable upon the exercise of such Class B Rights and requests that certificates for such shares be issued in an amount equal to the result obtained name of: -------------------------------------------- Address: ------------------------------------ Social Security or other Taxpayer Identification Number: ---------------------- If such number of Class B Rights shall not be all the Class B Rights evidenced by multiplying (i) this Rights Certificate, a fraction new Rights Certificate for the numerator balance of which is $such Class B Rights shall be registered in the name of and delivered to: -------------------------------------------- Address: ------------------------------------ Social Security or other Taxpayer Identification Number: ---------------------- Dated:______ and the denominator of which is $80,300,000 by _______________, ___. Signature Guaranteed: ------------------------------------ Signature (ii) the aggregate amount, if any, payable from the Note Distribution Account in respect of principal on the Class A-4 Notes pursuant Signature must correspond to Section 3.01 of the Indenture dated name as of November 14, 2019 (the “Indenture”), between the Issuing Entity and MUFG Union Bank, N.A., as Indenture Trustee (the “Indenture Trustee”); provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of the December 2025 Payment Date (the “Class A-4 Final Scheduled Payment Date”) and the Redemption Date, if any, pursuant to Section 10.01 of the Indenture. Generally, no payments of principal of the Class A-4 Notes shall be made until the Class A-1 Notes, Class A-2 Notes and Class A-3 Notes have been paid in full. Capitalized terms used but not defined herein are defined in Article I of the Indenture, which also contains rules as to construction that shall be applicable herein. BY ACQUIRING A CLASS A-4 NOTE, EACH INITIAL PURCHASER, TRANSFEREE AND OWNER OF A BENEFICIAL INTEREST IN SUCH NOTE WILL BE DEEMED TO REPRESENT THAT EITHER (1) IT IS NOT AND WILL NOT BE AND IS NOT ACTING ON BEHALF OF OR ACQUIRING THE NOTES WITH THE ASSETS OF ANY PERSON THAT IS OR WILL BE (i) AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) THAT IS SUBJECT TO TITLE I OF ERISA, (ii) A “PLAN” DESCRIBED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) THAT IS SUBJECT TO SECTION 4975 OF THE CODE, (iii) ANY ENTITY OR ACCOUNT WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” (WITHIN THE MEANING OF THE DEPARTMENT OF LABOR REGULATION LOCATED AT 29 C.F.R. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) OR (iv) ANY U.S. GOVERNMENTAL PLAN, NON-U.S. PLAN, CHURCH PLAN OR ANY OTHER EMPLOYEE BENEFIT PLAN, ACCOUNT OR ARRANGEMENT THAT IS SUBJECT TO ANY U.S. FEDERAL, STATE, LOCAL OR NON-U.S. LAW THAT IS SUBSTANTIALLY SIMILAR TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”) OR (2) ITS ACQUISITION AND HOLDING OF THE CLASS A-4 NOTES (OR ANY INTEREST THEREIN) WILL NOT GIVE RISE TO A NONEXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION OF SIMILAR LAW. The Issuing Entity will pay interest on this Note at the rate per annum shown above on each Payment Date until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date), subject to certain limitations contained in the last sentence of Section 3.01 of the Indenture. Interest on this Note will accrue for each Payment Date from and including the 15th day of the preceding calendar month (or, for the initial interest accrual period, from and including the Closing Date) to but excluding the 15th day of the current calendar month. Interest will be computed on the basis of a 360-day year of twelve 30-day months. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuing Entity with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on written upon the face of this NoteRights Certificate in every particular, without alteration or enlargement or any change whatsoever) Signatures must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 of the Securities Exchange Act of 1934. Unless -------------------------------------------------------------------------------- (To be completed if true) The undersigned hereby represents, for the certificate benefit of authentication hereon has been executed all holders of Class B Rights and shares of Class B Common Stock, that the Class B Rights evidenced by this Rights Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). ------------------------------------ Signature -------------------------------------------------------------------------------- NOTICE In the event the certification set forth above is not completed in connection with a purported assignment, the Company will deem the Beneficial owner of the Class B Rights evidenced by the Indenture Trustee whose enclosed Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) or a transferee of any of the foregoing and accordingly will deem the Class B Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. EXHIBIT B ARTICLES OF AMENDMENT OF AMENDED AND RESTATED ARTICLES OF INCORPORATION OF RISCORP, INC. The name appears below by manual signatureof the corporation is: RISCORP, this Note shall not be entitled to any benefit under Inc., a Florida corporation (hereinafter called the Indenture"Corporation"), or be valid or obligatory for any purpose.which hereby certifies as follows:
Appears in 1 contract
Samples: Shareholder Protection Rights Agreement (Riscorp Inc)
Signature Guaranteed. NOTICE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatever. Such signature must be guaranteed by an “eligible guarantor institution” meeting the requirements a commercial bank or trust company or by a member firm of the Note RegistrarNew York Stock Exchange or another national certificates exchange. Notarized or witnessed signatures are not acceptable. 111484 GSR 2004-7 Trust Agreement DISTRIBUTION INSTRUCTIONS The assignee should include the following for purposes of distribution: Distribution shall be made, which requirements include membership by wire transfer or participation otherwise, in STAMP or such other “signature guarantee program” as may be determined by the Note Registrar in addition toimmediately available funds, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUING ENTITY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS 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. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. REGISTERED $to __________ No.: ____ CUSIP No.: _____ WORLD OMNI AUTO RECEIVABLES TRUST 2019-C, a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuing Entity”)______________, for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum account of ___________ DOLLARS payable on each Payment Date in an amount equal to the result obtained by multiplying (i) a fraction the numerator of which is $______ ______, account number _________________, or if mailed by check to ______________________________. Applicable reports and statements should be mailed to __________________________. This information is provided by ____________________________, the denominator of which is $80,300,000 by (ii) the aggregate amountassignee named above, if any, payable from the Note Distribution Account in respect of principal on the Class A-4 Notes pursuant to Section 3.01 of the Indenture dated as of November 14, 2019 (the “Indenture”), between the Issuing Entity and MUFG Union Bank, N.A.or _______________, as Indenture Trustee (the “Indenture Trustee”); providedagent. 111484 GSR 2004-7 Trust Agreement EXHIBIT B6 FORM OF CLASS B6 CERTIFICATE GS MORTGAGE SECURITIES CORP., howeverDEPOSITOR MORTGAGE PASS-THROUGH CERTIFICATES, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of the December 2025 Payment Date (the “Class A-4 Final Scheduled Payment Date”) and the Redemption Date, if any, pursuant to Section 10.01 of the Indenture. Generally, no payments of principal of the Class A-4 Notes shall be made until the Class A-1 Notes, Class A-2 Notes and Class A-3 Notes have been paid in full. Capitalized terms used but not defined herein are defined in Article I of the Indenture, which also contains rules as to construction that shall be applicable herein. BY ACQUIRING A SERIES 2004-7 CLASS A-4 NOTE, EACH INITIAL PURCHASER, TRANSFEREE AND OWNER OF A BENEFICIAL INTEREST IN SUCH NOTE WILL BE DEEMED TO REPRESENT THAT EITHER (1) IT IS B6 CERTIFICATE THE CERTIFICATE EVIDENCED HEREBY HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE OFFERED, SOLD, PLEDGED, OR OTHERWISE TRANSFERRED EXCEPT (A)(1) TO A BUYER THAT THE SELLER OF SUCH CERTIFICATE REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A OR (2) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND (B) IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION. THIS CERTIFICATE MAY NOT BE PURCHASED BY A TRANSFEREE THAT IS OR IS ACTING ON BEHALF OF OR ACQUIRING THE NOTES WITH INVESTING THE ASSETS OF ANY PERSON THAT IS OR WILL BE (iA) AN “EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT ACCOUNT OR A XXXXX PLAN” AS DEFINED IN SECTION 3(3) OF , WHICH IS SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“"ERISA”) THAT IS SUBJECT TO TITLE I OF ERISA"), (ii) A “PLAN” DESCRIBED IN SECTION 4975(e)(1) 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “"CODE”") (EACH, A "PLAN"), OR A GOVERNMENTAL PLAN AS DEFINED IN SECTION 3(32) OF ERISA THAT IS SUBJECT TO ANY ESSENTIALLY SIMILAR FEDERAL, STATE OR LOCAL LAW (A "SIMILAR LAW"), OTHER THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER CIRCUMSTANCES WHEREBY SUCH PURCHASE AND THE SUBSEQUENT HOLDING OF SUCH CERTIFICATE BY SUCH INSURANCE COMPANY WOULD NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION WITHIN THE MEANING OF SECTION 406 OR 407 OF ERISA, SECTION 4975 OF THE CODE, (iii) OR A MATERIALLY SIMILAR CHARACTERIZATION UNDER ANY ENTITY OR ACCOUNT WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” (WITHIN SIMILAR LAW. THIS CLASS B6 CERTIFICATE IS SUBORDINATED TO THE MEANING EXTENT DESCRIBED HEREIN AND IN THE TRUST AGREEMENT REFERENCED HEREIN. THIS CLASS B6 CERTIFICATE REPRESENTS A REMIC REGULAR INTEREST FOR FEDERAL INCOME TAX PURPOSES. THE PRINCIPAL OF THE DEPARTMENT OF LABOR REGULATION LOCATED AT 29 C.F.R. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) OR (iv) ANY U.S. GOVERNMENTAL PLAN, NON-U.S. PLAN, CHURCH PLAN OR ANY OTHER EMPLOYEE BENEFIT PLAN, ACCOUNT OR ARRANGEMENT THAT THIS CLASS B6 CERTIFICATE IS SUBJECT TO ANY U.S. FEDERALPREPAYMENT FROM TIME TO TIME WITHOUT SURRENDER OF OR NOTATION 111484 GSR 2004-7 Trust Agreement ON THIS CERTIFICATE. ACCORDINGLY, STATE, LOCAL OR NON-U.S. LAW THE CERTIFICATE PRINCIPAL BALANCE OF THIS CERTIFICATE MAY BE LESS THAN THAT IS SUBSTANTIALLY SIMILAR TO TITLE I OF ERISA OR SECTION 4975 SET FORTH BELOW. ANYONE ACQUIRING THIS CERTIFICATE MAY ASCERTAIN ITS CURRENT CERTIFICATE PRINCIPAL BALANCE BY INQUIRY OF THE CODE (“SIMILAR LAW”TRUSTEE. 111484 GSR 2004-7 Trust Agreement GS MORTGAGE SECURITIES CORP., DEPOSITOR MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2004-7 CLASS B6 CERTIFICATE INITIAL CERTIFICATE RATE APPROXIMATE INITIAL CERTIFICATE PER ANNUM: 3.948%(12) OR (2) ITS ACQUISITION AND HOLDING PRINCIPAL BALANCE OF THE CLASS A-4 NOTES (OR ANY INTEREST THEREIN) WILL NOT GIVE RISE TO A NONEXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 B6 CERTIFICATES: $1,050,537 PERCENTAGE INTEREST: 100% MINIMUM DENOMINATION: $250,000 AND $1 IN EXCESS OF ERISA OR SECTION 4975 $250,000 DATE OF THE CODE OR A VIOLATION TRUST APPROXIMATE AGGREGATE SCHEDULED AGREEMENT: PRINCIPAL BALANCE AS OF SIMILAR LAWTHE CUT-OFF JUNE 1, 2004 DATE OF THE MORTGAGE LOANS HELD BY THE TRUST: $699,836,637 CLOSING DATE: SERVICERS: JUNE 30, 2004 COUNTRYWIDE HOME LOANS SERVICING LP NATIONAL CITY MORTGAGE CO. The Issuing Entity will pay interest on this Note at the rate per annum shown above on each Payment Date until the principal of this Note is paid or made available for paymentFIRST DISTRIBUTION DATE: JULY 26, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date)2004 FINAL SCHEDULED TRUSTEE: JPMORGAN CHASE BANK DISTRIBUTION DATE: CUSTODIAN: JPMORGAN CHASE BANK JUNE 25, subject to certain limitations contained in the last sentence of Section 3.01 of the Indenture. Interest on this Note will accrue for each Payment Date from and including the 15th day of the preceding calendar month (or, for the initial interest accrual period, from and including the Closing Date) to but excluding the 15th day of the current calendar month. Interest will be computed on the basis of a 360-day year of twelve 30-day months. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuing Entity with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture, or be valid or obligatory for any purpose.2034
Appears in 1 contract
Samples: Trust Agreement (Gs Mortgage Securities Corp GSR Trust 2004-7)
Signature Guaranteed. NOTICEParticipant in a Recognized Signature Guarantee Medallion Program By: --------------------------------- Authorized Signatory A-19 TRANSFER CERTIFICATE(4) Re: 2.375% Convertible Senior Notes due 2026 (the "Notes") of The signature Greenbrier Companies, Inc. (the "Company") This certificate relates to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatever. Such signature must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar, which requirements include membership or participation in STAMP or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUING ENTITY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS 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. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. REGISTERED $__________ No.: _principal amount of Notes owned in (check applicable box) ___ CUSIP No.: __book-entry ___ WORLD OMNI AUTO RECEIVABLES TRUST 2019-C, a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuing Entity”), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of definitive form by ____________ DOLLARS payable on each Payment Date in an amount equal (the "Transferor"). The Transferor has requested a Registrar or the Trustee to exchange or register the result obtained by multiplying (i) a fraction the numerator transfer of which is $______ such Notes. In connection with such request and the denominator of which is $80,300,000 by (ii) the aggregate amount, if any, payable from the Note Distribution Account in respect of principal on each such Note, the Class A-4 Notes pursuant to Section 3.01 of the Indenture dated as of November 14, 2019 (the “Indenture”), between the Issuing Entity and MUFG Union Bank, N.A., as Indenture Trustee (the “Indenture Trustee”); provided, however, Transferor does hereby certify that the entire unpaid principal amount of this Note shall be due Transferor is familiar with transfer restrictions relating to the Notes as provided in Section 2.6 and payable on the earlier of the December 2025 Payment Date (the “Class A-4 Final Scheduled Payment Date”) and the Redemption Date, if any, pursuant to Section 10.01 of the Indenture. Generally, no payments of principal of the Class A-4 Notes shall be made until the Class A-1 Notes, Class A-2 Notes and Class A-3 Notes have been paid in full. Capitalized terms used but not defined herein are defined in Article I 2.12 of the Indenture, which also contains rules dated as of May 22, 2006, among the Company, the guarantors party thereto and U.S. Bank National Association, as Trustee (the "Indenture"), and the transfer of such Note is being made pursuant to construction an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act") (check applicable box) or the transfer or exchange, as the case may be, of such Note does not require registration under the Securities Act because (check applicable box): Such Note is being acquired for the Transferor's own account, without transfer; or Such Note is being transferred to the Company or a Subsidiary; or Such Note is being transferred to a person that shall be applicable herein. BY ACQUIRING A CLASS A-4 NOTEthe Transferor reasonably believes is a "qualified institutional buyer," as defined in, EACH INITIAL PURCHASERand in compliance with, TRANSFEREE AND OWNER OF A BENEFICIAL INTEREST IN SUCH NOTE WILL BE DEEMED TO REPRESENT THAT EITHER Rule 144A under the Securities Act; or Such Note is being transferred pursuant to the exemption from the registration requirements of the Securities Act under Rule 144 (1or any successor thereto) IT IS NOT AND WILL NOT BE AND IS NOT ACTING ON BEHALF OF OR ACQUIRING THE NOTES WITH THE ASSETS OF ANY PERSON THAT IS OR WILL BE (i"Rule 144") AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED under the Securities Act; or Such Note is being transferred pursuant to an effective registration statement under the Securities Act; or Such Note is being transferred pursuant to an exemption from the registration requirements of the Securities Act to an institutional investor that is an "accredited investor" (“ERISA”) THAT IS SUBJECT TO TITLE I OF ERISAas defined in Rule 501(a)(1), (ii) A “PLAN” DESCRIBED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) THAT IS SUBJECT TO SECTION 4975 OF THE CODE2), (iii3) ANY ENTITY OR ACCOUNT WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” or (WITHIN THE MEANING OF THE DEPARTMENT OF LABOR REGULATION LOCATED AT 29 C.F.R. SECTION 2510.3-1017) of Regulation D under the Securities Act) that, AS MODIFIED BY SECTION 3(42) OF ERISA) OR (iv) ANY U.S. GOVERNMENTAL PLAN, NON-U.S. PLAN, CHURCH PLAN OR ANY OTHER EMPLOYEE BENEFIT PLAN, ACCOUNT OR ARRANGEMENT THAT IS SUBJECT TO ANY U.S. FEDERAL, STATE, LOCAL OR NON-U.S. LAW THAT IS SUBSTANTIALLY SIMILAR TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”) OR (2) ITS ACQUISITION AND HOLDING OF THE CLASS A-4 NOTES (OR ANY INTEREST THEREIN) WILL NOT GIVE RISE TO A NONEXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION OF SIMILAR LAW. The Issuing Entity will pay interest on this Note at the rate per annum shown above on each Payment Date until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date), subject to certain limitations contained in the last sentence of Section 3.01 of the Indenture. Interest on this Note will accrue for each Payment Date from and including the 15th day of the preceding calendar month (or, for the initial interest accrual period, from and including the Closing Date) to but excluding the 15th day of the current calendar month. Interest will be computed on the basis of a 360-day year of twelve 30-day months. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuing Entity with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then prior to the unpaid principal of this Note. Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture, or be valid or obligatory for any purpose.transfer,
Appears in 1 contract
Samples: Indenture (Greenbrier Companies Inc)
Signature Guaranteed. NOTICE: The signature to this assignment Signature (Signature must correspond with the to name of the registered owner as it appears on written upon the face of the within Note this Rights Certificate in every particular, without alteration, alteration or enlargement or any change whatever. Such signature whatsoever) Signatures must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrarinstitution (a bank, which requirements include stockbroker, savings and loan association or credit union with membership or participation in STAMP or such other “an approved signature guarantee medallion program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with ) pursuant to Rule 17Ad-15 of the Securities Exchange Act of 1934. ------------------------------------------------------------------------------- (To be completed if true) The undersigned hereby represents, for the benefit of the Company and all holders of Rights and shares of Common Stock, that the Rights evidenced by this Rights Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate thereof (as amendeddefined in the Rights Agreement). UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE ----------------------------------------- Signature ------------------------------------------------------------------------------- NOTICE In the event the certification set forth above is not completed in connection with a purported assignment, the Company will deem the Beneficial Owner of the Rights evidenced by the enclosed Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) or a transferee of any of the foregoing and accordingly will deem the Rights evidenced by such Rights Certificate to be void and not transferable or exercisable. [To be attached to each Rights Certificate] FORM OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ELECTION TO EXERCISE (“DTC”), TO THE ISSUING ENTITY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS 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 & COTo be executed if holder desires to exercise the Rights Certificate., HAS AN INTEREST HEREIN. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. REGISTERED $) TO: GENUINE PARTS COMPANY The undersigned hereby irrevocably elects to exercise __________ No.: ____ CUSIP No.: _____ WORLD OMNI AUTO RECEIVABLES TRUST 2019-C, a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuing Entity”), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of ___________ DOLLARS payable on each Payment Date whole Rights represented by the attached Rights Certificate to purchase the shares of Series A Junior Participating Preferred Stock issuable upon the exercise of such Rights and requests that certificates for such shares be issued in an amount equal to the result obtained name of and delivered to: Name: ---------------------------------------------- Address: ------------------------------------------- ------------------------------------------- Social Security or other Taxpayer ID No.: ---------- If such number of Rights shall not be all the Rights evidenced by multiplying (i) this Rights Certificate, a fraction new Rights Certificate for the numerator balance of which is $such Rights shall be registered in the name of and delivered to: Name: ---------------------------------------------- Address: ------------------------------------------- ------------------------------------------- Social Security or other Taxpayer ID No.: ---------- Dated: _________________, ______ and the denominator of which is $80,300,000 by Signature Guaranteed: ------------------------------------------- Signature (ii) the aggregate amount, if any, payable from the Note Distribution Account in respect of principal on the Class A-4 Notes pursuant Signature must correspond to Section 3.01 of the Indenture dated name as of November 14, 2019 (the “Indenture”), between the Issuing Entity and MUFG Union Bank, N.A., as Indenture Trustee (the “Indenture Trustee”); provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of the December 2025 Payment Date (the “Class A-4 Final Scheduled Payment Date”) and the Redemption Date, if any, pursuant to Section 10.01 of the Indenture. Generally, no payments of principal of the Class A-4 Notes shall be made until the Class A-1 Notes, Class A-2 Notes and Class A-3 Notes have been paid in full. Capitalized terms used but not defined herein are defined in Article I of the Indenture, which also contains rules as to construction that shall be applicable herein. BY ACQUIRING A CLASS A-4 NOTE, EACH INITIAL PURCHASER, TRANSFEREE AND OWNER OF A BENEFICIAL INTEREST IN SUCH NOTE WILL BE DEEMED TO REPRESENT THAT EITHER (1) IT IS NOT AND WILL NOT BE AND IS NOT ACTING ON BEHALF OF OR ACQUIRING THE NOTES WITH THE ASSETS OF ANY PERSON THAT IS OR WILL BE (i) AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) THAT IS SUBJECT TO TITLE I OF ERISA, (ii) A “PLAN” DESCRIBED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) THAT IS SUBJECT TO SECTION 4975 OF THE CODE, (iii) ANY ENTITY OR ACCOUNT WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” (WITHIN THE MEANING OF THE DEPARTMENT OF LABOR REGULATION LOCATED AT 29 C.F.R. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) OR (iv) ANY U.S. GOVERNMENTAL PLAN, NON-U.S. PLAN, CHURCH PLAN OR ANY OTHER EMPLOYEE BENEFIT PLAN, ACCOUNT OR ARRANGEMENT THAT IS SUBJECT TO ANY U.S. FEDERAL, STATE, LOCAL OR NON-U.S. LAW THAT IS SUBSTANTIALLY SIMILAR TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”) OR (2) ITS ACQUISITION AND HOLDING OF THE CLASS A-4 NOTES (OR ANY INTEREST THEREIN) WILL NOT GIVE RISE TO A NONEXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION OF SIMILAR LAW. The Issuing Entity will pay interest on this Note at the rate per annum shown above on each Payment Date until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date), subject to certain limitations contained in the last sentence of Section 3.01 of the Indenture. Interest on this Note will accrue for each Payment Date from and including the 15th day of the preceding calendar month (or, for the initial interest accrual period, from and including the Closing Date) to but excluding the 15th day of the current calendar month. Interest will be computed on the basis of a 360-day year of twelve 30-day months. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuing Entity with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on written upon the face of this NoteRights Certificate in every particular, without alteration or enlargement or any change whatsoever) Signatures must be guaranteed by an eligible guarantor institution (a bank, stockbroker, savings and loan association or credit union with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 of the Securities Exchange Act of 1934. Unless -------------------------------------------------------------------------------- (To be completed if true) The undersigned hereby represents, for the certificate benefit of authentication hereon has been executed the Company and all holders of Rights and shares of Common Stock, that the Rights evidenced by this Rights Certificate are not, and, to the knowledge of the undersigned, have never been, Beneficially Owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). ------------------------------------------ Signature -------------------------------------------------------------------------------- NOTICE In the event the certification set forth above is not completed in connection with a purported assignment, the Company will deem the Beneficial Owner of the Rights evidenced by the Indenture Trustee whose name appears below enclosed Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) or a transferee of any of the foregoing and accordingly will deem the Rights evidenced by manual signaturesuch Rights Certificate to be void and not transferable or exercisable. EXHIBIT B ARTICLES OF AMENDMENT TO THE RESTATED ARTICLES OF INCORPORATION, this Note shall not be entitled to any benefit under the Indenture, or be valid or obligatory for any purpose.AS AMENDED OF GENUINE PARTS COMPANY
Appears in 1 contract
Samples: Shareholder Protection Rights Agreement (Genuine Parts Co)
Signature Guaranteed. NOTICEASSIGNMENT (TO BE EXECUTED BY THE REGISTERED HOLDER IF SUCH HOLDER DESIRES TO TRANSFER THE WARRANT CERTIFICATE) For Value Received, the undersigned registered holder hereby sells, assigns and transfers unto ----------------------------------- Name of Assignee ----------------------------------- Address of Assignee this Warrant Certificate, together with all right, title and interest therein, and does irrevocably constitute and appoint -------------------------------------------------------------------------------- attorney, to transfer the within Warrant Certificate on the books of the Warrant Agent, with full power of substitution. -------------------------------------------------------------------------------- Date -------------------------------------------------------------------------------- Signature Note: The above signature to this assignment must correspond with the name of the registered owner as it appears on written upon the face of the within Note this Warrant Certificate in every particular, without alteration, alteration or enlargement or any change whateverwhatsoever. Such signature must be guaranteed by an “eligible guarantor institution” meeting -------------------------------------------------------------------------------- Social Security or Other Taxpayer Identification Number of Assignee Signature Guaranteed: ------------------------- CERTIFICATE TO BE DELIVERED UPON EXCHANGE OR REGISTRATION OF TRANSFER OF WARRANTS Re: Warrants to purchase Common Stock (the requirements of the Note Registrar, which requirements include membership or participation in STAMP or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”"Securities"), TO THE ISSUING ENTITY OR ITS AGENT FOR REGISTRATION OF TRANSFERof Source Media, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS 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. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. REGISTERED $_Inc. This Certificate relates to _________ No.: ____ CUSIP No.: _____ WORLD OMNI AUTO RECEIVABLES TRUST 2019-C, a statutory trust organized and existing under Securities held in the laws of the State of Delaware (herein referred to as the “Issuing Entity”), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of form of* ___________ DOLLARS payable on each Payment Date a beneficial interest in an amount equal to the result obtained by multiplying (i) a fraction the numerator of which is $___________ Physical Warrants by ___________ (the "Transferor"). The Transferor:* / / has requested that the Warrant Agent by written order to exchange or register the transfer of a Physical Warrant or Physical Warrants. In connection with such request and the denominator of which is $80,300,000 by (ii) the aggregate amount, if any, payable from the Note Distribution Account in respect of principal each such Security, the Transferor does hereby certify that the Transferor is familiar with the Warrant Agreement relating to the above captioned Securities and the restrictions on transfers thereof as provided in Section 6 of such Warrant Agreement, and that the Class A-4 Notes pursuant transfer of these Securities does not require registration under the Securities Act of 1933, as amended (the "Act") because*: / / Such Security is being acquired for the Transferor's own account, without transfer. / / Such Security is being transferred to Section 3.01 an institutional "accredited investor" (within the meaning of subparagraphs (a)(1), (2), (3) or (7) of Rule 501 under the Act. / / Such Security is being transferred in reliance on Regulation S under the Act. / / Such Security is being transferred in reliance on Rule 144 under the Act. / / Such Security is being transferred in reliance on and in compliance with an exemption from the registration requirements of the Indenture dated as of November 14, 2019 (the “Indenture”), between the Issuing Entity and MUFG Union Bank, N.A., as Indenture Trustee (the “Indenture Trustee”); provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of the December 2025 Payment Date (the “Class A-4 Final Scheduled Payment Date”) and the Redemption Date, if any, pursuant to Section 10.01 of the Indenture. Generally, no payments of principal of the Class A-4 Notes shall be made until the Class A-1 Notes, Class A-2 Notes and Class A-3 Notes have been paid in full. Capitalized terms used but not defined herein are defined in Article I of the Indenture, which also contains rules as to construction that shall be applicable herein. BY ACQUIRING A CLASS A-4 NOTE, EACH INITIAL PURCHASER, TRANSFEREE AND OWNER OF A BENEFICIAL INTEREST IN SUCH NOTE WILL BE DEEMED TO REPRESENT THAT EITHER (1) IT IS NOT AND WILL NOT BE AND IS NOT ACTING ON BEHALF OF OR ACQUIRING THE NOTES WITH THE ASSETS OF ANY PERSON THAT IS OR WILL BE (i) AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) THAT IS SUBJECT TO TITLE I OF ERISA, (ii) A “PLAN” DESCRIBED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) THAT IS SUBJECT TO SECTION 4975 OF THE CODE, (iii) ANY ENTITY OR ACCOUNT WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” (WITHIN THE MEANING OF THE DEPARTMENT OF LABOR REGULATION LOCATED AT 29 C.F.R. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) OR (iv) ANY U.S. GOVERNMENTAL PLAN, NON-U.S. PLAN, CHURCH PLAN OR ANY OTHER EMPLOYEE BENEFIT PLAN, ACCOUNT OR ARRANGEMENT THAT IS SUBJECT TO ANY U.S. FEDERAL, STATE, LOCAL OR NON-U.S. LAW THAT IS SUBSTANTIALLY SIMILAR TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”) OR (2) ITS ACQUISITION AND HOLDING OF THE CLASS A-4 NOTES (OR ANY INTEREST THEREIN) WILL NOT GIVE RISE TO A NONEXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION OF SIMILAR LAW. The Issuing Entity will pay interest on this Note at the rate per annum shown above on each Payment Date until the principal of this Note is paid Act other than Rule 144A or made available for payment, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date), subject to certain limitations contained in the last sentence of Section 3.01 of the Indenture. Interest on this Note will accrue for each Payment Date from and including the 15th day of the preceding calendar month (or, for the initial interest accrual period, from and including the Closing Date) to but excluding the 15th day of the current calendar month. Interest will be computed on the basis of a 360-day year of twelve 30-day months. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. The principal of and interest on this Note are payable in such coin Rule 144 or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuing Entity with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit Regulation S under the Indenture, or be valid or obligatory for any purpose.Act to a person other than an institutional "accredited investor. ------------------------------- (INSERT NAME OF TRANSFEROR) By: ---------------------------- (Authorized Signatory) Date: ---------------------- *Check applicable box. Form of Certificate to Be Delivered in Connection with Transfers to Institutional Accredited Investors [Date] [Name of Warrant Agent] [Address]
Appears in 1 contract
Samples: Warrant Agreement (Source Media Inc)
Signature Guaranteed. NOTICE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatever. Such signature must be guaranteed by an “"eligible guarantor institution” " meeting the requirements of the Note Registrar, which requirements include membership or participation in STAMP or such other “"signature guarantee program” " as may be determined by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. UNLESS EXHIBIT A-3 [FORM OF CLASS A-3 NOTE] PRINCIPAL IN RESPECT OF THIS CLASS A-3 NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE DISTRIBUTABLE AS SET FORTH HEREIN. ACCORDINGLY, THE UNPAID PRINCIPAL AMOUNT OF THE DEPOSITORY TRUST COMPANYFRACTIONAL INTEREST EVIDENCED HEREBY AT ANY TIME MAY BE LESS THAN THE ORIGINAL PRINCIPAL AMOUNT SET FORTH HEREIN. Unless this Note is presented by an authorized representative of The Depository Trust Company, A NEW YORK CORPORATION a New York corporation (“"DTC”"), TO THE ISSUING ENTITY OR ITS AGENT FOR REGISTRATION OF TRANSFERto the issuer or its agent for registration of transfer, EXCHANGE OR PAYMENTexchange or payment, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE and any Note issued is registered in the name of Cede & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF Co. or in such other name as requested by an authorized representative of DTC (AND ANY PAYMENT IS MADE TO CEDE and any payment is made to Cede & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF Co. or to such other entity as is 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 HEREOFinasmuch as the registered owner thereof, CEDE Cede & CO.Co., HAS AN INTEREST HEREINhas an interest herein. THE PRINCIPAL IN RESPECT OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLYBAY VIEW 2005-LJ-2 OWNER TRUST % CLASS A-3 AUTOMOBILE RECEIVABLE BACKED NOTE Evidencing the indebtedness of the Bay View 2005-LJ-2 Owner Trust, THE OUTSTANDING AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOFa Delaware statutory trust, secured by the Pledged Assets, as defined below, including a pool of simple interest installment loan and security agreements and installment sales contracts secured by new and used automobiles, light-duty trucks, sport utility vehicles and vans. REGISTERED (This Note does not represent an interest in Bay View Deposit Corporation nor an interest in or obligation of any of its affiliates. Neither this Note nor the underlying Receivables, as defined below, are insured or guaranteed by any government agency). NUMBER $__________ No.: ____ CUSIP No.: _____ WORLD OMNI AUTO RECEIVABLES TRUST 201907262WAC1 Bay View 2005-CLJ-2 Owner Trust, a Delaware statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuing Entity”)txxxx, for xxx value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum order of [__________] ("the Noteholder") or its registered assigns, the principal sum of [__________ DOLLARS payable on each Payment Date in an amount equal to the result obtained by multiplying dollars (i) a fraction the numerator of which is $______ _____)], which amount shall be payable in the amounts and at the denominator of which is $80,300,000 by (ii) the aggregate amount, if any, payable from the Note Distribution Account times set forth in respect of principal on the Class A-4 Notes pursuant to Section 3.01 of the Indenture dated as of November 14July 1, 2019 2005 (the “"Indenture”)"; such term to include any amendment, between the Issuing Entity and MUFG Union Bankrestatement, N.A., as Indenture Trustee (the “Indenture Trustee”supplement or other modification thereof or thereto); provided, however, that the entire unpaid principal amount of this Note shall be due and payable on or before the earlier of the December 2025 Payment Date (the “Class A-4 Final Scheduled July 2010 Payment Date”) and . However, principal with respect to the Redemption Date, if any, pursuant to Section 10.01 of Notes may be paid earlier or later under certain limited circumstances under the Indenture. Generally, no payments of principal of the Class A-4 Notes shall be made until the Class A-1 Notes, Class A-2 Notes and Class A-3 Notes have been paid in full. Capitalized terms used but not defined herein are defined in Article I of the Indenture, which also contains rules as to construction that shall be applicable herein. BY ACQUIRING A CLASS A-4 NOTE, EACH INITIAL PURCHASER, TRANSFEREE AND OWNER OF A BENEFICIAL INTEREST IN SUCH NOTE WILL BE DEEMED TO REPRESENT THAT EITHER (1) IT IS NOT AND WILL NOT BE AND IS NOT ACTING ON BEHALF OF OR ACQUIRING THE NOTES WITH THE ASSETS OF ANY PERSON THAT IS OR WILL BE (i) AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) THAT IS SUBJECT TO TITLE I OF ERISA, (ii) A “PLAN” DESCRIBED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) THAT IS SUBJECT TO SECTION 4975 OF THE CODE, (iii) ANY ENTITY OR ACCOUNT WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” (WITHIN THE MEANING OF THE DEPARTMENT OF LABOR REGULATION LOCATED AT 29 C.F.R. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) OR (iv) ANY U.S. GOVERNMENTAL PLAN, NON-U.S. PLAN, CHURCH PLAN OR ANY OTHER EMPLOYEE BENEFIT PLAN, ACCOUNT OR ARRANGEMENT THAT IS SUBJECT TO ANY U.S. FEDERAL, STATE, LOCAL OR NON-U.S. LAW THAT IS SUBSTANTIALLY SIMILAR TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”) OR (2) ITS ACQUISITION AND HOLDING OF THE CLASS A-4 NOTES (OR ANY INTEREST THEREIN) WILL NOT GIVE RISE TO A NONEXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION OF SIMILAR LAW. The Issuing Entity Issuer will pay interest on this Note at the rate per annum shown above on each Payment Date until Class A-3 Interest Rate. Such interest shall be payable in the principal manner and at the times set forth in the Indenture. To the extent not otherwise defined herein, the capitalized terms used herein have the meanings assigned to them in the Indenture. This Note is issued under and is subject to the terms, provisions, and conditions of the Indenture, to which the holder of this Note by virtue of the acceptance hereof assents and by which such holder is bound. This Note is secured by the Pledged Assets. The Pledged Assets consist of (i) the Receivables listed on Schedule A to the Trust Agreement, (ii) the security interests in the Financed Vehicles or in any other property granted by Obligors pursuant to the Receivables, (iii) any proceeds from claims and other amounts relating to Insurance Policies and other items financed under the Receivables or otherwise covering an Obligor or a Financed Vehicle, (iv) any Liquidation Proceeds, (v) all property (including the right to receive future Liquidation Proceeds) that secures a Receivable and that has been or may be acquired pursuant to the liquidation of the Receivable, (vi) the interest of the Issuer in any proceeds from recourse to Dealers relating to the Receivables, (vii) all documents contained in the Receivable Files relating to the Receivables, (viii) all monies paid on the Receivables, and all monies due thereon after the Cut-off Date, (ix) the rights of the Transferor pursuant to the Purchase Agreement and the Trust Agreement and the rights of the Issuer pursuant to the Trust Agreement, including, without limitation, a direct right to cause BVAC to purchase Receivables from the Transferor upon the occurrence of a breach of any of the representations and warranties contained in Section 3.02 of the Purchase Agreement or made available for paymentthe failure of BVAC to timely comply with its obligations pursuant to Section 5.06 of the Purchase Agreement and (x) all proceeds (including, without limitation, "proceeds" as defined in the UCC of the jurisdiction the law of which governs the perfection of the interest in such Receivables and such other property so transferred) of any of the foregoing. Pledged Assets shall also include (a) any and all other right, title and interest, including any beneficial interest the Issuer may have in the Collection Account and the Lock-Box Account (to the extent such amounts and property in the Lock-Box Account relate to the Receivables), (b) the funds deposited in and financial assets credited to and from time to time on deposit in such accounts (to the extent such amounts and property in the Lock-Box account relate to the Receivables), and all Eligible Investments and other securities, instruments and other investments purchased from such funds. Under the Indenture, the Issuer will pay, on the principal amount twenty-fifth calendar day of each month, or if such day is not a Business Day, on the first Business Day thereafter (the "Payment Date"), commencing August 25, 2005, to the person in whose name this Note is registered on the Record Date, the portion of Monthly Interest and Monthly Principal to which the Noteholder is entitled pursuant to the Indenture. Payments on this Note will be made by the Indenture Trustee by wire transfer through the facilities of the Depository Trust Company if this note is held by Cede & Co. and otherwise by check mailed to the Person entitled thereto without the presentation or surrender of this Note outstanding or the making of any notation hereon. Except as otherwise provided in the Indenture and notwithstanding the above, the final payment on this Note will be made only upon presentation and surrender of this Note at the office or agency maintained for that purpose by the Indenture Trustee. Unless the certificate of authentication hereon shall have been executed by a Responsible Officer of the Indenture Trustee, by manual or facsimile signature, this Note shall not entitle the holder hereof to any benefit under the Indenture or be valid for any purpose. This Note constitutes an obligation of the Issuer. The Note does not represent an interest in the Issuer nor an interest in or obligation of any affiliate of the Issuer, including Bay View Deposit Corporation or Bay View Acceptance Corporation. The Note is limited in right of payment to certain collections and recoveries respecting the Receivables, all as more specifically set forth in the Indenture. In addition to the Class A-3 Notes, the Issuer has also issued Class A-1 Notes, Class A-2 Notes, Class A-4 Notes, Class B Notes, Class C Notes and Class D Notes. The Indenture permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Noteholder under the Indenture at any time by the Issuer and the Indenture Trustee with the consent of the Noteholder. Any such consent by the holder of this Note shall be conclusive and binding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date), subject to certain limitations contained Noteholder. This Note is transferable solely in the last sentence of accordance with Section 3.01 2.04 of the Indenture. Interest on The obligations and responsibilities to the Noteholder created by the Indenture shall terminate upon the payment to Noteholder of all amounts required to be paid to it pursuant to the Indenture. The Servicer may at its option cause the Indenture Trustee to sell the Pledged Assets at a price not to be less than the price specified in the Indenture, and such sale of the Receivables and other property may effect early retirement of the Note. Although this Note will accrue for each Payment Date from and including the 15th day summarizes certain provisions of the preceding calendar month (orIndenture, for the initial interest accrual period, from and including the Closing Date) to but excluding the 15th day of the current calendar month. Interest will be computed on the basis of a 360-day year of twelve 30-day months. Such principal of and interest on this Note shall be paid in does not purport to summarize the manner specified on the reverse hereof. The principal of Indenture and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuing Entity with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. Reference reference is made to the further provisions Indenture for information with respect to the interests, rights, benefits, obligations, proceeds and duties evidenced hereby and the rights, duties and obligations of the Indenture Trustee. In the event of any inconsistency or conflict between the terms of this Note set forth on and the reverse hereofterms of the Indenture, which the terms of the Indenture shall have the same effect as though fully set forth on the face of this Notecontrol. Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the IndentureIndenture referred to on the reverse hereof, or be valid or obligatory for any purpose.
Appears in 1 contract
Samples: Indenture (Bay View Deposit CORP)
Signature Guaranteed. NOTICE1 NOTE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whateverwhatsoever. Such signature must be guaranteed EXHIBIT C-2 FORM OF FLOATING RATE OFFERED NOTES REGISTERED $____________ No. R- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP NO. __________ Unless this Note is presented by an “eligible guarantor institution” meeting authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to the requirements Issuer or its agent for registration of transfer, exchange or payment, and any Note issued is registered in the Note Registrar, which requirements include membership name of Cede & Co. or participation in STAMP or such other “signature guarantee program” name as may be determined is requested by the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act an authorized representative of 1934, as amended. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUING ENTITY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE and any payment is made to Cede & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF Co. or to such other entity as is 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 HEREOFinasmuch as the registered owner hereof, CEDE Cede & CO.Co., HAS AN INTEREST HEREINhas an interest herein. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. REGISTERED $________CAPITAL AUTO RECEIVABLES ASSET TRUST 2001-1 CLASS A- __ No.: ____ CUSIP No.: _____ WORLD OMNI FLOATING RATE ASSET BACKED NOTES CAPITAL AUTO RECEIVABLES ASSET TRUST 20192001-C1, a statutory business trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuing Entity”"Issuer"), for value received, hereby promises to pay to Cede & Co._______________, or registered assigns, the principal sum of _______________ DOLLARS ($_________) payable in accordance with the Indenture (as defined on the reverse side of this Note), on each Payment Distribution Date in an amount equal to the result obtained by multiplying (i) a fraction fraction, the numerator of which is $______ the initial principal amount hereof and the denominator of which is $80,300,000 by (ii) the aggregate amount, if any, payable from the Note Distribution Account in respect of principal on the Class A-4 Notes pursuant to Section 3.01 of the Indenture dated as of November 14, 2019 (the “Indenture”), between the Issuing Entity and MUFG Union Bank, N.A., as Indenture Trustee (the “Indenture Trustee”); provided, however, that the entire unpaid initial principal amount of this Note shall be due and payable on the earlier of the December 2025 Payment Date (the “for such Class A-4 Final Scheduled Payment Date”) and the Redemption Date, if any, pursuant to Section 10.01 of the Indenture. Generally, no payments of principal of the Class A-4 A-__ Notes shall be made until the Class A-1 Notes, Class A-2 Notes and Class A-3 Notes have been paid in full. Capitalized terms used but not defined herein are defined in Article I of the Indenture, which also contains rules as to construction that shall be applicable herein. BY ACQUIRING A CLASS A-4 NOTE, EACH INITIAL PURCHASER, TRANSFEREE AND OWNER OF A BENEFICIAL INTEREST IN SUCH NOTE WILL BE DEEMED TO REPRESENT THAT EITHER (1) IT IS NOT AND WILL NOT BE AND IS NOT ACTING ON BEHALF OF OR ACQUIRING THE NOTES WITH THE ASSETS OF ANY PERSON THAT IS OR WILL BE (i) AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) THAT IS SUBJECT TO TITLE I OF ERISA, (ii) A “PLAN” DESCRIBED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) THAT IS SUBJECT TO SECTION 4975 OF THE CODE, (iii) ANY ENTITY OR ACCOUNT WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” (WITHIN THE MEANING OF THE DEPARTMENT OF LABOR REGULATION LOCATED AT 29 C.F.R. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) OR (iv) ANY U.S. GOVERNMENTAL PLAN, NON-U.S. PLAN, CHURCH PLAN OR ANY OTHER EMPLOYEE BENEFIT PLAN, ACCOUNT OR ARRANGEMENT THAT IS SUBJECT TO ANY U.S. FEDERAL, STATE, LOCAL OR NON-U.S. LAW THAT IS SUBSTANTIALLY SIMILAR TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”) OR (2) ITS ACQUISITION AND HOLDING OF THE CLASS A-4 NOTES (OR ANY INTEREST THEREIN) WILL NOT GIVE RISE TO A NONEXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION OF SIMILAR LAW. The Issuing Entity will pay interest on this Note at the rate per annum shown above on each Payment Date until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date), subject to certain limitations contained in the last sentence of Section 3.01 of the Indenture. Interest on this Note will accrue for each Payment Date from and including the 15th day of the preceding calendar month (or, for the initial interest accrual period, from and including the Closing Date) to but excluding the 15th day of the current calendar month. Interest will be computed on the basis of a 360-day year of twelve 30-day months. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuing Entity with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture, or be valid or obligatory for any purpose.by
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Signature Guaranteed. NOTICEAddress: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular---------------------------------- EXHIBIT C FORM OF FACE OF NON-CALLABLE CLASS C WARRANT CERTIFICATE ANTEX BIOLOGICS INC. NON-CALLABLE CLASS C WARRANT TO PURCHASE SHARES OF COMMON STOCK VOID AFTER 5:00 P.M., without alterationWASHINGTON, enlargement or any change whatever. Such signature must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Note RegistrarD.C. TIME, which requirements include membership or participation in STAMP or such other “signature guarantee program” as may be determined by the Note Registrar in addition toON MARCH 14, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUING ENTITY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS 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. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. REGISTERED $2005 NON-CALLABLE WARRANT NUMBER WC-C-___ __________ No.: ____ CUSIP No.: _____ WORLD OMNI AUTO RECEIVABLES TRUST 2019-C, a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuing Entity”), WARRANTS THIS CERTIFIES THAT for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of ___________ DOLLARS payable on each Payment Date in an amount equal to the result obtained by multiplying (i) a fraction the numerator of which is $______ ___________, the registered holder hereof or his or her registered assign(s) (the "Holder"), is entitled to purchase from Antex Biologics Inc., a Delaware corporation (the "Company"), at any time during the period beginning at 5:00 p.m., Washington, D.C. Time, on March 15, 2001, and ending at 5:00 p.m., Washington, D.C. Time, on March 14, 2005 (the denominator "Expiration Date"), unless earlier redeemed, the number of which is shares of Common Stock of the Company (the "Shares") set forth above. The purchase price for one Share shall be $80,300,000 0.66 (the "Exercise Price"). Upon the occurrence of certain events, the amount and/or type of securities purchasable upon exercise of this Warrant Certificate shall be subject to modification or adjustment as provided in Section 11 of the Warrant Agreement referred to below (the "Warrant Agreement"). The Non-Callable Class C Warrants may not be exercised by the Holder hereof unless (iia) the aggregate amountshares of Common Stock purchasable upon the exercise thereof are registered under the Securities Act of 1933, if anyas amended (the "1933 Act"), payable or the transaction in which the shares of Common Stock are to be issued is exempted from the Note Distribution Account application of the registration provisions of the 1933 Act, and (b) such shares of Common Stock are registered or otherwise qualified for sale under the securities laws of the State in respect which the Holder resides or an exemption from such registration or qualification is available under such laws. Notwithstanding any provision of principal the Warrant Agreement or this Non-Callable All or a portion of the Non-Callable Class C Warrants may be exercised by presentation and surrender of this Non-Callable Class C Warrant Certificate, with the Purchase Form on the Class A-4 Notes pursuant reverse side hereof duly executed, together with the Exercise Price, at the office of American Stock Transfer & Trust Company (the "Warrant Agent"), at 40 Wxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx at such other office as may from time to Section 3.01 time be designated by the Warrant Agent (the "Designated Office"). Payment of the Indenture dated as of November 14, 2019 (the “Indenture”), between the Issuing Entity and MUFG Union Bank, N.A., as Indenture Trustee (the “Indenture Trustee”); provided, however, that the entire unpaid principal amount of this Note shall be due and payable on the earlier of the December 2025 Payment Date (the “Class A-4 Final Scheduled Payment Date”) and the Redemption Date, if any, pursuant to Section 10.01 of the Indenture. Generally, no payments of principal of the Class A-4 Notes Exercise Price shall be made until the Class A-1 Notes, Class A-2 Notes and Class A-3 Notes have been paid in full. Capitalized terms used but not defined herein are defined in Article I of the Indenture, which also contains rules as to construction that shall be applicable herein. BY ACQUIRING A CLASS A-4 NOTE, EACH INITIAL PURCHASER, TRANSFEREE AND OWNER OF A BENEFICIAL INTEREST IN SUCH NOTE WILL BE DEEMED TO REPRESENT THAT EITHER (1) IT IS NOT AND WILL NOT BE AND IS NOT ACTING ON BEHALF OF OR ACQUIRING THE NOTES WITH THE ASSETS OF ANY PERSON THAT IS OR WILL BE (i) AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”) THAT IS SUBJECT TO TITLE I OF ERISA, (ii) A “PLAN” DESCRIBED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) THAT IS SUBJECT TO SECTION 4975 OF THE CODE, (iii) ANY ENTITY OR ACCOUNT WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” (WITHIN THE MEANING OF THE DEPARTMENT OF LABOR REGULATION LOCATED AT 29 C.F.R. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) OR (iv) ANY U.S. GOVERNMENTAL PLAN, NON-U.S. PLAN, CHURCH PLAN OR ANY OTHER EMPLOYEE BENEFIT PLAN, ACCOUNT OR ARRANGEMENT THAT IS SUBJECT TO ANY U.S. FEDERAL, STATE, LOCAL OR NON-U.S. LAW THAT IS SUBSTANTIALLY SIMILAR TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”) OR (2) ITS ACQUISITION AND HOLDING OF THE CLASS A-4 NOTES (OR ANY INTEREST THEREIN) WILL NOT GIVE RISE TO A NONEXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION OF SIMILAR LAW. The Issuing Entity will pay interest on this Note at the rate per annum shown above on each Payment Date until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date), subject to certain limitations contained in the last sentence of Section 3.01 of the Indenture. Interest on this Note will accrue for each Payment Date from and including the 15th day of the preceding calendar month (or, for the initial interest accrual period, from and including the Closing Date) to but excluding the 15th day of the current calendar month. Interest will be computed on the basis of a 360-day year of twelve 30-day months. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. The principal of and interest on this Note are payable in such coin or currency lawful money of the United States by cash or personal check or bank draft made payable to Antex Biologics Inc., except that if payment is made by personal check, no shares of America Common Stock issuable upon such exercise will be issued until such check has cleared. Upon any partial exercise of this Non-Callable Class C Warrant Certificate, there shall be countersigned and issued to the Holder a new Non-Callable Class C Warrant Certificate for the number of Non-Callable Class C Warrants as to which this Non-Callable Class C Warrant Certificate was not exercised. This Non-Callable Class C Warrant Certificate may be exchanged at the time Designated Office of payment the Warrant Agent by surrender of this Non-Callable Class C Warrant Certificate properly endorsed either separately or in combination with one or more other Non-Callable Class C Warrant Certificates for one or more new Non-Callable Class C Warrant Certificates of like tenor entitling the Holder thereof to purchase the same aggregate number of Non-Callable Class C Warrants as were purchasable on exercise of the Non-Callable Class C Warrant Certificate or Non-Callable Class C Warrant Certificates exchanged. No fractional Shares will be issued upon the exercise of this Non-Callable Class C Warrant Certificate singly or in combination with any other Non-Callable Class C Warrant Certificate, and in lieu thereof the Company will pay to the Holder the cash value of any such fraction, as provided in the Warrant Agreement. This Non-Callable Class C Warrant Certificate is legal tender transferable at the Designated Office of the Warrant Agent set forth above, in the manner and subject to the limitations set forth in the Warrant Agreement. The Holder or any transferee, as the case may be, shall be responsible for payment any applicable transfer tax or other governmental charge. This Non-Callable Class C Warrant is issued under and in accordance with an Agreement, dated as of public March 15, 2000, between the Company and private debtsthe Warrant Agent and is subject in all respects to the terms and provisions contained in the Warrant Agreement, to which the Holder of the Non-Callable Class C Warrants by acceptance hereof consents. All payments A copy of the Warrant Agreement may be obtained by the Holder upon written request to the Warrant Agent. Prior to due presentment for registration of transfer of the Non-Callable Class C Warrants, the Company and the Warrant Agent may deem and treat the registered holder thereof as the absolute owner of the Non-Callable Class C Warrants (notwithstanding any notation of ownership or other writing thereon made by anyone other than the Issuing Entity with respect to this Note Company or the Warrant Agent) for the purpose of any exercise thereof and for all other purposes, and neither the Company nor the Warrant Agent shall be applied first affected by any notice to interest due and payable on this Note the contrary. The Non-Callable Class C Warrants do not entitle the Holder to any rights of a shareholder of the Company, including the right to vote, to receive dividends or other distributions, or to receive any notice of any proceedings of the Company, except as provided above and then to in the unpaid principal of this NoteWarrant Agreement. Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note This Non-Callable Class C Warrant Certificate shall not be entitled to any benefit under the Indenture, or be valid or obligatory for any purpose.purpose until countersigned by the Warrant Agent. DATED:
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Signature Guaranteed. NOTICE: All Guarantees must be made by a financial institution (such as a bank or broker) which is a participant in the Securities Transfer Agents Medallion Program (“STAMP”), the New York Stock Exchange, Inc. Medallion Signature Program (“MSP”), or the Stock Exchanges Medallion Program (“SEMP”) and must not be dated. Guarantees by a notary public are not acceptable. The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Agreement). Signature The signature in the Form of Assignment or Form of Election to this assignment Purchase, as the case may be, must correspond with conform to the name of the registered owner as it appears on written upon the face of the within Note this Right Certificate in every particular, without alteration, alteration or enlargement or any change whateverwhatsoever. Such signature must be guaranteed by an “eligible guarantor institution” meeting In the requirements event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Note RegistrarRights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Agreement) and such Assignment or Election to Purchase will not be honored. Effective February 24, which requirements include membership or participation in STAMP or such other 2009, the Executive Committee of the Board of Directors (the “signature guarantee program” as may be determined by Board”) of Centex Corporation, a Nevada corporation (the Note Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTCCompany”), TO THE ISSUING ENTITY OR ITS AGENT FOR REGISTRATION OF TRANSFERadopted a rights plan and declared a dividend of one preferred share purchase right (a “Right”) for each outstanding share of common stock, EXCHANGE OR PAYMENTpar value $0.25 per share, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS 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. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. REGISTERED $__________ No.: ____ CUSIP No.: _____ WORLD OMNI AUTO RECEIVABLES TRUST 2019-C, a statutory trust organized and existing under the laws of the State of Delaware Company (herein referred to as the “Issuing EntityCommon Stock”), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of ___________ DOLLARS . The dividend is payable on each Payment Date in an amount equal March 6, 2009 to the result obtained by multiplying (i) a fraction the numerator stockholders of which is $______ and the denominator of which is $80,300,000 by (ii) the aggregate amount, if any, payable from the Note Distribution Account in respect of principal on the Class A-4 Notes pursuant to Section 3.01 record as of the Indenture close of business on March 6, 2009. The specific terms of the Rights are contained in a Rights Agreement, dated as of November 14February 24, 2019 2009, between the Company and Mellon Investor Services LLC, as Rights Agent (the “IndentureRights Plan”), between . Following is a summary of the Issuing Entity and MUFG Union Bank, N.A., as Indenture Trustee (the “Indenture Trustee”); providedRights Plan. Please note, however, that this description is only a summary, and is not complete, and should be read together with the entire unpaid principal Rights Agreement, which has been filed with the Securities and Exchange Commission as an exhibit to the Registration Statement on Form 8-A dated on or about February 25, 2009. Upon written request, the Company will provide a copy of the Rights Agreement free of charge to any of its stockholders. The Board adopted the Rights Plan in an effort to protect stockholder value by attempting to protect against the possible limitation on our ability to use net operating loss carry-overs, capital loss carry-overs, general business credit carry-overs, alternative minimum tax credit carry-overs and foreign tax credit carry-overs, as well as any “net unrealized built-in losses” within the meaning of Section 382 of the Internal Revenue Code, of the Company (collectively, “Tax Benefits”) to reduce potential future federal and state income tax obligations. We have experienced and continue to experience substantial operating losses, and under the Internal Revenue Code and rules adopted by the Internal Revenue Service, and certain states, the Company may “carryforward” these losses in certain circumstances to offset any current and future earnings and thus reduce the Company's federal and state income tax liability. To the extent that the Tax Benefits do not otherwise become limited, we believe that the Company will be able to carry forward a significant amount of this Note shall the Tax Benefits and therefore these Tax Benefits could be due and payable on a substantial asset to the earlier Company. However, if we experience an “Ownership Change,” as defined in Section 382 of the December 2025 Payment Date Internal Revenue Code, the Company's ability to use the Tax Benefits will be substantially limited or delayed, which could therefore significantly impair the value of that asset. The Rights Plan is intended to act as a deterrent to any person or group acquiring 4.9% or more of our outstanding Common Stock (the an “Class A-4 Final Scheduled Payment DateAcquiring Person”) and without the Redemption Date, if any, pursuant to Section 10.01 approval of the IndentureBoard. Generally, no payments of principal Stockholders who own 4.9% or more of the Class A-4 Notes shall be made until the Class A-1 Notes, Class A-2 Notes and Class A-3 Notes have been paid in full. Capitalized terms used but not defined herein are defined in Article I Company's outstanding Common Stock as of the Indentureclose of business on February 24, which also contains rules 2009 will not trigger the Rights Plan so long as to construction that shall be applicable herein. BY ACQUIRING A CLASS A-4 NOTE, EACH INITIAL PURCHASER, TRANSFEREE AND OWNER OF A BENEFICIAL INTEREST IN SUCH NOTE WILL BE DEEMED TO REPRESENT THAT EITHER (1) IT IS NOT AND WILL NOT BE AND IS NOT ACTING ON BEHALF OF OR ACQUIRING THE NOTES WITH THE ASSETS OF ANY PERSON THAT IS OR WILL BE they do not (i) AN “EMPLOYEE BENEFIT PLAN” AS DEFINED IN SECTION 3(3acquire additional shares of Common Stock representing (a) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED one-half of one percent (“ERISA”0.5%) THAT IS SUBJECT TO TITLE I OF ERISA, or more of the shares of Common Stock then outstanding (if they have continuously owned 5.0% or more since the date of the Rights Plan) or (b) such number of additional shares of Common Stock as long as the aggregate shares owned by such stockholder is less than 5.0% (if they have not continuously owned 5% or more) or (ii) fall under 4.9% ownership of Common Stock and then re-acquire shares that in the aggregate equal 4.9% or more of the Common Stock. A 4.9% limit has been included in the Rights Plan because the tests for an “PLANOwnership Change” DESCRIBED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”) THAT IS SUBJECT TO SECTION 4975 OF THE CODE, (iii) ANY ENTITY OR ACCOUNT WHOSE UNDERLYING ASSETS INCLUDE “PLAN ASSETS” (WITHIN THE MEANING OF THE DEPARTMENT OF LABOR REGULATION LOCATED AT 29 C.F.R. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA) OR (iv) ANY U.S. GOVERNMENTAL PLAN, NON-U.S. PLAN, CHURCH PLAN OR ANY OTHER EMPLOYEE BENEFIT PLAN, ACCOUNT OR ARRANGEMENT THAT IS SUBJECT TO ANY U.S. FEDERAL, STATE, LOCAL OR NON-U.S. LAW THAT IS SUBSTANTIALLY SIMILAR TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”) OR (2) ITS ACQUISITION AND HOLDING OF THE CLASS A-4 NOTES (OR ANY INTEREST THEREIN) WILL NOT GIVE RISE TO A NONEXEMPT PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION OF SIMILAR LAWunder Section 382 are measured in part by changes in the ownership by stockholders owning 5% or more of our Common Stock. The Issuing Entity Rights Plan does not exempt any future acquisitions of Common Stock by Acquiring Persons. The Board may, in its sole discretion, exempt any person or group from being deemed an Acquiring Person for purposes of the Rights Plan if it determines the acquisition by such person or group will pay interest on this Note at the rate per annum shown above on each Payment Date until the principal of this Note not jeopardize tax benefits or is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Payment Date (after giving effect to all payments of principal made on the preceding Payment Date), subject to certain limitations contained otherwise in the last sentence of Section 3.01 of the Indenture. Interest on this Note will accrue for each Payment Date from and including the 15th day of the preceding calendar month (or, for the initial interest accrual period, from and including the Closing Date) to but excluding the 15th day of the current calendar month. Interest will be computed on the basis of a 360-day year of twelve 30-day months. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuing Entity with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Unless the certificate of authentication hereon has been executed by the Indenture Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture, or be valid or obligatory for any purposeCompany’s best interests.
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Samples: Rights Agreement (Centex Corp)
