Transfer of the Certificates Sample Clauses

Transfer of the Certificates. In connection with the transfer of the 1998-B SUBI Certificate and the 1998-B SUBI Insurance Certificate, TLI has established a "securities account" as such term is defined in Section 8-501 (a) of the UCC with the SUBI Securities Intermediary (the "TLI SUBI Securities Account"). TLI shall accept the transfer of the 1998-B SUBI Securities Certificate and the 1998-B SUBI Insurance Certificate to the TLI SUBI Securities Account. TMCC hereby agrees to instruct the SUBI Securities Intermediary to credit the transfer of the SUBI Certificate and the 1998-B SUBI Insurance Certificate from the TMCC SUBI Securities Account to the TLI SUBI Securities Account.
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Transfer of the Certificates. Section 4.
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Transfer of the Certificates. (a) In connection with the issuance of the HTA LP/HTC LP 1999-A SUBI Certificate and the HTA LP/HTD LP 1999-A SUBI Certificate, the 1999-A SUBI Securities Intermediary has established, in the name of and for the benefit of HTA LP, a "securities account" (as such term is defined in Section 8-501 of the UCC) (the "HTA LP 1999-A SUBI Securities Account") pursuant to that certain HTA LP 1999-A SUBI Securities Account Control Agreement, dated as of [ ], between HTA LP and the 1999-A SUBI Securities Intermediary. HTA LP shall accept the transfer of the HTA LP/HTC LP 1999-A SUBI Certificate and the HTA LP/HTD LP 1999-A SUBI Certificate to the HTA LP 1999-A SUBI Securities Account. (b) In connection with the issuance of the HTB LP/HTC LP 1999-A SUBI Certificate and the HTB LP/HTD LP 1999-A SUBI Certificate, the 1999-A SUBI Securities Intermediary has established, in the name of and for the benefit of HTB LP, a "securities account" (as such term is defined in Section 8-501 of the UCC) (the "HTB LP 1999-A SUBI Securities Account") pursuant to that certain HTB LP 1999-A SUBI Securities Account Control Agreement, dated as of [ ], between HTB LP and the 1999-A SUBI Securities Intermediary. HTB LP shall accept the transfer of the HTB LP/HTC LP 1999-A SUBI Certificate and the HTB LP/HTD LP 1999-A SUBI Certificate to the HTB LP 1999-A SUBI Securities Account. (c) In connection with the subsequent transfer of the HTA LP/HTC LP 1999-A SUBI Certificate and the HTB LP/HTC LP 1999-A SUBI Certificate, the 1999-A SUBI Securities Intermediary has established, in the name of and for the benefit of HTC LP, a "securities account" (as such term is defined in Section 8-501 of the UCC) Securities (the "HTC LP 1999-A SUBI Securities Account") pursuant to that certain HTC LP 1999-A SUBI Securities Account Control Agreement, dated as of [ ], between HTC LP and the 1999-A SUBI Securities Intermediary. HTC LP shall accept the transfer of the HTA LP/HTC LP 1999-A SUBI Certificate and the HTB LP/HTC LP 1999-A SUBI Certificate to the HTC LP 1999-A SUBI Securities Account. (d) In connection with the subsequent transfer of the HTA LP/HTD LP 1999-A SUBI Certificate and the HTB LP/HTD LP 1999-A SUBI Certificate, the 1999-A SUBI Securities Intermediary has established, in the name of and for the benefit of HTD LP, a "securities account" (as such term is defined in Section 8-501 of the UCC) (the "HTD LP 1999-A SUBI Securities Account") pursuant to that certain HTD LP 1999-A SUBI Securities Account C...
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Transfer of the Certificates. The Transferor shall not sell, transfer, assign, convey or pledge, and shall not permit or allow the sale, transfer, assignment, conveyance or pledge of, any Certificates at any time subsequent to the Date of Issuance to any Person that is an Affiliate of NAFI or the Transferor unless, prior to such sale, transfer, assignment, conveyance or pledge, the Transferor delivers to Financial Security an opinion of counsel addressed to Financial Security and satisfactory to Financial Security in its sole discretion and substantially similar in form and substance to the opinion of counsel delivered on the Date of Issuance as to non-consolidation of the assets and liabilities of (x) the Transferor and NAFI and (y) the Transferor and any such Person that is an Affiliate of the Transferor (other than NAFI); provided, however, that the Transferor shall not sell, transfer, assign, convey or pledge, and shall not permit or allow the sale, transfer, assignment, conveyance or pledge of, any Certificate at any time subsequent to the Date of Issuance to any Person that is not an Affiliate of either the Transferor or NAFI unless, (i) prior to such sale, transfer, assignment, conveyance or pledge, such Person delivers to Financial Security (A) its agreement in writing to the effect that so long as it has any interest in any Certificate such Person shall not become an Affiliate of the Transferor or NAFI and (B) its agreement in writing containing a nonpetition covenant with respect to the Transferor in form and substance satisfactory to Financial Security in its sole discretion, and (ii) the obligations of the Transferor to such Person in connection with such sale, transfer, assignment, conveyance or pledge shall be recourse only to the extent of amounts, if any, received by the Transferor pursuant to Section 3.03(b) of the Spread Account Agreement.
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Transfer of the Certificates 
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Related to Transfer of the Certificates

  • Registration of the Certificates Wilmington Trust, National Association, as an agent of the Issuer, in its capacity as “Certificate Registrar” (the “Certificate Registrar”) shall maintain at its Corporate Trust Office, or at the office of any agent appointed by it and approved in writing by the Certificateholders at the time of such appointment, a register (the “Certificate Register”) for the registration and transfer of any Certificate. Prior to the due presentment for registration of transfer of any Certificate, the Owner Trustee, the Indenture Trustee and the Certificate Registrar or any agent of the Owner Trustee, the Indenture Trustee or the Certificate Registrar shall treat the Person in whose name any Certificate is registered (as of the applicable Record Date) as the owner of such Certificate for the purpose of receiving distributions on such Certificate and for all other purposes whatsoever. For the avoidance of doubt, a Certificate is not negotiable, and the records maintained by the Certificate Registrar in the Certificate Register with respect to each Certificate and its related registered owner are intended to cause the Certificates to be issued in registered form, within the meaning of Treasury Regulation section 5f.103-1(c), and shall record (a) the Percentage Interest evidenced by each Certificate and (b) all distributions made to each Certificateholder with respect to the Issuer’s assets. The entries in the Certificate Register shall be conclusive absent manifest error.

  • Authorization of the Certificates Concurrently with the sale of the Transferred Assets to the Issuer pursuant to the Sale and Servicing Agreement, at the direction of the Depositor, (a) one or more Book-Entry Certificates shall be executed by the Owner Trustee on behalf of the Issuer and authenticated and delivered by the Certificate Registrar in the name of Cede & Co. or (b) one or more Definitive Certificates shall be executed by the Owner Trustee on behalf of the Issuer and authenticated and delivered by the Certificate Registrar to or upon the written order of the Depositor. The Certificates shall in the aggregate represent 100% of the Percentage Interest in the Issuer and shall be fully paid and nonassessable. The signature of the Owner Trustee on behalf of the Issuer on the Certificates may be manual or facsimile.

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

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