Authority to Issue Certificates Sample Clauses

Authority to Issue Certificates. The Secretary hereby directs the Trustee, as agent for the Secretary, to issue Series 2010-A Certificates with respect to the Trust as follows:
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Authority to Issue Certificates. 18 SECTION 2.04. Form of Certificates ....................................... 19 SECTION 2.05.
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Authority to Issue Certificates. (a) The Trustee is hereby authorized, subject to the terms and conditions hereof, at the request of Telefonica del Peru, to execute, authenticate, issue and deliver the Rule 144A Global Certificate and the Regulation S Global Certificate (collectively, together with any trust certificates issued in exchange therefor or in replacement thereof, the "Certificates") on the Business Day specified therefor by Telefonica del Peru (the "Closing Date"). The Rule 144A Global Certificate and Regulation S Global Certificate shall be in substantially the form of Exhibits A-1 and A-2 hereto, respectively. The Certificates will not represent an obligation of Telefonica del Peru, the Trustee or any of their respective Affiliates, except as provided herein and therein. The Certificates shall, with the exception of the Transferor Certificate, be equally and ratably entitled as provided herein to the benefits of this Agreement, without preference, priority or distinction. Each Certificateholder, by acceptance of its Certificate(s), agrees and acknowledges that its interest in the Trust and the Trust Estate represented by its Certificate shall not include any estate, right, title or interest in any part of the Trust or the Trust Estate which is transferred and conveyed to or held by the Trustee on behalf of or for the benefit of any other Certificateholder of Certificates issued under this Agreement. (b) Each Certificate shall represent an interest, in the amount therein specified (the "Original Face Amount"), in the Trust Estate. The Original Face Amount of each Certificate shall equal such Certificate's pro rata share of the initial Certificate Balance of the Certificates. (c) Pursuant to the terms of this Agreement, the Paying Agent will pay such amount as is necessary to reduce the Certificate Balance of the Certificates to zero, together with interest thereon at the Certificate Rate in effect from time to time is payable pursuant to, and to the extent set forth in, Article III hereof in respect of each Certificate, in semiannual payments payable on each Payment Date (to the extent funds shall have been received therefor by the Trustee) equal to the Semiannual Payment Amount for such Payment Date. The scheduled final Payment Date for the Certificates is the Payment Date occurring on December 15, 2008. (d) The Certificates shall be executed by the Trustee under and pursuant to this Agreement in the aggregate Original Face Amount of $150,000,000 on the Closing Date. On the ...
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Related to Authority to Issue Certificates

  • Other Certificates Any other certificates of approval, acceptance or compliance required by Lender from any Governmental Authority having jurisdiction over the Mortgaged Property and the Repairs.

  • Certificates Issuable in Classes; Distributions of Principal and Interest; Authorized Denominations The aggregate principal amount of the Certificates that may be authenticated and delivered under this Agreement is limited to the aggregate Principal Balance of the Mortgage Loans as of the Cut-Off Date, as specified in the Preliminary Statement to this Agreement, except for Certificates authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Certificates pursuant to Section 5.03. Such aggregate principal amount shall be allocated among one or more Classes having designations, types of interests, initial per annum Certificate Interest Rates, initial Class Principal Balances and Final Maturity Dates as specified in the Preliminary Statement to this Agreement. The aggregate Percentage Interest of each Class of Certificates of which the Class Principal Balance equals zero as of the Cut-Off Date that may be authenticated and delivered under this Agreement is limited to 100%. Certificates shall be issued in Authorized Denominations.

  • 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.

  • Good Standing Certificates The Administrative Agent shall have received certificates dated as of a recent date from the Secretary of State or other appropriate authority evidencing the good standing of each Loan Party (i) in the jurisdiction of its organization or formation and (ii) in each other jurisdiction where its ownership, lease or operation of Property or the conduct of its business requires it to qualify as a foreign Person except, as to this subclause (ii), where the failure to so qualify could not reasonably be expected to have a Material Adverse Effect.

  • Tax Certificates Each Foreign Lender listed on the signature pages hereof that has not done so on or before the First Restatement Date shall deliver to the Borrower (with a copy to the Administrative Agent), on or prior to the First Restatement Effective Date (in the case of each Foreign Lender listed on the signature pages hereof) or on the effective date of the Assignment and Assumption pursuant to which it becomes a Lender (in the case of each other Foreign Lender), and at such other times as may be necessary in the determination of the Borrower or the Administrative Agent (each in the reasonable exercise of its discretion), including upon the occurrence of any event requiring a change in the most recent counterpart of any form set forth below previously delivered by such Foreign Lender to the Borrower, such certificates, documents or other evidence, properly completed and duly executed by such Foreign Lender (i) two accurate and complete original signed copies of Internal Revenue Service Form W8-BEN or Form W8-ECI, or successor applicable form and (ii) an Internal Revenue Service Form W-8 or W-9 (or any other certificate or statement of exemption required by Treasury Regulations Section 1.1441 4(a) or Section 1.1441 6(c) or any successor thereto) to establish that such Foreign Lender is not subject to deduction or withholding of United States federal income tax under Section 1441 or 1442 of the Code or otherwise (or under any comparable provisions of any successor statute) with respect to any payments to such Foreign Lender of principal, interest, fees or other amounts payable under any of the Loan Documents. The Borrower shall not be required to pay any additional amount to any such Foreign Lender under Section 3.7(b)(iii) if such Foreign Lender shall have failed to satisfy the requirements of the immediately preceding sentence; provided that if such Foreign Lender shall have satisfied such requirements on the First Restatement Effective Date (in the case of each Foreign Lender listed on the signature pages hereof) or on the effective date of the Assignment and Assumption pursuant to which it becomes a Lender (in the case of each other Foreign Lender), nothing in this Section shall relieve the Borrower of its obligation to pay any additional amounts pursuant to Section 3.7(b)(iii) in the event that, as a result of any change in applicable law, such Foreign Lender is no longer properly entitled to deliver certificates, documents or other evidence at a subsequent date establishing the fact that such Foreign Lender is not subject to withholding as described in the immediately preceding sentence.