Offered Certificate Any one of the Class A Certificates and the Mezzanine Certificates, issued under this Agreement.
Restricted Certificate Any Class P, Class X or Class R Certificate.
Asset Backed Certificate (herein called the “Certificate”). Also issued under the Indenture, dated as of August 19, 2020, among the Trust and Xxxxx Fargo Bank, N.A., as trustee and trust collateral agent, are seven classes of Notes designated as “Class A-1 0.18952% Asset Backed Notes” (the “Class A-1 Notes”), “Class A-2-A 0.35% Asset Backed Notes” (the “Class A-2-A Notes”), “Class A-3 0.45% Asset Backed Notes” (the “Class A-3 Notes”), “Class A-4 0.58% Asset Backed Notes” (the “Class A-4 Notes” and together with the Class A-1 Notes, the Class A-2-A Notes and the Class A-3 Notes, the “Class A Notes”), “Class B 0.81% Asset Backed Notes” (the “Class B Notes”), “Class C 1.37% Asset Backed Notes” (the “Class C Notes”) and “Class D 1.91% Asset Backed Notes” (the “Class D Notes” and collectively with the Class A Notes, the Class B Notes and the Class C Notes, the “Notes”). This Certificate is issued under and is subject to the terms, provisions and conditions of the Trust Agreement, to which Trust Agreement the holder of this Certificate by virtue of the acceptance hereof assents and by which such holder is bound. The property of the Trust includes a pool of retail installment sale contracts secured by new and used automobiles, utility vehicles or light duty trucks (the “Receivables”), all monies due thereunder on or after the Cutoff Date, security interests in the vehicles financed thereby, certain bank accounts and the proceeds thereof, proceeds from claims on certain insurance policies and certain other rights under the Trust Agreement and the Sale and Servicing Agreement, all right, title and interest of the Seller in and to the Purchase Agreement, dated as of August 19, 2020, between GM Financial and the Seller and all proceeds of the foregoing. The holder of this Certificate acknowledges and agrees that its rights to receive distributions in respect of this Certificate are subordinated to the rights of the Noteholders as described in the Sale and Servicing Agreement, the Indenture and the Trust Agreement, as applicable. Distributions on this Certificate will be made as provided in the Trust Agreement or any Basic Document by wire transfer or check mailed to the Certificateholder without the presentation or surrender of this Certificate or the making of any notation hereon. Except as otherwise provided in the Trust Agreement and notwithstanding the above, the final distribution on this Certificate will be made after due notice by the Servicer on behalf of the Owner Trustee of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office or agency maintained for the purpose by the Owner Trustee in the Corporate Trust Office. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon shall have been executed by an authorized officer of the Owner Trustee, by manual signature, this Certificate shall not entitle the holder hereof to any benefit under the Trust Agreement or the Sale and Servicing Agreement or be valid for any purpose. THIS CERTIFICATE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.
Class K Certificate means any of the Certificates with a "Class K" designation on the face thereof, substantially in the form of Exhibit A-4 attached hereto, and evidencing a portion of a class of "regular interests" in REMIC III for purposes of the REMIC Provisions.
Seller Certificate means a certificate of transfer delivered in connection with the transfer of a Trust Certificate pursuant to Section 3.04(a), substantially in the form of Exhibit B.
Class N Certificate means any of the Certificates with a "Class N" designation on the face thereof, substantially in the form of Exhibit A-4 attached hereto, and evidencing a portion of a class of "regular interests" in REMIC III for purposes of the REMIC Provisions.
Class SB Certificate Any one of the Certificates designated as a Class SB Certificate. Class X Certificate: Any one of the Certificates designated as a Class X Certificate.
Note Certificate means a certificate issued to each Registered Holder in respect of its registered holding of Notes;
Residual Certificate The Class R Certificate.
Class L Certificate means any of the Certificates with a "Class L" designation on the face thereof, substantially in the form of Exhibit A-4 attached hereto, and evidencing a portion of a class of "regular interests" in REMIC III for purposes of the REMIC Provisions.
Registered Certificate Any Certificate that has been the subject of registration under the Securities Act. As of the Closing Date, the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-SB, Class X-A, Class X-B, Class A-S, Class B and Class C Certificates constitute Registered Certificates.
Physical Certificate As specified in the Preliminary Statement.
Certificate Purchase Agreement The Purchase Agreement, dated as of [_______], among the Depositor and the Initial Purchasers, relating to the Privately Offered Certificates.
Class A-SB Certificate Any one of the Certificates with a “Class A-SB” designation on the face thereof, substantially in the form of Exhibit A-1 attached hereto, and evidencing a portion of a class of “regular interests” in REMIC III for purposes of the REMIC Provisions.
Investor Certificate means any one of the certificates (including, without limitation, the Bearer Certificates, the Registered Certificates or the Global Certificates) executed by the Transferor and authenticated by the Trustee substantially in the form (or forms in the case of a Series with multiple classes) of the investor certificate attached to the related Supplement.
Environmental Certificate shall have the meaning set forth in Section 12.2.1.
Final Certificate in relation to the work shall mean the certificate regarding the satisfactory compliance, performance and fulfillment of all Contractual Obligations as issued by the Head of SBU & PC – Rock Phosphate.
Digital Certificate means an electronic device used to verify identity or protect electronic messages.
Residual Certificates As specified in the Preliminary Statement.
Private Certificate As specified in the Preliminary Statement.
Residual Interest Certificate means any of the Class R-I Certificates, the Class R-II Certificates, the Class R-III Certificates or, if issued in accordance with Section 2.06, the Class R-LR Certificates.
Restricted Certificated Note means a Certificated Note bearing the Private Placement Legend.
Buyer Certificate means a certificate to the effect that each of the conditions specified in clauses (a) through (c) (insofar as clause (c) relates to Legal Proceedings involving the Buyer) of Section 5.3 is satisfied in all respects.
Seller Closing Certificate has the meaning set forth in Section 7.02(d).
Class A-V Certificate Any one of the Certificates designated as a Class A-V Certificate, including any Subclass thereof.
Individual Certificate Any Private Certificate registered in the name of the Holder other than the Depository or its nominee.