Book-Entry Certificates. The Certificates, upon original issuance, will be issued in the form of a typewritten Certificate or Certificates representing Book-Entry Certificates, to be delivered to The Depository Trust Company, the initial Clearing Agency, by or on behalf of the Issuer; provided that one Certificate that constitutes the residual portion of the Certificate Balance may be issued in the form of a Definitive Certificate in a denomination less than an integral multiple of $1.00. Such Book-Entry Certificate or Certificates shall initially be registered on the Certificate Register in the name of Cede & Co., the initial Clearing Agency, and no beneficial owner (other than Chase Securities Inc.) will receive a definitive Certificate representing such beneficial owner's interest in such Certificate, except as provided in Section 3.12. Unless and until Definitive Certificates have been issued to beneficial owners pursuant to Section 3.12: (a) the provisions of this Section 3.10 shall be in full force and effect; (b) the Certificate Registrar, the Paying Agent and the Owner Trustee shall be entitled to deal with the Clearing Agency and the Clearing Agency Participants for all purposes of this Agreement relating to the Book-Entry Certificates (including the payment of principal of and interest on the Book-Entry Certificates and the giving of instructions or directions to Certificate Owners of Book-Entry Certificates) as the sole Holder of Book-Entry Certificates and shall have no obligations to Certificate Owners thereof; (c) to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control; (d) the rights of Certificate Owners of the Book-Entry Certificates shall be exercised only through the Clearing Agency (or to the extent Certificateholders are not Clearing Agency Participants, through the Clearing Agency Participants through which such Certificateholders own Book-Entry Certificates), and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency and/or Clearing Agency Participants, and all references in this Agreement to actions by Certificateholders shall refer to actions taken by the Clearing Agency upon instructions from the Clearing Agency Participants, and all references in this Agreement to distributions, notices, reports and statements to Certificateholders shall refer to distributions, notices, reports and statements to the Clearing Agency, as registered holder of the Certificates, as the case may be, for distribution to Certificateholders in accordance with the procedures of the Clearing Agency. Pursuant to the Certificate Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 3.12, the initial Clearing Agency will make book-entry transfers among Clearing Agency Participants and receive and transmit payments of principal of and interest on the Book-Entry Certificates to such Clearing Agency Participants; and (e) whenever this Agreement requires or permits actions to be taken based upon instructions or directions of the Holders of Certificates evidencing a specified percentage of the Certificate Balance, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Certificate Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Book-Entry Certificates and has delivered such instructions to the Owner Trustee.
Appears in 1 contract
Book-Entry Certificates. The Certificates, upon original ----------------------- issuance, will shall be issued as provided in Section 3.02 representing the form of a typewritten Certificate or Certificates representing Book-Book- Entry Certificates, to be delivered to The Depository Trust Company, the initial Clearing Agency, by by, or on behalf of of, the Issuer; provided that one Certificate that constitutes the residual portion of the Certificate Balance may be issued in the form of a Definitive Certificate in a denomination less than an integral multiple of $1.00. Such The Book-Entry Certificate or Certificates shall initially be registered initially on the Certificate Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no beneficial owner (other than Chase Securities Inc.) will Certificate Owner thereof shall receive a definitive Certificate representing such beneficial ownerCertificate Owner's interest in such Certificate, except as provided in Section 3.12. Unless and until definitive, fully registered Certificates (the "Definitive Certificates Certificates") have been issued to beneficial owners such Certificate Owner pursuant to Section 3.12:
(ai) the provisions of this Section 3.10 shall be in full force and effect;
(bii) the Certificate Registrar, the Paying Agent and the Owner Trustee shall be entitled to deal with the Clearing Agency and the Clearing Agency Participants for all purposes of this Agreement relating to the Book-Entry Certificates (including the payment of principal of and interest on the Book-Entry Certificates and the giving of instructions or directions to Certificate Owners of Book-Entry Certificateshereunder) as the sole Holder of Book-Entry Certificates the Certificates, and shall have no obligations obligation to the Certificate Owners thereofOwners;
(ciii) to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control;
(div) the rights of Certificate Owners of the Book-Entry Certificates shall be exercised only through the Clearing Agency (or to the extent Certificateholders are not Clearing Agency Participants, through the Clearing Agency Participants through which such Certificateholders own Book-Entry Certificates), and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency and/or Clearing Agency Participants, and all references in this Agreement to actions by Certificateholders shall refer to actions taken by the Clearing Agency upon instructions from the Clearing Agency Participants, and all references in this Agreement to distributions, notices, reports and statements to Certificateholders shall refer to distributions, notices, reports and statements to the Clearing Agency, as registered holder of the Certificates, as the case may be, for distribution to Certificateholders in accordance with the procedures of the Clearing Agency. Pursuant Participants pursuant to the Certificate Depository Agreement, and, unless and until Definitive Certificates are issued pursuant to Section 3.12, the initial Clearing Agency will shall make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Book-Entry Certificates to such Clearing Agency Participants; and
(ev) whenever this Agreement requires or permits actions to be taken based upon written instructions or directions of the Holders of Certificates evidencing a specified percentage of the Certificate Balance, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received written instructions to such effect from Certificate Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Book-Entry Certificates and has delivered such written instructions to the Owner Trustee.
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Book-Entry Certificates. The Certificates, upon original issuance, will be issued in the form of a typewritten Certificate or Certificates representing Book-Entry Certificates, to be delivered to The Depository Trust Company, the initial Clearing Agency, by by, or on behalf of of, the IssuerTrust; provided provided, however, that one Definitive Certificate that constitutes the residual portion of the Certificate Balance may be issued in to the form of a Definitive Certificate in a denomination less than an integral multiple of $1.00Depositor pursuant to Section 3.12. Such Book-Entry Certificate or Certificates shall initially be registered on the Certificate Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no beneficial owner (other than Chase Securities Inc.) Certificate Owner will receive a definitive Definitive Certificate representing such beneficial ownerCertificate Owner's interest in such Certificate, except as provided in Section 3.12. Unless and until definitive, fully registered Certificates (the "Definitive Certificates Certificates") have been issued to beneficial owners Certificate Owners pursuant to Section 3.12:
(a) the provisions of this Section 3.10 shall be in full force and effect;
(b) the Certificate RegistrarDepositor, the Paying Agent Servicer, the Administrator, Certificate Registrar and the Owner Trustee shall be entitled to deal with the Clearing Agency and the Clearing Agency Participants for all purposes of this Agreement relating to the Book-Entry Certificates 13 (Amended & Restated Trust Agreement) (including the payment of principal of and interest on the Book-Entry Certificates and the giving of instructions or directions to Certificate Owners of Book-Entry Certificateshereunder) as the sole Holder authorized representative of Book-Entry Certificates and shall have no obligations to the Certificate Owners thereofOwners;
(c) to the extent that the provisions of this Section section conflict with any other provisions of this Agreement, the provisions of this Section shall control;
(d) the rights of Certificate Owners of the Book-Entry Certificates shall be exercised only through the Clearing Agency (or to the extent Certificateholders are not Clearing Agency Participants, through procedures established by the Clearing Agency Participants through which such Certificateholders own Book-Entry Certificates), Agency) and shall be limited to those established by law and the agreements between the Depositor, the Owner Trustee or such Certificate Owners and the Clearing Agency and/or Clearing Agency Participants, and all references in this Agreement to actions by Certificateholders shall refer to actions taken by the Clearing Agency upon instructions from the Clearing Agency Participants, and all references in this Agreement to distributions, notices, reports and statements to Certificateholders shall refer to distributions, notices, reports and statements to the Clearing Agency, as registered holder of the Certificates, as the case may be, for distribution to Certificateholders in accordance with the procedures of the Clearing Agency. Pursuant to the Certificate Depository Agreement, unless Unless and until Definitive Certificates are issued pursuant to Section 3.12, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Book-Entry Certificates to such Clearing Agency Participants; and
(e) whenever this Agreement requires or permits actions to be taken based upon instructions or directions of the Holders of Certificates of any Class evidencing a specified percentage of the Certificate BalanceBalance of such Class, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Certificate Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Book-Entry Certificates and has delivered such instructions to the Owner Trustee.
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Book-Entry Certificates. The If specified in any related Supplement, the Investor Certificates, or any portion thereof, upon original issuance, will shall be issued in the form of a one or more typewritten Certificate or Investor Certificates representing the Book-Entry Certificates, to be delivered to The the Depository Trust Company, specified in such Supplement which shall be the initial Clearing Agency, by specified by, or on behalf of of, the Issuer; provided that one Certificate that constitutes the residual portion of the Certificate Balance may be issued in the form of a Definitive Certificate in a denomination less than an integral multiple of $1.00Company for such Series. Such Book-Entry Certificate or The Investor Certificates shall initially be registered on the Certificate Register in the name of Cede & Co., the initial nominee of such Clearing Agency, and no beneficial owner (other than Chase Securities Inc.) Certificate Book-Entry Holder will receive a definitive Certificate certificate representing such beneficial owner's Certificate Book-Entry Holder’s interest in such Certificatethe Investor Certificates, except as provided in Section 3.125.14. Unless and until definitive, fully registered Investor Certificates (“Definitive Certificates Certificates”) have been issued to beneficial owners Investor Certificateholders pursuant to Section 3.125.14 or the related Supplement:
(a) the provisions of this Section 3.10 5.12 shall be in full force and effect;
(b) the Certificate Registrar, Master Servicer (or the Paying Agent Servicer Guarantor on behalf of the Master Servicer) and the Owner Trustee shall be entitled to may deal with the each Clearing Agency and the Clearing Agency Participants for all purposes of this Agreement relating to the Book-Entry Certificates (including the payment making of principal of and interest distributions on the Book-Entry Certificates and the giving of instructions or directions to Certificate Owners of Book-Entry Investor Certificates) as the sole Holder Investor Certificateholder without respect to whether there has been any actual authorization of such actions by the Certificate Book-Entry Certificates and shall have no obligations Holders with respect to Certificate Owners thereofsuch actions;
(c) to the extent that the provisions of this Section 5.12 conflict with any other provisions of this Agreement, the provisions of this Section 5.12 shall control;; and
(d) the rights of Certificate Owners of the Book-Entry Certificates Holders shall be exercised only through the Clearing Agency (or to and the extent Certificateholders are not Clearing Agency Participants, through the related Clearing Agency Participants through which such Certificateholders own Book-Entry Certificates), and shall be limited to those established by law and agreements between such related Certificate Owners Book-Entry Holders and the Clearing Agency and/or Clearing Agency Participants, and all references in this Agreement to actions by Certificateholders shall refer to actions taken by the Clearing Agency upon instructions from the Clearing Agency Participants, and all references in this Agreement to distributions, notices, reports and statements to Certificateholders shall refer to distributions, notices, reports and statements to the Clearing Agency, as registered holder of the Certificates, as the case may be, for distribution to Certificateholders in accordance with the procedures of the Clearing Agency. Pursuant to the Certificate Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 3.12, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments distributions of principal amounts due in respect of and interest on the Book-Entry Investor Certificates to such Clearing Agency Participants; and
(e) whenever this Agreement requires . Notwithstanding the foregoing, no Class or permits actions to Series of Investor Certificates may be taken based upon instructions or directions of the Holders of Certificates evidencing a specified percentage of the Certificate Balance, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Certificate Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the issued as Book-Entry Certificates (but, instead, shall be issued as Definitive Certificates) unless at the time of issuance of such Class or Series, the Company and has delivered such instructions to the Owner TrusteeTrustee receive a Tax Opinion.
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Book-Entry Certificates. The (a) Each Class of Book-Entry Certificates, upon original issuance, will shall be issued in the form of a one or more typewritten Certificate or Certificates representing the Book-Entry Certificates, to be delivered to The Depository Trust Company, or its custodian, the initial Clearing Agency, by by, or on behalf of of, the Issuer; provided that one Certificate that constitutes the residual portion of the Certificate Balance may be issued in the form of a Definitive Certificate in a denomination less than an integral multiple of $1.00Depositor. Such The Book-Entry Certificate or Certificates shall initially be registered on the Certificate Register in the name of Cede & Co., the initial nominee of the Clearing Agency, and no beneficial owner (other than Chase Securities Inc.) Certificate Owner will receive a definitive Certificate certificate representing such beneficial owner's Certificate Owner’s interest in such Certificatethe Book-Entry Certificates, except as provided in Section 3.123.09(c). Unless and until Definitive Certificates have been issued to beneficial owners Certificate Owners of Book-Entry Certificates pursuant to Section 3.12:3.09(c):
(ai) the provisions of this Section 3.10 3.09 shall be in full force and effect;
(bii) the Certificate RegistrarDepositor, the Paying Agent Agent, the Certificate Registrar and the Owner Trustee shall be entitled to may deal with the Clearing Agency and the Clearing Agency Participants for all purposes of this Agreement relating to the Book-Entry Certificates (including the payment making of principal of and interest distributions on the Book-Entry Certificates and the giving of instructions or directions to Certificate Owners of Book-Entry Certificates) as the sole Holder authorized representatives of Book-Entry Certificates and shall have no obligations to the Certificate Owners thereofand the Clearing Agency shall be responsible for crediting the amount of such distributions to the accounts of such Persons entitled thereto, in accordance with the Clearing Agency’s normal procedures;
(ciii) to the extent that the provisions of this Section 3.09 conflict with any other provisions of this Agreement, the provisions of this Section 3.09 shall control;; and
(div) the rights of Certificate Owners of the Book-Entry Certificates shall be exercised only through the Clearing Agency (or to the extent Certificateholders are not Clearing Agency Participants, through and the Clearing Agency Participants through which such Certificateholders own Book-Entry Certificates), and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency and/or Clearing Agency Participants, and all references in this Agreement to actions by Certificateholders shall refer to actions taken by the Clearing Agency upon instructions from the Clearing Agency Participants, and all references in this Agreement to distributions, notices, reports and statements to Certificateholders shall refer to distributions, notices, reports and statements to the Clearing Agency, as registered holder of the Certificates, as the case may be, for distribution to Certificateholders in accordance with the procedures of the Clearing Agency. Pursuant to the Certificate Depository Agreement, unless Unless and until Definitive Certificates are issued pursuant to Section 3.123.09(c), the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments distributions of principal of and interest on the Book-Entry Certificates to such Clearing Agency Participants; and.
(eb) whenever Whenever notice or other communication to the Certificateholders is required under this Agreement requires or permits actions Agreement, unless and until Definitive Certificates shall have been issued to Certificate Owners pursuant to Section 3.09(c), the Trustee shall give all such notices and communications specified herein to be taken based upon instructions or directions given to Holders of the Holders Book-Entry Certificates to the Clearing Agency.
(c) If (i) the Depositor advises the Trustee in writing that the Clearing Agency is no longer willing or able to discharge properly its responsibilities with respect to the Book-Entry Certificates, and (ii) the Trustee or the Depositor is unable to locate a qualified successor, Certificate Owners representing beneficial interests aggregating not less than 50% of the Class Principal Amount of a Class of Book-Entry Certificates evidencing identified as such to the Trustee by an Officer’s Certificate from the Clearing Agency advise the Trustee and the Clearing Agency through the Clearing Agency Participants in writing that the continuation of a specified percentage book-entry system through the Clearing Agency is no longer in the best interests of the Certificate BalanceOwners of a Class of Book-Entry Certificates, the Trustee shall notify or cause the Certificate Registrar to notify the Clearing Agency to effect notification to all Certificate Owners, through the Clearing Agency, of the occurrence of any such event and of the availability of Definitive Certificates to Certificate Owners requesting the same. Upon surrender to the Trustee of the Book-Entry Certificates by the Clearing Agency, accompanied by registration instructions from the Clearing Agency for registration, the Trustee shall issue the Definitive Certificates. Neither the Depositor nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates all references herein to obligations imposed upon or to be performed by the Clearing Agency shall be deemed to represent such percentage only be imposed upon and performed by the Trustee, to the extent that it has received instructions applicable, with respect to such effect from Certificate Owners and/or Definitive Certificates and the Trustee shall recognize the holders of the Definitive Certificates as Certificateholders hereunder. None of the Seller, the Depositor, the Underwriter or the Trustee shall have any responsibility for any aspect of the records relating to or payments made on account of beneficial ownership interests of the Book Entry Certificates held by the Clearing Agency Participants owning or representingfor maintaining, respectively, supervising or reviewing any records relating to such required percentage of the beneficial interest in the Book-Entry Certificates and has delivered such instructions to the Owner Trusteeownership interests.
Appears in 1 contract
Book-Entry Certificates. The Certificates, Trust Certificates upon original issuance, issuance will be issued in the form of a one or more typewritten Certificate or Certificates certificates representing the Book-Entry Trust Certificates, to be delivered to The Depository Trust CompanyDTC, the initial Clearing Agency, by by, or on behalf of of, the IssuerTrust; provided provided, however, that one Definitive Trust Certificate that constitutes the residual portion of the Certificate Balance (as defined below) may be issued in to the form of a Definitive Certificate in a denomination less than an integral multiple of $1.00Company pursuant to Section 3.11. Such Book-Entry Certificate The certificate or certificates delivered to DTC evidencing such Trust Certificates shall initially be registered on the Certificate Register in the name of Cede CEDE & Co.CO., the nominee of the initial Clearing Agency, and no beneficial owner Certificate Owner (other than Chase Securities Inc.the Company) will receive a definitive Certificate certificate representing such beneficial ownerCertificate Owner's interest in such Certificatethe Trust Certificates, except as provided in Section 3.123.14. Unless and until definitive, fully registered Trust Certificates (the "Definitive Certificates Trust Certificates") have been issued to beneficial owners Certificate Owners pursuant to Section 3.123.14:
(ai) the provisions of this Section 3.10 shall be in full force and effect;
(bii) the Certificate RegistrarDepositor, the Paying Agent Master Servicer, the Certificate Registrar and the Owner Trustee shall be entitled Trustee, subject to the provisions and limitations of Sections 2.03 and 2.06, may deal with the Clearing Agency and the Clearing Agency Participants for all purposes of this Agreement relating to the Book-Entry Certificates (including the payment making of principal of and interest distributions on the Book-Entry Certificates and the giving of instructions or directions to Certificate Owners of Book-Entry Trust Certificates) as the sole Holder authorized representative of Book-Entry Certificates and shall have no obligations to the Certificate Owners thereofOwners;
(ciii) to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control;
(div) the rights of Certificate Owners of the Book-Entry Certificates shall be exercised only through the Clearing Agency (or to the extent Certificateholders are not Clearing Agency Participants, through procedures established by the Clearing Agency Participants through which such Certificateholders own Book-Entry Certificates), Agency) and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency and/or Clearing Agency Participants, and all references in this Agreement to actions by Certificateholders shall refer to actions taken by the Clearing Agency upon instructions from the Clearing Agency Participants, and all references in this Agreement to distributions, notices, reports and statements to Certificateholders shall refer to distributions, notices, reports and statements to the Clearing Agency, as registered holder of the Certificates, as the case may be, for distribution to Certificateholders in accordance with the procedures of the Clearing Agency. Pursuant ; pursuant to the Certificate Depository Agreement, unless and until Definitive Trust Certificates are issued pursuant to Section 3.123.14, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments distributions of principal of and interest on the Book-Entry Trust Certificates to such Clearing Agency Participants; and
(ev) whenever this Agreement requires or permits actions to be taken based upon instructions or directions of the Holders of Trust Certificates evidencing a specified percentage of the Certificate Balancepercentage interests thereof, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Certificate Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Book-Entry Certificates and has delivered such instructions to the Owner Trustee.effect
Appears in 1 contract
Book-Entry Certificates. The (a) Each Class of Book Entry Certificates, upon original issuance, will shall be issued in the form of a one or more typewritten Certificate or Certificates representing the Book-Entry Certificates, to be delivered to . The Depository Trust Company, the initial Clearing Agency, by or on behalf of the Issuer; provided that one Certificate that constitutes the residual portion of the Certificate Balance may be issued in the form of a Definitive Certificate in a denomination less than an integral multiple of $1.00. Such Book-Entry Certificate or Certificates shall initially be registered on the Certificate Register in the name of Cede & Co., the initial nominee of the Clearing Agency, and no beneficial owner (other than Chase Securities Inc.) Certificate Owner will receive a definitive Certificate certificate representing such beneficial owner's Certificate Owner’s interest in such Certificatethe Book-Entry Certificates, except as provided in Section 3.123.09(c). Unless and until Definitive Certificates have been issued to beneficial owners Certificate Owners of Book-Entry Certificates pursuant to Section 3.12:3.09(c):
(ai) the provisions of this Section 3.10 3.09 shall be in full force and effect;
(bii) the Certificate RegistrarDepositor, the Master Servicer, the Securities Administrator, the Paying Agent Agent, the Registrar, any NIMS Insurer and the Owner Trustee shall be entitled to may deal with the Clearing Agency and the Clearing Agency Participants for all purposes of this Agreement relating to the Book-Entry Certificates (including the payment making of principal of and interest distributions on the Book-Entry Certificates and the giving of instructions or directions to Certificate Owners of Book-Entry Certificates) as the sole Holder authorized representatives of Book-Entry Certificates and shall have no obligations to the Certificate Owners thereofand the Clearing Agency shall be responsible for crediting the amount of such distributions to the accounts of such Persons entitled thereto, in accordance with the Clearing Agency’s normal procedures;
(ciii) to the extent that the provisions of this Section 3.09 conflict with any other provisions of this Agreement, the provisions of this Section 3.09 shall control;; and
(div) the rights of Certificate Owners of the Book-Entry Certificates shall be exercised only through the Clearing Agency (or to the extent Certificateholders are not Clearing Agency Participants, through and the Clearing Agency Participants through which such Certificateholders own Book-Entry Certificates), and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency and/or Clearing Agency Participants, and all references in this Agreement to actions by Certificateholders shall refer to actions taken by the Clearing Agency upon instructions from the Clearing Agency Participants, and all references in this Agreement to distributions, notices, reports and statements to Certificateholders shall refer to distributions, notices, reports and statements to the Clearing Agency, as registered holder of the Certificates, as the case may be, for distribution to Certificateholders in accordance with the procedures of the Clearing Agency. Pursuant to the Certificate Depository Agreement, unless Unless and until Definitive Certificates are issued pursuant to Section 3.123.09(c), the initial Clearing Agency will make book-book entry transfers among the Clearing Agency Participants and receive and transmit payments distributions of principal of and interest on the Book-Entry Certificates to such Clearing Agency Participants; and.
(eb) whenever Whenever notice or other communication to the Certificateholders is required under this Agreement requires or permits actions Agreement, unless and until Definitive Certificates shall have been issued to Certificate Owners pursuant to Section 3.09(c), the Trustee shall give all such notices and communications specified herein to be taken based upon instructions or directions given to Holders of the Holders Book-Entry Certificates to the Clearing Agency.
(c) If (i) (A) the Depositor advises the Trustee in writing that the Clearing Agency is no longer willing or able to discharge properly its responsibilities with respect to the Book-Entry Certificates, and (B) the Depositor is unable to locate a qualified successor, (ii) the Depositor, at its option, advises the Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or (iii) after the occurrence of an Event of Default, Certificate Owners representing beneficial interests aggregating not less than 50% of the Class Principal Amount of a Class of Book-Entry Certificates evidencing identified as such to the Trustee by an Officer’s Certificate from the Clearing Agency advise the Trustee and the Clearing Agency through the Clearing Agency Participants in writing that the continuation of a specified percentage book entry system through the Clearing Agency is no longer in the best interests of the Certificate BalanceOwners of a Class of Book-Entry Certificates, the Trustee shall notify any NIMS Insurer and shall notify or cause the Certificate Registrar to notify the Clearing Agency to effect notification to all Certificate Owners, through the Clearing Agency, of the occurrence of any such event and of the availability of Definitive Certificates to Certificate Owners requesting the same. Upon surrender to the Trustee of the Book-Entry Certificates by the Clearing Agency, accompanied by registration instructions from the Clearing Agency for registration, the Trustee shall issue the Definitive Certificates. Neither the Depositor nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates all references herein to obligations imposed upon or to be performed by the Clearing Agency shall be deemed to represent such percentage only be imposed upon and performed by the Trustee, to the extent that it has received instructions applicable, with respect to such effect from Certificate Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage Definitive Certificates and the Trustee shall recognize the holders of the beneficial interest Definitive Certificates as Certificateholders hereunder. Notwithstanding the foregoing, the Trustee, upon the instruction of the Depositor, shall have the right to issue Definitive Certificates on the Closing Date in the Book-Entry Certificates and has delivered such instructions to the Owner Trusteeconnection with credit enhancement programs.
Appears in 1 contract
Sources: Trust Agreement (Structured Asset Sec Corp Mort Pas THR Certs Ser 2003 Bc8)
Book-Entry Certificates. (a) The Certificates, upon original issuance, will be issued in the form of a typewritten Certificate or Certificates representing Book-Entry Certificates, to Certificates upon original issuance (i) shall be delivered by the Trustee in typewritten form to The Depository Trust Company, the initial Clearing Agency, by or on behalf of the Issuer; provided that one Certificate that constitutes the residual portion of the Certificate Balance may be issued in the form of a Definitive Certificate in a denomination less than an integral multiple of $1.00. Such Book-Entry Certificate or Certificates (ii) shall initially be registered on the Certificate Register in the name of Cede & Co., the nominee of the initial Clearing AgencyAgency and (ii) shall bear a legend substantially to the following effect: "Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to the Depositor or its agent for registration of transfer, exchange or payment, and no beneficial owner (other than Chase Securities Inc.) will receive a definitive Certificate representing such beneficial owner's interest any certificate issued is registered in the name of Cede & Co. or in such Certificateother 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), except ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as provided in Section 3.12. Unless and until Definitive Certificates have been issued to beneficial owners pursuant to Section 3.12:
(a) the provisions of this Section 3.10 shall be in full force and effect;registered owner hereof, Cede & Co., has an interest herein."
(b) If at any time the Clearing Agency for the Book-Certificates notifies the Depositor or the Trustee that it is unwilling or unable to continue as Clearing Agency for the Book- Entry Certificates or if at any time the Clearing Agency shall no longer be eligible to act as such under this Section 5.7, the Borrowers shall appoint a successor Clearing Agency with respect to the Book-Entry Certificates. Any such successor Clearing Agency must maintain a book-entry system that qualifies under Section 163(f)(3) of the Code. If a successor Clearing Agency for such Book-Entry Certificate Registraris not appointed by the Borrowers within 90 days after the Borrowers receive such notice or a copy thereof from the Trustee or becomes aware of such ineligibility or unwillingness, the Depositor's election pursuant to this Section 5.7 that such Certificates be represented by Book-Entry Certificates shall no longer be effective and the Trustee and/or the Authenticating Agent shall execute, authenticate and deliver Definitive Certificates in any authorized denominations having an aggregate Certificate Balance equal to the aggregate Certificate Balance of such Book-Entry Certificates in exchange for such Book- Entry Certificate. If the Trustee has instituted or has been directed to institute any judicial proceeding in a court to enforce the rights of the Certificateholders under the Certificates, and the Trustee has been advised by counsel that in connection with such proceeding it is necessary or appropriate for the Trustee to obtain possession of the Certificates, the Certificates represented by the Book-Entry Certificates shall no longer be represented by such Book-Entry Certificates. In such event, the Trustee and/or the Authenticating Agent shall execute, authenticate and deliver, in exchange for the Book-Entry Certificates, Definitive Certificates, in authorized denominations, in an aggregate principal amount equal to the principal amount of such Book-Entry Certificates.
(c) The Book-Entry Certificate shall in all respects be entitled to the same benefits under this Agreement as Definitive Certificates authenticated and delivered hereunder.
(d) Beneficial interests in the Book-Entry Certificate will be sold in minimum denominations of $250,000 and integral multiples of $1,000 above such minimum amount. Owners of a beneficial interest in the Book-Entry Certificate will be entitled to receive physical delivery of Definitive Certificates only as provided herein. The Definitive Certificates will be sold in minimum denominations of $250,000 and in integral multiples of $1,000 above such minimum amount.
(e) The Depositor, the Servicer, the Paying Agent Agent, the Certificate Registrar and the Owner Trustee shall be entitled to may deal with the Clearing Agency and the Clearing Agency Participants for all purposes of this Agreement relating to the Book-Entry Certificates (including the payment making of principal of and interest distributions on the Book-Entry Certificates and the giving of instructions or directions to Certificate Owners of Book-Entry Certificateseach such Class) as the sole Holder authorized representatives of Book-Entry Certificates and shall have no obligations to the Certificate Owners thereofOwners;
(cf) to To the extent that the provisions of this Section 5.7 conflict with any other provisions of this Agreement, the provisions of this Section 5.7 shall control;control with respect to each affected Certificate.
(dg) the The rights of Certificate Owners of the Book-Entry Certificates shall be exercised only through the Clearing Agency (or to and the extent Certificateholders are not Clearing Agency Participants, through the applicable Clearing Agency Participants through which such Certificateholders own Book-Entry Certificates), and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency and/or Clearing Agency Participants, and all references in this Agreement to actions by Certificateholders shall refer to actions taken by the Clearing Agency upon instructions from the Clearing Agency Participants, and all references in this Agreement to distributions, notices, reports and statements to Certificateholders shall refer to distributions, notices, reports and statements to the Clearing Agency, as registered holder of the Certificates, as the case may be, for distribution to Certificateholders in accordance with the procedures of the Clearing Agency. Pursuant to the Certificate Depository AgreementAgreement applicable to each Class of Book-Entry Certificates, unless and until except to the extent that Definitive Certificates of such Class are issued pursuant to Section 3.12issued, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments distributions of principal of and interest on the such Book-Entry Certificates to such Clearing Agency Participants; and
(e) whenever this Agreement requires or permits actions to be taken based upon instructions or directions of the Holders of Certificates evidencing a specified percentage of the Certificate Balance, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Certificate Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Book-Entry Certificates and has delivered such instructions to the Owner Trustee.
Appears in 1 contract
Sources: Trust and Servicing Agreement (Kranzco Realty Trust)
Book-Entry Certificates. The Certificates, upon original issuance, will be issued in the form of a typewritten Certificate or Certificates representing Book-Entry Certificates, to be delivered to The Depository Trust Company, the initial Clearing Agency, by or on behalf of the Issuer; provided that one Definitive Certificate that constitutes the residual portion of the Certificate Balance may be issued in the form of a Definitive Certificate in a denomination less than an integral multiple of $1.00to Depositor pursuant to Sections 2.7 and 3.10. Such Book-Entry Certificate or Certificates shall initially be registered on the Certificate Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no beneficial owner (other than Chase Securities Inc.Depositor) will receive a definitive Definitive Certificate representing such beneficial owner's interest in such Certificate, except as provided in Section 3.123.13. Unless and until Definitive Certificates have been issued to beneficial owners pursuant to Section 3.123.13:
(a) the provisions of this Section 3.10 shall be in full force and effect;
(b) the Certificate Registrar, the each Paying Agent and the Owner Trustee shall be entitled to deal with the Clearing Agency and the Clearing Agency Participants for all purposes of this Agreement relating to the Book-Entry Certificates (including the payment of principal of and interest on the Book-Entry Certificates and the giving of instructions or directions to Certificate Owners of Book-Entry Certificates) as the sole Holder of Book-Entry Certificates and shall have no obligations to Certificate Owners thereof;
(c) to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control;
(d) the rights of Certificate Owners of the Book-Entry Certificates shall be exercised only through the Clearing Agency (or to the extent Certificateholders are not Clearing Agency Participants, through the Clearing Agency Participants through which such Certificateholders own Book-Entry Certificates), and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency and/or Clearing Agency Participants, and all references in this Agreement to actions by Certificateholders shall refer to actions taken by the Clearing Agency upon instructions from the Clearing Agency Participants, and all references in this Agreement to distributions, notices, reports and statements to Certificateholders shall refer to distributions, notices, reports and statements to the Clearing Agency, as registered holder of the Certificates, as the case may be, for distribution to Certificateholders in accordance with the procedures of the Clearing Agency. Pursuant to the Certificate Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 3.123.13, the initial Clearing Agency will make book-entry transfers among Clearing Agency Participants and receive and transmit payments of principal of and interest on the Book-Entry Certificates to such Clearing Agency Participants; and
(e) whenever this Agreement requires or permits actions to be taken based upon instructions or directions of the Holders of Certificates evidencing a specified percentage of the Certificate Balance, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Certificate Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Book-Entry Certificates and has delivered such instructions to the Owner Trustee.
Appears in 1 contract
Book-Entry Certificates. The Trust Certificates, upon original issuance, will be issued in the form of a typewritten Trust Certificate or Trust Certificates representing Book-Entry Certificates, to be delivered to The Depository Trust Company, the initial Clearing Agency, by by, or on behalf of of, the IssuerTrust; provided PROVIDED, HOWEVER, that one Definitive Certificate that constitutes the residual portion of the Certificate Balance (as defined below) may be issued in to the form of a Definitive Certificate in a denomination less than an integral multiple of $1.00Depositor pursuant to Section 3.10. Such Book-Entry Certificate or Book-Entry Certificates shall initially be registered on the Certificate Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no beneficial owner Certificate Owner (other than Chase Securities Inc.the Depositor) will receive a definitive Definitive Certificate representing such beneficial ownerCertificate Owner's interest in such Trust Certificate, except as provided in Section 3.123.13. Unless and until definitive, fully registered Trust Certificates (the "Definitive Certificates Certificates") have been issued to beneficial owners Certificate Owners pursuant to Section 3.123.13:
(ai) the provisions of this Section 3.10 shall be in full force and effect;
(bii) the Certificate Registrar, the Paying Agent Registrar and the Owner Eligible Lender Trustee shall be entitled to deal with the Clearing Agency and the Clearing Agency Participants for all purposes of this Trust Agreement relating to the Book-Entry Certificates (including the payment of principal of and interest on the Book-Entry Trust Certificates and the giving of instructions or directions to Certificate Owners of Book-Entry Certificateshereunder) as the sole Holder holder of Book-Entry the Trust Certificates and shall have no obligations obligation to the Certificate Owners thereofOwners;
(ciii) to the extent that the provisions of this Section conflict with any other provisions of this Trust Agreement, the provisions of this Section shall control;
(div) the rights of Certificate Owners of the Book-Entry Certificates shall be exercised only through the Clearing Agency (or to the extent Certificateholders are not Clearing Agency Participants, through the Clearing Agency Participants through which such Certificateholders own Book-Entry Certificates), and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency and/or Clearing Agency Participants, and all references in this Agreement to actions by Certificateholders shall refer to actions taken by the Clearing Agency upon instructions from the Clearing Agency Participants, and all references in this Agreement to distributions, notices, reports and statements to Certificateholders shall refer to distributions, notices, reports and statements to the Clearing Agency, as registered holder of the Certificates, as the case may be, for distribution to Certificateholders in accordance with the procedures of the Clearing Agency. Pursuant to the Certificate Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 3.123.13, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Book-Entry Trust Certificates to such Clearing Agency Participants; and
(ev) whenever this Trust Agreement requires or permits actions to be taken based upon instructions or directions of the Holders holders of the Trust Certificates evidencing a specified percentage of the Certificate Balance, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Certificate Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Book-Entry Trust Certificates and has delivered such instructions to the Owner Eligible Lender Trustee.
Appears in 1 contract
Sources: Trust Agreement (Key Bank Usa National Association)
Book-Entry Certificates. The (a) Each Class of Book-Entry Certificates, upon original issuance, will shall be issued in the form of a one or more typewritten Certificate or Certificates representing the Book-Entry Certificates, to be delivered to . The Depository Trust Company, the initial Clearing Agency, by or on behalf of the Issuer; provided that one Certificate that constitutes the residual portion of the Certificate Balance may be issued in the form of a Definitive Certificate in a denomination less than an integral multiple of $1.00. Such Book-Entry Certificate or Certificates shall initially be registered on the Certificate Register in the name of Cede & Co., the initial nominee of the Clearing Agency, and no beneficial owner (other than Chase Securities Inc.) Certificate Owner will receive a definitive Certificate certificate representing such beneficial owner's Certificate Owner’s interest in such Certificatethe Book-Entry Certificates, except as provided in Section 3.123.09(c). Unless and until Definitive Certificates have been issued to beneficial owners Certificate Owners of Book-Entry Certificates pursuant to Section 3.12:3.09(c):
(ai) the provisions of this Section 3.10 3.09 shall be in full force and effect;
(bii) the Certificate RegistrarDepositor, the Master Servicer, the Securities Administrator, the Paying Agent Agent, the Registrar, any NIMS Insurer and the Owner Trustee shall be entitled to may deal with the Clearing Agency and the Clearing Agency Participants for all purposes of this Agreement relating to the Book-Entry Certificates (including the payment making of principal of and interest distributions on the Book-Entry Certificates and the giving of instructions or directions to Certificate Owners of Book-Entry Certificates) as the sole Holder authorized representatives of Book-Entry Certificates and shall have no obligations to the Certificate Owners thereofand the Clearing Agency shall be responsible for crediting the amount of such distributions to the accounts of such Persons entitled thereto, in accordance with the Clearing Agency’s normal procedures;
(ciii) to the extent that the provisions of this Section 3.09 conflict with any other provisions of this Agreement, the provisions of this Section 3.09 shall control;; and
(div) the rights of Certificate Owners of the Book-Entry Certificates shall be exercised only through the Clearing Agency (or to the extent Certificateholders are not Clearing Agency Participants, through and the Clearing Agency Participants through which such Certificateholders own Book-Entry Certificates), and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency and/or Clearing Agency Participants, and all references in this Agreement to actions by Certificateholders shall refer to actions taken by the Clearing Agency upon instructions from the Clearing Agency Participants, and all references in this Agreement to distributions, notices, reports and statements to Certificateholders shall refer to distributions, notices, reports and statements to the Clearing Agency, as registered holder of the Certificates, as the case may be, for distribution to Certificateholders in accordance with the procedures of the Clearing Agency. Pursuant to the Certificate Depository Agreement, unless Unless and until Definitive Certificates are issued pursuant to Section 3.123.09(c), the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments distributions of principal of and interest on the Book-Entry Certificates to such Clearing Agency Participants; and.
(eb) whenever Whenever notice or other communication to the Certificateholders is required under this Agreement requires or permits actions Agreement, unless and until Definitive Certificates shall have been issued to Certificate Owners pursuant to Section 3.09(c), the Trustee shall give all such notices and communications specified herein to be taken based upon instructions or directions given to Holders of the Holders Book-Entry Certificates to the Clearing Agency.
(c) If (i) (A) the Depositor advises the Trustee in writing that the Clearing Agency is no longer willing or able to discharge properly its responsibilities with respect to the Book-Entry Certificates, and (B) the Depositor is unable to locate a qualified successor, (ii) the Depositor, at its option, advises the Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or (iii) after the occurrence of an Event of Default, Certificate Owners representing beneficial interests aggregating not less than 50% of the Class Principal Amount of a Class of Book-Entry Certificates evidencing identified as such to the Trustee by an Officer’s Certificate from the Clearing Agency advise the Trustee and the Clearing Agency through the Clearing Agency Participants in writing that the continuation of a specified percentage book-entry system through the Clearing Agency is no longer in the best interests of the Certificate BalanceOwners of a Class of Book-Entry Certificates, the Trustee shall notify any NIMS Insurer and shall notify or cause the Certificate Registrar to notify the Clearing Agency to effect notification to all Certificate Owners, through the Clearing Agency, of the occurrence of any such event and of the availability of Definitive Certificates to Certificate Owners requesting the same. Upon surrender to the Trustee of the Book-Entry Certificates by the Clearing Agency, accompanied by registration instructions from the Clearing Agency for registration, the Trustee shall issue the Definitive Certificates. Neither the Depositor nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates all references herein to obligations imposed upon or to be performed by the Clearing Agency shall be deemed to represent such percentage only be imposed upon and performed by the Trustee, to the extent that it has received instructions applicable, with respect to such effect from Certificate Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage Definitive Certificates and the Trustee shall recognize the holders of the beneficial interest Definitive Certificates as Certificateholders hereunder. Notwithstanding the foregoing, the Trustee, upon the instruction of the Depositor, shall have the right to issue Definitive Certificates on the Closing Date in the Book-Entry Certificates and has delivered such instructions to the Owner Trusteeconnection with credit enhancement programs.
Appears in 1 contract
Sources: Trust Agreement (Structured Asset Inv Loan Mort Pass THR Certs Ser 2003-Bc6)
Book-Entry Certificates. The Certificates, upon Upon original issuance, will the Class A Certificates and the Class B Certificates, other than the Class A Certificate representing the 45 51 residual amount of the Original Class A Certificate Balance and the Class B Certificate representing the residual amount of the Original Class B Certificate Balance, which shall be issued upon the written order of Seller, shall be issued in the form of a one or more typewritten Certificate or Certificates representing Book-the Book Entry Certificates, to be delivered to The Depository Trust Company, the initial Clearing Agency, by by, or on behalf of the Issuer; provided that one Certificate that constitutes the residual portion of the Certificate Balance may be issued in the form of a Definitive Certificate in a denomination less than an integral multiple of $1.00of, Seller. Such Book-Entry Certificate or Certificates shall initially be registered on the Certificate Register in the name of Cede CEDE & Co., the nominee of the initial Clearing Agency, and no beneficial owner (other than Chase Securities Inc.) Certificate Owner will receive a definitive Definitive Certificate representing such beneficial ownerCertificate Owner's interest in such Certificatethe Class A Certificates or the Class B Certificates, as the case may be, except as provided in Section 3.125.10. Unless and until definitive, fully registered Certificates ("Definitive Certificates Certificates") have been issued to beneficial owners the Holders pursuant to Section 3.125.10:
(a) the provisions of this Section 3.10 5.8 shall be in full force and effect;
(b) the Certificate RegistrarSeller, the Paying Agent Servicer and the Owner Trustee shall be entitled to may deal with the Clearing Agency and the Clearing Agency Participants for all purposes of this Agreement relating to the Book-Entry Certificates (including the payment making of principal of and interest distributions on the Book-Entry Certificates and the giving taking of instructions or directions to Certificate Owners of Book-Entry Certificatesactions by the Holders) as the sole Holder authorized representative of Book-Entry Certificates and shall have no obligations to the Certificate Owners thereofOwners;
(c) to the extent that the provisions of this Section 5.8 conflict with any other provisions of this Agreement, the provisions of this Section 5.8 shall control;
(d) the rights of Certificate Owners of the Book-Entry Certificates shall be exercised only through the Clearing Agency (or to the extent Certificateholders are not Clearing Agency Participants, through the Clearing Agency Participants through which such Certificateholders own Book-Entry Certificates), and shall be limited to those established by law law, the rules, regulations and procedures of the Clearing Agency and agreements between such Certificate Owners and the Clearing Agency and/or Clearing Agency Participants, and all references in this Agreement to actions by Certificateholders Holders shall refer to actions taken by the Clearing Agency upon instructions from the Clearing Agency Participants, and all references in this Agreement to distributions, notices, reports and statements to Certificateholders Holders shall refer to distributions, notices, reports and statements to the Clearing AgencyAgency or its nominee, as registered holder of the Certificates, as the case may be, for distribution to Certificateholders Certificate Owners in accordance with the rules, regulations and procedures of the Clearing Agency. Pursuant ; and
(e) pursuant to the Certificate Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 3.12, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments distributions of principal of and interest on the Book-Entry Certificates to the Clearing Agency Participants, for distribution by such Clearing Agency Participants; and
(e) whenever Participants to the Certificate Owners or their nominees. For purposes of any provision of this Agreement requires requiring or permits permitting actions to be taken based upon instructions with the consent of, or directions of at the direction of, Holders of Certificates evidencing a specified percentage percentages of the aggregate outstanding principal balance of such Certificates, such direction or 46 52 consent may be given by Certificate BalanceOwners having interests in the requisite percentage, acting through the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Certificate Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Book-Entry Certificates and has delivered such instructions to the Owner TrusteeAgency.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Lehman Brothers Asset Securitization LLC)
Book-Entry Certificates. The Certificates, upon Upon original issuance, will the Class A Certificates and the Class B Certificates, other than the Class A Certificate and the Class B Certificate representing the residual amount of the Original Class A Certificate Balance and the Original Class B Certificate Balance, respectively, which shall be issued upon the written order of the Seller, shall be issued in the form of a one or more typewritten Certificate or Certificates representing the Book-Entry Certificates, to be delivered to The Depository Trust Company, the initial Clearing Agency, by by, or on behalf of of, the Issuer; provided that one Certificate that constitutes the residual portion of the Certificate Balance may be issued in the form of a Definitive Certificate in a denomination less than an integral multiple of $1.00Seller. Such Book-Entry Certificate or Certificates shall initially be registered on the Certificate Register in the name of Cede CEDE & Co., the nominee of the initial Clearing Agency, and no beneficial owner (other than Chase Securities Inc.) Certificate Owner will receive a definitive Certificate certificate representing such beneficial ownerCertificate Owner's interest in such Certificatethe Class A Certificates or the Class B Certificates, as the case may be, except as provided in Section 3.126.10. Unless and until definitive, fully registered Certificates (collectively, "Definitive Certificates Certificates") have been issued to beneficial owners Class A Certificateholders or Class B Certificateholders, as the case may be, pursuant to Section 3.126.10:
(ai) the provisions of this Section 3.10 6.8 shall be in full force and effect;
(bii) the Certificate RegistrarSeller, the Paying Agent Servicer and the Owner Trustee shall be entitled to may deal with the Clearing Agency and the Clearing Agency Participants for all purposes of this Agreement relating to the Book-Entry Certificates (including the payment making of principal of and interest distributions on the Book-Entry Certificates and the giving taking of instructions or directions to Certificate Owners of Book-Entry Certificatesactions by the Certificateholders) as the sole Holder authorized representative of Book-Entry Certificates and shall have no obligations to the Certificate Owners thereofOwners;
(ciii) to the extent that the provisions of this Section 6.8 conflict with any other provisions of this Agreement, the provisions of this Section 6.8 shall control;
(div) the rights of Certificate Owners of the Book-Entry Certificates shall be exercised only through the Clearing Agency (or to the extent Certificateholders are not Clearing Agency Participants, through the Clearing Agency Participants through which such Certificateholders own Book-Entry Certificates), and shall be limited to those established by law law, the rules, regulations and procedures of the Clearing Agency and agreements between such Certificate Owners and the Clearing Agency and/or Clearing Agency Participants, and all references in this Agreement to actions by Certificateholders shall refer to actions taken by the Clearing Agency upon instructions from the Clearing Agency Participants, and all references in this Agreement to distributions, notices, reports and statements to Certificateholders shall refer to distributions, notices, reports and statements to the Clearing AgencyAgency or its nominee, as registered holder of the Certificates, as the case may be, for distribution to Certificateholders Certificate Owners in accordance with the rules, regulations and procedures of the Clearing Agency. Pursuant ; and
(v) pursuant to the Certificate Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 3.12, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments distributions of principal of and interest on the Book-Entry Certificates to the Clearing Agency Participants, for distribution by such Clearing Agency Participants; and
(e) whenever Participants to the Certificate Owners or their nominees. For purposes of any provision of this Agreement requires requiring or permits permitting actions to be taken based upon instructions with the consent of, or directions of at the Holders direction of, holders of Certificates evidencing a specified percentage percentages of the aggregate outstanding principal balance of such Certificates, such direction or consent may be given by Certificate BalanceOwners having interests in the requisite percentage, acting through the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Certificate Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Book-Entry Certificates and has delivered such instructions to the Owner TrusteeAgency.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (First Security Auto Grantor Trust 1997-A)
Book-Entry Certificates. The Certificates, upon original issuance, will shall be issued in the form of a typewritten Certificate or Certificates representing Book-Entry Certificates, to be delivered to The Depository Trust Company, the initial Clearing Agency, Depository by or on behalf of the Issuer; provided that one Certificate that constitutes the residual portion of the Certificate Balance may be issued in the form of a Definitive Certificate in a denomination less than an integral multiple of $1.00Trust. Such Book-Entry Certificate or Certificates shall initially be registered on the Certificate Register in the name of Cede & Co., the nominee of the initial Clearing Agency, Depository and no beneficial owner (other than Chase Securities Inc.) will Certificate Owner shall receive a definitive Certificate representing such beneficial ownerCertificate Owner's interest in such Certificate, except as provided in Section 3.123.13. Unless and until definitive fully registered Certificates (the "Definitive Certificates Certificates") shall have been issued to beneficial owners Certificate Owners pursuant to Section 3.123.13:
(a) the provisions of this Section 3.10 3.11 shall be in full force and effect;
(b) the Certificate Registrar, the Paying Agent Registrar and the Owner Trustee shall be entitled to deal with the Clearing Agency and the Clearing Agency Participants Depository for all purposes of this Agreement relating to the Book-Entry Certificates (including the payment of principal of and interest on the Book-Entry Certificates and the giving of instructions or directions to Certificate Owners of Book-Entry Certificateshereunder) as the sole Holder of Book-Entry Certificates the Certificate, and shall have no obligations obligation to the Certificate Owners thereofOwners;
(c) to the extent that the provisions of this Section 3.11 conflict with any other provisions of this Agreement, the provisions of this Section 3.11 shall control;
(d) the rights of the Certificate Owners of the Book-Entry Certificates shall be exercised only through the Clearing Agency (or to the extent Certificateholders are not Clearing Agency Participants, through the Clearing Agency Participants through which such Certificateholders own Book-Entry Certificates), Depository and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency Depository and/or Clearing Agency the Depository Participants, and all references in this Agreement to actions by Certificateholders shall refer to actions taken by the Clearing Agency upon instructions from the Clearing Agency Participants, and all references in this Agreement to distributions, notices, reports and statements to Certificateholders shall refer to distributions, notices, reports and statements to the Clearing Agency, as registered holder of the Certificates, as the case may be, for distribution to Certificateholders in accordance with the procedures of the Clearing Agency. Pursuant to the Certificate Depository Agreement, Agreement unless and until Definitive Certificates are issued pursuant to Section 3.123.13, the initial Clearing Agency Depository will make book-entry transfers among Clearing Agency the Depository Participants and receive and transmit payments of principal of and interest on the Book-Entry Certificates to such Clearing Agency Depository Participants; and;
(e) whenever this Agreement requires or permits actions to be taken based upon instructions or directions of the Holders of Certificates evidencing a specified percentage of the Certificate Balance, the Clearing Agency Depository shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Certificate Owners and/or Clearing Agency Depository Participants owning or representing, respectively, such required percentage of the beneficial interest in the Book-Entry Certificates and has delivered such instructions to the Owner Trustee.
Appears in 1 contract
Sources: Trust Agreement (Cit Group Inc)
Book-Entry Certificates. The Unless otherwise specified in the Agreement, the Class A Certificates and the Class B Certificates, upon original issuance, issuance will be issued in the form of a one or more typewritten Certificate or Certificates certificates representing the Book-Entry Certificates, to be delivered to The Depository Trust CompanyDTC, the initial Clearing Agency, by by, or on behalf of of, the Issuer; provided that one Certificate that constitutes the residual portion of the Certificate Balance may be issued in the form of a Definitive Certificate in a denomination less than an integral multiple of $1.00Seller. Such Book-Entry Certificate The certificate or certificates delivered to DTC evidencing such Certificates shall initially be registered on the Certificate Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no beneficial owner (other than Chase Securities Inc.) Certificate Owner will receive a definitive Certificate certificate representing such beneficial ownerCertificate Owner's interest in such Certificatethe Certificates, except as provided in Section 3.1215.11. Unless otherwise specified in the Agreement, subject to Section 15.11, unless and until definitive, fully registered Certificates (the "Definitive Certificates Certificates") have been issued to beneficial owners Certificate Owners pursuant to Section 3.1215.11:
(ai) the provisions of this Section 3.10 shall be in full force and effect;
(bii) the Certificate RegistrarSeller, the Paying Agent Servicer, the Certificate Registrar and the Owner Trustee shall be entitled to may deal with the Clearing Agency and the Clearing Agency Participants for all purposes of this Agreement relating to the Book-Entry Certificates (including the payment making of principal of and interest distributions on the Book-Entry Certificates and the giving of instructions or directions to Certificate Owners of Book-Entry Certificates) as the sole Holder authorized representative of Book-Entry Certificates and shall have no obligations to the Certificate Owners thereofOwners;
(ciii) to the extent that the provisions of this Section conflict with any other provisions of this the Agreement, the provisions of this Section shall control;
(div) the rights of Certificate Owners of the Book-Entry Certificates shall be exercised only through the Clearing Agency (or to the extent Certificateholders are not Clearing Agency Participants, through procedures established by the Clearing Agency Participants through which such Certificateholders own Book-Entry Certificates), Agency) and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency and/or Clearing Agency Participants, and all references in this Agreement to actions by Certificateholders shall refer to actions taken by the Clearing Agency upon instructions from the Clearing Agency Participants, and all references in this Agreement to distributions, notices, reports and statements to Certificateholders shall refer to distributions, notices, reports and statements to the Clearing Agency, as registered holder of the Certificates, as the case may be, for distribution to Certificateholders in accordance with the procedures of the Clearing Agency. Pursuant to the Certificate Depository AgreementLetter of Representations, unless and until Definitive Certificates are issued pursuant to Section 3.1215.11, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments distributions of principal of and interest on the Book-Entry Certificates to such Clearing Agency Participants; and
(ev) whenever this the Agreement requires or permits actions to be taken based upon instructions or directions of the Holders of Certificates evidencing a specified percentage of the Certificate BalanceVoting Interests thereof, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Certificate Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Book-Entry such Certificates and has delivered such instructions to the Owner Trustee.
Appears in 1 contract
Sources: Standard Terms and Conditions Agreement (Pooled Auto Securities Shelf LLC)
Book-Entry Certificates. The Unless otherwise specified in the Agreement, the Class A Certificates and the Class B Certificates, upon original issuance, issuance (except for the Residual Certificates) each will be issued in the form of a one or more typewritten Certificate or Certificates certificates representing the Book-Entry Certificates, to be delivered to The Depository Trust CompanyDTC, the initial Clearing Agency, by by, or on behalf of of, the Issuer; provided that one Certificate that constitutes the residual portion of the Certificate Balance may be issued in the form of a Definitive Certificate in a denomination less than an integral multiple of $1.00Seller. Such Book-Entry Certificate or The certificates delivered to DTC evidencing such Certificates shall initially be registered on the Certificate Register in the name of Cede CEDE & Co.CO., the initial Clearing Agencynominee of DTC, and no beneficial owner (other than Chase Securities Inc.) Certificate Owner will receive a definitive Definitive Certificate representing such beneficial ownerCertificate Owner's interest in such Certificatethe Certificates, except as provided in Section 3.1216.11. Unless otherwise specified in the Agreement, subject to Section 16.11, unless and until Definitive Certificates have been issued to beneficial owners Certificate Owners pursuant to Section 3.1216.11:
(ai) the provisions of this Section 3.10 shall be in full force and effect;
(bii) the Certificate RegistrarSeller, the Paying Agent Servicer, the Certificate Registrar and the Owner Trustee shall be entitled to may deal with the Clearing Agency and the Clearing Agency Participants for all purposes of this Agreement relating to the Book-Entry Certificates (including the payment making of principal of and interest distributions on the Book-Entry Certificates and the giving of instructions or directions to Certificate Owners of Book-Entry Certificates) as the sole Holder authorized representative of Book-Entry Certificates and shall have no obligations to the Certificate Owners thereofOwners;
(ciii) to the extent that the provisions of this Section conflict with any other provisions of this the Agreement, the provisions of this Section shall control;
(div) the rights of Certificate Owners of the Book-Entry Certificates shall be exercised only through the Clearing Agency (or to the extent Certificateholders are not Clearing Agency Participants, through the Clearing Agency Participants through which such Certificateholders own Book-Entry Certificates), and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency and/or Clearing Agency Participants, and all references in this Agreement to actions by Certificateholders shall refer to actions taken by the Clearing Agency upon instructions from the Clearing Agency ParticipantsParticipants and, and all references in this Agreement to distributions, notices, reports and statements to Certificateholders shall refer to distributions, notices, reports and statements pursuant to the Clearing Agency, as registered holder of the Certificates, as the case may be, for distribution to Certificateholders in accordance with the procedures of the Clearing Agency. Pursuant to the Certificate Depository Agreementrelated depository agreement, unless and until Definitive Certificates are issued pursuant to Section 3.1216.11, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments distributions of principal of and interest on the Book-Entry Certificates to such Clearing Agency Participants; and
(ev) whenever this the Agreement requires or permits actions to be taken based upon instructions or directions of the Holders of Certificates evidencing a specified percentage of the Certificate BalanceVoting Interests thereof, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Certificate Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Book-Entry Certificates and has delivered such instructions to the Owner Trustee.
Appears in 1 contract
Sources: Standard Terms and Conditions of Agreement (Fleetwood Credit Receivables Corp)
Book-Entry Certificates. The (a) Each Class of Book-Entry Certificates, upon original issuance, will shall be issued in the form of a one or more typewritten Certificate or Certificates representing the Book-Entry Certificates, to be delivered to The Depository Trust Company, the initial Clearing Agency, by by, or on behalf of of, the Issuer; provided that one Certificate that constitutes the residual portion of the Certificate Balance may be issued in the form of a Definitive Certificate in a denomination less than an integral multiple of $1.00Depositor. Such The Book-Entry Certificate or Certificates shall initially be registered on the Certificate Register in the name of Cede & Co., the initial nominee of the Clearing Agency, and no beneficial owner (other than Chase Securities Inc.) Certificate Owner will receive a definitive Certificate certificate representing such beneficial ownerCertificate Owner's interest in such Certificatethe Book-Entry Certificates, except as provided in Section 3.123.09(c). Unless and until Definitive Certificates have been issued to beneficial owners Certificate Owners of Book-Entry Certificates pursuant to Section 3.12:3.09(c):
(ai) the provisions of this Section 3.10 3.09 shall be in full force and effect;
(bii) the Certificate RegistrarDepositor, the Securities Administrator, the Master Servicers, the Paying Agent Agent, the Registrar and the Owner Trustee shall be entitled to may deal with the Clearing Agency and the Clearing Agency Participants for all purposes of this Agreement relating to the Book-Entry Certificates (including the payment making of principal of and interest distributions on the Book-Entry Certificates and the giving of instructions or directions to Certificate Owners of Book-Entry Certificates) as the sole Holder authorized representatives of Book-Entry Certificates and shall have no obligations to the Certificate Owners thereofand the Clearing Agency shall be responsible for crediting the amount of such distributions to the accounts of such Persons entitled thereto, in accordance with the Clearing Agency's normal procedures;
(ciii) to the extent that the provisions of this Section 3.09 conflict with any other provisions of this Agreement, the provisions of this Section 3.09 shall control;; and
(div) the rights of Certificate Owners of the Book-Entry Certificates shall be exercised only through the Clearing Agency (or to the extent Certificateholders are not Clearing Agency Participants, through and the Clearing Agency Participants through which such Certificateholders own Book-Entry Certificates), and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency and/or Clearing Agency Participants, and all references in this Agreement to actions by Certificateholders shall refer to actions taken by the Clearing Agency upon instructions from the Clearing Agency Participants, and all references in this Agreement to distributions, notices, reports and statements to Certificateholders shall refer to distributions, notices, reports and statements to the Clearing Agency, as registered holder of the Certificates, as the case may be, for distribution to Certificateholders in accordance with the procedures of the Clearing Agency. Pursuant to the Certificate Depository Agreement, unless Unless and until Definitive Certificates are issued pursuant to Section 3.123.09(c), the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments distributions of principal of and interest on the Book-Entry Certificates to such Clearing Agency Participants; and.
(eb) whenever Whenever notice or other communication to the Certificateholders is required under this Agreement requires or permits actions Agreement, unless and until Definitive Certificates shall have been issued to Certificate Owners pursuant to Section 3.09(c), the Trustee shall give all such notices and communications specified herein to be taken based upon instructions or directions given to Holders of the Holders Book-Entry Certificates to the Clearing Agency.
(c) If (i) (A) the Depositor advises the Trustee in writing that the Clearing Agency is no longer willing or able to discharge properly its responsibilities with respect to the Book-Entry Certificates, and (B) the Trustee or the Depositor is unable to locate a qualified successor, (ii) the Depositor, at its option, advises the Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or (iii) after the occurrence of an Event of Default, Certificate Owners representing beneficial interests aggregating not less than 50% of the Class Principal Amount of a Class of Book-Entry Certificates evidencing identified as such to the Trustee by an Officer's Certificate from the Clearing Agency advise the Trustee and the Clearing Agency through the Clearing Agency Participants in writing that the continuation of a specified percentage book-entry system through the Clearing Agency is no longer in the best interests of the Certificate BalanceOwners of a Class of Book-Entry Certificates, the Trustee shall notify or cause the Certificate Registrar to notify the Clearing Agency to effect notification to all Certificate Owners, through the Clearing Agency, of the occurrence of any such event and of the availability of Definitive Certificates to Certificate Owners requesting the same. Upon surrender to the Trustee of the Book-Entry Certificates by the Clearing Agency, accompanied by registration instructions from the Clearing Agency for registration, the Trustee shall issue the Definitive Certificates. None of the Transferor, the Trustee or the Certificate Registrar shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates all references herein to obligations imposed upon or to be performed by the Clearing Agency shall be deemed to represent such percentage only be imposed upon and performed by the Trustee, to the extent that it has received instructions applicable, with respect to such effect from Definitive Certificates and the Trustee and the Certificate Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage Registrar shall recognize the holders of the beneficial interest in the Book-Entry Definitive Certificates and has delivered such instructions to the Owner Trusteeas Certificateholders hereunder.
Appears in 1 contract
Sources: Trust Agreement (Structured Asset Securities Corp Mort Pa Th Cert Ser 2001-8a)
Book-Entry Certificates. The Certificates, upon original issuance, will Certificates may be issued ----------------------- in the form of a one or more typewritten Certificate or Certificates representing Book-Entry Certificates, to be delivered by, or on behalf of, the Seller to The Depository Trust Company, the initial Clearing Agency, by or on behalf of which, unless otherwise specified in this Agreement, shall be The Depository Trust Company. In such case, the Issuer; provided that one Certificate that constitutes Certificates delivered to the residual portion of the Certificate Balance may be issued in the form of a Definitive Certificate in a denomination less than an integral multiple of $1.00. Such Book-Entry Certificate or Certificates Depository Trust Company shall initially be registered on the Certificate Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no beneficial owner (other than Chase Securities Inc.) Certificate Owner will receive a definitive Certificate certificate representing such beneficial ownerCertificate Owner's interest in such Certificatethe Certificates, except as provided in Section 3.128.10. Unless and until Definitive definitive, fully registered ------------ Certificates (the "Replacement Certificates") have been issued to beneficial owners such ------------------------ Certificate Owners pursuant to Section 3.12:8.10: ------------
(ai) the provisions of this Section 3.10 shall be in full force and effect;
(bii) the Certificate RegistrarSeller, the Paying Agent Servicer, the Certificate Insurer, the Certificate Registrar and the Owner Trustee shall be entitled to may deal with the Clearing Agency and the Clearing Agency Participants for all purposes of this Agreement relating to the Book-Entry Certificates (including the payment making of principal of and interest distributions on the Book-Entry Certificates and the giving of instructions or directions to Certificate Owners of Book-Entry such Certificates) as the sole Holder of Book-Entry such Certificates and shall have no obligations obligation to the related Certificate Owners thereofOwners;
(ciii) to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control;
(div) the rights of such Certificate Owners of the Book-Entry Certificates shall be exercised only through the Clearing Agency (or to the extent Certificateholders are not Clearing Agency Participants, through the Clearing Agency Participants through which such Certificateholders own Book-Entry Certificates), and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency and/or Clearing Agency Participants, and all references in this Agreement to actions by Certificateholders shall refer to actions taken by the Clearing Agency upon instructions from the Clearing Agency Participants, and all references in this Agreement to distributions, notices, reports and statements to Certificateholders shall refer to distributions, notices, reports and statements to the Clearing Agency, as registered holder of the Certificates, as the case may be, for distribution to Certificateholders in accordance with the procedures of the Clearing Agency. Pursuant to the Certificate Depository Agreement, unless and until Definitive Replacement Certificates are issued pursuant to Section 3.128.10, the initial ------------ Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments distributions of principal of and interest on the Book-Entry such Certificates to such Clearing Agency Participants; and
(ev) whenever this Agreement requires or permits actions to be taken based upon instructions or directions of the Holders of Certificates evidencing a specified percentage of the Certificate Principal Balance, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Certificate Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Book-Entry such Certificates and has delivered such instructions to the Owner Trustee.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Chevy Chase Bank FSB)
Book-Entry Certificates. The CertificatesClass A Certificates and, upon original issuance----------------------- if so specified in this Agreement, will the Class B Certificates may be issued in the form of a one or more typewritten Certificate or Certificates representing Book-Entry Certificates, to be delivered by, or on behalf of, the Depositor to The Depository Trust Company, the initial Clearing Agency, by or on behalf of which, unless otherwise specified in this Agreement, shall be The Depository Trust Company. In such case, the Issuer; provided that one Certificate that constitutes Certificates delivered to the residual portion of the Certificate Balance may be issued in the form of a Definitive Certificate in a denomination less than an integral multiple of $1.00. Such Book-Entry Certificate or Certificates Depository Trust Company shall initially be registered on the Certificate Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no beneficial owner (other than Chase Securities Inc.) Certificate Owner will receive a definitive Certificate certificate representing such beneficial ownerCertificate Owner's interest in such Certificatethe Certificates, except as provided in Section 3.126.10. Unless and until definitive, fully registered Certificates (the "Definitive Certificates Certificates") have been issued to beneficial owners such Certificate Owners pursuant to Section 3.126.10:
(ai) the provisions of this Section 3.10 shall be in full force and effect;
(bii) the Certificate RegistrarDepositor, the Paying Agent Servicer, the Certificate Registrar and the Owner Trustee shall be entitled to may deal with the Clearing Agency and the Clearing Agency Participants for all purposes of this Agreement relating to the Book-Entry Certificates (including the payment making of principal of and interest distributions on the Book-Entry Certificates and the giving of instructions or directions to Certificate Owners of Book-Entry such Certificates) as the sole Holder of Book-Entry such Certificates and shall have no obligations obligation to the related Certificate Owners thereofOwners;
(ciii) to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control;
(div) the rights of such Certificate Owners of the Book-Entry Certificates shall be exercised only through the Clearing Agency (or to the extent Certificateholders are not Clearing Agency Participants, through the Clearing Agency Participants through which such Certificateholders own Book-Entry Certificates), and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency and/or Clearing Agency Participants, and all references in this Agreement to actions by Certificateholders shall refer to actions taken by the Clearing Agency upon instructions from the Clearing Agency Participants, and all references in this Agreement to distributions, notices, reports and statements to Certificateholders shall refer to distributions, notices, reports and statements to the Clearing Agency, as registered holder of the Certificates, as the case may be, for distribution to Certificateholders in accordance with the procedures of the Clearing Agency. Pursuant to the Certificate Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 3.126.10, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments distributions of principal of and interest on the Book-Entry such Certificates to such Clearing Agency Participants; and
(ev) whenever this Agreement requires or permits actions to be taken based upon instructions or directions of the Holders of Certificates evidencing a specified percentage of the Certificate Balance, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Certificate Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Book-Entry such Certificates and has delivered such instructions to the Owner Trustee.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Morgan Stanley Abs Capital Ii Inc)
Book-Entry Certificates. The Certificates, upon original issuance, Trust Certificates will ----------------------- be issued in the form of a typewritten Trust Certificate or Trust Certificates representing Book-Entry Certificates, to be delivered to The Depository Trust Company, the initial Clearing Agency, by by, or on behalf of of, the IssuerTrust; provided provided, -------- however, that one Definitive Certificate that constitutes the residual portion of the Certificate Balance (as defined below) may be issued in to the form of a Definitive Certificate in a denomination less than an integral multiple of $1.00------- Company pursuant to Section 3.10. Such Book-Entry Certificate or Book-Entry Certificates shall initially be registered on the Certificate Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no beneficial owner Certificate Owner (other than Chase Securities Inc.the Company) will receive a definitive Definitive Certificate representing such beneficial ownerCertificate Owner's interest in such Trust Certificate, except as provided in Section 3.123.13. Unless and until definitive, fully registered Trust Certificates (the "Definitive Certificates Certificates") have been issued to beneficial owners Certificate Owners pursuant to Section 3.123.13:
(ai) the provisions of this Section 3.10 shall be in full force and effect;
(bii) the Certificate Registrar, the Paying Agent Registrar and the Owner Eligible Lender Trustee shall be entitled to deal with the Clearing Agency and the Clearing Agency Participants for all purposes of this Agreement relating to the Book-Entry Certificates (including the payment of principal of and interest on the Book-Entry Trust Certificates and the giving of instructions or directions to Certificate Owners of Book-Entry Certificateshereunder) as the sole Holder of Book-Entry Certificates Certificateholder and shall have no obligations obligation to the Certificate Owners thereofOwners;
(ciii) to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control;
(div) the rights of Certificate Owners of the Book-Entry Certificates shall be exercised only through the Clearing Agency (or to the extent Certificateholders are not Clearing Agency Participants, through the Clearing Agency Participants through which such Certificateholders own Book-Entry Certificates), and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency and/or Clearing Agency Participants, and all references in this Agreement to actions by Certificateholders shall refer to actions taken by the Clearing Agency upon instructions from the Clearing Agency Participants, and all references in this Agreement to distributions, notices, reports and statements to Certificateholders shall refer to distributions, notices, reports and statements to the Clearing Agency, as registered holder of the Certificates, as the case may be, for distribution to Certificateholders in accordance with the procedures of the Clearing Agency. Pursuant to the Certificate Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 3.123.13, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Book-Entry Trust Certificates to such Clearing Agency Participants; and
(ev) whenever this Agreement requires or permits actions to be taken based upon instructions or directions of the Holders Certificateholders of Trust Certificates evidencing a specified percentage of the Certificate Balance, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Certificate Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Book-Entry Trust Certificates and has delivered such instructions to the Owner Eligible Lender Trustee.
Appears in 1 contract
Book-Entry Certificates. The Trust Certificates, upon original issuance, will be issued in the form of a typewritten Trust Certificate or Trust Certificates representing Book-Entry Certificates, to be delivered to The Depository Trust Company, the initial Clearing Agency, by by, or on behalf of of, the IssuerTrust; provided provided, however, that one Definitive Trust Certificate that constitutes the residual portion of the Certificate Balance may be issued in to the form of a Definitive Certificate in a denomination less than an integral multiple of $1.00Depositor pursuant to Section 3.10. Such Book-Entry Trust Certificate or Trust Certificates shall initially be registered on the Certificate Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no beneficial owner (other than Chase Securities Inc.) Certificate Owner will receive a definitive Trust Certificate representing such beneficial ownerCertificate Owner's interest in such Trust Certificate, except as provided in Section 3.123.13. Unless and until definitive, fully registered Trust Certificates (the "Definitive Certificates Trust Certificates") have been issued to beneficial owners Certificate Owners pursuant to Section 3.123.13:
(a) the The provisions of this Section 3.10 shall be in full force and effect;
(b) the The Certificate Registrar, the Paying Agent Registrar and the Owner Trustee shall be entitled to deal with the Clearing Agency and the Clearing Agency Participants for all purposes of this Agreement relating to the Book-Entry Certificates (including the payment of principal of and interest on the Book-Entry Trust Certificates and the giving of instructions or directions to Certificate Owners of Book-Entry Certificateshereunder) as the sole Holder of Book-Entry the Trust Certificates and shall have no obligations obligation to the Certificate Owners thereofOwners;
(c) to To the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control;
(d) the The rights of Certificate Owners of the Book-Entry Certificates shall be exercised only through the Clearing Agency (or to the extent Certificateholders are not Clearing Agency Participants, through the Clearing Agency Participants through which such Certificateholders own Book-Entry Certificates), and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency and/or Clearing Agency Participants, and all references in this Agreement to actions by Certificateholders shall refer to actions taken by the Clearing Agency upon instructions from the Clearing Agency Participants, and all references in this Agreement to distributions, notices, reports and statements to Certificateholders shall refer to distributions, notices, reports and statements to the Clearing Agency, as registered holder of the Certificates, as the case may be, for distribution to Certificateholders in accordance with the procedures of the Clearing Agency. Pursuant to the Certificate Depository Agreement, unless and until Definitive Trust Certificates are issued pursuant to Section 3.123.13, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Book-Entry Trust Certificates to such Clearing Agency Participants; and
(e) whenever Whenever this Agreement requires or permits actions to be taken based upon instructions or directions of the Holders of Trust Certificates evidencing a specified percentage of the Certificate Balance, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Certificate Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Book-Entry Trust Certificates and has delivered such instructions to the Owner Trustee.
Appears in 1 contract
Sources: Trust Agreement (Deutsche Recreational Asset Funding Corp)
Book-Entry Certificates. The Certificates, upon Upon original issuance, will the Class A Certificates and the Class B Certificates, other than the Class A Certificate representing the residual amount of the Original Class A Certificate Balance and the Class B Certificate representing the residual amount of the Original Class B Certificate Balance, which shall be issued upon the written order of Seller, shall be issued in the form of a one or more typewritten Certificate or Certificates representing Book-the Book Entry Certificates, to be delivered to The Depository Trust Company, the initial Clearing Agency, by by, or on behalf of the Issuer; provided that one Certificate that constitutes the residual portion of the Certificate Balance may be issued in the form of a Definitive Certificate in a denomination less than an integral multiple of $1.00of, Seller. Such Book-Entry Certificate or Certificates shall initially be registered on the Certificate Register in the name of Cede CEDE & Co., the nominee of the initial Clearing Agency, and no beneficial owner (other than Chase Securities Inc.) Certificate Owner will receive a definitive Definitive Certificate representing such beneficial owner's Certificate Owner’s interest in such Certificatethe Class A Certificates or the Class B Certificates, as the case may be, except as provided in Section 3.125.10. Unless and until definitive, fully registered Certificates (“Definitive Certificates Certificates”) have been issued to beneficial owners the Holders pursuant to Section 3.125.10:
(a) the provisions of this Section 3.10 5.8 shall be in full force and effect;
(b) the Certificate RegistrarSeller, the Paying Agent Servicer and the Owner Trustee shall be entitled to may deal with the Clearing Agency and the Clearing Agency Participants for all purposes of this Agreement relating to the Book-Entry Certificates (including the payment making of principal of and interest distributions on the Book-Entry Certificates and the giving taking of instructions or directions to Certificate Owners of Book-Entry Certificatesactions by the Holders) as the sole Holder authorized representative of Book-Entry Certificates and shall have no obligations to the Certificate Owners thereofOwners;
(c) to the extent that the provisions of this Section 5.8 conflict with any other provisions of this Agreement, the provisions of this Section 5.8 shall control;
(d) the rights of Certificate Owners of the Book-Entry Certificates shall be exercised only through the Clearing Agency (or to the extent Certificateholders are not Clearing Agency Participants, through the Clearing Agency Participants through which such Certificateholders own Book-Entry Certificates), and shall be limited to those established by law law, the rules, regulations and procedures of the Clearing Agency and agreements between such Certificate Owners and the Clearing Agency and/or Clearing Agency Participants, and all references in this Agreement to actions by Certificateholders Holders shall refer to actions taken by the Clearing Agency upon instructions from the Clearing Agency Participants, and all references in this Agreement to distributions, notices, reports and statements to Certificateholders Holders shall refer to distributions, notices, reports and statements to the Clearing AgencyAgency or its nominee, as registered holder of the Certificates, as the case may be, for distribution to Certificateholders Certificate Owners in accordance with the rules, regulations and procedures of the Clearing Agency. Pursuant ; and
(e) pursuant to the Certificate Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 3.12, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments distributions of principal of and interest on the Book-Entry Certificates to the Clearing Agency Participants, for distribution by such Clearing Agency Participants; and
(e) whenever Participants to the Certificate Owners or their nominees. For purposes of any provision of this Agreement requires requiring or permits permitting actions to be taken based upon instructions with the consent of, or directions of at the direction of, Holders of Certificates evidencing a specified percentage percentages of the aggregate outstanding principal balance of such Certificates, such direction or consent may be given by Certificate BalanceOwners having interests in the requisite percentage, acting through the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Certificate Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Book-Entry Certificates and has delivered such instructions to the Owner TrusteeAgency.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Volkswagen Auto Lease/Loan Underwritten Funding, LLC)
Book-Entry Certificates. The Trust Certificates, upon original issuance, will be issued in the form of a typewritten Trust Certificate or Trust Certificates representing Book-Entry Certificates, to be delivered to The Depository Trust Company, the initial Clearing Agency, by by, or on behalf of of, the IssuerTrust; provided provided, however, that one Definitive Certificate that constitutes the residual portion of the Certificate Balance (as defined below) may be issued in to the form of a Definitive Certificate in a denomination less than an integral multiple of $1.00Depositor pursuant to Section 3.10. Such Book-Entry Certificate or Book-Entry Certificates shall initially be registered on the Certificate Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no beneficial owner Certificate Owner (other than Chase Securities Inc.the Depositor) will receive a definitive Definitive Certificate representing such beneficial ownerCertificate Owner's interest in such Trust Certificate, except as provided in Section 3.123.13. Unless and until definitive, fully registered Trust Certificates (the "Definitive Certificates Certificates") have been issued to beneficial owners Certificate Owners pursuant to Section 3.123.13:
(ai) the provisions of this Section 3.10 shall be in full force and effect;
(bii) the Certificate Registrar, the Paying Agent Registrar and the Owner Eligible Lender Trustee shall be entitled to deal with the Clearing Agency and the Clearing Agency Participants for all purposes of this Trust Agreement relating to the Book-Entry Certificates (including the payment of principal of and interest on the Book-Entry Trust Certificates and the giving of instructions or directions to Certificate Owners of Book-Entry Certificateshereunder) as the sole Holder holder of Book-Entry the Trust Certificates and shall have no obligations obligation to the Certificate Owners thereofOwners;
(ciii) to the extent that the provisions of this Section conflict with any other provisions of this Trust Agreement, the provisions of this Section shall control;
(div) the rights of Certificate Owners of the Book-Entry Certificates shall be exercised only through the Clearing Agency (or to the extent Certificateholders are not Clearing Agency Participants, through the Clearing Agency Participants through which such Certificateholders own Book-Entry Certificates), and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency and/or Clearing Agency Participants, and all references in this Agreement to actions by Certificateholders shall refer to actions taken by the Clearing Agency upon instructions from the Clearing Agency Participants, and all references in this Agreement to distributions, notices, reports and statements to Certificateholders shall refer to distributions, notices, reports and statements to the Clearing Agency, as registered holder of the Certificates, as the case may be, for distribution to Certificateholders in accordance with the procedures of the Clearing Agency. Pursuant to the Certificate Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 3.123.13, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Book-Entry Trust Certificates to such Clearing Agency Participants; and
(ev) whenever this Trust Agreement requires or permits actions to be taken based upon instructions or directions of the Holders holders of the Trust Certificates evidencing a specified percentage of the Certificate Balance, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Certificate Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Book-Entry Trust Certificates and has delivered such instructions to the Owner Eligible Lender Trustee.
Appears in 1 contract
Sources: Trust Agreement (Mellon Bank N A)
Book-Entry Certificates. The Certificates, upon original issuance, will Certificates to be issued on the Initial Closing Date (other than those described in Section 3.10) shall be issued as Book Entry Certificates and shall be subject to a Certificate Depository Agreement substantially in the form of a typewritten Certificate or attached as Exhibit E hereto. Such Certificates representing Book-Entry Certificates, to shall be delivered to The Depository Trust CompanyDTC, the initial Clearing Agency, Agency by or on behalf of the Issuer; provided that one Certificate that constitutes the residual portion of the Certificate Balance may be issued in the form of a Definitive Certificate in a denomination less than an integral multiple of $1.00. Such Book-Entry Certificate or Certificates Trust and shall initially be registered on the Certificate Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no beneficial owner such Certificate Owner shall receive a Definitive Certificate. If, and to the extent, so provided in the related Certificate Issuance Order, Certificates to be issued after the Initial Closing Date (other than Chase Securities Inc.those described in Section 3.10) will may be issued in the form of a typewritten certificate or certificates representing Book Entry Certificates. Any such Book Entry Certificate shall be delivered to the Clearing Agency by or on behalf of the Trust and shall be registered on the Certificate Register in the name of the Clearing Agency (or its nominee) and no Certificate Owner shall receive a definitive Certificate representing such beneficial owner's interest in such Definitive Certificate, except as provided in Section 3.12. Unless If and until Definitive to the extent Book Entry Certificates have been issued to beneficial owners pursuant to this Section 3.123.11 with respect to any Certificates:
(a) the provisions of this Section 3.10 3.11 shall be in full force and effect;
(b) the Certificate Registrar, the Paying Agent Registrar and the Owner Trustee shall be entitled to deal with the Clearing Agency and the Clearing Agency Participants for all purposes of this Agreement relating to the Book-Entry Certificates (including the payment distribution of principal of Certificate Balance and interest on the Book-Entry such Certificates and the giving of instructions or directions to Certificate Owners of Book-Entry Certificateshereunder) as the sole Holder of Book-Entry Certificates such Certificates, and shall have no obligations obligation to the Certificate Owners thereofOwners;
(c) to the extent that the provisions of this Section 3.11 conflict with any other provisions of this Agreement, the provisions of this Section 3.11 shall control;
(d) the rights of the Certificate Owners of the Book-Entry Certificates shall be exercised only through the Clearing Agency (or to the extent Certificateholders are not Clearing Agency Participants, through the Clearing Agency Participants through which such Certificateholders own Book-Entry Certificates), and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency and/or Clearing Agency Participants, and all references in this Agreement to actions by Certificateholders shall refer to actions taken by the Clearing Agency upon instructions from the Clearing Agency Participants, and all references in this Agreement to distributions, notices, reports and statements to Certificateholders shall refer to distributions, notices, reports and statements to the Clearing Agency, as registered holder of the Certificates, as the case may be, for distribution to Certificateholders in accordance with the procedures of the Clearing Agency. Pursuant to the Certificate Depository AgreementParticipants and, unless and until Definitive Certificates are issued pursuant to Section 3.123.13, the initial Clearing Agency will shall make book-book entry transfers among the Clearing Agency Participants and receive and transmit payments distributions of principal of Certificate Balance and interest on the Book-Entry such Certificates to such Clearing Agency Participants; and
(e) whenever this Agreement requires or permits actions to be taken based upon instructions or directions of the Holders of Certificates evidencing a specified percentage of the Certificate BalanceVoting Interests, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received written instructions to such effect from Certificate Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Book-Entry Certificates Voting Interests and has delivered such instructions to the Owner Trustee. The Seller or the Owner Trustee may set a record date for the purpose of determining the identity of Holders of Certificates entitled to vote or to consent to any action by vote as provided in this Agreement.
Appears in 1 contract
Book-Entry Certificates. The CertificatesTrust Certificates (other than the Excess Distribution Certificate), upon original issuance, will be issued in the form of a typewritten Trust Certificate or Trust Certificates representing Book-Entry Certificates, to be delivered to The Depository Trust Company, the initial Clearing Agency, by by, or on behalf of of, the IssuerTrust; provided PROVIDED, HOWEVER, that one Definitive Certificate that constitutes the residual portion of the Certificate Balance may (as defined below) shall be issued in to the form of a Definitive Certificate in a denomination less than an integral multiple of $1.00Depositor pursuant to Section 3.10. Such Book-Entry Certificate or Book-Entry Certificates shall initially be registered on the Certificate Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no beneficial owner (other than Chase Securities Inc.) Certificate Owner will receive a definitive Definitive Certificate representing such beneficial ownerCertificate Owner's interest in such Trust Certificate, except as provided in Section 3.123.13. Unless and until definitive, fully registered Trust Certificates (the "Definitive Certificates Certificates") have been issued to beneficial owners Certificate Owners pursuant to Section 3.123.13:
(ai) the provisions of this Section 3.10 shall be in full force and effect;
(bii) the Certificate Registrar, the Paying Agent Registrar and the Owner Eligible Lender Trustee shall be entitled to deal with the Clearing Agency and the Clearing Agency Participants for all purposes of this Agreement relating to the Book-Entry Certificates (including the payment of principal of and interest on the Book-Entry Trust Certificates and the giving of instructions or directions to Certificate Owners of Book-Entry Certificateshereunder) as the sole Holder of Book-Entry Certificates Certificateholder and shall have no obligations obligation to the Certificate Owners thereofOwners;
(ciii) to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control;
(div) the rights of Certificate Owners of the Book-Entry Certificates shall be exercised only through the Clearing Agency (or to the extent Certificateholders are not Clearing Agency Participants, through the Clearing Agency Participants through which such Certificateholders own Book-Entry Certificates), and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency and/or Clearing Agency Participants, and all references in this Agreement to actions by Certificateholders shall refer to actions taken by the Clearing Agency upon instructions from the Clearing Agency Participants, and all references in this Agreement to distributions, notices, reports and statements to Certificateholders shall refer to distributions, notices, reports and statements to the Clearing Agency, as registered holder of the Certificates, as the case may be, for distribution to Certificateholders in accordance with the procedures of the Clearing Agency. Pursuant to the Certificate Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 3.123.13, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Book-Entry Trust Certificates to such Clearing Agency Participants; and
(ev) whenever this Agreement requires or permits actions to be taken based upon instructions or directions of the Holders Certificateholders of Trust Certificates evidencing a specified percentage of the Certificate Balance, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Certificate Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Book-Entry Trust Certificates and has delivered such instructions to the Owner Eligible Lender Trustee.
Appears in 1 contract
Sources: Trust Agreement (First Union Student Loan Trust 1997-1)
Book-Entry Certificates. The Unless otherwise specified in the Agreement, the Class A Certificates, upon original issuance, issuance (except for the Residual Certificate with respect to the Class A Certificates) will be issued in the form of a one or more typewritten Certificate or Certificates certificates representing the Book-Entry Certificates, to be delivered to The Depository Trust CompanyDTC, the initial Clearing Agency, by by, or on behalf of of, the Issuer; provided that one Certificate that constitutes the residual portion of the Certificate Balance may be issued in the form of a Definitive Certificate in a denomination less than an integral multiple of $1.00Seller. Such Book-Entry Certificate The certificate or certificates delivered to DTC evidencing such Class A Certificates shall initially be registered on the Certificate Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no beneficial owner (other than Chase Securities Inc.) Certificate Owner will receive a definitive Certificate certificate representing such beneficial ownerCertificate Owner's interest in such Certificatethe Class A Certificates, except as provided in Section 3.1215.11. Unless otherwise specified in the Agreement, subject to Section 15.11, unless and until definitive, fully registered Class A Certificates (the "Definitive Certificates Certificates") have been issued to beneficial owners Certificate Owners pursuant to Section 3.1215.11:
(ai) the provisions of this Section 3.10 shall be in full force and effect;
(bii) the Certificate RegistrarSeller, the Paying Agent Servicer, the Certificate Registrar and the Owner Trustee shall be entitled to may deal with the Clearing Agency and the Clearing Agency Participants for all purposes of this Agreement relating to the Book-Entry Certificates (including the payment making of principal of and interest distributions on the Book-Entry Certificates and the giving of instructions or directions to Certificate Owners of Book-Entry Class A Certificates) as the sole Holder authorized representative of Book-Entry Certificates and shall have no obligations to the Certificate Owners thereofOwners;
(ciii) to the extent that the provisions of this Section conflict with any other provisions of this the Agreement, the provisions of this Section shall control;
(div) the rights of Certificate Owners of the Book-Entry Certificates shall be exercised only through the Clearing Agency (or to the extent Certificateholders are not Clearing Agency Participants, through procedures established by the Clearing Agency Participants through which such Certificateholders own Book-Entry Certificates), Agency) and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency and/or Clearing Agency Participants, and all references in this Agreement to actions by Certificateholders shall refer to actions taken by the Clearing Agency upon instructions from the Clearing Agency Participants, and all references in this Agreement to distributions, notices, reports and statements to Certificateholders shall refer to distributions, notices, reports and statements to the Clearing Agency, as registered holder of the Certificates, as the case may be, for distribution to Certificateholders in accordance with the procedures of the Clearing Agency. Pursuant to the Certificate Depository AgreementLetter of Representations, unless and until Definitive Certificates are issued pursuant to Section 3.1215.11, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments distributions of principal of and interest on the Book-Entry Class A Certificates to such Clearing Agency Participants; and
(ev) whenever this the Agreement requires or permits actions to be taken based upon instructions or directions of the Holders of Class A Certificates evidencing a specified percentage of the Certificate Balance, Voting Interests thereof the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Certificate Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Book-Entry Class A Certificates and has delivered such instructions to the Owner Trustee.
Appears in 1 contract
Sources: Standard Terms and Conditions Agreement (American Honda Receivables Corp)
Book-Entry Certificates. The Certificates, A Class of Certificates (other than a Certificate of such Class representing any residual portion of the Pool Balance as of the Cut-Off Date) may be issued upon original issuance, will be issued or subsequently reissued, in the form of a typewritten Certificate or Certificates of such Class representing the Book-Entry CertificatesCertificates of such Class, to be delivered to The Depository Trust Company, the initial Clearing Agency, by the Seller or on behalf its behalf. The Certificates of the Issuer; provided that one Certificate that constitutes the residual portion of the Certificate Balance may be issued in the form of a Definitive Certificate in a denomination less than an integral multiple of $1.00. Such Book-Entry Certificate or Certificates such Class shall initially be registered on the Certificate Register in the name of Cede CEDE & Co., the nominee of the initial Clearing Agency, and no beneficial owner (other than Chase Securities Inc.) Certificate Owner of Certificates of such Class will receive a definitive Certificate certificate representing such beneficial ownerCertificate Owner's interest in the Certificates of such CertificateClass, except as provided in Section 3.126.10. Unless and until definitive, fully registered Certificates ("Definitive Certificates Certificates") have been issued to beneficial owners Certificateholders of such Class pursuant to Section 3.126.10:
(ai) the provisions of this Section 3.10 6.8 shall be in full force and effect;
(bii) the Certificate RegistrarSeller, the Paying Agent Servicer and the Owner Trustee shall be entitled to may deal with the Clearing Agency and the Clearing Agency Participants for all purposes of this Agreement relating to the Book-Entry Certificates (including the payment making of principal of and interest distributions on the Book-Entry Certificates of such Class and the giving taking of instructions or directions to actions by the Certificateholders of such Class) as the authorized representatives of the Certificate Owners of Book-Entry Certificates) as the sole Holder of Book-Entry Certificates and shall have no obligations to Certificate Owners thereofsuch Class;
(ciii) to the extent that the provisions of this Section 6.8 conflict with any other provisions of this Agreement, the provisions of this Section 6.8 shall control;
(div) the rights of Certificate Owners of the Book-Entry Certificates of such Class shall be exercised only through the Clearing Agency (or to the extent Certificateholders such Certificate Owners are not Clearing Agency Participants, Participants through the Clearing Agency Participants through which such Certificateholders Certificate Owners own Book-Entry Certificates), ) and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency and/or the Clearing Agency Participants, and all references in this Agreement to actions by Certificateholders of such Class shall refer to actions taken by the Clearing Agency upon instructions from the Clearing Agency Participants, and all references in this Agreement to distributions, notices, reports and statements to Certificateholders of such Class shall refer to distributions, notices, reports and statements to the Clearing AgencyAgency or its nominee, as registered holder Holder of the CertificatesCertificates of such Class, as the case may be, for distribution to Certificateholders Certificate Owners of such Class in accordance with the procedures of the Clearing Agency. Pursuant to the Certificate Depository Agreement, unless and until Definitive Certificates are issued ; and
(v) pursuant to Section 3.12an agreement between the Clearing Agency and the Seller, the initial Clearing Agency will make bookBook-entry Entry transfers among the Clearing Agency Participants and receive and transmit payments distributions of principal of and interest on the Book-Entry Certificates to the Clearing Agency Participants, for distribution by such Clearing Agency Participants; and
(e) whenever this Agreement requires or permits actions Participants to be taken based upon instructions or directions of the Holders of Certificates evidencing a specified percentage of the Certificate Balance, the Clearing Agency shall be deemed to represent Owners of such percentage only to the extent that it has received instructions to such effect from Certificate Owners and/or Clearing Agency Participants owning Class or representing, respectively, such required percentage of the beneficial interest in the Book-Entry Certificates and has delivered such instructions to the Owner Trusteetheir nominees.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Chevy Chase Bank FSB)
Book-Entry Certificates. The Except for the Definitive Certificates issued pursuant to this Agreement, CARAT 200_-__ the Certificates, upon original issuance, will shall be issued in the form of a typewritten printed CARAT 200_-__ Certificate or CARAT 200_-__ Certificates representing Book-Entry Certificates, to be delivered to The Depository Trust Company, the initial Clearing Agency, by or on behalf of the Issuer; provided that one Certificate that constitutes the residual portion of the Certificate Balance may CARAT Trust. Book-Entry Certificates shall be issued in the form of a Definitive Certificate in a denomination less than an integral multiple of $1.00Exhibit A-2. Such Book-Entry CARAT 200_-__ Certificate or CARAT 200_-__ Certificates shall initially be registered on the Certificate Register in the name of Cede & Co., the nominee of the initial Clearing Agency, Agency and no beneficial owner (CARAT 200_-__ Certificate Owner other than Chase Securities Inc.) will the Seller shall receive a definitive CARAT 200_-__ Certificate representing such beneficial ownerCARAT 200_-__ Certificate Owner's interest in such CARAT 200_-__ Certificate, except as provided in Section 3.123.13. Unless and until Definitive Certificates shall have been issued to beneficial owners CARAT 200_-__ Certificate Owners pursuant to Section 3.123.13:
(a) the provisions of this Section 3.10 3.11 shall be in full force and effect;
(b) the Certificate Registrar, the Paying Agent Registrar and the CARAT Owner Trustee shall be entitled to deal with the Clearing Agency and the Clearing Agency Participants for all purposes of this Agreement relating to the Book-Entry Certificates (including the payment of principal of and interest on the Book-Entry Certificates and the giving of instructions or directions to Certificate Owners of Book-Entry Certificateshereunder) as the sole Holder of Book-Entry Certificates the CARAT 200_-__ Certificate, and shall have no obligations obligation to the CARAT 200_-__ Certificate Owners thereofOwners;
(c) to the extent that the provisions of this Section 3.11 conflict with any other provisions of this Agreement, the provisions of this Section 3.11 shall control;
(d) the rights of the CARAT 200_-__ Certificate Owners of the Book-Entry Certificates shall be exercised only through the Clearing Agency (or to the extent Certificateholders are not Clearing Agency Participants, through the Clearing Agency Participants through which such Certificateholders own Book-Entry Certificates), and shall be limited to those established by law and agreements between such CARAT 200_-__ Certificate Owners and the Clearing Agency and/or Clearing Agency Participants, and all references in this Agreement to actions by Certificateholders shall refer to actions taken by the Clearing Agency upon instructions from the Clearing Agency Participants, and all references in this Agreement to distributions, notices, reports and statements to Certificateholders shall refer to distributions, notices, reports and statements to the Clearing Agency, as registered holder of the Certificates, as the case may be, for distribution to Certificateholders in accordance with the procedures of the Clearing Agency. Pursuant to the Certificate Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 3.123.13, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Book-Entry CARAT 200_-__ Certificates to such Clearing Agency Participants; and;
(e) whenever this Agreement requires or permits actions to be taken based upon instructions or directions of the Holders of CARAT 200_-__ Certificates evidencing a specified percentage of the Certificate BalanceVoting Interests, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from CARAT 200_-__ Certificate Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Book-Entry Certificates Voting Interests and has delivered such instructions to the CARAT Owner Trustee; provided, however, that the provisions of this Section 3.11 shall not be applicable in respect of CARAT 200_-__ Certificates issued to the Seller. The Seller or the CARAT Owner Trustee may set a record date for the purpose of determining the identity of Holders of CARAT 200_-__ Certificates entitled to vote or to consent to any action by vote as provided in this Agreement.
Appears in 1 contract
Book-Entry Certificates. The Except for the Certificates issued to the Seller, the Certificates, upon original issuance, will shall be issued in the form of a typewritten printed Certificate or Certificates representing Book-Entry Certificates, to be delivered to The Depository Trust Company, the initial Clearing Agency, Agency by or on behalf of the Issuer; provided that one Certificate that constitutes the residual portion of the Certificate Balance may be issued in the form of a Definitive Certificate in a denomination less than an integral multiple of $1.00Trust. Such Book-Entry Certificate or Certificates shall initially be registered on the Certificate Register in the name of Cede & Co., the nominee of the initial Clearing Agency, Agency and no beneficial owner (other than Chase Securities Inc.) will Certificate Owner shall receive a definitive Certificate representing such beneficial ownerCertificate Owner's interest in such Certificate, except as provided in Section 3.123.13. Unless and until definitive fully registered Certificates (the "Definitive Certificates Certificates") shall have been issued to beneficial owners Certificate Owners pursuant to Section 3.123.13:
(a) the provisions of this Section 3.10 3.11 shall be in full force and effect;
(b) the Certificate Registrar, the Paying Agent Registrar and the Owner Trustee shall be entitled to deal with the Clearing Agency and the Clearing Agency Participants for all purposes of this Agreement relating to the Book-Entry Certificates (including the payment of principal of and interest on the Book-Entry Certificates and the giving of instructions or directions to Certificate Owners of Book-Entry Certificateshereunder) as the sole Holder of Book-Entry Certificates the Certificate, and shall have no obligations obligation to the Certificate Owners thereofOwners;
(c) to the extent that the provisions of this Section 3.11 conflict with any other provisions of this Agreement, the provisions of this Section 3.11 shall control;
(d) the rights of the Certificate Owners of the Book-Entry Certificates shall be exercised only through the Clearing Agency (or to the extent Certificateholders are not Clearing Agency Participants, through the Clearing Agency Participants through which such Certificateholders own Book-Entry Certificates), and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency and/or Clearing Agency Participants, and all references in this Agreement to actions by Certificateholders shall refer to actions taken by the Clearing Agency upon instructions from the Clearing Agency Participants, Participants and all references in this Agreement to distributions, notices, reports and statements to Certificateholders shall refer to distributions, notices, reports and statements to the Clearing Agency, as registered holder of the Certificates, as the case may be, for distribution to Certificateholders in accordance with the procedures of the Clearing Agency. Pursuant pursuant to the Certificate Depository AgreementAgreement in the form attached as Exhibit C, unless and until Definitive Certificates are issued pursuant to Section 3.123.13, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Book-Entry Certificates to such Clearing Agency Participants; and;
(e) whenever this Agreement requires or permits actions to be taken based upon instructions or directions of the Holders of Certificates evidencing a specified percentage of the Certificate BalanceVoting Interests, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Certificate Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Book-Entry Certificates Voting Interests and has delivered such instructions to the Owner Trustee; provided, however, that the provisions of this Section 3.11 shall not be applicable in respect of Certificates issued to the Seller. The Seller or the Owner Trustee may set a record date for the purpose of determining the identity of Holders of Certificates entitled to vote or to consent to any action by vote as provided in this Agreement.
Appears in 1 contract
Book-Entry Certificates. The CertificatesClass A Certificates and, upon original issuanceif so specified in this Agreement, will the Class B Certificates may be issued in the form of a one or more typewritten Certificate or Certificates representing Book-Entry Certificates, to be delivered by, or on behalf of, the Depositor to The Depository Trust Company, the initial Clearing Agency, by or on behalf of which, unless otherwise specified in this Agreement, shall be The Depository Trust Company. In such case, the Issuer; provided that one Certificate that constitutes Certificates delivered to the residual portion of the Certificate Balance may be issued in the form of a Definitive Certificate in a denomination less than an integral multiple of $1.00. Such Book-Entry Certificate or Certificates Depository Trust Company shall initially be registered on the Certificate Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no beneficial owner (other than Chase Securities Inc.) Certificate Owner will receive a definitive Certificate certificate representing such beneficial ownerCertificate Owner's interest in such Certificatethe Certificates, except as provided in Section 3.126.10. Unless and until definitive, fully registered Certificates (the "Definitive Certificates Certificates") have been issued to beneficial owners such Certificate Owners pursuant to Section 3.126.10:
(ai) the provisions of this Section 3.10 shall be in full force and effect;
(bii) the Certificate RegistrarDepositor, the Paying Agent Servicer, the Certificate Registrar and the Owner Trustee shall be entitled to may deal with the Clearing Agency and the Clearing Agency Participants for all purposes of this Agreement relating to the Book-Entry Certificates (including the payment making of principal of and interest distributions on the Book-Entry Certificates and the giving of instructions or directions to Certificate Owners of Book-Entry such Certificates) as the sole Holder of Book-Entry such Certificates and shall have no obligations obligation to the related Certificate Owners thereofOwners;
(ciii) to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control;
(div) the rights of such Certificate Owners of the Book-Entry Certificates shall be exercised only through the Clearing Agency (or to the extent Certificateholders are not Clearing Agency Participants, through the Clearing Agency Participants through which such Certificateholders own Book-Entry Certificates), and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency and/or Clearing Agency Participants, and all references in this Agreement to actions by Certificateholders shall refer to actions taken by the Clearing Agency upon instructions from the Clearing Agency Participants, and all references in this Agreement to distributions, notices, reports and statements to Certificateholders shall refer to distributions, notices, reports and statements to the Clearing Agency, as registered holder of the Certificates, as the case may be, for distribution to Certificateholders in accordance with the procedures of the Clearing Agency. Pursuant to the Certificate Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 3.126.10, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments distributions of principal of and interest on the Book-Entry such Certificates to such Clearing Agency Participants; and
(ev) whenever this Agreement requires or permits actions to be taken based upon instructions or directions of the Holders of Certificates evidencing a specified percentage of the Certificate Balance, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Certificate Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Book-Entry such Certificates and has delivered such instructions to the Owner Trustee.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Ml Asset Backed Corp)
Book-Entry Certificates. The (a) Each Class of Book-Entry Certificates, upon original issuance, will shall be issued in the form of a one or more typewritten Certificate or Certificates representing the Book-Entry Certificates, to be delivered to The Depository Trust Company, or its custodian, the initial Clearing Agency, by by, or on behalf of of, the Issuer; provided that one Certificate that constitutes the residual portion of the Certificate Balance may be issued in the form of a Definitive Certificate in a denomination less than an integral multiple of $1.00Depositor. Such The Book-Entry Certificate or Certificates shall initially be registered on the Certificate Register in the name of Cede & Co., the initial nominee of the Clearing Agency, and no beneficial owner (other than Chase Securities Inc.) Certificate Owner will receive a definitive Certificate certificate representing such beneficial owner's Certificate Owner’s interest in such Certificatethe Book-Entry Certificates, except as provided in Section 3.123.09(c). Unless and until Definitive Certificates have been issued to beneficial owners Certificate Owners of Book-Entry Certificates pursuant to Section 3.12:3.09(c):
(ai) the provisions of this Section 3.10 3.09 shall be in full force and effect;
(bii) the Certificate RegistrarDepositor, the Master Servicer, the Paying Agent Agent, the Certificate Registrar and the Owner Trustee shall be entitled to may deal with the Clearing Agency and the Clearing Agency Participants for all purposes of this Agreement relating to the Book-Entry Certificates (including the payment making of principal of and interest distributions on the Book-Entry Certificates and the giving of instructions or directions to Certificate Owners of Book-Entry Certificates) as the sole Holder authorized representatives of Book-Entry Certificates and shall have no obligations to the Certificate Owners thereofand the Clearing Agency shall be responsible for crediting the amount of such distributions to the accounts of such Persons entitled thereto, in accordance with the Clearing Agency’s normal procedures;
(ciii) to the extent that the provisions of this Section 3.09 conflict with any other provisions of this Agreement, the provisions of this Section 3.09 shall control;; and
(div) the rights of Certificate Owners of the Book-Entry Certificates shall be exercised only through the Clearing Agency (or to the extent Certificateholders are not Clearing Agency Participants, through and the Clearing Agency Participants through which such Certificateholders own Book-Entry Certificates), and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency and/or Clearing Agency Participants, and all references in this Agreement to actions by Certificateholders shall refer to actions taken by the Clearing Agency upon instructions from the Clearing Agency Participants, and all references in this Agreement to distributions, notices, reports and statements to Certificateholders shall refer to distributions, notices, reports and statements to the Clearing Agency, as registered holder of the Certificates, as the case may be, for distribution to Certificateholders in accordance with the procedures of the Clearing Agency. Pursuant to the Certificate Depository Agreement, unless Unless and until Definitive Certificates are issued pursuant to Section 3.123.09(c), the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments distributions of principal of and interest on the Book-Entry Certificates to such Clearing Agency Participants; and.
(eb) whenever Whenever notice or other communication to the Certificateholders is required under this Agreement requires or permits actions Agreement, unless and until Definitive Certificates shall have been issued to Certificate Owners pursuant to Section 3.09(c), the Trustee shall give all such notices and communications specified herein to be taken based upon instructions or directions given to Holders of the Holders Book-Entry Certificates to the Clearing Agency.
(c) If (i) (A) the Depositor advises the Trustee in writing that the Clearing Agency is no longer willing or able to discharge properly its responsibilities with respect to the Book-Entry Certificates, and (B) the Trustee or the Depositor is unable to locate a qualified successor or (ii) after the occurrence of an Event of Default, Certificate Owners representing beneficial interests aggregating not less than 50% of the Class Principal Amount of a Class of Book-Entry Certificates evidencing identified as such to the Trustee by an Officer’s Certificate from the Clearing Agency advise the Trustee and the Clearing Agency through the Clearing Agency Participants in writing that the continuation of a specified percentage book-entry system through the Clearing Agency is no longer in the best interests of the Certificate BalanceOwners of a Class of Book-Entry Certificates, the Trustee shall notify or cause the Certificate Registrar to notify the Clearing Agency to effect notification to all Certificate Owners, through the Clearing Agency, of the occurrence of any such event and of the availability of Definitive Certificates to Certificate Owners requesting the same. Upon surrender to the Trustee of the Book-Entry Certificates by the Clearing Agency, accompanied by registration instructions from the Clearing Agency for registration, the Trustee shall issue the Definitive Certificates. Neither the Transferor nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates all references herein to obligations imposed upon or to be performed by the Clearing Agency shall be deemed to represent such percentage only be imposed upon and performed by the Trustee, to the extent that it has received instructions applicable, with respect to such effect from Certificate Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage Definitive Certificates and the Trustee shall recognize the holders of the beneficial interest in the Book-Entry Definitive Certificates and has delivered such instructions to the Owner Trusteeas Certificateholders hereunder.
Appears in 1 contract
Book-Entry Certificates. The CertificatesCertificates (other than a Certificate representing any residual portion of the Original Pool Balance), upon original issuance, will shall be issued in the form of a typewritten Certificate or Certificates representing the Book-Entry Certificates, to be delivered to The Depository Trust Company, the initial Clearing Agency, by the Seller or on behalf of the Issuer; provided that one Certificate that constitutes the residual portion of the Certificate Balance may be issued in the form of a Definitive Certificate in a denomination less than an integral multiple of $1.00its behalf. Such Book-Entry Certificate or The Certificates shall initially be registered on the Certificate Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no beneficial owner (other than Chase Securities Inc.) Certificate Owner will receive a definitive Certificate certificate representing such beneficial ownerCertificate Owner's interest in such Certificatethe Certificates, except as provided in Section 3.125.10. Unless and until definitive, fully registered Certificates ("Definitive Certificates Certificates") have been issued to beneficial owners Certificateholders pursuant to Section 3.125.10:
(ai) the provisions of this Section 3.10 5.8 shall be in full force and effect;
(bii) the Certificate RegistrarSeller, the Servicer, the Paying Agent, the Transfer Agent and Certificate Registrar and the Owner Trustee shall be entitled to may deal exclusively with the Clearing Agency for all purposes (including the making of distributions in respect of the Certificates and the taking of actions by the Certificateholders) as the authorized representative of the Clearing Agency Participants for all purposes of this Agreement relating to the Book-Entry Certificates (including the payment of principal of and interest on the Book-Entry Certificates and the giving of instructions or directions to Certificate Owners of Book-Entry Certificates) as the sole Holder of Book-Entry Certificates and shall have no obligations to Certificate Owners thereofOwners;
(ciii) to the extent that the provisions of this Section 5.8 conflict with any other provisions of this Agreement, the provisions of this Section 5.8 shall control;
(div) the rights of Certificate Owners of the Book-Entry Certificates shall be exercised only through the Clearing Agency (or to the extent Certificateholders Certificate Owners are not Clearing Agency Participants, Participants through the Clearing Agency Participants through which such Certificateholders Certificate Owners own Book-Entry Certificates), ) and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency and/or the Clearing Agency Participants, Participants and all references in this Agreement to actions by Certificateholders shall refer to actions taken by the Clearing Agency upon instructions from the Clearing Agency Participants, and all 50 references in this Agreement to distributions, notices, reports and statements to Certificateholders shall refer to distributions, notices, reports and statements to the Clearing AgencyAgency or its nominee, as registered holder of the Certificates, as the case may be, for distribution to Certificateholders Certificate Owners in accordance with the procedures of the Clearing Agency. Pursuant ; and
(v) pursuant to the Certificate Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 3.12, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments distributions of principal of and interest on the Book-Entry Certificates to the Clearing Agency Participants, for distribution by such Clearing Agency Participants; and
(e) whenever Participants to the Certificate Owners or their nominees. The Clearing Agency Participants shall have no rights under this Agreement requires under or permits actions with respect to be taken based upon instructions or directions any of the Holders of Certificates evidencing a specified percentage of held on their behalf by the Certificate BalanceClearing Agency, and the Clearing Agency shall may be deemed to represent such percentage only to treated by the extent that it has received instructions to such effect from Certificate Owners and/or Clearing Agency Participants owning or representingTrustee, respectivelyand its agents, such required percentage employees, officers and directors, as the absolute owner of the beneficial interest in the Book-Entry Certificates and has delivered such instructions to the Owner Trusteefor all purposes whatsoever.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Onyx Acceptance Financial Corp)
Book-Entry Certificates. The Trust Certificates, upon original issuance, will be issued in the form of a typewritten Trust Certificate or Trust Certificates representing Book-Book- Entry Certificates, to be delivered to The the Depository Trust Company, the initial Clearing Agency, by by, or on behalf of of, the IssuerTrust; provided provided, HOWEVER, that one Definitive Certificate that constitutes the residual portion (as defined below) of the Certificate Balance each Class may be issued in to TMS Student Holdings, Inc. pursuant to Section 3.11 and the form of a Definitive Certificate in a denomination less than an integral multiple of $1.00Purchase Agreement. Such Book-Entry Certificate or Book- Entry Certificates shall initially be registered on the Certificate Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no beneficial owner Certificate Owner (other than Chase Securities TMS Student Holdings, Inc.) will receive a definitive Definitive Certificate representing such beneficial ownerCertificate Owner's interest in such Trust Certificate, except as provided in Section 3.123.14. Unless and until definitive, fully registered Trust Certificates (the "Definitive Certificates Certificates") have been issued to beneficial owners Certificate Owners pursuant to Section 3.123.14 and except for the Trust Certificates issued to TMS Student Holdings, Inc. pursuant to Section 3.11:
(ai) the provisions of this Section 3.10 shall be in full force and effect;
(bii) the Certificate Registrar, the Paying Agent Registrar and the Owner Eligible Lender Trustee shall be entitled to deal with the Clearing Agency and the Clearing Agency Participants for all purposes of this Agreement relating to the Book-Entry Certificates (including the payment of principal of and interest on the Book-Entry Trust Certificates and the giving of instructions or directions to Certificate Owners of Book-Entry Certificateshereunder) as the sole Holder of Book-Entry Certificates Certificateholder and shall have no obligations obligation to the Certificate Owners thereofOwners;
(ciii) to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control;
(div) the rights of Certificate Owners of the Book-Entry Certificates shall be exercised only through the Clearing Agency (or to the extent Certificateholders are not Clearing Agency Participants, through the Clearing Agency Participants through which such Certificateholders own Book-Entry Certificates), and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency and/or Clearing Agency Participants, and all references in this Agreement to actions by Certificateholders shall refer to actions taken by the Clearing Agency upon instructions from the Clearing Agency Participants, and all references in this Agreement to distributions, notices, reports and statements to Certificateholders shall refer to distributions, notices, reports and statements to the Clearing Agency, as registered holder of the Certificates, as the case may be, for distribution to Certificateholders in accordance with the procedures of the Clearing Agency. Pursuant to the Certificate Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 3.123.14, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Book-Entry Trust Certificates to such Clearing Agency Participants; and
(ev) whenever this Agreement requires or permits actions to be taken based upon instructions or directions of the Holders Certificateholders of Trust Certificates evidencing a specified percentage of the Certificate Balance, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Certificate Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Book-Entry Trust Certificates and has delivered such instructions to the Owner Eligible lender Trustee.
Appears in 1 contract
Book-Entry Certificates. The Certificates, upon original issuance, will be issued (a) Except as otherwise provided in the form subsections (b) and (c) of a typewritten Certificate or Certificates representing Book-Entry Certificates, to be delivered to The Depository Trust Companythis Section 2.07, the initial Clearing Agency, by or on behalf of the Issuer; provided that one Certificate that constitutes the residual portion of the Certificate Balance may be issued in the form of a Definitive Certificate in a denomination less than an integral multiple of $1.00. Such Book-Entry Certificate or Certificates initially executed and delivered hereunder shall initially be registered on the Certificate Register in the name of Cede & Co., as nominee for DTC, or such other nominee as DTC may request. Payment of the initial Clearing Agencyprincipal and interest with respect to each Certificate registered in the name of Cede & Co. shall be made to the account, in the manner and no beneficial owner (other than Chase Securities Inc.) will receive a definitive Certificate representing such beneficial owner's interest at the address indicated in such Certificate, except as provided in Section 3.12. Unless and until Definitive Certificates have been issued to beneficial owners or pursuant to Section 3.12:
(a) the provisions Letter of this Section 3.10 shall be in full force and effect;Representations.
(b) The Certificates executed and delivered hereunder shall be in the Certificate Registrarform of a single executed fully registered certificate for each maturity. Upon initial execution of any Certificates, the Paying Agent ownership of all such Certificates shall be registered in the registration books maintained by the Trustee pursuant to Section 2.08 in the name of Cede & Co., as nominee of DTC, or such other nominee as DTC may request. The Trustee, the Corporation and the Owner Trustee shall be entitled to deal with the Clearing Agency and the Clearing Agency Participants for all purposes of this Agreement relating to the Book-Entry Certificates City may treat DTC (including the payment of principal of and interest on the Book-Entry Certificates and the giving of instructions or directions to Certificate Owners of Book-Entry Certificatesits nominee) as the sole Holder and exclusive owner of Book-Entry the Certificates registered in its name for the purposes of payment of the principal and interest with respect to such Certificates, selecting any Certificates or portions thereof to be prepaid, giving any notice permitted or required to be given to an Owner hereunder, registering the transfer of Certificates, obtaining any consent or other action to be taken by the Owners and for all other purposes whatsoever; and neither the Trustee, the Corporation nor the City shall be affected by any notice to the contrary. Neither the Trustee nor the City shall have no obligations any responsibility or obligation to Certificate any Participant (which shall mean, for purposes of this Section 2.07, securities brokers and dealers, banks, trust companies, clearing corporations and other entities, some of whom directly or indirectly own DTC), any person claiming a beneficial ownership interest in the Certificates under or through DTC or any Participant, or any other person which is not shown on the registration records as being an Owner, with respect to (i) the accuracy of any records maintained by DTC or any Participant, (ii) the payment by DTC or any Participant of any amount in respect of the principal or interest evidenced by such Certificates, (iii) any notice which is permitted or required to be given to the Owners thereof;hereunder, (iv) the selection by DTC or any Participant of any person to receive payment in the event, if any, of a partial prepayment of the Certificates, or (v) any consent given or other action taken by DTC as Owner. The Trustee shall pay all principal and premium, if any, and interest with respect to the Certificates only at the times, to the accounts, at the addresses and otherwise in accordance with the Representation Letter. Upon delivery by DTC to the Trustee of written notice to the effect that DTC has determined to substitute a new nominee in place of its then existing nominee, the Certificates will be transferable to such new nominee in accordance with subsection (f) of this Section 2.07.
(c) to In the extent event that the provisions City determines that it is in the best interests of the beneficial owners of the Certificates that they be able to obtain Certificates, the Trustee shall, upon the written instruction of the City, so notify DTC, whereupon DTC shall notify the Participants of the availability through DTC of Certificates. In such event, the Certificates will be transferable in accordance with subsection (f) of this Section conflict 2.07. DTC may determine to discontinue providing its services with respect to the Certificates at any time by giving written notice of such discontinuance to the City and the Trustee and discharging its responsibilities with respect thereto under applicable law. In such event, the Certificates will be transferable in accordance with subsection (f) of this Section 2.07. Whenever DTC requests the City and the Trustee to do so, the Trustee and the City will cooperate with DTC in taking appropriate action after reasonable notice to arrange for another securities depository to maintain custody of all certificates evidencing the Certificates then Outstanding. In such event, the Certificates will be transferable to such securities depository in accordance with subsection (f) of this Section 2.07, and thereafter, all reference in this Trust Agreement to DTC or its nominee shall be deemed to refer to such successor securities depository and its nominee, as appropriate.
(d) Notwithstanding any other provision of this Trust Agreement to the contrary, so long as all Certificates Outstanding are registered in the name of any nominee of DTC, all payments with respect to the principal and interest evidenced by each such Certificate and all notices with respect to each such Certificate shall be made and given, respectively, to DTC as provided in the Representation Letter.
(e) The City shall execute and deliver the Representation Letter and, in connection with any other successor nominee for DTC and any successor depository, enter into comparable arrangements, and shall have the same rights with respect to its actions thereunder as it has with respect to its actions under this Trust Agreement.
(f) In the event that any transfer or exchange of Certificates is authorized under subsection (b) or (c) of this Section 2.07, such transfer or exchange shall be accomplished upon receipt by the Trustee from the registered owner thereof of the Certificates to be transferred or exchanged and appropriate instruments of transfer to the permitted transferee, all in accordance with the applicable provisions of this AgreementSection 2.06. In the event Certificates are issued to holders other than Cede & Co., its successor as nominee for DTC as holder of all the Certificates, another securities depository as holder of all the Certificates, or the nominee of such successor securities depository, the provisions of this Section Trust Agreement shall control;
(d) also apply to, among other things, the rights of Certificate Owners registration, exchange and transfer of the Book-Entry Certificates shall be exercised only through and the Clearing Agency (or method of payment of principal, premium, if any, and interest with respect to the extent Certificateholders are not Clearing Agency Participants, through the Clearing Agency Participants through which such Certificateholders own Book-Entry Certificates), and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency and/or Clearing Agency Participants, and all references in this Agreement to actions by Certificateholders shall refer to actions taken by the Clearing Agency upon instructions from the Clearing Agency Participants, and all references in this Agreement to distributions, notices, reports and statements to Certificateholders shall refer to distributions, notices, reports and statements to the Clearing Agency, as registered holder of the Certificates, as the case may be, for distribution to Certificateholders in accordance with the procedures of the Clearing Agency. Pursuant to the Certificate Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 3.12, the initial Clearing Agency will make book-entry transfers among Clearing Agency Participants and receive and transmit payments of principal of and interest on the Book-Entry Certificates to such Clearing Agency Participants; and
(e) whenever this Agreement requires or permits actions to be taken based upon instructions or directions of the Holders of Certificates evidencing a specified percentage of the Certificate Balance, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Certificate Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Book-Entry Certificates and has delivered such instructions to the Owner Trustee.
Appears in 1 contract
Sources: Trust Agreement
Book-Entry Certificates. The (a) Each Class of Book-Entry Certificates, upon original issuance, will shall be issued in the form of a one or more typewritten Certificate or Certificates representing the Book-Entry Certificates, to be delivered to . The Depository Trust Company, the initial Clearing Agency, by or on behalf of the Issuer; provided that one Certificate that constitutes the residual portion of the Certificate Balance may be issued in the form of a Definitive Certificate in a denomination less than an integral multiple of $1.00. Such Book-Entry Certificate or Certificates shall initially be registered on the Certificate Register in the name of Cede & Co., the initial nominee of the Clearing Agency, and no beneficial owner (other than Chase Securities Inc.) Certificate Owner will receive a definitive Certificate certificate representing such beneficial owner's Certificate Owner’s interest in such Certificatethe Book-Entry Certificates, except as provided in Section 3.123.09(c). Unless and until Definitive Certificates have been issued to beneficial owners Certificate Owners of Book-Entry Certificates pursuant to Section 3.12:3.09(c):
(ai) the provisions of this Section 3.10 3.09 shall be in full force and effect;
(bii) the Certificate RegistrarDepositor, the Master Servicer, the Securities Administrator, the Paying Agent Agent, the Registrar, any NIMS Insurer and the Owner Trustee shall be entitled to may deal with the Clearing Agency and the Clearing Agency Participants for all purposes of this Agreement relating to the Book-Entry Certificates (including the payment making of principal of and interest distributions on the Book-Entry Certificates and the giving of instructions or directions to Certificate Owners of Book-Book Entry Certificates) as the sole Holder authorized representatives of Book-Entry Certificates and shall have no obligations to the Certificate Owners thereofand the Clearing Agency shall be responsible for crediting the amount of such distributions to the accounts of such Persons entitled thereto, in accordance with the Clearing Agency’s normal procedures;
(ciii) to the extent that the provisions of this Section 3.09 conflict with any other provisions of this Agreement, the provisions of this Section 3.09 shall control;; and
(div) the rights of Certificate Owners of the Book-Entry Certificates shall be exercised only through the Clearing Agency (or to the extent Certificateholders are not Clearing Agency Participants, through and the Clearing Agency Participants through which such Certificateholders own Book-Entry Certificates), and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency and/or Clearing Agency Participants, and all references in this Agreement to actions by Certificateholders shall refer to actions taken by the Clearing Agency upon instructions from the Clearing Agency Participants, and all references in this Agreement to distributions, notices, reports and statements to Certificateholders shall refer to distributions, notices, reports and statements to the Clearing Agency, as registered holder of the Certificates, as the case may be, for distribution to Certificateholders in accordance with the procedures of the Clearing Agency. Pursuant to the Certificate Depository Agreement, unless Unless and until Definitive Certificates are issued pursuant to Section 3.123.09(c), the initial Clearing Agency will make book-book entry transfers among the Clearing Agency Participants and receive and transmit payments distributions of principal of and interest on the Book-Entry Certificates to such Clearing Agency Participants; and.
(eb) whenever Whenever notice or other communication to the Certificateholders is required under this Agreement requires or permits actions Agreement, unless and until Definitive Certificates shall have been issued to Certificate Owners pursuant to Section 3.09(c), the Trustee shall give all such notices and communications specified herein to be taken based upon instructions or directions given to Holders of the Holders Book-Entry Certificates to the Clearing Agency.
(c) If (i) (A) the Depositor advises the Trustee in writing that the Clearing Agency is no longer willing or able to discharge properly its responsibilities with respect to the Book-Entry Certificates, and (B) the Depositor is unable to locate a qualified successor, (ii) the Depositor, at its option, advises the Trustee in writing that it elects to terminate the book entry system through the Clearing Agency or (iii) after the occurrence of an Event of Default, Certificate Owners representing beneficial interests aggregating not less than 50% of the Class Principal Amount of a Class of Book-Entry Certificates evidencing identified as such to the Trustee by an Officer’s Certificate from the Clearing Agency advise the Trustee and the Clearing Agency through the Clearing Agency Participants in writing that the continuation of a specified percentage book-entry system through the Clearing Agency is no longer in the best interests of the Certificate BalanceOwners of a Class of Book-Entry Certificates, the Trustee shall notify any NIMS Insurer and shall notify or cause the Certificate Registrar to notify the Clearing Agency to effect notification to all Certificate Owners, through the Clearing Agency, of the occurrence of any such event and of the availability of Definitive Certificates to Certificate Owners requesting the same. Upon surrender to the Trustee of the Book-Entry Certificates by the Clearing Agency, accompanied by registration instructions from the Clearing Agency for registration, the Trustee shall issue the Definitive Certificates. Neither the Depositor nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates all references herein to obligations imposed upon or to be performed by the Clearing Agency shall be deemed to represent such percentage only be imposed upon and performed by the Trustee, to the extent that it has received instructions applicable, with respect to such effect from Certificate Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage Definitive Certificates and the Trustee shall recognize the holders of the beneficial interest Definitive Certificates as Certificateholders hereunder. Notwithstanding the foregoing, the Trustee, upon the instruction of the Depositor, shall have the right to issue Definitive Certificates on the Closing Date in the Book-Entry Certificates and has delivered such instructions to the Owner Trusteeconnection with credit enhancement programs.
Appears in 1 contract
Sources: Trust Agreement (Structured Asset Sec Corp Mort Pass THR Cert Ser 2003-Bc13)
Book-Entry Certificates. The Certificates, upon original issuance, will be issued in the form of a typewritten Certificate or Certificates representing Book-Entry Certificates, to be delivered to The Depository Trust Company, the initial Clearing Agency, by or on behalf of the Issuer; provided that one Certificate that constitutes the residual portion of the Certificate Balance may be issued in the form of a Definitive Certificate in a denomination less than an integral multiple of $1.001,000. Such Book-Entry Certificate or Certificates shall initially be registered on the Certificate Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no beneficial owner (other than Chase Securities Inc.) will receive a definitive Certificate representing such beneficial owner's interest in such Certificate, except as provided in Section 3.12. Unless and until Definitive Certificates have been issued to beneficial owners pursuant to Section 3.12:
(a) the provisions of this Section 3.10 shall be in full force and effect;
(b) the Certificate Registrar, the Paying Agent and the Owner Trustee shall be entitled to deal with the Clearing Agency and the Clearing Agency Participants for all purposes of this Agreement relating to the Book-Entry Certificates (including the payment of principal of and interest on the Book-Entry Certificates and the giving of instructions or directions to Certificate Owners of Book-Entry Certificates) as the sole Holder of Book-Entry Certificates and shall have no obligations to Certificate Owners thereof;
(c) to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control;
(d) the rights of Certificate Owners of the Book-Entry Certificates shall be exercised only through the Clearing Agency (or to the extent Certificateholders are not Clearing Agency Participants, through the Clearing Agency Participants through which such Certificateholders own Book-Entry Certificates), and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency and/or Clearing Agency Participants, and all references in this Agreement to actions by Certificateholders shall refer to actions taken by the Clearing Agency upon instructions from the Clearing Agency Participants, and all references in this Agreement to distributions, notices, reports and statements to Certificateholders shall refer to distributions, notices, reports and statements to the Clearing Agency, as registered holder of the Certificates, as the case may be, for distribution to Certificateholders in accordance with the procedures of the Clearing Agency. Pursuant to the Certificate Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 3.12, the initial Clearing Agency will make book-entry transfers among Clearing Agency Participants and receive and transmit payments of principal of and interest on the Book-Entry Certificates to such Clearing Agency Participants; and
(e) whenever this Agreement requires or permits actions to be taken based upon instructions or directions of the Holders of Certificates evidencing a specified percentage of the Certificate Balance, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Certificate Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Book-Entry Certificates and has delivered such instructions to the Owner Trustee.
Appears in 1 contract
Book-Entry Certificates. The Trust Certificates, upon original issuance, will be issued in the form of a typewritten Trust Certificate or Trust Certificates representing Book-Entry Certificates, to be delivered to The Depository Trust Company, the initial Clearing Agency, by by, or on behalf of of, the Issuer; provided that one Certificate that constitutes the residual portion of the Certificate Balance may be issued in the form of a Definitive Certificate in a denomination less than an integral multiple of $1.00Trust. Such Book-Entry Certificate or Book-Entry Certificates shall initially be registered on the Certificate Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no beneficial Certificate owner (other than Chase Securities Inc.) will receive a definitive Definitive Certificate representing such beneficial ownerCertificate Owner's interest in such Trust Certificate, except as provided in Section 3.12. Unless and until definitive, fully registered Trust Certificates (the "Definitive Certificates Certificates") have been issued to beneficial Certificate owners pursuant to Section 3.12:
(ai) the provisions of this Section 3.10 shall be in full force and effect;
(bii) the Certificate Registrar, the Paying Agent Registrar and the Owner Eligible Lender Trustee shall be entitled to deal with the Clearing Agency and the Clearing Agency Participants for all purposes of this Agreement relating to the Book-Entry Certificates (including the payment of principal of and interest on the Book-Entry Trust Certificates and the giving of instructions or directions to Certificate Owners of Book-Entry Certificateshereunder) as the sole Holder of Book-Entry Certificates Certificateholder and shall have no obligations obligation to the Certificate Owners thereofowners;
(ciii) to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control;
(div) the rights of Certificate Owners of the Book-Entry Certificates shall be exercised only through the Clearing Agency (or to the extent Certificateholders are not Clearing Agency Participants, through the Clearing Agency Participants through which such Certificateholders own Book-Entry Certificates), and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency and/or Clearing Agency Participants, and all references in this Agreement to actions by Certificateholders shall refer to actions taken by the Clearing Agency upon instructions from the Clearing Agency Participants, and all references in this Agreement to distributions, notices, reports and statements to Certificateholders shall refer to distributions, notices, reports and statements to the Clearing Agency, as registered holder of the Certificates, as the case may be, for distribution to Certificateholders in accordance with the procedures of the Clearing Agency. Pursuant to the Certificate Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 3.12, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments distribution in respect of principal of the Certificate Balance and interest return on the Book-Entry Trust Certificates to such Clearing Agency Participants; and
(ev) whenever this Agreement requires or permits actions to be taken based upon instructions or directions of the Holders Certificateholders of Trust Certificates evidencing a specified percentage of the Certificate Balance, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Certificate Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Book-Entry Certificates and has delivered such instructions to the Owner Trustee.Trust
Appears in 1 contract
Sources: Trust Agreement (SLM Funding Corp)
Book-Entry Certificates. The Class A-1 Certificates, the Class A-2 Certificates and the Class A-3 Certificates, upon original issuance, issuance will be issued in the form of a one or more typewritten Certificate or Certificates certificates representing the Book-Entry Certificates, to be delivered to The Depository Trust CompanyDTC, the initial Clearing Agency, by by, or on behalf of of, the Issuer; provided that one Certificate that constitutes the residual portion of the Certificate Balance may be issued in the form of a Definitive Certificate in a denomination less than an integral multiple of $1.00Transferor. Such Book-Entry Certificate The certificate or certificates delivered to DTC evidencing such Class A-1 Certificates, Class A-2 Certificates and Class A-3 Certificates shall initially be registered on the Certificate Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no beneficial owner (other than Chase Securities Inc.) Certificate Owner will receive a definitive Certificate certificate representing such beneficial ownerCertificate Owner's interest in such Certificatethe Class A-1 Certificates, the Class A-2 Certificates or the Class A-3 Certificates, except as provided in Section 3.124.11. Unless otherwise specified in this 1998-B Securitization Trust Agreement, unless and until definitive, fully registered Class A-1 Certificates, Class A-2 Certificates, and Class A-3 Certificates (the "Definitive Certificates Certificates") have been issued to beneficial owners Certificate Owners pursuant to Section 3.124.11:
(ai) the provisions of this Section 3.10 shall be in full force and effect;
(bii) the Certificate RegistrarTransferor, the Paying Agent Servicer, the Certificate Registrar and the Owner 1998-B Securitization Trustee shall be entitled to may deal with the Clearing Agency and the Clearing Agency Participants for all purposes of this Agreement relating to the Book-Entry Certificates (including the payment making of principal of and interest distributions on the Book-Entry Class A-1 Certificates, the Class A-2 Certificates and the giving of instructions or directions to Certificate Owners of Book-Entry Class A-3 Certificates) as the sole Holder authorized representative of Book-Entry Certificates and shall have no obligations to the Certificate Owners thereof;
(c) Owners; to the extent that the provisions of this Section conflict with any other provisions of this the Agreement, the provisions of this Section shall control;
(diii) the rights of Certificate Owners of the Book-Entry Certificates shall be exercised only through (or through procedures established by) the Clearing Agency (or to the extent Certificateholders are not Clearing Agency Participants, through the Clearing Agency Participants through which such Certificateholders own Book-Entry Certificates), and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency and/or Clearing Agency Participants, and all references in this Agreement to actions by Certificateholders shall refer to actions taken by the Clearing Agency upon instructions from the Clearing Agency Participants, and all references in this Agreement to distributions, notices, reports and statements to Certificateholders shall refer to distributions, notices, reports and statements to the Clearing Agency, as registered holder of the Certificates, as the case may be, for distribution to Certificateholders in accordance with the procedures of the Clearing Agency. Pursuant to the Certificate Depository Agreement, unless Unless and until Definitive Certificates are issued pursuant to Section 3.124.11, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments distributions of principal of and interest on the Book-Entry Class A-1 Certificates, the Class A-2 Certificates and the Class A-3 Certificates to such Clearing Agency Participants; and
(eiv) whenever this 1998-B Securitization Trust Agreement requires or permits actions to be taken based upon instructions or directions of the Holders of Class A-1 Certificates, Class A-2 Certificates or Class A-3 Certificates evidencing a specified percentage of the Certificate Balance, aggregate Percentage Interest thereof the Clearing Agency shall be deemed to represent such percentage (if and to the extent that it will act on behalf of Certificate Owners and/or Clearing Agency Participants) only to the extent that it has received instructions to such effect from Certificate Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage percentages of the beneficial interest in the Book-Entry Class A-1 Certificates, Class A-2 Certificates or Class A-3 Certificates and has delivered such instructions to the Owner 1998-B Securitization Trustee.
Appears in 1 contract
Sources: 1998 B Securitization Trust Agreement (Toyota Auto Lease Trust 1998-B)
Book-Entry Certificates. The (a) Each Class of Book-Entry Certificates, upon original issuance, will shall be issued in the form of a one or more typewritten Certificate or Certificates representing the Book-Entry Certificates, to be delivered to The Depository Trust Company, the initial Clearing Agency, by by, or on behalf of of, the Issuer; provided that one Certificate that constitutes the residual portion of the Certificate Balance may be issued in the form of a Definitive Certificate in a denomination less than an integral multiple of $1.00Depositor. Such The Book-Entry Certificate or Certificates shall initially be registered on the Certificate Register in the name of Cede & Co., the initial nominee of the Clearing Agency, and no beneficial owner (other than Chase Securities Inc.) Certificate Owner will receive a definitive Definitive Certificate representing such beneficial owner's Certificate Owner’s interest in such Certificatethe Book-Entry Certificates, except as provided in Section 3.123.09(c). Unless and until Definitive Certificates have been issued to beneficial owners Certificate Owners of Book-Entry Certificates pursuant to Section 3.12:3.09(c):
(ai) the provisions of this Section 3.10 3.09 shall be in full force and effect;
(bii) the Certificate RegistrarDepositor, the Securities Administrator, the Master Servicer, the Paying Agent Agent, the Certificate Registrar and the Owner Trustee shall be entitled to may deal with the Clearing Agency and the Clearing Agency Participants for all purposes of this Agreement relating to the Book-Entry Certificates (including the payment making of principal of and interest distributions on the Book-Entry Certificates and the giving of instructions or directions to Certificate Owners of Book-Entry Certificates) as the sole Holder authorized representatives of Book-Entry Certificates and shall have no obligations to the Certificate Owners thereofand the Clearing Agency shall be responsible for crediting the amount of such distributions to the accounts of such Persons entitled thereto, in accordance with the Clearing Agency’s normal procedures;
(ciii) to the extent that the provisions of this Section 3.09 conflict with any other provisions of this Agreement, the provisions of this Section 3.09 shall control;; and
(div) the rights of Certificate Owners of the Book-Entry Certificates shall be exercised only through the Clearing Agency (or to the extent Certificateholders are not Clearing Agency Participants, through and the Clearing Agency Participants through which such Certificateholders own Book-Entry Certificates), and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency and/or Clearing Agency Participants, and all references in this Agreement to actions by Certificateholders shall refer to actions taken by the Clearing Agency upon instructions from the Clearing Agency Participants, and all references in this Agreement to distributions, notices, reports and statements to Certificateholders shall refer to distributions, notices, reports and statements to the Clearing Agency, as registered holder of the Certificates, as the case may be, for distribution to Certificateholders in accordance with the procedures of the Clearing Agency. Pursuant to the Certificate Depository Agreement, unless Unless and until Definitive Certificates are issued pursuant to Section 3.123.09(c), the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments distributions of principal of and interest on the Book-Entry Certificates to such Clearing Agency Participants; and.
(eb) whenever Whenever notice or other communication to the Certificateholders is required under this Agreement requires or permits actions Agreement, unless and until Definitive Certificates shall have been issued to Certificate Owners pursuant to Section 3.09(c), the Trustee shall give all such notices and communications specified herein to be taken based upon instructions or directions given to Holders of the Holders Book-Entry Certificates to the Clearing Agency.
(c) If (i) (A) the Depositor advises the Certificate Registrar in writing that the Clearing Agency is no longer willing or able to discharge properly its responsibilities with respect to the Book-Entry Certificates, and (B) the Trustee or the Depositor is unable to locate a qualified successor, (ii) the Depositor, at its option, advises the Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or (iii) after the occurrence of an Event of Default, Certificate Owners representing beneficial interests aggregating not less than 50% of the Class Principal Amount of a Class of Book-Entry Certificates evidencing identified as such to the Trustee by an Officer’s Certificate from the Clearing Agency advise the Trustee and the Clearing Agency through the Clearing Agency Participants in writing that the continuation of a specified percentage book-entry system through the Clearing Agency is no longer in the best interests of the Certificate BalanceOwners of a Class of Book-Entry Certificates, the Trustee shall notify or cause the Certificate Registrar to notify the Clearing Agency to effect notification to all Certificate Owners, through the Clearing Agency, of the occurrence of any such event and of the availability of Definitive Certificates to Certificate Owners requesting the same. Upon surrender to the Trustee of the Book-Entry Certificates by the Clearing Agency, accompanied by registration instructions from the Clearing Agency for registration, the Trustee shall issue the Definitive Certificates. Neither the Depositor nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates all references herein to obligations imposed upon or to be performed by the Clearing Agency shall be deemed to represent such percentage only be imposed upon and performed by the Trustee, to the extent that it has received instructions applicable, with respect to such effect from Certificate Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage Definitive Certificates and the Trustee shall recognize the holders of the beneficial interest in the Book-Entry Definitive Certificates and has delivered such instructions to the Owner Trusteeas Certificateholders hereunder.
Appears in 1 contract
Sources: Trust Agreement (Structured Adjustable Rate Mortgage Loan Trust Series 2006-3)
Book-Entry Certificates. The Certificates, upon original issuance, will be issued (a) Except as otherwise provided in the form subsections (b) and (c) of a typewritten Certificate or Certificates representing Book-Entry Certificates, to be delivered to The Depository Trust Companythis Section 2.07, the initial Clearing Agency, by or on behalf of the Issuer; provided that one Certificate that constitutes the residual portion of the Certificate Balance may be issued in the form of a Definitive Certificate in a denomination less than an integral multiple of $1.00. Such Book-Entry Certificate or Certificates initially executed and delivered hereunder shall initially be registered on the Certificate Register in the name of Cede & Co., as nominee for DTC, or such other nominee as DTC may request. Payment of the initial Clearing Agencyprincipal and interest with respect to each Certificate registered in the name of Cede & Co. shall be made to the account, in the manner and no beneficial owner (other than Chase Securities Inc.) will receive a definitive Certificate representing such beneficial owner's interest at the address indicated in such Certificate, except as provided in Section 3.12. Unless and until Definitive Certificates have been issued to beneficial owners or pursuant to Section 3.12:
(a) the provisions Letter of this Section 3.10 shall be in full force and effect;Representations.
(b) The Certificates executed and delivered hereunder shall be in the Certificate Registrarform of a single executed fully registered certificate for each maturity. Upon initial execution of any Certificates, the Paying Agent ownership of all such Certificates shall be registered in the registration books maintained by the Trustee pursuant to Section 2.08 in the name of Cede & Co., as nominee of DTC, or such other nominee as DTC may request. The Trustee, the Corporation and the Owner Trustee shall be entitled to deal with the Clearing Agency and the Clearing Agency Participants for all purposes of this Agreement relating to the Book-Entry Certificates City may treat DTC (including the payment of principal of and interest on the Book-Entry Certificates and the giving of instructions or directions to Certificate Owners of Book-Entry Certificatesits nominee) as the sole Holder and exclusive owner of Book-Entry the Certificates registered in its name for the purposes of payment of the principal and interest with respect to such Certificates, selecting any Certificates or portions thereof to be prepaid, giving any notice permitted or required to be given to an Owner hereunder, registering the transfer of Certificates, obtaining any consent or other action to be taken by the Owners and for all other purposes whatsoever; and neither the Trustee, the Corporation nor the City shall be affected by any notice to the contrary. Neither the Trustee nor the City shall have no obligations any responsibility or obligation to Certificate Owners thereof;
any Participant (c) to the extent that the provisions which shall mean, for purposes of this Section conflict with 2.07, securities brokers and dealers, banks, trust companies, clearing corporations and other entities, some of whom directly or indirectly own DTC), any person claiming a beneficial ownership interest in the Certificates under or through DTC or any Participant, or any other provisions of this Agreementperson which is not shown on the registration records as being an Owner, the provisions of this Section shall control;
with respect to (di) the rights accuracy of Certificate Owners any records maintained by DTC or any Participant, (ii) the payment by DTC or any Participant of any amount in respect of the Book-Entry Certificates shall principal or interest evidenced by such Certificates, (iii) any notice which is permitted or required to be exercised only through the Clearing Agency (or given to the extent Certificateholders are not Clearing Agency ParticipantsOwners hereunder, through (iv) the Clearing Agency Participants through which such Certificateholders own Book-Entry Certificates)selection by DTC or any Participant of any person to receive payment in the event, and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency and/or Clearing Agency Participantsif any, and all references in this Agreement to actions by Certificateholders shall refer to actions taken by the Clearing Agency upon instructions from the Clearing Agency Participants, and all references in this Agreement to distributions, notices, reports and statements to Certificateholders shall refer to distributions, notices, reports and statements to the Clearing Agency, as registered holder of a partial prepayment of the Certificates, as the case may be, for distribution to Certificateholders in accordance with the procedures of the Clearing Agency. Pursuant to the Certificate Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 3.12, the initial Clearing Agency will make book-entry transfers among Clearing Agency Participants and receive and transmit payments of principal of and interest on the Book-Entry Certificates to such Clearing Agency Participants; and
(e) whenever this Agreement requires or permits actions to be taken based upon instructions or directions of the Holders of Certificates evidencing a specified percentage of the Certificate Balance, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Certificate Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Book-Entry Certificates and has delivered such instructions to the Owner Trustee.or
Appears in 1 contract
Sources: Trust Agreement
Book-Entry Certificates. The Certificates, upon original issuance, will be issued in the form of a typewritten Certificate or Certificates representing Book-Entry Certificates, to be delivered to The Depository Trust Company, the initial Clearing Agency, by or on behalf of the Issuer; provided that one Certificate that constitutes the residual portion of the Certificate Balance may be issued in the form of a Definitive Certificate in a denomination less than an integral multiple of $1.00. Such Book-Entry Certificate or Certificates shall initially be registered on the Certificate Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no beneficial owner (other than Chase Securities Inc.) will receive a definitive Definitive Certificate representing such beneficial owner's interest in such Certificate, except as provided in Section 3.123.13. Unless and until Definitive Certificates have been issued to beneficial owners pursuant to Section 3.123.13:
(a) the provisions of this Section 3.10 shall be in full force and effect;
(b) the Certificate Registrar, the each Paying Agent and the Owner Trustee shall be entitled to deal with the Clearing Agency and the Clearing Agency Participants for all purposes of this Agreement relating to the Book-Entry Certificates (including the payment of principal of and interest on the Book-Entry Certificates and the giving of instructions or directions to Certificate Owners of Book-Entry Certificates) as the TRUST AGREEMENT sole Holder of Book-Entry Certificates and shall have no obligations to Certificate Owners thereof;
(c) to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control;
(d) the rights of Certificate Owners of the Book-Entry Certificates shall be exercised only through the Clearing Agency (or to the extent Certificateholders are not Clearing Agency Participants, through the Clearing Agency Participants through which such Certificateholders own Book-Entry Certificates), and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency and/or Clearing Agency Participants, and all references in this Agreement to actions by Certificateholders shall refer to actions taken by the Clearing Agency upon instructions from the Participants or Persons acting through Clearing Agency Participants, and all references in this Agreement to distributions, notices, reports and statements to Certificateholders shall refer to distributions, notices, reports and statements to the Clearing Agency, as registered holder of the Certificates, as the case may be, for distribution to Certificateholders in accordance with the procedures of the Clearing Agency. Pursuant to the Certificate Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 3.123.13, the initial Clearing Agency will make book-entry transfers among Clearing Agency Participants and receive and transmit payments of principal of and interest on the Book-Entry Certificates to such Clearing Agency Participants; and
(e) whenever this Agreement requires or permits actions to be taken based upon instructions or directions of the Holders of Certificates evidencing a specified percentage of the Certificate Balance, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Certificate Owners and/or Clearing Agency Participants or Persons acting through Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Book-Entry Certificates and has delivered such instructions to the Owner Trustee.
Appears in 1 contract
Book-Entry Certificates. The (a) Each Class of Book-Entry Certificates, upon original issuance, will shall be issued in the form of a one or more typewritten Certificate or Certificates representing the Book-Entry Certificates, to be delivered to The Depository Trust Company, its custodian or the initial Clearing Agency, by by, or on behalf of of, the Issuer; provided that one Certificate that constitutes the residual portion of the Certificate Balance may be issued in the form of a Definitive Certificate in a denomination less than an integral multiple of $1.00Depositor. Such The Book-Entry Certificate or Certificates shall initially be registered on the Certificate Register in the name of Cede & Co., the initial nominee of the Clearing Agency, and no beneficial owner (other than Chase Securities Inc.) Certificate Owner will receive a definitive Certificate certificate representing such beneficial ownerCertificate Owner's interest in such Certificatethe Book-Entry Certificates, except as provided in Section 3.123.09(c). Unless and until Definitive Certificates have been issued to beneficial owners Certificate Owners of Book-Entry Certificates pursuant to Section 3.12:3.09(c):
(ai) the provisions of this Section 3.10 3.09 shall be in full force and effect;
(bii) the Certificate RegistrarDepositor, the Paying Agent Agent, the Certificate Registrar and the Owner Trustee shall be entitled to may deal with the Clearing Agency and the Clearing Agency Participants for all purposes of this Agreement relating to the Book-Entry Certificates (including the payment making of principal of and interest distributions on the Book-Entry Certificates and the giving of instructions or directions to Certificate Owners of Book-Entry Certificates) as the sole Holder authorized representatives of Book-Entry Certificates and shall have no obligations to the Certificate Owners thereofand the Clearing Agency shall be responsible for crediting the amount of such distributions to the accounts of such Persons entitled thereto, in accordance with the Clearing Agency's normal procedures;
(ciii) to the extent that the provisions of this Section 3.09 conflict with any other provisions of this Agreement, the provisions of this Section 3.09 shall control;; and
(div) the rights of Certificate Owners of the Book-Entry Certificates shall be exercised only through the Clearing Agency (or to the extent Certificateholders are not Clearing Agency Participants, through and the Clearing Agency Participants through which such Certificateholders own Book-Entry Certificates), and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency and/or Clearing Agency Participants, and all references in this Agreement to actions by Certificateholders shall refer to actions taken by the Clearing Agency upon instructions from the Clearing Agency Participants, and all references in this Agreement to distributions, notices, reports and statements to Certificateholders shall refer to distributions, notices, reports and statements to the Clearing Agency, as registered holder of the Certificates, as the case may be, for distribution to Certificateholders in accordance with the procedures of the Clearing Agency. Pursuant to the Certificate Depository Agreement, unless Unless and until Definitive Certificates are issued pursuant to Section 3.123.09(c), the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments distributions of principal of and interest on the Book-Entry Certificates to such Clearing Agency Participants; and.
(eb) whenever Whenever notice or other communication to the Certificateholders is required under this Agreement requires or permits actions Agreement, unless and until Definitive Certificates shall have been issued to Certificate Owners pursuant to Section 3.09(c), the Trustee shall give all such notices and communications specified herein to be taken based upon instructions or directions given to Holders of the Holders Book-Entry Certificates to the Clearing Agency.
(c) If (i) (A) the Depositor advises the Trustee in writing that the Clearing Agency is no longer willing or able to discharge properly its responsibilities with respect to the Book-Entry Certificates, and (B) the Trustee or the Depositor is unable to locate a qualified successor, (ii) the Depositor, at its option, advises the Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or (iii) after the occurrence of an Event of Default, Certificate Owners representing beneficial interests aggregating not less than 50% of the Class Principal Amount of a Class of Book-Entry Certificates evidencing identified as such to the Trustee by an Officer's Certificate from the Clearing Agency advise the Trustee and the Clearing Agency through the Clearing Agency Participants in writing that the continuation of a specified percentage book-entry system through the Clearing Agency is no longer in the best interests of the Certificate BalanceOwners of a Class of Book-Entry Certificates, the Trustee shall notify or cause the Certificate Registrar to notify the Clearing Agency to effect notification to all Certificate Owners, through the Clearing Agency, of the occurrence of any such event and of the availability of Definitive Certificates to Certificate Owners requesting the same. Upon surrender to the Trustee of the Book-Entry Certificates by the Clearing Agency, accompanied by registration instructions from the Clearing Agency for registration, the Trustee shall issue the Definitive Certificates. The Trustee shall not be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates all references herein to obligations imposed upon or to be performed by the Clearing Agency shall be deemed to represent such percentage only be imposed upon and performed by the Trustee, to the extent that it has received instructions applicable, with respect to such effect from Certificate Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage Definitive Certificates and the Trustee shall recognize the holders of the beneficial interest in the Book-Entry Definitive Certificates and has delivered such instructions to the Owner Trusteeas Certificateholders hereunder.
Appears in 1 contract
Sources: Trust Agreement (Structured Asset Sec Corp Pass Through Cert Series 2002-Al1)
Book-Entry Certificates. The Certificates, upon Upon original issuance, will the Class A Certificates and the Class B Certificates, other than the Class A Certificate representing the residual amount of the original Class A Certificate Balance and the Class B Certificate representing the residual amount of the original Class B Certificate Balance, which shall be issued upon the written order of the Seller, shall be issued in the form of a one or more typewritten Certificate or Certificates representing Book-the Book Entry Certificates, to be delivered to The Depository Trust Company, the initial Clearing Agency, by by, or on behalf of of, the Issuer; provided that one Certificate that constitutes the residual portion of the Certificate Balance may be issued in the form of a Definitive Certificate in a denomination less than an integral multiple of $1.00Seller. Such Book-Entry Certificate or Certificates shall initially be registered on the Certificate Register in the name of Cede CEDE & Co., the nominee of the initial Clearing Agency, and no beneficial owner (other than Chase Securities Inc.) will Certificate Owner shall receive a definitive Definitive Certificate representing such beneficial ownerCertificate Owner's interest in such Certificatethe Class A Certificates or the Class B Certificates, as the case may be, except as provided in Section 3.125.10. Unless and until definitive, fully registered Certificates ("Definitive Certificates Certificates") have been issued to beneficial owners the Holders pursuant to Section 3.125.10:
(a) the provisions of this Section 3.10 5.8 shall be in full force and effect;
(b) the Certificate RegistrarSeller, the Paying Agent Servicer and the Owner Trustee shall be entitled to may deal with the Clearing Agency and the Clearing Agency Participants for all purposes of this Agreement relating to the Book-Entry Certificates (including the payment making of principal of and interest distributions on the Book-Entry Certificates and the giving taking of instructions or directions to Certificate Owners of Book-Entry Certificatesactions by the Holders) as the sole Holder authorized representative of Book-Entry Certificates and shall have no obligations to the Certificate Owners thereofOwners;
(c) to the extent that the provisions of this Section 5.8 conflict with any other provisions of this Agreement, the provisions of this Section 5.8 shall control;
(d) the rights of Certificate Owners of the Book-Entry Certificates shall be exercised only through the Clearing Agency (or to the extent Certificateholders are not Clearing Agency Participants, through the Clearing Agency Participants through which such Certificateholders own Book-Entry Certificates), and shall be limited to those established by law law, the rules, regulations and procedures of the Clearing Agency and agreements between such Certificate Owners and the Clearing Agency and/or Clearing Agency Participants, and all references in this Agreement to actions by Certificateholders Holders shall refer to actions taken by the Clearing Agency upon instructions from the Clearing Agency Participants, and all references in this Agreement to distributions, notices, reports and statements to Certificateholders Holders shall refer to distributions, notices, reports and statements to the Clearing AgencyAgency or its nominee, as registered holder of the Certificates, as the case may be, for distribution to Certificateholders Certificate Owners in accordance with the rules, regulations and procedures of the Clearing Agency. Pursuant ; and
(e) pursuant to the Certificate Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 3.12, the initial Clearing Agency will shall make book-entry transfers among the Clearing Agency Participants and receive and transmit payments distributions of principal of and interest on the Book-Entry Certificates to the Clearing Agency Participants, for distribution by such Clearing Agency Participants; and
(e) whenever Participants to the Certificate Owners or their nominees. For purposes of any provision of this Agreement requires requiring or permits permitting actions to be taken based upon instructions with the consent of, or directions of at the direction of, Holders of Certificates evidencing a specified percentage percentages of the aggregate outstanding principal balance of such Certificates, such direction or consent may be given by Certificate BalanceOwners having interests in the requisite percentage, acting through the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Certificate Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Book-Entry Certificates and has delivered such instructions to the Owner TrusteeAgency.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Paragon Auto Receivables Corp)
Book-Entry Certificates. The Trust Certificates, upon original issuance, will be issued in the form of a typewritten Trust Certificate or Trust Certificates representing Book-Entry Certificates, to be delivered to The Depository Trust Company, the initial Clearing Agency, by by, or on behalf of of, the IssuerTrust; provided provided, however, that one Definitive Trust Certificate that constitutes the residual portion of the Certificate Balance may be issued in to the form of a Definitive Certificate in a denomination less than an integral multiple of $1.00Depositor pursuant to Section 3.10. Such Book-Entry Trust Certificate or Trust Certificates shall will initially be registered on the Certificate Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no beneficial owner (other than Chase Securities Inc.) Certificate Owner will receive a definitive Trust Certificate representing such beneficial ownerCertificate Owner's interest in such Trust Certificate, except as provided in Section 3.123.13. Unless and until definitive, fully registered Trust Certificates (the "Definitive Certificates Trust Certificates") have been issued to beneficial owners Certificate Owners pursuant to Section 3.123.13:
(a) the The provisions of this Section 3.10 shall will be in full force and effect;
(b) the The Certificate Registrar, the Paying Agent Registrar and the Owner Trustee shall will be entitled to deal with the Clearing Agency and the Clearing Agency Participants for all purposes of this Agreement relating to the Book-Entry Certificates (including the payment of principal of and interest on the Book-Entry Trust Certificates and the giving of instructions or directions to Certificate Owners of Book-Entry Certificateshereunder) as the sole Holder of Book-Entry the Trust Certificates and shall will have no obligations obligation to the Certificate Owners thereofOwners;
(c) to To the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall will control;
(d) the The rights of Certificate Owners of the Book-Entry Certificates shall will be exercised only through the Clearing Agency (or to the extent Certificateholders are not Clearing Agency Participants, through the Clearing Agency Participants through which such Certificateholders own Book-Entry Certificates), and shall will be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency and/or Clearing Agency Participants, and all references in this Agreement to actions by Certificateholders shall refer to actions taken by the Clearing Agency upon instructions from the Clearing Agency Participants, and all references in this Agreement to distributions, notices, reports and statements to Certificateholders shall refer to distributions, notices, reports and statements to the Clearing Agency, as registered holder of the Certificates, as the case may be, for distribution to Certificateholders in accordance with the procedures of the Clearing Agency. Pursuant to the Certificate Depository Agreement, unless and until Definitive Trust Certificates are issued pursuant to Section 3.123.13, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Book-Entry Trust Certificates to such Clearing Agency Participants; and
(e) whenever Whenever this Agreement requires or permits actions to be taken based upon instructions or directions of the Holders of Trust Certificates evidencing a specified percentage of the Certificate Balance, the Clearing Agency shall will be deemed to represent such percentage only to the extent that it has received instructions to such effect from Certificate Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Book-Entry Trust Certificates and has delivered such instructions to the Owner Trustee.
Appears in 1 contract
Sources: Trust Agreement (Deutsche Recreational Asset Funding Corp)
Book-Entry Certificates. The Certificates, upon original issuance, will be issued in the form of a typewritten Certificate or Certificates representing Book-Entry Certificates, to be delivered to The Depository Trust Company, the initial Clearing Agency, by or on behalf of the Issuer; provided that one Certificate that constitutes the residual portion of the Certificate Balance may be issued in the form of a Definitive Certificate in a denomination less than an integral multiple of $1.00. Such Book-Entry Certificate or Certificates shall initially be registered on the Certificate Register in the name of Cede & Co., the nominee of the initial Clearing Agency, 10 16 and no beneficial owner (other than Chase Securities Inc.) will receive a definitive Definitive Certificate representing such beneficial owner's interest in such Certificate, except as provided in Section 3.123.13. Unless and until Definitive Certificates have been issued to beneficial owners pursuant to Section 3.123.13:
(a) the provisions of this Section 3.10 shall be in full force and effect;
(b) the Certificate Registrar, the each Paying Agent and the Owner Trustee shall be entitled to deal with the Clearing Agency and the Clearing Agency Participants for all purposes of this Agreement relating to the Book-Entry Certificates (including the payment of principal of and interest on the Book-Entry Certificates and the giving of instructions or directions to Certificate Owners of Book-Entry Certificates) as the sole Holder of Book-Entry Certificates and shall have no obligations to Certificate Owners thereof;
(c) to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control;
(d) the rights of Certificate Owners of the Book-Entry Certificates shall be exercised only through the Clearing Agency (or to the extent Certificateholders are not Clearing Agency Participants, through the Clearing Agency Participants through which such Certificateholders own Book-Entry Certificates), and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency and/or Clearing Agency Participants, and all references in this Agreement to actions by Certificateholders shall refer to actions taken by the Clearing Agency upon instructions from the Participants or Persons acting through Clearing Agency Participants, and all references in this Agreement to distributions, notices, reports and statements to Certificateholders shall refer to distributions, notices, reports and statements to the Clearing Agency, as registered holder of the Certificates, as the case may be, for distribution to Certificateholders in accordance with the procedures of the Clearing Agency. Pursuant to the Certificate Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 3.123.13, the initial Clearing Agency will make book-entry transfers among Clearing Agency Participants and receive and transmit payments of principal of and interest on the Book-Entry Certificates to such Clearing Agency Participants; and
(e) whenever this Agreement requires or permits actions to be taken based upon instructions or directions of the Holders of Certificates evidencing a specified percentage of the Certificate Balance, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Certificate Owners and/or Clearing Agency Participants or Persons acting through Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Book-Entry Certificates and has delivered such instructions to the Owner Trustee.
Appears in 1 contract
Book-Entry Certificates. The Certificates, upon original issuance, will be issued in the form of a typewritten Certificate or Certificates representing the Book-Entry Certificates, to be delivered to The Depository Trust Company, the initial Clearing Agency, by by, or on behalf of of, the Issuer; provided that one Certificate that constitutes the residual portion of the Certificate Balance may be issued in the form of a Definitive Certificate in a denomination less than an integral multiple of $1.00Trust. Such Book-Entry Certificate or Certificates shall initially be registered on the Certificate Certificates Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no beneficial owner (other than Chase Securities Inc.) Certificate Owner will receive a definitive Definitive Certificate representing such beneficial ownerCertificate Owner's interest in such Certificate, except as provided in Section 3.125.12. Unless and until definitive, fully registered Certificates (the "Definitive Certificates Certificates") have been issued to beneficial owners Certificate Owners pursuant to Section 3.125.12:
(ai) the provisions of this Section 3.10 shall be in full force and effect;
(bii) the Certificate Registrar, the Paying Agent Registrar and the Owner Trustee shall be entitled to deal with the Clearing Agency and the Clearing Agency Participants for all purposes of this Agreement relating to the Book-Entry Certificates (including the payment of principal of and interest on the Book-Entry Certificates and the giving of instructions or directions to Certificate Owners of Book-Entry Certificateshereunder) as the sole Holder of Book-Entry Certificates the Certificates, and shall have no obligations obligation to the Certificate Owners thereofOwners;
(ciii) to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control;
(div) the rights of Certificate Owners of the Book-Entry Certificates shall be exercised only through the Clearing Agency (or to the extent Certificateholders are not Clearing Agency Participants, through the Clearing Agency Participants through which such Certificateholders own Book-Entry Certificates), and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency and/or Clearing Agency Participants, and all references in this Agreement to actions by Certificateholders shall refer to actions taken by the Clearing Agency upon instructions from the Clearing Agency Participants, and all references in this Agreement to distributions, notices, reports and statements to Certificateholders shall refer to distributions, notices, reports and statements to the Clearing Agency, as registered holder of the Certificates, as the case may be, for distribution to Certificateholders in accordance with the procedures of the Clearing Agency. Pursuant to the Certificate Depository Agreement, unless Unless and until Definitive Certificates are issued pursuant to Section 3.125.12, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Book-Entry Certificates to such Clearing Agency Participants; and;
(ev) whenever this Agreement requires or permits actions to be taken based upon instructions or directions of the Holders of Certificates Certificateholders evidencing a specified percentage of the Certificate BalanceOutstanding Amount of the Certificates, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Certificate Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Book-Entry Certificates and has delivered such instructions to the Owner Trustee; and
(vi) Certificate Owners may receive copies of any reports sent to Certificateholders pursuant to this Agreement, upon written request, together with a certification that they are Certificate Owners and payment of reproduction and postage expenses associated with the distribution of such reports, from the Trustee at the Corporate Trust Office.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Long Beach Acceptance Corp)
Book-Entry Certificates. The Certificates, upon original issuance, will be issued in the form of a typewritten Certificate or Certificates representing Book-Entry Certificates, to be delivered to The Depository Trust Company, the initial Clearing Agency, by or on behalf of the Issuer; provided that one Certificate that constitutes the residual portion of the Certificate Balance may be issued in the form of a Definitive Certificate in a denomination less than an integral multiple of $1.00. Such Book-Entry Certificate or Certificates shall initially be registered on the Certificate Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no beneficial owner (other than Chase Securities Inc.) will receive a definitive Definitive Certificate representing such beneficial owner's interest in such Certificate, except as provided in Section 3.123.13. Unless and until Definitive Certificates have been issued to beneficial owners pursuant to Section 3.123.13:
(a) the provisions of this Section 3.10 shall be in full force and effect;
(b) the Certificate Registrar, the each Paying Agent and the Owner Trustee shall be entitled to deal with the Clearing Agency and the Clearing Agency Participants for all purposes of this Agreement relating to the Book-Entry Certificates (including the payment of principal of and interest on the Book-Entry Certificates and the giving of instructions or directions to Certificate Owners of Book-Entry Certificates) as the sole Holder of Book-Entry Certificates and shall have no obligations to Certificate Owners thereof;
(c) to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control;
(d) the rights of Certificate Owners of the Book-Entry Certificates shall be exercised only through the Clearing Agency (or to the extent Certificateholders are not Clearing Agency Participants, through the Clearing Agency Participants through which such Certificateholders own Book-Entry Certificates), and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency and/or Clearing Agency Participants, and all references in this Agreement to actions by Certificateholders shall refer to actions taken by the Clearing Agency upon instructions from the Participants or Persons acting through Clearing Agency Participants, and all references in this Agreement to distributions, notices, reports and statements to Certificateholders shall refer to distributions, notices, reports and statements to the Clearing Agency, as registered holder of the Certificates, as the case may be, for distribution to Certificateholders in accordance with the procedures of the Clearing Agency. Pursuant to the Certificate Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 3.123.13, the initial Clearing Agency will make book-entry transfers among Clearing Agency Participants and receive and transmit payments of principal of and interest on the Book-Entry Certificates to such Clearing Agency Participants; and
(e) whenever this Agreement requires or permits actions to be taken based upon instructions or directions of the Holders of Certificates evidencing a specified percentage of the Certificate Balance, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Certificate Owners and/or Clearing Agency Participants or Persons acting through Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Book-Entry Certificates and has delivered such instructions to the Owner Trustee.or
Appears in 1 contract
Book-Entry Certificates. The Certificates, Trust Certificates upon original issuance, issuance will be issued in the form of a one or more typewritten Certificate or Certificates certificates representing the Book-Entry Trust Certificates, to be delivered to The Depository Trust CompanyDTC, the initial Clearing Agency, by by, or on behalf of of, the IssuerTrust; provided provided, however, that one Definitive Trust Certificate that constitutes the residual portion of the Certificate Balance (as defined below) may be issued in to the form of a Definitive Certificate in a denomination less than an integral multiple of $1.00Company pursuant to Section 3.11. Such Book-Entry Certificate The certificate or certificates delivered to DTC evidencing such Trust Certificates shall initially be registered on the Certificate Register in the name of Cede CEDE & Co.CO., the nominee of the initial Clearing Agency, and no beneficial owner Certificate Owner (other than Chase Securities Inc.the Company) will receive a definitive Certificate certificate representing such beneficial ownerCertificate Owner's interest in such Certificatethe Trust Certificates, except as provided in Section 3.123.14. Unless and until definitive, fully registered Trust Certificates (the "Definitive Certificates Trust Certificates") have been issued to beneficial owners Certificate Owners pursuant to Section 3.123.14:
(ai) the provisions of this Section 3.10 shall be in full force and effect;
(bii) the Certificate RegistrarDepositor, the Paying Agent Master Servicer, the Certificate Registrar and the Owner Trustee shall be entitled Trustee, subject to the provisions and limitations of Sections 2.03 and 2.06, may deal with the Clearing Agency and the Clearing Agency Participants for all purposes of this Agreement relating to the Book-Entry Certificates (including the payment making of principal of and interest distributions on the Book-Entry Certificates and the giving of instructions or directions to Certificate Owners of Book-Entry Trust Certificates) as the sole Holder authorized representative of Book-Entry Certificates and shall have no obligations to the Certificate Owners thereofOwners;
(ciii) to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control;
(div) the rights of Certificate Owners of the Book-Entry Certificates shall be exercised only through the Clearing Agency (or to the extent Certificateholders are not Clearing Agency Participants, through procedures established by the Clearing Agency Participants through which such Certificateholders own Book-Entry Certificates), Agency) and shall be limited to those established by law and agreements between such Certificate Owners and 23 the Clearing Agency and/or Clearing Agency Participants, and all references in this Agreement to actions by Certificateholders shall refer to actions taken by the Clearing Agency upon instructions from the Clearing Agency Participants, and all references in this Agreement to distributions, notices, reports and statements to Certificateholders shall refer to distributions, notices, reports and statements to the Clearing Agency, as registered holder of the Certificates, as the case may be, for distribution to Certificateholders in accordance with the procedures of the Clearing Agency. Pursuant ; pursuant to the Certificate Depository Agreement, unless and until Definitive Trust Certificates are issued pursuant to Section 3.123.14, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments distributions of principal of and interest on the Book-Entry Trust Certificates to such Clearing Agency Participants; and
(ev) whenever this Agreement requires or permits actions to be taken based upon instructions or directions of the Holders of Trust Certificates evidencing a specified percentage of the Certificate Balancepercentage interests thereof, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Certificate Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Book-Entry Trust Certificates and has delivered such instructions to the Owner Trustee.
Appears in 1 contract
Book-Entry Certificates. The Unless the Holder thereof requests that Class A Certificates be delivered in definitive, fully registered form ("Definitive Certificates"), the Class A Certificates, upon original issuance, will be issued in the form of a one or more typewritten Certificate or Certificates representing Book-Entry Certificates, to be delivered to The the Depository Trust Company, the initial Clearing Agency, by or on behalf of the Issuer; provided that one Certificate that constitutes the residual portion of the Certificate Balance may be issued in the form of a Definitive Certificate in a denomination less than an integral multiple of $1.00Trust. Such The Book-Entry Certificate or Certificates shall initially be registered initially on the Certificate Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no beneficial owner (other than Chase Securities Inc.) will receive a definitive Certificate representing such beneficial owner's interest in such Certificate, except as provided in Section 3.12. Unless and until Definitive Certificates have been issued With respect to beneficial owners pursuant to Section 3.12the Book-Entry Certificates:
(a1) the provisions of this Section 3.10 shall be in full force and effect;
(b2) the Certificate RegistrarDepositor, the Paying Agent Servicer, the Certificate Registrar and the Owner Trustee shall be entitled to may deal with the Clearing Agency and the Clearing Agency Participants for all purposes of this Agreement relating to the Book-Entry Certificates (including the payment making of principal of and interest distributions on the Book-Entry Certificates and the giving of instructions or directions to Certificate Owners of Book-Entry Certificates) as the sole Holder of such Book-Entry Certificates and shall have no obligations obligation to the related Certificate Owners thereofOwner;
(c3) to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control;
(d4) the rights of such Certificate Owners of the Book-Entry Certificates shall be exercised only through the Clearing Agency (or to the extent Certificateholders are not Clearing Agency Participants, through the Clearing Agency Participants through which such Certificateholders own Book-Entry Certificates), and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency and/or Clearing Agency Participants, and all references in this Agreement to actions by Certificateholders shall refer to actions taken by the Clearing Agency upon instructions from the Clearing Agency Participants, and all references in this Agreement to distributions, notices, reports and statements to Certificateholders shall refer to distributions, notices, reports and statements Participants pursuant to the Clearing Agency, as registered holder of the Certificates, as the case may be, for distribution to Certificateholders in accordance with the procedures of the Clearing Agency. Pursuant to the Certificate Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 3.12, the . The initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments distributions of principal of and interest on the Book-Entry Certificates to such Clearing Agency Participants; and
(e5) whenever this Agreement requires or permits actions to be taken based upon instructions or directions of the Holders of Certificates Certificateholders evidencing a specified percentage of the Certificate Balance, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Certificate Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Book-Entry Certificates and has delivered such instructions in writing to the Owner Trustee. Neither the Trustee nor the Certificate Registrar shall have any responsibility to monitor or restrict the transfer of beneficial ownership in any Certificate an interest in which is transferable through the facilities of the Depository.
Appears in 1 contract
Book-Entry Certificates. The Certificates, upon Upon original issuance, will the Class A Certificates and the Class B Certificates, other than the Class A Certificate representing the residual amount of the Original Class A Certificate Balance and the Class B Certificate representing the residual amount of the Original Class B Certificate Balance, which shall be issued upon the written order of Seller, shall be issued in the form of a one or more typewritten Certificate or Certificates representing Book-the Book Entry Certificates, to be delivered to The Depository Trust Company, the initial Clearing Agency, by by, or on behalf of the Issuer; provided that one Certificate that constitutes the residual portion of the Certificate Balance may be issued in the form of a Definitive Certificate in a denomination less than an integral multiple of $1.00of, Seller. Such Book-Entry Certificate or Certificates shall initially be registered on the Certificate Register in the name of Cede CEDE & Co., the nominee of the initial Clearing Agency, and no beneficial owner (other than Chase Securities Inc.) Certificate Owner will receive a definitive Definitive Certificate representing such beneficial ownerCertificate Owner's interest in such Certificatethe Class A Certificates or the Class B Certificates, as the case may be, except as provided in Section 3.125.10. Unless and until definitive, fully registered Certificates ("Definitive Certificates Certificates") have been issued to beneficial owners the Holders pursuant to Section 3.125.10:
(a) the provisions of this Section 3.10 5.8 shall be in full force and effect;
(b) the Certificate RegistrarSeller, the Paying Agent Servicer and the Owner Trustee shall be entitled to may deal with the Clearing Agency and the Clearing Agency Participants for all purposes of this Agreement relating to the Book-Entry Certificates (including the payment making of principal of and interest distributions on the Book-Entry Certificates and the giving taking of instructions or directions to Certificate Owners of Book-Entry Certificatesactions by the Holders) as the sole Holder authorized representative of Book-Entry Certificates and shall have no obligations to the Certificate Owners thereofOwners;
(c) to the extent that the provisions of this Section 5.8 conflict with any other provisions of this Agreement, the provisions of this Section 5.8 shall control;
(d) the rights of Certificate Owners of the Book-Entry Certificates shall be exercised only through the Clearing Agency (or to the extent Certificateholders are not Clearing Agency Participants, through the Clearing Agency Participants through which such Certificateholders own Book-Entry Certificates), and shall be limited to those established by law law, the rules, regulations and procedures of the Clearing Agency and agreements between such Certificate Owners and the Clearing Agency and/or Clearing Agency Participants, and all references in this Agreement to actions by Certificateholders Holders shall refer to actions taken by the Clearing Agency upon instructions from the Clearing Agency Participants, and all references in this Agreement to distributions, notices, reports and statements to Certificateholders Holders shall refer to distributions, ,
(e) notices, reports and statements to the Clearing AgencyAgency or its nominee, as registered holder of the Certificates, as the case may be, for distribution to Certificateholders Certificate Owners in accordance with the rules, regulations and procedures of the Clearing Agency. Pursuant ; and
(f) pursuant to the Certificate Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 3.12, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments distributions of principal of and interest on the Book-Entry Certificates to the Clearing Agency Participants, for distribution by such Clearing Agency Participants; and
(e) whenever Participants to the Certificate Owners or their nominees. For purposes of any provision of this Agreement requires requiring or permits permitting actions to be taken based upon instructions with the consent of, or directions of at the direction of, Holders of Certificates evidencing a specified percentage percentages of the aggregate outstanding principal balance of such Certificates, such direction or consent may be given by Certificate BalanceOwners having interests in the requisite percentage, acting through the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Certificate Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Book-Entry Certificates and has delivered such instructions to the Owner TrusteeAgency.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Bas Securitization LLC)
Book-Entry Certificates. The (a) Each Class of Book-Entry Certificates, upon original issuance, will shall be issued in the form of a one or more typewritten Certificate or Certificates representing the Book-Entry Certificates, to be delivered to The Depository Trust Company, the initial Clearing Agency, by by, or on behalf of of, the Issuer; provided that one Certificate that constitutes the residual portion of the Certificate Balance may be issued in the form of a Definitive Certificate in a denomination less than an integral multiple of $1.00Depositor. Such The Book-Entry Certificate or Certificates shall initially be registered on the Certificate Register in the name of Cede & Co., the initial nominee of the Clearing Agency, and no beneficial owner (other than Chase Securities Inc.) Certificate Owner will receive a definitive Definitive Certificate representing such beneficial ownerCertificate Owner's interest in such Certificatethe Book-Entry Certificates, except as provided in Section 3.123.09(c). Unless and until Definitive Certificates have been issued to beneficial owners Certificate Owners of Book-Entry Certificates pursuant to Section 3.12:3.09(c):
(ai) the provisions of this Section 3.10 3.09 shall be in full force and effect;
(bii) the Certificate RegistrarDepositor, the Securities Administrator, the Master Servicer, the Paying Agent Agent, the Certificate Registrar and the Owner Trustee shall be entitled to may deal with the Clearing Agency and the Clearing Agency Participants for all purposes of this Agreement relating to the Book-Entry Certificates (including the payment making of principal of and interest distributions on the Book-Entry Certificates and the giving of instructions or directions to Certificate Owners of Book-Entry Certificates) as the sole Holder authorized representatives of Book-Entry Certificates and shall have no obligations to the Certificate Owners thereofand the Clearing Agency shall be responsible for crediting the amount of such distributions to the accounts of such Persons entitled thereto, in accordance with the Clearing Agency's normal procedures;
(ciii) to the extent that the provisions of this Section 3.09 conflict with any other provisions of this Agreement, the provisions of this Section 3.09 shall control;; and
(div) the rights of Certificate Owners of the Book-Entry Certificates shall be exercised only through the Clearing Agency (or to the extent Certificateholders are not Clearing Agency Participants, through and the Clearing Agency Participants through which such Certificateholders own Book-Entry Certificates), and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency and/or Clearing Agency Participants, and all references in this Agreement to actions by Certificateholders shall refer to actions taken by the Clearing Agency upon instructions from the Clearing Agency Participants, and all references in this Agreement to distributions, notices, reports and statements to Certificateholders shall refer to distributions, notices, reports and statements to the Clearing Agency, as registered holder of the Certificates, as the case may be, for distribution to Certificateholders in accordance with the procedures of the Clearing Agency. Pursuant to the Certificate Depository Agreement, unless Unless and until Definitive Certificates are issued pursuant to Section 3.123.09(c), the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments distributions of principal of and interest on the Book-Entry Certificates to such Clearing Agency Participants; and.
(eb) whenever Whenever notice or other communication to the Certificateholders is required under this Agreement requires or permits actions Agreement, unless and until Definitive Certificates shall have been issued to Certificate Owners pursuant to Section 3.09(c), the Trustee shall give all such notices and communications specified herein to be taken based upon instructions or directions given to Holders of the Holders Book-Entry Certificates to the Clearing Agency.
(c) If (i) (A) the Depositor advises the Certificate Registrar in writing that the Clearing Agency is no longer willing or able to discharge properly its responsibilities with respect to the Book-Entry Certificates, and (B) the Trustee or the Depositor is unable to locate a qualified successor, (ii) the Depositor, at its option, advises the Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or (iii) after the occurrence of an Event of Default, Certificate Owners representing beneficial interests aggregating not less than 50% of the Class Principal Amount of a Class of Book-Entry Certificates evidencing identified as such to the Trustee by an Officer's Certificate from the Clearing Agency advise the Trustee and the Clearing Agency through the Clearing Agency Participants in writing that the continuation of a specified percentage book-entry system through the Clearing Agency is no longer in the best interests of the Certificate BalanceOwners of a Class of Book-Entry Certificates, the Trustee shall notify or cause the Certificate Registrar to notify the Clearing Agency to effect notification to all Certificate Owners, through the Clearing Agency, of the occurrence of any such event and of the availability of Definitive Certificates to Certificate Owners requesting the same. Upon surrender to the Trustee of the Book-Entry Certificates by the Clearing Agency, accompanied by registration instructions from the Clearing Agency for registration, the Trustee shall issue the Definitive Certificates. Neither the Depositor nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates all references herein to obligations imposed upon or to be performed by the Clearing Agency shall be deemed to represent such percentage only be imposed upon and performed by the Trustee, to the extent that it has received instructions applicable, with respect to such effect from Certificate Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage Definitive Certificates and the Trustee shall recognize the holders of the beneficial interest in the Book-Entry Definitive Certificates and has delivered such instructions to the Owner Trusteeas Certificateholders hereunder.
Appears in 1 contract
Sources: Trust Agreement (Structured Adjustable Rate Mortgage Loan Trust Series 2005-4)
Book-Entry Certificates. The Certificates, upon original ----------------------- issuance, will be issued in the form of a typewritten Certificate or Certificates representing Book-Entry Certificates, to be delivered to, or to the Co-Owner Trustee as custodian for, The Depository Trust Company, the initial Clearing Agency, by by, or on behalf of of, the Issuer; provided that one Certificate that constitutes the residual portion of the Certificate Balance may be issued in the form of a Definitive Certificate in a denomination less than an integral multiple of $1.00Trust. Such Book-Entry Certificate or Certificates shall initially be registered on the Certificate Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no beneficial owner (other than Chase Securities Inc.) will receive a definitive Certificate representing such beneficial owner's interest in such Certificate, except as provided in Section 3.123.13, and no Certificate Owner will receive a Definitive Certificate representing such Certificate Owners' interest in such Certificate; provided, however, that upon the transfer of a Book-Entry Certificate to an entity other than a "qualified institutional buyer" as defined in Rule 144A under the Securities Act (as defined below), such Certificate will be issued to such entity in certificated form. Unless and until Definitive Certificates Certificates, fully registered, have been issued to beneficial owners Certificate Owners pursuant to Section 3.123.13:
(ai) the provisions of this Section 3.10 shall be in full force and effect;
(bii) the Certificate Registrar, the Owner Trustee, the Co-Owner Trustee and the Paying Agent and the Owner Trustee shall be entitled to deal with the Clearing Agency and the Clearing Agency Participants for all purposes of this Agreement relating to the Book-Entry Certificates (including the payment of principal of and interest on the Book-Entry Certificates and the giving of instructions or directions to Certificate Owners of Book-Entry Certificateshereunder) as the sole Holder of Book-Entry the Certificates and shall have no obligations obligation to the Certificate Owners thereofOwners;
(ciii) to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control;
(div) the rights of Certificate Owners of the Book-Entry Certificates shall be exercised only through the Clearing Agency (or to the extent Certificateholders are not Clearing Agency Participants, through the Clearing Agency Participants through which such Certificateholders own Book-Entry Certificates), and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency and/or Clearing Agency Participants, and all references in this Agreement to actions by Certificateholders shall refer to actions taken by the Clearing Agency upon instructions from the Clearing Agency Participants, and all references in this Agreement to distributions, notices, reports and statements to Certificateholders shall refer to distributions, notices, reports and statements to the Clearing Agency, as registered holder of the Certificates, as the case may be, for distribution to Certificateholders in accordance with the procedures of the Clearing Agency. Pursuant to the Certificate Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 3.123.13, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Book-Entry Certificates to such Clearing Agency Participants; and
(ev) whenever this Agreement requires or permits actions to be taken based upon instructions or directions of the Holders of Certificates evidencing a specified percentage of the Certificate Principal Balance, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Certificate Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Book-Entry Certificates and has delivered such instructions to the Owner Trustee.
Appears in 1 contract
Book-Entry Certificates. The Trust Certificates, upon original issuance, will be issued in the form of a typewritten Trust Certificate or Trust Certificates representing Book-Entry Certificates, to be delivered to The Depository Trust Company, the initial Clearing Agency, by by, or on behalf of of, the Issuer; provided that one Certificate that constitutes the residual portion of the Certificate Balance may be issued in the form of a Definitive Certificate in a denomination less than an integral multiple of $1.00Trust. Such Book-Entry Certificate or BookEntry Certificates shall initially be registered on the Certificate Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no beneficial Certificate owner (other than Chase Securities Inc.) will receive a definitive Definitive Certificate representing such beneficial ownerCertificate Owner's interest in such Trust Certificate, except as provided in Section 3.123.13. Unless and until definitive, fully registered Trust Certificates (the "Definitive Certificates Certificates") have been issued to beneficial Certificate owners pursuant to Section 3.123.13:
(ai) the provisions of this Section 3.10 shall be in full force and effect;
(bii) the Certificate Registrar, the Paying Agent Registrar and the Owner Eligible Lender Trustee shall be entitled to deal with the Clearing Agency and the Clearing Agency Participants for all purposes of this Agreement relating to the Book-Entry Certificates (including the payment of principal of and interest on the Book-Entry Trust Certificates and the giving of instructions or directions to Certificate Owners of Book-Entry Certificateshereunder) as the sole Holder of Book-Entry Certificates Certificateholder and shall have no obligations obligation to the Certificate Owners thereofowners;
(ciii) to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control;
(div) the rights of Certificate Owners of the Book-Entry Certificates shall be exercised only through the Clearing Agency (or to the extent Certificateholders are not Clearing Agency Participants, through the Clearing Agency Participants through which such Certificateholders own Book-Entry Certificates), and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency and/or Clearing Agency Participants, and all references in this Agreement to actions by Certificateholders shall refer to actions taken by the Clearing Agency upon instructions from the Clearing Agency Participants, and all references in this Agreement to distributions, notices, reports and statements to Certificateholders shall refer to distributions, notices, reports and statements to the Clearing Agency, as registered holder of the Certificates, as the case may be, for distribution to Certificateholders in accordance with the procedures of the Clearing Agency. Pursuant to the Certificate Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 3.123.13, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments distribution in respect of principal of the Certificate Balance and interest return on the Book-Entry Trust Certificates to such Clearing Agency Participants; and
(ev) whenever this Agreement requires or permits actions to be taken based upon instructions or directions of the Holders Certificateholders of Trust Certificates evidencing a specified percentage of the Certificate Balance, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Certificate Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Book-Entry Trust Certificates and has delivered such instructions to the Owner Eligible Lender Trustee.
Appears in 1 contract
Sources: Trust Agreement (SLM Funding Corp)
Book-Entry Certificates. The A Class Certificates, the PO Class Certificates, the X Class Certificates and the Mezzanine Certificates, substantially in the forms of Exhibit B, Exhibit C, Exhibit D and Exhibit E hereto, respectively, upon original issuance, will shall be issued in the form of a typewritten Certificate or Certificates representing the Book-Entry Certificates, to be delivered to The Depository Trust CompanyCompany (the “Depository”), which shall be the initial Clearing Agency, Agency by or on behalf of the Issuer; provided that one Certificate that constitutes the residual portion of the Certificate Balance may such Certificates. The Senior Certificates shall be issued in the form of a Definitive Certificate in a denomination less than an integral multiple authorized denominations of $1.001,000 and integral multiples of $1 in excess thereof. Such Book-Entry Certificate or The Mezzanine Certificates shall be issued in authorized denominations of $100,000 and integral multiples of $1 in excess thereof. The Senior Certificates and the Mezzanine Certificates shall initially be registered on in the Certificate Register in the name of Cede & Co., the initial nominee of the Clearing Agency, and no beneficial owner (other than Chase Securities Inc.) will . No Certificate Owner of a Senior Certificate or a Mezzanine Certificate shall receive a definitive Certificate physical certificate representing such beneficial owner's Certificate Owner’s interest in such CertificateCertificates, except as provided in Section 3.12subsection (c) below. Unless and until Definitive Certificates have been issued to beneficial owners Certificate Owners pursuant to Section 3.12subsection (c) below:
(ai) the provisions of this Section 3.10 subsection (a) shall be in full force and effecteffect with respect to the Senior Certificates and the Mezzanine Certificates;
(bii) ▇▇▇▇▇▇ ▇▇▇, the Certificate RegistrarMaster Servicer, the Special Servicer, the Paying Agent Agent, the Certificate Registrar and the Owner Trustee shall be entitled to may deal with the Clearing Agency and the Clearing Agency Participants for all purposes of this Agreement relating to the Book-Entry Certificates (including the payment making of principal of and interest distributions on the Book-Entry Senior Certificates and the giving of instructions or directions to Certificate Owners of Book-Entry Mezzanine Certificates) as the sole Holder authorized representatives of Book-Entry Certificates and shall have no obligations to Certificate Owners thereofthe related Certificateholders;
(ciii) to the extent that the provisions of this Section subsection (a) conflict with any other provisions of this Agreement, the provisions of this Section subsection (a) shall control;control with respect to the Senior Certificates and the Mezzanine Certificates; and
(div) the rights of the related Certificate Owners of the Book-Entry Certificates shall be exercised only through the Clearing Agency (or to and the extent Certificateholders are not Clearing Agency Participants, through the applicable Clearing Agency Participants through which such Certificateholders own Book-Entry Certificates), and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency and/or Clearing Agency Participants, and all references in this Agreement to actions by Certificateholders shall refer to actions taken by the Clearing Agency upon instructions from the Clearing Agency Participants, and all references in this Agreement to distributions, notices, reports and statements to Certificateholders shall refer to distributions, notices, reports and statements to the Clearing Agency, as registered holder of the Certificates, as the case may be, for distribution to Certificateholders in accordance with the procedures of the Clearing Agency. Pursuant to the Certificate Depository Agreement, unless and until Definitive Certificates of the related Class are issued pursuant to Section 3.12subsection (c) below, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments distributions of principal of and interest on the Book-Entry such Certificates to such Clearing Agency Participants; and
(e) whenever this Agreement requires or permits actions to be taken based upon instructions or directions of the Holders of Certificates evidencing a specified percentage of the Certificate Balance, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Certificate Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Book-Entry Certificates and has delivered such instructions to the Owner Trustee.
Appears in 1 contract
Sources: Trust Agreement
Book-Entry Certificates. The Class A Certificates and the Class B Certificates, upon original issuance, will be issued in the form of a typewritten Certificate or Certificates representing the Book-Entry Certificates, to be delivered to The Depository Trust Company, the initial Clearing AgencyAgency (or a custodian therefor), by by, or on behalf of of, the Issuer; provided that one Certificate that constitutes Seller. The Class A Certificates and the residual portion of the Certificate Balance may be issued in the form of a Definitive Certificate in a denomination less than an integral multiple of $1.00. Such Book-Entry Certificate or Class B Certificates delivered to The Depository Trust Company shall initially be registered on the Certificate Register in the name of Cede CEDE & Co., the nominee of the initial Clearing Agency, and no beneficial owner (other than Chase Securities Inc.) Certificate Owner will receive a definitive Certificate certificate representing such beneficial ownerCertificate Owner's interest in such Certificatethe Class A Certificates or the Class B Certificates, except as provided in Section 3.127.10. Unless and until Definitive definitive, fully registered Certificates (the "DEFINITIVE CERTIFICATES") have been issued to beneficial owners Certificate Owners pursuant to Section 3.127.10:
(ai) the provisions of this Section 3.10 7.08 shall be in full force and effect;
(bii) the Certificate RegistrarSeller, the Paying Agent Servicer, the Certificate Registrar and the Owner Trustee shall be entitled to may deal with the Clearing Agency and the Clearing Agency Participants for all purposes of this Agreement relating to the Book-Entry Certificates (including the payment making of principal of and interest distributions on the Book-Entry Class A Certificates and the giving of instructions or directions to Certificate Owners of Book-Entry Class B Certificates) as the sole Holder authorized representative of Book-Entry Certificates and shall have no obligations to the Certificate Owners thereofOwners;
(ciii) to the extent that the provisions of this Section 7.08 conflict with any other provisions of this Agreement, the provisions of this Section 7.08 shall control;
(div) the rights of Certificate Owners of the Book-Entry Certificates shall be exercised only through the Clearing Agency (or to the extent Certificateholders are not Clearing Agency Participants, through the Clearing Agency Participants through which such Certificateholders own Book-Entry Certificates), and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency and/or Clearing Agency Participants, and all references in this Agreement to actions by Certificateholders shall refer to actions taken by the Clearing Agency upon instructions from the Clearing Agency Participants, and all references in this Agreement to distributions, notices, reports and statements to Certificateholders shall refer to distributions, notices, reports and statements to the Clearing Agency, as registered holder of the Certificates, as the case may be, for distribution to Certificateholders in accordance with the procedures of the Clearing Agency. Pursuant to the Certificate Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 3.127.10, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments distributions of principal of and interest on the Book-Entry Class A Certificates and the Class B Certificates to such Clearing Agency Participants; and
(ev) whenever this Agreement requires or permits actions to be taken based upon instructions or directions of the Holders of Certificates evidencing a specified percentage of the Certificate BalanceControlling Class of Certificates, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Certificate Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Book-Entry Controlling Class of Certificates and has delivered such instructions to the Owner Trustee. The Trustee shall have no obligation to ascertain whether the Clearing Agency has in fact received any such instructions.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Nissan Auto Receivables Corp /De)
Book-Entry Certificates. The Except for the Definitive Certificates issued to the Seller, the Certificates, upon original issuance, will shall be issued in the form of a typewritten printed Certificate or Certificates representing Book-Entry Certificates, to be delivered to The Depository Trust Company, the initial Clearing Agency, by or on behalf of the Issuer; provided that one Certificate that constitutes the residual portion of the Certificate Balance may be issued in the form of a Definitive Certificate in a denomination less than an integral multiple of $1.00Trust. Such Book-Entry Certificate or Certificates shall initially be registered on the Certificate Register in the name of Cede & Co., the nominee of the initial Clearing Agency, Agency and no beneficial owner (Certificate Owner other than Chase Securities Inc.) will the Seller shall receive a definitive Certificate representing such beneficial ownerCertificate Owner's interest in such Certificate, except as provided in Section 3.123.13. Unless and until Definitive Certificates shall have been issued to beneficial owners Certificate Owners pursuant to Section 3.123.13:
(a) the provisions of this Section 3.10 3.11 shall be in full force and effect;
(b) the Certificate Registrar, the Paying Agent Registrar and the Owner Trustee shall be entitled to deal with the Clearing Agency and the Clearing Agency Participants for all purposes of this Agreement relating to the Book-Entry Certificates (including the payment of principal of and interest on the Book-Entry Certificates and the giving of instructions or directions to Certificate Owners of Book-Entry Certificateshereunder) as the sole Holder of Book-Entry Certificates the Certificate, and shall have no obligations obligation to the Certificate Owners thereofOwners;
(c) to the extent that the provisions of this Section 3.11 conflict with any other provisions of this Agreement, the provisions of this Section 3.11 shall control;
(d) the rights of the Certificate Owners of the Book-Entry Certificates shall be exercised only through the Clearing Agency (or to the extent Certificateholders are not Clearing Agency Participants, through the Clearing Agency Participants through which such Certificateholders own Book-Entry Certificates), and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency and/or Clearing Agency Participants, and all references in this Agreement to actions by Certificateholders shall refer to actions taken by the Clearing Agency upon instructions from the Clearing Agency Participants, and all references in this Agreement to distributions, notices, reports and statements to Certificateholders shall refer to distributions, notices, reports and statements to the Clearing Agency, as registered holder of the Certificates, as the case may be, for distribution to Certificateholders in accordance with the procedures of the Clearing Agency. Pursuant to the Certificate Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 3.123.13, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Book-Entry Certificates to such Clearing Agency Participants; and;
(e) whenever this Agreement requires or permits actions to be taken based upon instructions or directions of the Holders of Certificates evidencing a specified percentage of the Certificate BalanceVoting Interests, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Certificate Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Book-Entry Certificates Voting Interests and has delivered such instructions to the Owner Trustee; provided, however, that the provisions of this Section 3.11 shall not be applicable in respect of Certificates issued to the Seller. The Seller or the Owner Trustee may set a record date for the purpose of determining the identity of Holders of Certificates entitled to vote or to consent to any action by vote as provided in this Agreement.
Appears in 1 contract
Book-Entry Certificates. The Certificates, upon original issuance, will be issued in the form of a typewritten Certificate or Certificates representing Book-Book- Entry Certificates, to be delivered to The Depository Trust Company, the initial Clearing Agency, by by, or on behalf of, the Trust; provided, however, that one Definitive Certificate (the Residual Interest Instrument constituting one of the Issuer; provided that one Certificate that constitutes the residual portion of the Certificate Balance Company Certificates) may be issued in to the form of a Definitive Certificate in a denomination less than an integral multiple of $1.00Company pursuant to Section 3.10. Such Book-Entry Certificate or Certificates shall initially be registered on the Certificate Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no beneficial owner (other than Chase Securities Inc.) Certificate Owner will receive a definitive Certificate representing such beneficial owner's Certificate Owners' interest in such Certificate, except as provided in this Section 3.123.11 and in Section 3.13. Unless and until Definitive Certificates Certificates, fully registered, have been issued to beneficial owners Certificate Owners pursuant to Section 3.123.13:
(ai) the provisions of this Section 3.10 shall be in full force and effect;
(bii) the Certificate Registrar, the Paying Agent Registrar and the Owner Trustee shall be entitled to deal with the Clearing Agency and the Clearing Agency Participants for all purposes of this Agreement relating to the Book-Entry Certificates (including the payment of principal of and interest on the Book-Entry Certificates and the giving of instructions or directions to Certificate Owners of Book-Entry Certificateshereunder) as the sole Holder of Book-Entry the Certificates and shall have no obligations obligation to the Certificate Owners thereofOwners;
(ciii) to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control;
(div) the rights of Certificate Owners of the Book-Entry Certificates shall be exercised only through the Clearing Agency (or to the extent Certificateholders are not Clearing Agency Participants, through the Clearing Agency Participants through which such Certificateholders own Book-Entry Certificates), and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency and/or Clearing Agency Participants, and all references in this Agreement to actions by Certificateholders shall refer to actions taken by the Clearing Agency upon instructions from the Clearing Agency Participants, and all references in this Agreement to distributions, notices, reports and statements to Certificateholders shall refer to distributions, notices, reports and statements to the Clearing Agency, as registered holder of the Certificates, as the case may be, for distribution to Certificateholders in accordance with the procedures of the Clearing Agency. Pursuant to the Certificate Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 3.123.13, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Book-Entry Certificates to such Clearing Agency Participants; and
(ev) whenever this Agreement requires or permits actions to be taken based upon instructions or directions of the Holders of Certificates evidencing a specified percentage of the Certificate Principal Balance, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Certificate Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Book-Entry Certificates and has delivered such instructions to the Owner Trustee.
Appears in 1 contract
Book-Entry Certificates. The (a) Each Class of Book-Entry ----------------------- Certificates, upon original issuance, will shall be issued in the form of a one or more typewritten Certificate or Certificates representing the Book-Entry Certificates, to be delivered to The Depository Trust Company, the initial Clearing Agency, by by, or on behalf of of, the Issuer; provided that one Certificate that constitutes the residual portion of the Certificate Balance may be issued in the form of a Definitive Certificate in a denomination less than an integral multiple of $1.00Depositor. Such The Book-Entry Certificate or Certificates shall initially be registered on the Certificate Register in the name of Cede & Co., the initial nominee of the Clearing Agency, and no beneficial owner (other than Chase Securities Inc.) Certificate Owner will receive a definitive Certificate certificate representing such beneficial ownerCertificate Owner's interest in such Certificatethe Book-Entry Certificates, except as provided in Section 3.123.09(c). Unless and until Definitive Certificates have been issued to beneficial owners Certificate Owners of Book-Entry Certificates pursuant to Section 3.12:3.09(c):
(ai) the provisions of this Section 3.10 3.09 shall be in full force and effect;
(bii) the Certificate RegistrarDepositor, the Master Servicer, the Paying Agent Agent, the Registrar and the Owner Trustee shall be entitled to may deal with the Clearing Agency and the Clearing Agency Participants for all purposes of this Agreement relating to the Book-Entry Certificates (including the payment making of principal of and interest distributions on the Book-Entry Certificates and the giving of instructions or directions to Certificate Owners of Book-Entry Certificates) as the sole Holder authorized representatives of Book-Entry Certificates and shall have no obligations to the Certificate Owners thereofand the Clearing Agency shall be responsible for crediting the amount of such distributions to the accounts of such Persons entitled thereto, in accordance with the Clearing Agency's normal procedures;
(ciii) to the extent that the provisions of this Section 3.09 conflict with any other provisions of this Agreement, the provisions of this Section 3.09 shall control;; and
(div) the rights of Certificate Owners of the Book-Entry Certificates shall be exercised only through the Clearing Agency (or to the extent Certificateholders are not Clearing Agency Participants, through and the Clearing Agency Participants through which such Certificateholders own Book-Entry Certificates), and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency and/or Clearing Agency Participants, and all references in this Agreement to actions by Certificateholders shall refer to actions taken by the Clearing Agency upon instructions from the Clearing Agency Participants, and all references in this Agreement to distributions, notices, reports and statements to Certificateholders shall refer to distributions, notices, reports and statements to the Clearing Agency, as registered holder of the Certificates, as the case may be, for distribution to Certificateholders in accordance with the procedures of the Clearing Agency. Pursuant to the Certificate Depository Agreement, unless Unless and until Definitive Certificates are issued pursuant to Section 3.123.09(c), the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments distributions of principal of and interest on the Book-Entry Certificates to such Clearing Agency Participants; and.
(eb) whenever Whenever notice or other communication to the Certificateholders is required under this Agreement requires or permits actions Agreement, unless and until Definitive Certificates shall have been issued to Certificate Owners pursuant to Section 3.09(c), the Trustee shall give all such notices and communications specified herein to be taken based upon instructions or directions given to Holders of the Holders Book-Entry Certificates to the Clearing Agency.
(c) If (i) (A) the Depositor advises the Trustee in writing that the Clearing Agency is no longer willing or able to discharge properly its responsibilities with respect to the Book-Entry Certificates, and (B) the Trustee or the Depositor is unable to locate a qualified successor, (ii) the Depositor, at its option, advises the Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or (iii) after the occurrence of an Event of Default, Certificate Owners representing beneficial interests aggregating not less than 50% of the Class Certificate Principal Amount of a Class of Book-Entry Certificates evidencing identified as such to the Trustee by an Officer's Certificate from the Clearing Agency advise the Trustee and the Clearing Agency through the Clearing Agency Participants in writing that the continuation of a specified percentage book-entry system through the Clearing Agency is no longer in the best interests of the Certificate BalanceOwners of a Class of Book-Entry Certificates, the Trustee shall notify or cause the Certificate Registrar to notify the Clearing Agency to effect notification to all Certificate Owners, through the Clearing Agency, of the occurrence of any such event and of the availability of Definitive Certificates to Certificate Owners requesting the same. Upon surrender to the Trustee of the Book-Entry Certificates by the Clearing Agency, accompanied by registration instructions from the Clearing Agency for registration, the Trustee shall issue the Definitive Certificates. Neither the Depositor nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates all references herein to obligations imposed upon or to be performed by the Clearing Agency shall be deemed to represent such percentage only be imposed upon and performed by the Trustee, to the extent that it has received instructions applicable, with respect to such effect from Certificate Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage Definitive Certificates and the Trustee shall recognize the holders of the beneficial interest in the Book-Entry Definitive Certificates and has delivered such instructions to the Owner Trusteeas Certificateholders hereunder.
Appears in 1 contract
Book-Entry Certificates. The Except for the Definitive Certificates issued pursuant to this Agreement, the Certificates, upon original issuance, will shall be issued in the form of a typewritten printed Certificate or Certificates representing Book-Entry Certificates, to be delivered to The Depository Trust Company, the initial Clearing Agency, by or on behalf of the Issuer; provided that one Certificate that constitutes the residual portion of the Certificate Balance may Trust. Book Entry Certificates shall be issued in the form of a Definitive Certificate in a denomination less than an integral multiple of $1.00Exhibit A-2. Such Book-Entry Certificate or Certificates shall initially be registered on the Certificate Register in the name of Cede & Co., the nominee of the initial Clearing Agency, Agency and no beneficial owner (Certificate Owner other than Chase Securities Inc.) will the Seller shall receive a definitive Certificate representing such beneficial ownerCertificate Owner's interest in such Certificate, except as provided in Section 3.123.13. Unless and until Definitive Certificates shall have been issued to beneficial owners Certificate Owners pursuant to Section 3.123.13:
(a) the provisions of this Section 3.10 3.11 shall be in full force and effect;
(b) the Certificate Registrar, the Paying Agent Registrar and the Owner Trustee shall be entitled to deal with the Clearing Agency and the Clearing Agency Participants for all purposes of this Agreement relating to the Book-Entry Certificates (including the payment of principal of and interest on the Book-Entry Certificates and the giving of instructions or directions to Certificate Owners of Book-Entry Certificateshereunder) as the sole Holder of Book-Entry Certificates the Certificate, and shall have no obligations obligation to the Certificate Owners thereofOwners;
(c) to the extent that the provisions of this Section 3.11 conflict with any other provisions of this Agreement, the provisions of this Section 3.11 shall control;
(d) the rights of the Certificate Owners of the Book-Entry Certificates shall be exercised only through the Clearing Agency (or to the extent Certificateholders are not Clearing Agency Participants, through the Clearing Agency Participants through which such Certificateholders own Book-Entry Certificates), and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency and/or Clearing Agency Participants, and all references in this Agreement to actions by Certificateholders shall refer to actions taken by the Clearing Agency upon instructions from the Clearing Agency Participants, and all references in this Agreement to distributions, notices, reports and statements to Certificateholders shall refer to distributions, notices, reports and statements to the Clearing Agency, as registered holder of the Certificates, as the case may be, for distribution to Certificateholders in accordance with the procedures of the Clearing Agency. Pursuant to the Certificate Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 3.123.13, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Book-Entry Certificates to such Clearing Agency Participants; and;
(e) whenever this Agreement requires or permits actions to be taken based upon instructions or directions of the Holders of Certificates evidencing a specified percentage of the Certificate BalanceVoting Interests, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Certificate Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Book-Entry Certificates Voting Interests and has delivered such instructions to the Owner Trustee; provided, however, that the provisions of this Section 3.11 shall not be applicable in respect of Certificates issued to the Seller. The Seller or the Owner Trustee may set a record date for the purpose of determining the identity of Holders of Certificates entitled to vote or to consent to any action by vote as provided in this Agreement.
Appears in 1 contract
Book-Entry Certificates. The Certificates, upon original issuance, will shall be issued as provided in Section 3.02 representing the form of a typewritten Certificate or Certificates representing Book-Entry Certificates, to be delivered to The Depository Trust Company, the initial Clearing Agency, by by, or on behalf of of, the Issuer; provided that one Certificate that constitutes the residual portion of the Certificate Balance may be issued in the form of a Definitive Certificate in a denomination less than an integral multiple of $1.00. Such The Book-Entry Certificate or Certificates shall initially be registered initially on the Certificate Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no beneficial owner (other than Chase Securities Inc.) will Certificate Owner thereof shall receive a definitive Certificate representing such beneficial ownerCertificate Owner's interest in such Certificate, except as provided in Section 3.12. Unless and until definitive, fully registered Certificates (the "Definitive Certificates Certificates") have been issued to beneficial owners such Certificate Owner pursuant to Section 3.12:
(ai) the provisions of this Section 3.10 shall be in full force and effect;
(bii) the Certificate Registrar, the Paying Agent and the Owner Trustee shall be entitled to deal with the Clearing Agency and the Clearing Agency Participants for all purposes of this Agreement relating to the Book-Entry Certificates (including the payment of principal of and interest on the Book-Entry Certificates and the giving of instructions or directions to Certificate Owners of Book-Entry Certificateshereunder) as the sole Holder of Book-Entry Certificates the Certificates, and shall have no obligations obligation to the Certificate Owners thereofOwners;
(ciii) to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control;
(div) the rights of Certificate Owners of the Book-Entry Certificates shall be exercised only through the Clearing Agency (or to the extent Certificateholders are not Clearing Agency Participants, through the Clearing Agency Participants through which such Certificateholders own Book-Entry Certificates), and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency and/or Clearing Agency Participants, and all references in this Agreement to actions by Certificateholders shall refer to actions taken by the Clearing Agency upon instructions from the Clearing Agency Participants, and all references in this Agreement to distributions, notices, reports and statements to Certificateholders shall refer to distributions, notices, reports and statements to the Clearing Agency, as registered holder of the Certificates, as the case may be, for distribution to Certificateholders in accordance with the procedures of the Clearing Agency. Pursuant Participants pursuant to the Certificate Depository Agreement, and, unless and until Definitive Certificates are issued pursuant to Section 3.12issued, the initial Clearing Agency will shall make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Book-Entry Certificates to such Clearing Agency Participants; and
(ev) whenever this Agreement requires or permits actions to be taken based upon written instructions or directions of the Holders of Certificates evidencing a specified percentage of the Certificate Balance, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received written instructions to such effect from Certificate Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Book-Entry Certificates and has delivered such written instructions to the Owner Trustee.
Appears in 1 contract
Book-Entry Certificates. The Certificates, upon original issuance, will be issued in the form of a typewritten Certificate or Certificates representing Book-Entry Certificates, to be delivered to The Depository Trust Company, the initial Clearing Agency, by or on behalf of the Issuer; provided that one Certificate that constitutes the residual portion of the Certificate Balance may be issued in the form of a Definitive Certificate in a denomination less than an integral multiple of $1.00. Such Book-Entry Certificate or Certificates shall initially be registered on the Certificate Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no beneficial owner (other than Chase Securities Inc.) will receive a definitive Certificate representing such beneficial owner's interest in such Certificate, except as provided in Section 3.12. Unless and until Definitive Certificates have been issued to beneficial owners pursuant to Section 3.12:
(a) the provisions of this Section 3.10 shall be in full force and effect;
(b) the Certificate Registrar, the Paying Agent and the Owner Trustee shall be entitled to deal with the Clearing Agency and the Clearing Agency Participants for all purposes of this Agreement relating to the Book-Entry Certificates (including the payment of principal of and interest on the Book-Entry Certificates and the giving of instructions or directions to Certificate Owners of Book-Entry Certificates) as the sole Holder of Book-Entry Certificates and shall have no obligations to Certificate Owners thereof;
(c) to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control;
(d) the rights of Certificate Owners of the Book-Entry Certificates shall be exercised only through the Clearing Agency (or to the extent Certificateholders are not Clearing Agency Participants, through the Clearing Agency Participants through which such Certificateholders own Book-Entry Certificates), and shall be limited to those established by law and agreements between among such Certificate Owners and the Clearing Agency and/or Clearing Agency Participants, and all references in this Agreement to actions by Certificateholders shall refer to actions taken by the Clearing Agency upon instructions in- structions from the Clearing Agency Participants, and all references in this Agreement to distributions, notices, reports and statements to Certificateholders shall refer to distributions, notices, reports and statements to the Clearing Agency, as registered holder of the Certificates, as the case may be, for distribution to Certificateholders in accordance with the procedures of the Clearing Agency. Pursuant to the Certificate Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 3.12, the initial Clearing Agency will make book-entry transfers among Clearing Agency Participants and receive and transmit payments of principal of and interest on the Book-Entry Certificates to such Clearing Agency Participants; and
(e) whenever this Agreement requires or permits actions to be taken based upon instructions or directions of the Holders of Certificates Certificateholders evidencing a specified percentage of the Certificate Balance, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Certificate Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Book-Entry Certificates and has delivered such instructions to the Owner Trustee.
Appears in 1 contract
Book-Entry Certificates. The Certificates, upon original issuance, will be issued in the form of a typewritten Certificate or Certificates representing Book-Entry Certificates, to be delivered to The Depository Trust Company, the initial Clearing Agency, by by, or on behalf of of, the IssuerTrust; provided provided, however, that one Definitive Certificate that constitutes the residual portion of the Certificate Balance may be issued in to the form of a Definitive Certificate in a denomination less than an integral multiple of $1.00Depositor pursuant to Section 3.12. Such Book-Entry Certificate or Certificates shall initially be registered on the Certificate Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no beneficial owner (other than Chase Securities Inc.) Certificate Owner will receive a definitive Definitive Certificate representing such beneficial ownerCertificate Owner's interest in such Certificate, except as provided in Section 3.12. Unless and until definitive, fully registered Certificates (the "Definitive Certificates Certificates") have been issued to beneficial owners Certificate Owners pursuant to Section 3.12:
(a) the provisions of this Section 3.10 shall be in full force and effect;
(b) the Certificate RegistrarDepositor, the Paying Agent Servicer, the Administrator, Certificate Registrar and the Owner Trustee shall be entitled to deal with the Clearing Agency and the Clearing Agency Participants for all purposes of this Agreement relating to the Book-Entry Certificates (including the payment of principal of and interest on the Book-Entry Certificates and the giving of instructions or directions to Certificate Owners of Book-Entry Certificateshereunder) as the sole Holder authorized representative of Book-Entry Certificates and shall have no obligations to the Certificate Owners thereofOwners;
(c) to the extent that the provisions of this Section section conflict with any other provisions of this Agreement, the provisions of this Section shall control;
(d) the rights of Certificate Owners of the Book-Entry Certificates shall be exercised only through the Clearing Agency (or to the extent Certificateholders are not Clearing Agency Participants, through procedures established by the Clearing Agency Participants through which such Certificateholders own Book-Entry Certificates), Agency) and shall be limited to those established by law and the agreements between the Depositor, the Owner Trustee or such Certificate Owners and the Clearing Agency and/or Clearing Agency Participants, and all references in this Agreement to actions by Certificateholders shall refer to actions taken by the Clearing Agency upon instructions from the Clearing Agency Participants, and all references in this Agreement to distributions, notices, reports and statements to Certificateholders shall refer to distributions, notices, reports and statements to the Clearing Agency, as registered holder of the Certificates, as the case may be, for distribution to Certificateholders in accordance with the procedures of the Clearing Agency. Pursuant to the Certificate Depository Agreement, unless Unless and until Definitive Certificates are issued pursuant to Section 3.12, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Book-Entry Certificates to such Clearing Agency Participants; and
(e) whenever this Agreement requires or permits actions to be taken based upon instructions or directions of the Holders of Certificates evidencing a specified percentage of the Certificate Balance, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Certificate Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Book-Entry Certificates and has delivered such instructions to the Owner Trustee.transmit
Appears in 1 contract
Book-Entry Certificates. The Certificates, upon original issuance, will shall be issued as provided in Section 3.2 representing the form of a typewritten Certificate or Certificates representing Book-Entry Certificates, to be delivered to The Depository Trust Company, the initial Clearing Agency, by by, or on behalf of of, the Issuer; provided that one Certificate that constitutes the residual portion of the Certificate Balance may be issued in the form of a Definitive Certificate in a denomination less than an integral multiple of $1.00Trust. Such The Book-Entry Certificate or Certificates shall initially be registered initially on the Certificate Register in the name of Cede & Co.Co. , the nominee of the initial Clearing Agency, and no beneficial owner (other than Chase Securities Inc.) will Certificate Owner thereof shall receive a definitive Certificate representing such beneficial ownerCertificate Owner's interest in such Certificate, except as provided in Section 3.12. Unless and until definitive, fully registered Certificates (the "Definitive Certificates Certificates") have been issued to beneficial owners such Certificate Owners pursuant to Section 3.12:
(ai) the provisions of this Section 3.10 shall be in full force and effect;
(bii) the Certificate Registrar, the Paying Agent Registrar and the Owner Trustee shall be entitled to deal with the Clearing Agency and the Clearing Agency Participants for all purposes of this Agreement relating to the Book-Entry Certificates (including the payment of principal of and interest on the Book-Entry Certificates and the giving of instructions or directions to Certificate Owners of Book-Entry Certificateshereunder) as the sole Holder of Book-Entry Certificates the Certificates, and shall have no obligations obligation to the Certificate Owners thereofOwners;
(ciii) to the extent that the provisions of this Section 3.10 conflict with any other provisions of this Agreement, the provisions of this Section shall control;
(div) the rights of Certificate Owners of the Book-Entry Certificates shall be exercised only through the Clearing Agency (or to the extent Certificateholders are not Clearing Agency Participants, through the Clearing Agency Participants through which such Certificateholders own Book-Entry Certificates), and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency and/or Clearing Agency Participants, and all references in this Agreement to actions by Certificateholders shall refer to actions taken by the Clearing Agency upon instructions from the Clearing Agency Participants, and all references in this Agreement to distributions, notices, reports and statements to Certificateholders shall refer to distributions, notices, reports and statements Participants pursuant to the Clearing Agency, as registered holder of the Certificates, as the case may be, for distribution to Certificateholders in accordance with the procedures of the Clearing Agency. Pursuant to the Certificate Depository Agreement, and, unless and until Definitive Certificates are issued pursuant to Section 3.12, the initial Clearing Agency will shall make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Book-Entry Certificates to such Clearing Agency Participants; and
(ev) whenever this Agreement requires or permits actions to be taken based upon instructions or directions of the Holders of Certificates evidencing a specified percentage of the Certificate Balance, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Certificate Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Book-Entry Certificates and has delivered such instructions to the Owner Trustee.
Appears in 1 contract
Book-Entry Certificates. The A Class Certificates, the A-IO Class Certificates and the Mezzanine Certificates, substantially in the forms of Exhibit B, Exhibit C and Exhibit D hereto, respectively, upon original issuance, will shall be issued in the form of a typewritten Certificate or Certificates representing the Book-Entry Certificates, to be delivered to The Depository Trust CompanyCompany (the "Depository"), which shall be the initial Clearing Agency, Agency by or on behalf of the Issuer; provided such Certificates. The Senior Certificates shall be issued in authorized denominations of $1,000 and integral multiples of $1 in excess thereof (except that one a single Class A Certificate that constitutes the residual portion of the Certificate Balance may be issued in any denomination) and the form of a Definitive Certificate Mezzanine Certificates shall be issued in a denomination less than an integral multiple authorized denominations of $1.00100,000 and integral multiples of $1 in excess thereof. Such Book-Entry Certificate or The Senior Certificates and the Mezzanine Certificates shall initially be registered on in the Certificate Register in the name of Cede & Co., the initial nominee of the Clearing Agency, and no beneficial owner (other than Chase Securities Inc.) will . No Certificate Owner of a Senior Certificate or a Mezzanine Certificate shall receive a definitive Certificate physical certificate representing such beneficial ownerCertificate Owner's interest in such CertificateCertificates, except as provided in Section 3.12subsection (c) below. Unless and until Definitive Certificates have been issued to beneficial owners Certificate Owners pursuant to Section 3.12subsection (c) below:
(ai) the provisions of this Section 3.10 subsection (a) shall be in full force and effecteffect with respect to the Senior Certificates and the Mezzanine Certificates;
(bii) ▇▇▇▇▇▇ ▇▇▇, the Certificate RegistrarMaster Servicer, the Paying Agent Agent, the Certificate Registrar and the Owner Trustee shall be entitled to may deal with the Clearing Agency and the Clearing Agency Participants for all purposes of this Agreement relating to the Book-Entry Certificates (including the payment making of principal of and interest distributions on the Book-Entry Senior Certificates and the giving of instructions or directions to Certificate Owners of Book-Entry Mezzanine Certificates) as the sole Holder authorized representatives of Book-Entry Certificates and shall have no obligations to Certificate Owners thereofthe related Certificateholders;
(ciii) to the extent that the provisions of this Section subsection (a) conflict with any other provisions of this Agreement, the provisions of this Section subsection (a) shall control;control with respect to the Senior Certificates and the Mezzanine Certificates; and
(div) the rights of the related Certificate Owners of the Book-Entry Certificates shall be exercised only through the Clearing Agency (or to and the extent Certificateholders are not Clearing Agency Participants, through the applicable Clearing Agency Participants through which such Certificateholders own Book-Entry Certificates), and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency and/or Clearing Agency Participants, and all references in this Agreement to actions by Certificateholders shall refer to actions taken by the Clearing Agency upon instructions from the Clearing Agency Participants, and all references in this Agreement to distributions, notices, reports and statements to Certificateholders shall refer to distributions, notices, reports and statements to the Clearing Agency, as registered holder of the Certificates, as the case may be, for distribution to Certificateholders in accordance with the procedures of the Clearing Agency. Pursuant to the Certificate Depository Agreement, unless and until Definitive Certificates of the related Class are issued pursuant to Section 3.12subsection (c) below, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments distributions of principal of and interest on the Book-Entry such Certificates to such Clearing Agency Participants; and
(e) whenever this Agreement requires or permits actions to be taken based upon instructions or directions of the Holders of Certificates evidencing a specified percentage of the Certificate Balance, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Certificate Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Book-Entry Certificates and has delivered such instructions to the Owner Trustee.
Appears in 1 contract
Sources: Trust Agreement
Book-Entry Certificates. The Certificates, upon Upon original issuance, will the Class A Certificates and the Class B Certificates, other than the Class A Certificate and the Class B Certificate representing the residual amount of the Original Class A Certificate Balance and the Original Class B Certificate Balance, respectively, which shall be issued upon the written order of the Seller, shall be issued in the form of a one or more typewritten Certificate or Certificates representing the Book-Entry Certificates, to be delivered to The Depository Trust Company, the initial Clearing Agency, by by, or on behalf of of, the Issuer; provided that one Certificate that constitutes the residual portion of the Certificate Balance may be issued in the form of a Definitive Certificate in a denomination less than an integral multiple of $1.00Seller. Such Book-Entry Certificate or Certificates shall initially be registered on the Certificate Register in the name of Cede CEDE & Co., the nominee of the initial Clearing Agency, and no beneficial owner (other than Chase Securities Inc.) Certificate Owner will receive a definitive Certificate certificate representing such beneficial ownerCertificate Owner's interest in such Certificatethe Class A Certificates or the Class B Certificates, as the case may be, except as provided in Section 3.126.10. Unless and until Definitive definitive, fully registered Certificates (collectively, "DEFINITIVE CERTIFICATES") have been issued to beneficial owners Class A Certificateholders or Class B Certificateholders, as the case may be, pursuant to Section 3.126.10:
(ai) the provisions of this Section 3.10 6.8 shall be in full force and effect;
(bii) the Certificate RegistrarSeller, the Paying Agent Servicer, the Trustee and the Owner Trustee shall be entitled to their officers, directors, employees and agents may deal with the Clearing Agency and the Clearing Agency Participants for all purposes of this Agreement relating to the Book-Entry Certificates (including the payment -52- making of principal of and interest distributions on the Book-Entry Certificates and the giving taking of instructions or directions to Certificate Owners of Book-Entry Certificatesactions by the Certificateholders) as the sole Holder authorized representative of Book-Entry Certificates and shall have no obligations to the Certificate Owners thereofOwners;
(ciii) to the extent that the provisions of this Section 6.8 conflict with any other provisions of this Agreement, the provisions of this Section 6.8 shall control;
(div) the rights of Certificate Owners of the Book-Entry Certificates shall be exercised only through the Clearing Agency (or to the extent Certificateholders are not Clearing Agency Participants, through the Clearing Agency Participants through which such Certificateholders own Book-Entry Certificates), and shall be limited to those established by law law, the rules, regulations and procedures of the Clearing Agency and agreements between such Certificate Owners and the Clearing Agency and/or Clearing Agency Participants, and all references in this Agreement to actions by Certificateholders shall refer to actions taken by the Clearing Agency upon instructions from the Clearing Agency Participants, and all references in this Agreement to distributions, notices, reports and statements to Certificateholders shall refer to distributions, notices, reports and statements to the Clearing AgencyAgency or its nominee, as registered holder of the Certificates, as the case may be, for distribution to Certificateholders Certificate Owners in accordance with the rules, regulations and procedures of the Clearing Agency. Pursuant ; and
(v) pursuant to the Certificate Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 3.12, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments distributions of principal of and interest on the Book-Entry Certificates to the Clearing Agency Participants, for distribution by such Clearing Agency Participants; and
(e) whenever Participants to the Certificate Owners or their nominees. For purposes of any provision of this Agreement requires requiring or permits permitting actions to be taken based upon instructions with the consent of, or directions of at the Holders direction of, holders of Certificates evidencing a specified percentage percentages of the aggregate outstanding principal balance of such Certificates, such direction or consent may be given by Certificate BalanceOwners having interests in the requisite percentage, acting through the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Certificate Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Book-Entry Certificates and has delivered such instructions to the Owner TrusteeAgency.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (First Security Corp /Ut/)
Book-Entry Certificates. The Certificates, upon original issuance, will be issued in the form of a typewritten Certificate or Certificates representing Book-Entry Certificates, to be delivered to The Depository Trust Company, the initial Clearing Agency, by by, or on behalf of, the Trust; provided, however, that one Definitive Certificate (the Residual Interest Instrument constituting one of the Issuer; provided that one Certificate that constitutes the residual portion of the Certificate Balance FRH Certificates) may be issued in to the form of a Definitive Certificate in a denomination less than an integral multiple of $1.00Company pursuant to Section 3.10. Such Book-Entry Certificate or Certificates shall initially be registered on the Certificate Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no beneficial owner (other than Chase Securities Inc.) Certificate Owner will receive a definitive Certificate representing such beneficial owner's Certificate Owners' interest in such Certificate, except as provided in this Section 3.123.11 and in Section 3.13. Unless and until Definitive Certificates Certificates, fully registered, have been issued to beneficial owners Certificate Owners pursuant to Section 3.123.13:
(ai) the provisions of this Section 3.10 shall be in full force and effect;
(bii) the Certificate Registrar, the Paying Agent Registrar and the Owner Trustee shall be entitled to deal with the Clearing Agency and the Clearing Agency Participants for all purposes of this Agreement relating to the Book-Entry Certificates (including the payment of principal of and interest on the Book-Entry Certificates and the giving of instructions or directions to Certificate Owners of Book-Entry Certificateshereunder) as the sole Holder of Book-Entry the Certificates and shall have no obligations obligation to the Certificate Owners thereofOwners;
(ciii) to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control;
(div) the rights of Certificate Owners of the Book-Entry Certificates shall be exercised only through the Clearing Agency (or to the extent Certificateholders are not Clearing Agency Participants, through the Clearing Agency Participants through which such Certificateholders own Book-Entry Certificates), and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency and/or Clearing Agency Participants, and all references in this Agreement to actions by Certificateholders shall refer to actions taken by the Clearing Agency upon instructions from the Clearing Agency Participants, and all references in this Agreement to distributions, notices, reports and statements to Certificateholders shall refer to distributions, notices, reports and statements to the Clearing Agency, as registered holder of the Certificates, as the case may be, for distribution to Certificateholders in accordance with the procedures of the Clearing Agency. Pursuant to the Certificate Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 3.123.13, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Book-Entry Certificates to such Clearing Agency Participants; and
(ev) whenever this Agreement requires or permits actions to be taken based upon instructions or directions of the Holders of Certificates evidencing a specified percentage of the Certificate Principal Balance, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Certificate Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Book-Entry Certificates and has delivered such instructions to the Owner Trustee.
Appears in 1 contract
Book-Entry Certificates. The Certificates, upon original issuance, will Certificates may be issued in the form of a one or more typewritten Certificate or Certificates representing Book-Entry Certificates, to be delivered by, or on behalf of, the Seller to The Depository Trust Company, the initial Clearing Agency, by or on behalf of the Issuer; provided that one Certificate that constitutes the residual portion of the Certificate Balance may be issued which, unless otherwise specified in the form of a Definitive Certificate in a denomination less than an integral multiple of $1.00Agreement, shall be The Depository Trust Company. Such Book-Entry Certificate or In such case, the Certificates delivered to the Depository Trust Company shall initially be registered on the Certificate Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no beneficial owner (other than Chase Securities Inc.) Certificate Owner will receive a definitive Certificate certificate representing such beneficial ownerCertificate Owner's interest in such Certificatethe Certificates, except as provided in Section 3.1215.11. Unless and until definitive, fully registered Certificates (the "Definitive Certificates Certificates") have been issued to beneficial owners such Certificate Owners pursuant to Section 3.1215.11:
(ai) the provisions of this Section 3.10 shall be in full force and effect;
(bii) the Certificate RegistrarSeller, the Paying Agent Servicer, the Certificate Insurer, the Certificate Registrar and the Owner Trustee shall be entitled to may deal with the Clearing Agency and the Clearing Agency Participants for all purposes of this Agreement relating to the Book-Entry Certificates (including the payment making of principal of and interest distributions on the Book-Entry Certificates and the giving of instructions or directions to Certificate Owners of Book-Entry such Certificates) as the sole Holder of Book-Entry such Certificates and shall have no obligations obligation to the related Certificate Owners thereofOwners;
(ciii) to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control;
(div) the rights of such Certificate Owners of the Book-Entry Certificates shall be exercised only through the Clearing Agency (or to the extent Certificateholders are not Clearing Agency Participants, through the Clearing Agency Participants through which such Certificateholders own Book-Entry Certificates), and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency and/or Clearing Agency Participants, and all references in this Agreement to actions by Certificateholders shall refer to actions taken by the Clearing Agency upon instructions from the Clearing Agency Participants, and all references in this Agreement to distributions, notices, reports and statements to Certificateholders shall refer to distributions, notices, reports and statements to the Clearing Agency, as registered holder of the Certificates, as the case may be, for distribution to Certificateholders in accordance with the procedures of the Clearing Agency. Pursuant to the Certificate Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 3.1215.11, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments distributions of principal of and interest on the Book-Entry such Certificates to such Clearing Agency Participants; and
(ev) whenever this the Agreement requires or permits actions to be taken based upon instructions or directions of the Holders of Certificates evidencing a specified percentage of the Certificate Balance, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Certificate Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Book-Entry such Certificates and has delivered such instructions to the Owner Trustee.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (FCC Receivables Corp)
Book-Entry Certificates. The Certificates, upon original issuance, will be issued in the form of a typewritten Certificate or Certificates representing Book-Entry Certificates, to be delivered to The Depository Trust Company, the initial Clearing Agency, by by, or on behalf of of, the Issuer; provided that one Certificate that constitutes the residual portion of the Certificate Balance may be issued in the form of a Definitive Certificate in a denomination less than an integral multiple of $1.00Trust. Such Book-Entry Certificate or Book-Entry Certificates shall initially be registered on the Certificate Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no beneficial Certificate owner (other than Chase Securities Inc.) will receive a definitive Definitive Certificate representing such beneficial ownerCertificate Owner's interest in such Certificate, except as provided in Section 3.12. Unless and until definitive, fully registered Certificates (the "Definitive Certificates Certificates") have been issued to beneficial Certificate owners pursuant to Section 3.12:
(ai) the provisions of this Section 3.10 shall be in full force and effect;
(bii) the Certificate Registrar, the Paying Agent Registrar and the Owner Trustee shall be entitled to deal with the Clearing Agency and the Clearing Agency Participants for all purposes of this Agreement relating to the Book-Entry Certificates (including the payment of principal of and interest on the Book-Entry Certificates and the giving of instructions or directions to Certificate Owners of Book-Entry Certificateshereunder) as the sole Holder of Book-Entry Certificates Certificateholder and shall have no obligations obligation to the Certificate Owners thereofowners;
(ciii) to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control;
(div) the rights of Certificate Owners of the Book-Entry Certificates Certificateholders shall be exercised only through the Clearing Agency (or to the extent Certificateholders are not Clearing Agency Participants, through the Clearing Agency Participants through which such Certificateholders own Book-Entry Certificates), and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency and/or Clearing Agency Participants, and all references in this Agreement to actions by Certificateholders shall refer to actions taken by the Clearing Agency upon instructions from the Clearing Agency Participants, and all references in this Agreement to distributions, notices, reports and statements to Certificateholders shall refer to distributions, notices, reports and statements to the Clearing Agency, as registered holder of the Certificates, as the case may be, for distribution to Certificateholders in accordance with the procedures of the Clearing Agency. Pursuant to the Certificate Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 3.12, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments distribution in respect of principal of the Certificate Balance and interest return on the Book-Entry Certificates to such Clearing Agency Participants; and
(ev) whenever this Agreement requires or permits actions to be taken based upon instructions or directions of the Holders Certificateholders of Certificates evidencing a specified percentage of the Certificate Balance, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Certificate Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Book-Entry Certificates and has delivered such instructions to the Owner Trustee.
Appears in 1 contract
Sources: Trust Agreement (Efg Funding Corp)
Book-Entry Certificates. The Trust Certificates, upon original issuance, will be issued in the form of a typewritten Trust Certificate or Trust Certificates representing Book-Entry Certificates, to be delivered to The Depository Trust Company, the initial Clearing Agency, by by, or on behalf of of, the Issuer; provided that one Certificate that constitutes the residual portion of the Certificate Balance may be issued in the form of a Definitive Certificate in a denomination less than an integral multiple of $1.00Trust. Such Book-Entry Certificate or Book-Entry Certificates shall initially be registered on the Certificate Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no beneficial owner (other than Chase Securities Inc.) Certificate Owner will receive a definitive Definitive Certificate representing such beneficial ownerCertificate Owner's interest in such Trust Certificate, except as provided in Section 3.12. Unless and until definitive, fully registered Trust Certificates (the "Definitive Certificates Certificates") have been issued to beneficial owners Certificate Owners pursuant to Section 3.12:
(ai) the provisions of this Section 3.10 shall be in full force and effect;
(bii) the Certificate Registrar, the Paying Agent Registrar and the Owner Eligible Lender Trustee shall be entitled to deal with the Clearing Agency and the Clearing Agency Participants for all purposes of this Agreement relating to the Book-Entry Certificates (including the payment of principal of and interest on the Book-Entry Trust Certificates and the giving of instructions or directions to Certificate Owners of Book-Entry Certificateshereunder) as the sole Holder of Book-Entry Certificates Certificateholder and shall have no obligations obligation to the Certificate Owners thereofOwners;
(ciii) to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control;
(div) the rights of Certificate Owners of the Book-Entry Certificates shall be exercised only through the Clearing Agency (or to the extent Certificateholders are not Clearing Agency Participants, through the Clearing Agency Participants through which such Certificateholders own Book-Entry Certificates), and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency and/or Clearing Agency Participants, and all references in this Agreement to actions by Certificateholders shall refer to actions taken by the Clearing Agency upon instructions from the Clearing Agency Participants, and all references in this Agreement to distributions, notices, reports and statements to Certificateholders shall refer to distributions, notices, reports and statements to the Clearing Agency, as registered holder of the Certificates, as the case may be, for distribution to Certificateholders in accordance with the procedures of the Clearing Agency. Pursuant to the Certificate Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 3.12, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments distributions in respect of principal of the Certificate Principal Balance and interest on the Book-Entry Trust Certificates to such Clearing Agency Participants; and
(ev) whenever this Agreement requires or permits actions to be taken based upon instructions or directions of the Holders Certificateholders of Trust Certificates evidencing a specified percentage of the Certificate Principal Balance, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Certificate Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Book-Entry Trust Certificates and has delivered such instructions to the Owner Eligible Lender Trustee.
Appears in 1 contract
Sources: Trust Agreement (SLM Funding Corp)
Book-Entry Certificates. The Certificates, upon original issuance, Trust Certificates will be issued in the form of a typewritten Trust Certificate or Trust Certificates representing Book-Entry Certificates, to be delivered to The Depository Trust Company, the initial Clearing Agency, by by, or on behalf of of, the IssuerTrust; provided provided, however, that one Definitive Certificate that constitutes the residual portion of the Certificate Balance (as defined below) may be issued in to the form of a Definitive Certificate in a denomination less than an integral multiple of $1.00Company pursuant to Section 3.10. Such Book-Entry Certificate or Book-Entry Certificates shall initially be registered on the Certificate Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no beneficial owner Certificate Owner (other than Chase Securities Inc.the Company) will receive a definitive Definitive Certificate representing such beneficial ownerCertificate Owner's interest in such Trust Certificate, except as provided in Section 3.123.13. Unless and until definitive, fully registered Trust Certificates (the "Definitive Certificates Certificates") have been issued to beneficial owners Certificate Owners pursuant to Section 3.123.13:
(ai) the provisions of this Section 3.10 shall be in full force and effect;
(bii) the Certificate Registrar, the Paying Agent Registrar and the Owner Eligible Lender Trustee shall be entitled to deal with the Clearing Agency and the Clearing Agency Participants for all purposes of this Agreement relating to the Book-Entry Certificates (including the payment of principal of and interest on the Book-Entry Trust Certificates and the giving of instructions or directions to Certificate Owners of Book-Entry Certificateshereunder) as the sole Holder of Book-Entry Certificates Certificateholder and shall have no obligations obligation to the Certificate Owners thereofOwners;
(ciii) to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control;
(div) the rights of Certificate Owners of the Book-Entry Certificates shall be exercised only through the Clearing Agency (or to the extent Certificateholders are not Clearing Agency Participants, through the Clearing Agency Participants through which such Certificateholders own Book-Entry Certificates), and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency and/or Clearing Agency Participants, and all references in this Agreement to actions by Certificateholders shall refer to actions taken by the Clearing Agency upon instructions from the Clearing Agency Participants, and all references in this Agreement to distributions, notices, reports and statements to Certificateholders shall refer to distributions, notices, reports and statements to the Clearing Agency, as registered holder of the Certificates, as the case may be, for distribution to Certificateholders in accordance with the procedures of the Clearing Agency. Pursuant to the Certificate Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 3.123.13, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Book-Entry Trust Certificates to such Clearing Agency Participants; and
(ev) whenever this Agreement requires or permits actions to be taken based upon instructions or directions of the Holders Certificateholders of Trust Certificates evidencing a specified percentage of the Certificate Balance, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Certificate Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Book-Entry Trust Certificates and has delivered such instructions to the Owner Eligible Lender Trustee.
Appears in 1 contract
Book-Entry Certificates. The (a) Each Class of Book-Entry ------------------------ Certificates, upon original issuance, will shall be issued in the form of a one or more typewritten Certificate or Certificates representing the Book-Entry Certificates, to be delivered to The Depository Trust Company, the initial Clearing Agency, by by, or on behalf of of, the Issuer; provided that one Certificate that constitutes the residual portion of the Certificate Balance may be issued in the form of a Definitive Certificate in a denomination less than an integral multiple of $1.00Depositor. Such The Book-Entry Certificate or Certificates shall initially be registered on the Certificate Register in the name of Cede & Co., the initial nominee of the Clearing Agency, and no beneficial owner (other than Chase Securities Inc.) Certificate Owner will receive a definitive Certificate certificate representing such beneficial ownerCertificate Owner's interest in such Certificatethe Book-Entry Certificates, except as provided in Section 3.123.09(c). Unless and until Definitive Certificates have been issued to beneficial owners Certificate Owners of Book-Entry Certificates pursuant to Section 3.12:3.09(c):
(ai) the provisions of this Section 3.10 3.09 shall be in full force and effect;
(bii) the Certificate RegistrarDepositor, the Master Servicer, the Paying Agent Agent, the Registrar and the Owner Trustee shall be entitled to may deal with the Clearing Agency and the Clearing Agency Participants for all purposes of this Agreement relating to the Book-Entry Certificates (including the payment making of principal of and interest distributions on the Book-Entry Certificates and the giving of instructions or directions to Certificate Owners of Book-Entry Certificates) as the sole Holder authorized representatives of Book-Entry Certificates and shall have no obligations to the Certificate Owners thereofand the Clearing Agency shall be responsible for crediting the amount of such distributions to the accounts of such Persons entitled thereto, in accordance with the Clearing Agency's normal procedures;
(ciii) to the extent that the provisions of this Section 3.09 conflict with any other provisions of this Agreement, the provisions of this Section 3.09 shall control;; and
(div) the rights of Certificate Owners of the Book-Entry Certificates shall be exercised only through the Clearing Agency (or to the extent Certificateholders are not Clearing Agency Participants, through and the Clearing Agency Participants through which such Certificateholders own Book-Entry Certificates), and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency and/or Clearing Agency Participants, and all references in this Agreement to actions by Certificateholders shall refer to actions taken by the Clearing Agency upon instructions from the Clearing Agency Participants, and all references in this Agreement to distributions, notices, reports and statements to Certificateholders shall refer to distributions, notices, reports and statements to the Clearing Agency, as registered holder of the Certificates, as the case may be, for distribution to Certificateholders in accordance with the procedures of the Clearing Agency. Pursuant to the Certificate Depository Agreement, unless Unless and until Definitive Certificates are issued pursuant to Section 3.123.09(c), the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments distributions of principal of and interest on the Book-Entry Certificates to such Clearing Agency Participants; and.
(eb) whenever Whenever notice or other communication to the Certificateholders is required under this Agreement requires or permits actions Agreement, unless and until Definitive Certificates shall have been issued to Certificate Owners pursuant to Section 3.09(c), the Trustee shall give all such notices and communications specified herein to be taken based upon instructions or directions given to Holders of the Holders Book-Entry Certificates to the Clearing Agency.
(c) If (i) (A) the Depositor advises the Trustee in writing that the Clearing Agency is no longer willing or able to discharge properly its responsibilities with respect to the Book-Entry Certificates, and (B) the Trustee or the Depositor is unable to locate a qualified successor, (ii) the Depositor, at its option, advises the Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or (iii) after the occurrence of an Event of Default, Certificate Owners representing beneficial interests aggregating not less than 50% of the Class Principal Amount of a Class of Book-Entry Certificates evidencing identified as such to the Trustee by an Officer's Certificate from the Clearing Agency advise the Trustee and the Clearing Agency through the Clearing Agency Participants in writing that the continuation of a specified percentage book-entry system through the Clearing Agency is no longer in the best interests of the Certificate BalanceOwners of a Class of Book-Entry Certificates, the Trustee shall notify or cause the Certificate Registrar to notify the Clearing Agency to effect notification to all Certificate Owners, through the Clearing Agency, of the occurrence of any such event and of the availability of Definitive Certificates to Certificate Owners requesting the same. Upon surrender to the Trustee of the Book-Entry Certificates by the Clearing Agency, accompanied by registration instructions from the Clearing Agency for registration, the Trustee shall issue the Definitive Certificates. Neither the Transferor nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates all references herein to obligations imposed upon or to be performed by the Clearing Agency shall be deemed to represent such percentage only be imposed upon and performed by the Trustee, to the extent that it has received instructions applicable, with respect to such effect from Certificate Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage Definitive Certificates and the Trustee shall recognize the holders of the beneficial interest in the Book-Entry Definitive Certificates and has delivered such instructions to the Owner Trusteeas Certificateholders hereunder.
Appears in 1 contract
Book-Entry Certificates. The CertificatesCertificates (other than a Certificate representing any residual portion of the Pool Balance), upon original issuance, will shall be issued in the form of a typewritten Certificate or Certificates representing the Book-Entry Certificates, to be delivered to The Depository Trust Company, the initial Clearing Agency, by the Seller or on behalf of the Issuer; provided that one Certificate that constitutes the residual portion of the Certificate Balance may be issued in the form of a Definitive Certificate in a denomination less than an integral multiple of $1.00its behalf. Such Book-Entry Certificate or The Certificates shall initially be registered on the Certificate Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no beneficial owner (other than Chase Securities Inc.) Certificate Owner will receive a definitive Certificate certificate representing such beneficial ownerCertificate Owner's interest in such Certificatethe Certificates, except as provided in Section 3.125.10. Unless and until definitive, fully registered Certificates ("Definitive Certificates Certificates") have been issued to beneficial owners Certificateholders pursuant to Section 3.125.10:
(ai) the provisions of this Section 3.10 5.8 shall be in full force and effect;
(bii) the Certificate RegistrarSeller, the Servicer, the Paying Agent, the Transfer Agent and Certificate Registrar and the Owner Trustee shall be entitled to may deal exclusively with the Clearing Agency for all purposes (including the making of distributions in respect of the Certificates and the taking of actions by the Certificateholders) as the authorized representative of the Clearing Agency Participants for all purposes of this Agreement relating to the Book-Entry Certificates (including the payment of principal of and interest on the Book-Entry Certificates and the giving of instructions or directions to Certificate Owners of Book-Entry Certificates) as the sole Holder of Book-Entry Certificates and shall have no obligations to Certificate Owners thereofOwners;
(ciii) to the extent that the provisions of this Section 5.8 conflict with any other provisions of this Agreement, the provisions of this Section 5.8 shall control;
(div) the rights of Certificate Owners of the Book-Entry Certificates shall be exercised only through the Clearing Agency (or to the extent Certificateholders Certificate Owners are not Clearing Agency Participants, Participants through the Clearing Agency Participants through which such Certificateholders Certificate Owners own Book-Entry Certificates), ) and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency and/or the Clearing Agency Participants, Participants and all references in this Agreement to actions by Certificateholders shall refer to actions taken by the Clearing Agency upon instructions from the Clearing Agency Participants, and all references in this Agreement to distributions, notices, reports and statements to Certificateholders shall refer to distributions, notices, reports and statements to the Clearing AgencyAgency or its nominee, as registered holder of the Certificates, as the case may be, for distribution to Certificateholders Certificate Owners in accordance with the procedures of the Clearing Agency. Pursuant ; and
(v) pursuant to the Certificate Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 3.12, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments distributions of principal of and interest on the Book-Entry Certificates to the Clearing Agency Participants, for distribution by such Clearing Agency Participants; and
(e) whenever Participants to the Certificate Owners or their nominees. The Clearing Agency Participants shall have no rights under this Agreement requires under or permits actions with respect to be taken based upon instructions or directions any of the Holders of Certificates evidencing a specified percentage of held on their behalf by the Certificate BalanceClearing Agency, and the Clearing Agency shall may be deemed to represent such percentage only to treated by the extent that it has received instructions to such effect from Certificate Owners and/or Clearing Agency Participants owning or representingTrustee, respectivelyand its agents, such required percentage employees, officers and directors, as the absolute owner of the beneficial interest in the Book-Entry Certificates and has delivered such instructions to the Owner Trusteefor all purposes whatsoever.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Onyx Acceptance Financial Corp)
Book-Entry Certificates. The Certificates, Trust Certificates upon original issuance, issuance will be issued in the form of a one or more typewritten Certificate or Certificates certificates representing the Book-Entry Trust Certificates, to be delivered to The Depository Trust CompanyDTC, the initial Clearing Agency, by by, or on behalf of of, the IssuerTrust; provided provided, however, that one Definitive Trust Certificate that constitutes the residual portion of the Certificate Balance (as defined below) may be issued in to the form of a Definitive Certificate in a denomination less than an integral multiple of $1.00Company pursuant to Section 3.11. Such Book-Entry Certificate The certificate or certificates delivered to DTC evidencing such Trust Certificates shall initially be registered on the Certificate Register in the name of Cede CEDE & Co.CO., the nominee of the initial Clearing Agency, and no beneficial owner Certificate Owner (other than Chase Securities Inc.the Company) will receive a definitive Certificate certificate representing such beneficial ownerCertificate Owner's interest in such Certificatethe Trust Certificates, except as provided in Section 3.123.14. Unless and until definitive, fully registered Trust Certificates (the "Definitive Certificates Trust Certificates") have been issued to beneficial owners Certificate Owners pursuant to Section 3.123.14:
(ai) the provisions of this Section 3.10 shall be in full force and effect;
(bii) the Certificate RegistrarDepositor, the Paying Agent Master Servicer, the Certificate Registrar and the Owner Trustee shall be entitled Trustee, subject to the provisions and limitations of Sections 2.03 and 2.06, may deal with the Clearing Agency and the Clearing Agency Participants for all purposes of this Agreement relating to the Book-Entry Certificates (including the payment making of principal of and interest distributions on the Book-Entry Certificates and the giving of instructions or directions to Certificate Owners of Book-Entry Trust Certificates) as the sole Holder authorized representative of Book-Entry Certificates and shall have no obligations to the Certificate Owners thereofOwners;
(ciii) to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control;
(div) the rights of Certificate Owners of the Book-Entry Certificates shall be exercised only through the Clearing Agency (or to the extent Certificateholders are not Clearing Agency Participants, through procedures established by the Clearing Agency Participants through which such Certificateholders own Book-Entry Certificates), Agency) and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency and/or Clearing Agency Participants, and all references in this Agreement to actions by Certificateholders shall refer to actions taken by the Clearing Agency upon instructions from the Clearing Agency Participants, and all references in this Agreement to distributions, notices, reports and statements to Certificateholders shall refer to distributions, notices, reports and statements to the Clearing Agency, as registered holder of the Certificates, as the case may be, for distribution to Certificateholders in accordance with the procedures of the Clearing Agency. Pursuant ; pursuant to the Certificate Depository Agreement, unless and until Definitive Trust Certificates are issued pursuant to Section 3.123.14, the initial Clearing Agency will make book-entry transfers among Clearing Agency Participants and receive and transmit payments of principal of and interest on the Book-Entry Certificates to such Clearing Agency Participants; and
(e) whenever this Agreement requires or permits actions to be taken based upon instructions or directions of the Holders of Certificates evidencing a specified percentage of the Certificate Balance, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Certificate Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Book-Entry Certificates and has delivered such instructions to the Owner Trustee.among
Appears in 1 contract
Book-Entry Certificates. The Certificates, upon original issuance, will be issued in the form of a typewritten Certificate or Certificates representing Book-Entry Certificates, to be delivered to The Depository Trust Company, the initial Clearing Agency, by or on behalf of the Issuer; provided that one Certificate that constitutes the residual portion of the Certificate Balance may be issued in the form of a Definitive Certificate in a denomination less than an integral multiple of $1.00. Such Book-Entry Certificate or Certificates shall initially be registered on the Certificate Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no beneficial owner (other than Chase J.P. Morgan Securities Inc.) will receive a definitive Certificate representing Certifica▇▇ ▇▇▇▇▇▇▇▇ting such beneficial owner's interest in such Certificate, except as provided in Section 3.12. Unless and until Definitive Certificates have been issued to beneficial owners pursuant to Section 3.12:
(a) the provisions of this Section 3.10 shall be in full force and effect;
(b) the Certificate Registrar, the Paying Agent and the Owner Trustee shall be entitled to deal with the Clearing Agency and the Clearing Agency Participants for all purposes of this Agreement relating to the Book-Entry Certificates (including the payment of principal of and interest on the Book-Entry Certificates and the giving of instructions or directions to Certificate Owners of Book-Entry Certificates) as the sole Holder of Book-Entry Certificates and shall have no obligations to Certificate Owners thereof;
(c) to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control;
(d) the rights of Certificate Owners of the Book-Entry Certificates shall be exercised only through the Clearing Agency (or to the extent Certificateholders are not Clearing Agency Participants, through the Clearing Agency Participants through which such Certificateholders own Book-Entry Certificates), and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency and/or Clearing Agency Participants, and all references in this Agreement to actions by Certificateholders shall refer to actions taken by the Clearing Agency upon instructions from the Clearing Agency Participants, and all references in this Agreement to distributions, notices, reports and statements to Certificateholders shall refer to distributions, notices, reports and statements to the Clearing Agency, as registered holder of the Certificates, as the case may be, for distribution to Certificateholders in accordance with the procedures of the Clearing Agency. Pursuant to the Certificate Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 3.12, the initial Clearing Agency will make book-entry transfers among Clearing Agency Participants and receive and transmit payments of principal of and interest on the Book-Entry Certificates to such Clearing Agency Participants; and
(e) whenever this Agreement requires or permits actions to be taken based upon instructions or directions of the Holders of Certificates evidencing a specified percentage of the Certificate Balance, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Certificate Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Book-Entry Certificates and has delivered such instructions to the Owner Trustee.
Appears in 1 contract
Book-Entry Certificates. The Class B Certificates, upon original issuance, will shall be issued in the form of a typewritten Certificate or Certificates representing Book-Entry Certificates, to be delivered to The Depository Trust Company, the initial Clearing Agency, Agency by or on behalf of the Issuer; provided that one Certificate that constitutes the residual portion of the Certificate Balance may be issued in the form of a Definitive Certificate in a denomination less than an integral multiple of $1.00Trust. Such Book-Entry Certificate or Certificates shall initially be registered on the Certificate Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no beneficial owner (other than Chase Securities Inc.) will Certificate Owner with respect to a Class B Certificate shall receive a definitive Certificate representing such beneficial ownerCertificate Owner's interest in such Class B Certificate, except as provided in Section 3.123.13. Unless and until definitive fully registered Certificates (the "Definitive Certificates") representing the Class B Certificates shall have been issued to beneficial owners Certificate Owners with respect to a Class B Certificate pursuant to Section 3.123.13:
(a) the provisions of this Section 3.10 3.11 shall be in full force and effect;
(b) the Certificate Registrar, the Paying Agent Registrar and the Owner Trustee shall be entitled to deal with the Clearing Agency and the Clearing Agency Participants for all purposes of this Agreement relating to the Book-Entry Certificates (including the payment distribution of principal of Class B Certificate Balance and interest on the Book-Entry Class B Certificates and the giving of instructions or directions to Certificate Owners of Book-Entry Certificateshereunder) as the sole Holder of Book-Entry Certificates the Class B Certificate, and shall have no obligations obligation to the Certificate Owners thereofOwners;
(c) to the extent that the provisions of this Section 3.11 conflict with any other provisions of this Agreement, the provisions of this Section 3.11 shall control;
(d) the rights of the Certificate Owners of the Book-Entry Class B Certificates shall be exercised only through the Clearing Agency (or to the extent Certificateholders are not Clearing Agency Participants, through the Clearing Agency Participants through which such Certificateholders own Book-Entry Certificates), and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency and/or Clearing Agency Participants, and all references in this Agreement to actions by Certificateholders shall refer to actions taken by the Clearing Agency upon instructions from the Clearing Agency Participants, and all references in this Agreement to distributions, notices, reports and statements to Certificateholders shall refer to distributions, notices, reports and statements to the Clearing Agency, as registered holder of the Certificates, as the case may be, for distribution to Certificateholders in accordance with the procedures of the Clearing Agency. Pursuant to the Certificate Depository AgreementAgreement in the form attached as Exhibit C, unless and until Definitive Certificates representing the Class B Certificates are issued pursuant to Section 3.123.13, the initial Clearing Agency will shall make book-entry transfers among the Clearing Agency Participants and receive and transmit payments distributions of principal of Class B Certificate Balance and interest on the Book-Entry Class B Certificates to such Clearing Agency Participants; and;
(e) whenever this Agreement requires or permits actions to be taken based upon instructions or directions of the Holders of Class B Certificates evidencing a specified percentage of the Certificate BalanceClass B Voting Interests, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received written instructions to such effect from Certificate Owners of the Class B Certificates and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Book-Entry Certificates Class B Voting Interests and has delivered such instructions to the Owner Trustee. The Seller or the Owner Trustee may set a record date for the purpose of determining the identity of Holders of Certificates entitled to vote or to consent to any action by vote as provided in this Agreement.
Appears in 1 contract
Sources: Trust Agreement (Navistar Financial Retail Receivables Corporation)
Book-Entry Certificates. (a) The Certificates, upon original issuance, will Class S Certificates shall be issued in the form of a typewritten Certificate or Certificates representing typewritten, global Book-–Entry Certificates, to be delivered to The Depository Trust CompanyDTC, the initial Clearing Agency, by by, or on behalf of of, the Issuer; provided that one Certificate that constitutes the residual portion of the Certificate Balance may be issued in the form of a Definitive Certificate in a denomination less than an integral multiple of $1.00Trust. Such The Book-–Entry Certificate or Certificates shall initially be registered initially on the Certificate Register in the name of Cede & Co., the initial Clearing Agencynominee of DTC, and no beneficial owner (other than Chase Securities Inc.) thereof will receive a definitive Certificate representing such beneficial owner's Owner’s interest in such CertificateNote, except as provided in Section 3.123.07(c). Unless and until definitive, fully registered Certificates (the “Definitive Certificates Certificates”) have been issued to beneficial owners such Owners pursuant to Section 3.12:3.07(c):
(ai) the provisions of this Section 3.10 shall be in full force and effect;
(bii) the Certificate Registrar, the Paying Agent Registrar and the Owner Trustee shall be entitled to deal with the Clearing Agency and the Clearing Agency Participants for all purposes of this Agreement relating to the Book-Entry Certificates (including the payment of principal of and interest payments on the Book-Entry Certificates and the giving of instructions or directions to Certificate Owners of Book-Entry Certificateshereunder) as the sole Holder of the Book-Entry Certificates Certificates, and shall have no obligations obligation to Certificate Owners thereofthe Owners;
(ciii) to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control;
(div) the rights of Certificate Owners of the Book-Entry Certificates shall be exercised only through the Clearing Agency (or to the extent Certificateholders are not Clearing Agency Participants, through the Clearing Agency Participants through which such Certificateholders own Book-Entry Certificates), and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency and/or Clearing Agency Participants, and all references in this Agreement to actions by Certificateholders shall refer to actions taken by the Clearing Agency upon instructions from the Clearing Agency Participants, and all references in this Agreement Participants pursuant to distributions, notices, reports and statements to Certificateholders shall refer to distributions, notices, reports and statements to the Clearing Agency, as registered holder of the Certificates, as the case may be, for distribution to Certificateholders in accordance with the procedures of the Clearing Agency. Pursuant to the Certificate Depository Agreement, unless Unless and until Definitive Certificates are issued pursuant to Section 3.123.07(c), the initial Clearing Agency will make book-–entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Book-Entry Certificates to such Clearing Agency Participants; and
(ev) whenever this Agreement or any other Operative Agreement requires or permits actions to be taken based upon instructions or directions of the Holders of Certificates evidencing a specified percentage Percentage Interest of the Certificate BalanceBook-Entry Certificates, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Certificate Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Book-Entry Certificates and has delivered such instructions to the Owner Trustee.
Appears in 1 contract
Book-Entry Certificates. The (i) Each Class of Book-Entry Certificates, upon original issuance, will shall be issued in the form of a one or more typewritten Certificate or Certificates representing the Book-Entry Certificates, to be delivered to The Depository Trust Company, or its custodian, the initial Clearing Agency, by by, or on behalf of of, the Issuer; provided that one Certificate that constitutes the residual portion of the Certificate Balance may be issued in the form of a Definitive Certificate in a denomination less than an integral multiple of $1.00Depositor. Such The Book-Entry Certificate or Certificates shall initially be registered on the Certificate Register in the name of Cede & Co., the initial nominee of the Clearing Agency, and no beneficial owner (other than Chase Securities Inc.) Certificate Owner will receive a definitive Certificate certificate representing such beneficial owner's Certificate Owner’s interest in such Certificatethe Book-Entry Certificates, except as provided in Section 3.123.09(c). Unless and until Definitive Certificates have been issued to beneficial owners Certificate Owners of Book-Entry Certificates pursuant to Section 3.12:3.09(c):
(ai) the provisions of this Section 3.10 3.09 shall be in full force and effect;
(bii) the Certificate RegistrarDepositor, the Master Servicer, the Paying Agent Agent, the Certificate Registrar and the Owner Trustee shall be entitled to may deal with the Clearing Agency and the Clearing Agency Participants for all purposes of this Agreement relating to the Book-Entry Certificates (including the payment making of principal of and interest distributions on the Book-Entry Certificates and the giving of instructions or directions to Certificate Owners of Book-Entry Certificates) as the sole Holder authorized representatives of Book-Entry Certificates and shall have no obligations to the Certificate Owners thereofand the Clearing Agency shall be responsible for crediting the amount of such distributions to the accounts of such Persons entitled thereto, in accordance with the Clearing Agency’s normal procedures;
(ciii) to the extent that the provisions of this Section 3.09 conflict with any other provisions of this Agreement, the provisions of this Section 3.09 shall control;; and
(div) the rights of Certificate Owners of the Book-Entry Certificates shall be exercised only through the Clearing Agency (or to the extent Certificateholders are not Clearing Agency Participants, through and the Clearing Agency Participants through which such Certificateholders own Book-Entry Certificates), and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency and/or Clearing Agency Participants, and all references in this Agreement to actions by Certificateholders shall refer to actions taken by the Clearing Agency upon instructions from the Clearing Agency Participants, and all references in this Agreement to distributions, notices, reports and statements to Certificateholders shall refer to distributions, notices, reports and statements to the Clearing Agency, as registered holder of the Certificates, as the case may be, for distribution to Certificateholders in accordance with the procedures of the Clearing Agency. Pursuant to the Certificate Depository Agreement, unless Unless and until Definitive Certificates are issued pursuant to Section 3.123.09(c), the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments distributions of principal of and interest on the Book-Entry Certificates to such Clearing Agency Participants; and.
(eb) whenever Whenever notice or other communication to the Certificateholders is required under this Agreement requires or permits actions Agreement, unless and until Definitive Certificates shall have been issued to Certificate Owners pursuant to Section 3.09(c), the Trustee shall give all such notices and communications specified herein to be taken based upon instructions or directions given to Holders of the Holders Book-Entry Certificates to the Clearing Agency.
(c) If (i) (A) the Depositor advises the Trustee in writing that the Clearing Agency is no longer willing or able to discharge properly its responsibilities with respect to the Book-Entry Certificates, and (B) the Trustee or the Depositor is unable to locate a qualified successor, (ii) the Depositor, at its option, advises the Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or (iii) after the occurrence of an Event of Default, Certificate Owners representing beneficial interests aggregating not less than 50% of the Class Principal Amount of a Class of Book-Entry Certificates evidencing identified as such to the Trustee by an Officer’s Certificate from the Clearing Agency advise the Trustee and the Clearing Agency through the Clearing Agency Participants in writing that the continuation of a specified percentage book-entry system through the Clearing Agency is no longer in the best interests of the Certificate BalanceOwners of a Class of Book-Entry Certificates, the Trustee shall notify or cause the Certificate Registrar to notify the Clearing Agency to effect notification to all Certificate Owners, through the Clearing Agency, of the occurrence of any such event and of the availability of Definitive Certificates to Certificate Owners requesting the same. Upon surrender to the Trustee of the Book-Entry Certificates by the Clearing Agency, accompanied by registration instructions from the Clearing Agency for registration, the Trustee shall issue the Definitive Certificates. Neither the Transferor nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates all references herein to obligations imposed upon or to be performed by the Clearing Agency shall be deemed to represent such percentage only be imposed upon and performed by the Trustee, to the extent that it has received instructions applicable, with respect to such effect from Certificate Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage Definitive Certificates and the Trustee shall recognize the holders of the beneficial interest in the Book-Entry Definitive Certificates and has delivered such instructions to the Owner Trusteeas Certificateholders hereunder.
Appears in 1 contract
Sources: Trust Agreement (Structured Asset Securities Corp Mor Pa Th Ce Se 2002-13)
Book-Entry Certificates. The Certificates, upon original issuance, will be issued in the form of a typewritten Certificate or Certificates representing the Book-Entry Certificates, to be delivered to The Depository Trust Company, the initial Clearing Agency, by by, or on behalf of of, the Issuer; provided that one Certificate that constitutes the residual portion of the Certificate Balance may be issued in the form of a Definitive Certificate in a denomination less than an integral multiple of $1.00Trust . Such Book-Entry Certificate or Certificates shall initially be registered on the Certificate Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no beneficial owner (other than Chase Securities Inc.) Certificate Owner will receive a definitive Definitive Certificate (as defined below) representing such beneficial ownerCertificate Owner's interest in such Book-Entry Certificate, except as provided in Section 3.122.12. Unless and until Definitive definitive, fully registered Certificates (the "DEFINITIVE CERTIFICATES") have been issued to beneficial owners Certificate Owners pursuant to Section 3.12:
(ai) the provisions of this Section 3.10 shall be in full force and effect;
(bii) the Certificate Registrar, the Paying Agent Indenture Trustee (if any Notes remain Outstanding) and the Owner Eligible Lender Trustee shall be entitled to may deal with the Clearing Agency and the Clearing Agency Participants for all purposes of this Agreement relating to the Book-Entry Certificates (including the payment of principal of and interest return and other amounts on the Book-Entry Certificates and the giving of instructions or directions to Certificate Owners of Book-Entry Certificates) as the sole Holder authorized representative of Book-Entry Certificates and shall have no obligations to the Certificate Owners thereofOwners;
(ciii) to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control;
(div) the rights of Certificate Owners of the Book-Entry Certificates shall be exercised only through the Clearing Agency (or to the extent Certificateholders are not Clearing Agency Participants, through the Clearing Agency Participants through which such Certificateholders own Book-Entry Certificates), and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency and/or Clearing Agency Participants, and all references in this Agreement to actions by Certificateholders shall refer to actions taken by the Clearing Agency upon instructions from the Clearing Agency Participants, and all references in this Agreement to distributions, notices, reports and statements to Certificateholders shall refer to distributions, notices, reports and statements to the Clearing Agency, as registered holder of the Certificates, as the case may be, for distribution to Certificateholders in accordance with the procedures of the Clearing Agency. Pursuant Participants pursuant to the Certificate Depository Agreement, unless . Unless and until Definitive Certificates are issued pursuant to Section 3.12, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest return and other amounts on the Book-Entry Certificates to such Clearing Agency Participants; and
(ev) whenever this Trust Agreement requires or permits actions to be taken based upon instructions or directions of the Holders Certificateholders of Outstanding Certificates evidencing a specified percentage of the Certificate Balance, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Certificate Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Book-Entry Certificates and has delivered such instructions to the Owner Eligible Lender Trustee.
Appears in 1 contract
Book-Entry Certificates. The Certificates, upon original issuance, will shall be issued in the form of a typewritten Certificate or Certificates representing as Book-Entry Certificates, to Certificates and shall be delivered to The Depository Trust Company, the initial Clearing Agency, by by, or on behalf of of, the Issuer; provided that one Certificate that constitutes the residual portion of the Certificate Balance may be issued in the form of a Definitive Certificate in a denomination less than an integral multiple of $1.00Trust. Such The Book-Entry Certificate or Certificates shall initially be registered initially on the Certificate Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no beneficial owner (other than Chase Securities Inc.) will Certificate Owner shall receive a definitive Certificate representing such beneficial ownerCertificate Owner's interest in such Certificate, a Certificate except as provided in Section 3.12. Unless and until definitive, fully registered Certificates (the "Definitive Certificates Certificates") have been issued to beneficial owners the Certificate Owners pursuant to Section 3.12:
(ai) the provisions of this Section 3.10 shall be in full force and effect;
(bii) the Certificate Registrar, the Paying Agent and the Owner Trustee shall be entitled to deal with the Clearing Agency and the Clearing Agency Participants for all purposes of this Agreement relating to the Book-Entry Certificates (including the payment of principal of and interest on the Book-Entry Certificates and the giving of instructions or directions to Certificate Owners of Book-Entry Certificateshereunder) as the sole Holder of Book-Entry the Certificates and shall have no obligations obligation to the Certificate Owners thereofOwners;
(ciii) to the extent that the provisions of this Section 3.10 conflict with any other provisions of this Agreement, the provisions of this Section 3.10 shall control;
(div) the rights of Certificate Owners of the Book-Entry Certificates shall be exercised only through the Clearing Agency (or to the extent Certificateholders are not Clearing Agency Participants, through the Clearing Agency Participants through which such Certificateholders own Book-Entry Certificates), and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency and/or Clearing Agency Participants, and all references in this Agreement to actions by Certificateholders shall refer to actions taken by the Clearing Agency upon instructions from the Clearing Agency Participants, and all references in this Agreement to distributions, notices, reports and statements to Certificateholders shall refer to distributions, notices, reports and statements to the Clearing Agency, as registered holder of the Certificates, as the case may be, for distribution to Certificateholders in accordance with the procedures of the Clearing Agency. Pursuant Participants pursuant to the Certificate Depository Agreement, and, unless and until Definitive Certificates are have been issued to the Certificate Owners pursuant to Section 3.12, the initial Clearing Agency will shall make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Book-Entry Certificates to such Clearing Agency Participants; and
(ev) whenever this Agreement requires or permits actions to be taken based upon written instructions or directions of the Holders of Certificates evidencing a specified percentage of the Certificate Balance, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received written instructions to such effect from Certificate Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Book-Entry Certificates and has delivered such written instructions to the Owner Trustee.
Appears in 1 contract
Book-Entry Certificates. The CertificatesCertificates (other than a Certificate representing any residual portion of the Pool Balance), upon original issuance, will shall be issued in the form of a typewritten Certificate or Certificates representing the Book-Entry Certificates, to be delivered to The Depository Trust Company, the initial Clearing Agency, by the Seller or on behalf of the Issuer; provided that one Certificate that constitutes the residual portion of the Certificate Balance may be issued in the form of a Definitive Certificate in a denomination less than an integral multiple of $1.00its behalf. Such Book-Entry Certificate or The Certificates shall initially be registered on the Certificate Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no beneficial owner (other than Chase Securities Inc.) Certificate Owner will receive a definitive Certificate certificate representing such beneficial ownerCertificate Owner's interest in such Certificatethe Certificates, except as provided in Section 3.125.10. Unless and until definitive, fully registered Certificates ("Definitive Certificates Certificates") have been issued to beneficial owners Certificateholders pursuant to Section 3.125.10:
(ai) the provisions of this Section 3.10 5.8 shall be in full force and effect;
(bii) the Certificate RegistrarSeller, the Servicer, the Paying Agent, the Transfer Agent and Certificate Registrar and the Owner Trustee shall be entitled to may deal exclusively with the Clearing Agency for all purposes (including the making of distributions in respect of the Certificates and the taking of actions by the Certificateholders) as the authorized representative of the Clearing Agency Participants for all purposes of this Agreement relating to the Book-Entry Certificates (including the payment of principal of and interest on the Book-Entry Certificates and the giving of instructions or directions to Certificate Owners of Book-Entry Certificates) as the sole Holder of Book-Entry Certificates and shall have no obligations to Certificate Owners thereofOwners;
(ciii) to the extent that the provisions of this Section 5.8 conflict with any other provisions of this Agreement, the provisions of this Section 5.8 shall control;
(div) the rights of Certificate Owners of the Book-Entry Certificates shall be exercised only through the Clearing Agency (or to the extent Certificateholders Certificate Owners are not Clearing Agency Participants, Participants through the Clearing Agency Participants through which such Certificateholders Certificate Owners own Book-Entry Certificates), ) and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency and/or the Clearing Agency Participants, Participants and all references in this Agreement to actions by Certificateholders shall refer to actions taken by the Clearing Agency upon instructions from the Clearing Agency Participants, and all references in this Agreement to distributions, notices, reports and statements to Certificateholders shall refer to distributions, notices, reports and statements to the Clearing AgencyAgency or its nominee, as registered holder of the Certificates, as the case may be, for 50 distribution to Certificateholders Certificate Owners in accordance with the procedures of the Clearing Agency. Pursuant ; and
(v) pursuant to the Certificate Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 3.12, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments distributions of principal of and interest on the Book-Entry Certificates to the Clearing Agency Participants, for distribution by such Clearing Agency Participants; and
(e) whenever Participants to the Certificate Owners or their nominees. The Clearing Agency Participants shall have no rights under this Agreement requires under or permits actions with respect to be taken based upon instructions or directions any of the Holders of Certificates evidencing a specified percentage of held on their behalf by the Certificate BalanceClearing Agency, and the Clearing Agency shall may be deemed to represent such percentage only to treated by the extent that it has received instructions to such effect from Certificate Owners and/or Clearing Agency Participants owning or representingTrustee, respectivelyand its agents, such required percentage employees, officers and directors, as the absolute owner of the beneficial interest in the Book-Entry Certificates and has delivered such instructions to the Owner Trusteefor all purposes whatsoever.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Onyx Acceptance Grantor Trust 1997-3)
Book-Entry Certificates. The (a) Each Class of Book-Entry Certificates, upon original issuance, will shall be issued in the form of a one or more typewritten Certificate or Certificates representing the Book-Entry Certificates, to be delivered to The Depository Trust Company, the initial Clearing Agency, by by, or on behalf of of, the Issuer; provided that one Certificate that constitutes the residual portion of the Certificate Balance may be issued in the form of a Definitive Certificate in a denomination less than an integral multiple of $1.00Depositor. Such The Book-Entry Certificate or Certificates shall initially be registered on the Certificate Register in the name of Cede & Co., the initial nominee of the Clearing Agency, and no beneficial owner (other than Chase Securities Inc.) Certificate Owner will receive a definitive Definitive Certificate representing such beneficial owner's Certificate Owner’s interest in such Certificatethe Book-Entry Certificates, except as provided in Section 3.123.09(c). Unless and until Definitive Certificates have been issued to beneficial owners Certificate Owners of Book-Entry Certificates pursuant to Section 3.12:3.09(c):
(ai) the provisions of this Section 3.10 3.09 shall be in full force and effect;
(bii) the Certificate RegistrarDepositor, the Master Servicer, the Paying Agent Agent, the Certificate Registrar and the Owner Trustee shall be entitled to may deal with the Clearing Agency and the Clearing Agency Participants for all purposes of this Agreement relating to the Book-Entry Certificates (including the payment making of principal of and interest distributions on the Book-Entry Certificates and the giving of instructions or directions to Certificate Owners of Book-Entry Certificates) as the sole Holder authorized representatives of Book-Entry Certificates and shall have no obligations to the Certificate Owners thereofand the Clearing Agency shall be responsible for crediting the amount of such distributions to the accounts of such Persons entitled thereto, in accordance with the Clearing Agency’s normal procedures;
(ciii) to the extent that the provisions of this Section 3.09 conflict with any other provisions of this Agreement, the provisions of this Section 3.09 shall control;; and
(div) the rights of Certificate Owners of the Book-Entry Certificates shall be exercised only through the Clearing Agency (or to the extent Certificateholders are not Clearing Agency Participants, through and the Clearing Agency Participants through which such Certificateholders own Book-Entry Certificates), and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency and/or Clearing Agency Participants, and all references in this Agreement to actions by Certificateholders shall refer to actions taken by the Clearing Agency upon instructions from the Clearing Agency Participants, and all references in this Agreement to distributions, notices, reports and statements to Certificateholders shall refer to distributions, notices, reports and statements to the Clearing Agency, as registered holder of the Certificates, as the case may be, for distribution to Certificateholders in accordance with the procedures of the Clearing Agency. Pursuant to the Certificate Depository Agreement, unless Unless and until Definitive Certificates are issued pursuant to Section 3.123.09(c), the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments distributions of principal of and interest on the Book-Entry Certificates to such Clearing Agency Participants; and.
(eb) whenever Whenever notice or other communication to the Certificateholders is required under this Agreement requires or permits actions Agreement, unless and until Definitive Certificates shall have been issued to Certificate Owners pursuant to Section 3.09(c), the Trustee shall give all such notices and communications specified herein to be taken based upon instructions or directions given to Holders of the Holders Book-Entry Certificates to the Clearing Agency.
(c) If (i) (A) the Depositor advises the Certificate Registrar in writing that the Clearing Agency is no longer willing or able to discharge properly its responsibilities with respect to the Book-Entry Certificates, and (B) the Depositor is unable to locate a qualified successor, (ii) the Depositor, at its option, advises the Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or (iii) after the occurrence of an Event of Default, Certificate Owners representing beneficial interests aggregating not less than 50% of the Class Principal Amount of a Class of Book-Entry Certificates evidencing identified as such to the Trustee by an Officer’s Certificate from the Clearing Agency advise the Trustee and the Clearing Agency through the Clearing Agency Participants in writing that the continuation of a specified percentage book-entry system through the Clearing Agency is no longer in the best interests of the Certificate BalanceOwners of a Class of Book-Entry Certificates, the Trustee shall notify the Clearing Agency to effect notification to all Certificate Owners, through the Clearing Agency, of the occurrence of any such event and of the availability of Definitive Certificates to Certificate Owners requesting the same. Upon surrender to the Trustee of the Book-Entry Certificates by the Clearing Agency, accompanied by registration instructions from the Clearing Agency for registration, the Trustee shall issue the Definitive Certificates. Neither the Depositor nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates all references herein to obligations imposed upon or to be performed by the Clearing Agency shall be deemed to represent such percentage only be imposed upon and performed by the Trustee, to the extent that it has received instructions applicable, with respect to such effect from Certificate Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage Definitive Certificates and the Trustee shall recognize the holders of the beneficial interest in the Book-Entry Definitive Certificates and has delivered such instructions to the Owner Trusteeas Certificateholders hereunder.
Appears in 1 contract
Sources: Trust Agreement (Structured Adjustable Rate Mortgage Loan Trust Series 2007-3)
Book-Entry Certificates. The CertificatesCertificates (other than a Certificate representing any residual portion of the Pool Balance), upon original issuance, will shall be issued in the form of a typewritten Certificate or Certificates representing the Book-Entry Certificates, to be delivered to The Depository Trust Company, the initial Clearing Agency, by the Seller or on behalf of the Issuer; provided that one Certificate that constitutes the residual portion of the Certificate Balance may be issued in the form of a Definitive Certificate in a denomination less than an integral multiple of $1.00its behalf. Such Book-Entry Certificate or The Certificates shall initially be registered on the Certificate Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no beneficial owner (other than Chase Securities Inc.) Certificate Owner will receive a definitive Certificate certificate representing such beneficial ownerCertificate Owner's interest in such Certificatethe Certificates, except as provided in Section 3.125.10. Unless and until definitive, fully registered Certificates ("Definitive Certificates Certificates") have been issued to beneficial owners Certificateholders pursuant to Section 3.125.10:
(ai) the provisions of this Section 3.10 5.8 shall be in full force and effect;
(bii) the Certificate RegistrarSeller, the Servicer, the Paying Agent, the Transfer Agent and Certificate Registrar and the Owner Trustee shall be entitled to may deal exclusively with the Clearing Agency for all purposes (including the making of distributions in respect of the Certificates and the taking of actions by the Certificateholders) as the authorized representative of the Clearing Agency Participants for all purposes of this Agreement relating to the Book-Entry Certificates (including the payment of principal of and interest on the Book-Entry Certificates and the giving of instructions or directions to Certificate Owners of Book-Entry Certificates) as the sole Holder of Book-Entry Certificates and shall have no obligations to Certificate Owners thereofOwners;
(ciii) to the extent that the provisions of this Section 5.8 conflict with any other provisions of this Agreement, the provisions of this Section 5.8 shall control;
(div) the rights of Certificate Owners of the Book-Entry Certificates shall be exercised only through the Clearing Agency (or to the extent Certificateholders Certificate Owners are not Clearing Agency Participants, Participants through the Clearing Agency Participants through which such Certificateholders Certificate Owners own Book-Entry Certificates), ) and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency and/or the Clearing Agency Participants, 46 52 Participants and all references in this Agreement to actions by Certificateholders shall refer to actions taken by the Clearing Agency upon instructions from the Clearing Agency Participants, and all references in this Agreement to distributions, notices, reports and statements to Certificateholders shall refer to distributions, notices, reports and statements to the Clearing AgencyAgency or its nominee, as registered holder of the Certificates, as the case may be, for distribution to Certificateholders Certificate Owners in accordance with the procedures of the Clearing Agency. Pursuant ; and
(v) pursuant to the Certificate Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 3.12, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments distributions of principal of and interest on the Book-Entry Certificates to the Clearing Agency Participants, for distribution by such Clearing Agency Participants; and
(e) whenever Participants to the Certificate Owners or their nominees. The Clearing Agency Participants shall have no rights under this Agreement requires under or permits actions with respect to be taken based upon instructions or directions any of the Holders of Certificates evidencing a specified percentage of held on their behalf by the Certificate BalanceClearing Agency, and the Clearing Agency shall may be deemed to represent such percentage only to treated by the extent that it has received instructions to such effect from Certificate Owners and/or Clearing Agency Participants owning or representingTrustee, respectivelyand its agents, such required percentage employees, officers and directors, as the absolute owner of the beneficial interest in the Book-Entry Certificates and has delivered such instructions to the Owner Trusteefor all purposes whatsoever.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Onyx Acceptance Financial Corp)
Book-Entry Certificates. The (a) Each Class of Book-Entry Certificates, upon original issuance, will shall be issued in the form of a one or more typewritten Certificate or Certificates representing the Book-Entry Certificates, to be delivered to The Depository Trust Company, the initial Clearing Agency, by by, or on behalf of of, the Issuer; provided that one Certificate that constitutes the residual portion of the Certificate Balance may be issued in the form of a Definitive Certificate in a denomination less than an integral multiple of $1.00Depositor. Such The Book-Entry Certificate or Certificates shall initially be registered on the Certificate Register in the name of Cede & Co., the initial nominee of the Clearing Agency, and no beneficial owner (other than Chase Securities Inc.) Certificate Owner will receive a definitive Certificate certificate representing such beneficial ownerCertificate Owner's interest in such Certificatethe Book-Entry Certificates, except as provided in Section 3.123.09(c). Unless and until Definitive Certificates have been issued to beneficial owners Certificate Owners of Book-Entry Certificates pursuant to Section 3.12:3.09(c):
(ai) the provisions of this Section 3.10 3.09 shall be in full force and effect;
(bii) the Certificate RegistrarDepositor, the Master Servicer, the Paying Agent Agent, the Registrar and the Owner Trustee shall be entitled to may deal with the Clearing Agency and the Clearing Agency Participants for all purposes of this Agreement relating to the Book-Entry Certificates (including the payment making of principal of and interest distributions on the Book-Entry Certificates and the giving of instructions or directions to Certificate Owners of Book-Entry Certificates) as the sole Holder authorized representatives of Book-Entry Certificates and shall have no obligations to the Certificate Owners thereofand the Clearing Agency shall be responsible for crediting the amount of such distributions to the accounts of such Persons entitled thereto, in accordance with the Clearing Agency's normal procedures;
(ciii) to the extent that the provisions of this Section 3.09 conflict with any other provisions of this Agreement, the provisions of this Section 3.09 shall control;; and
(div) the rights of Certificate Owners of the Book-Entry Certificates shall be exercised only through the Clearing Agency (or to the extent Certificateholders are not Clearing Agency Participants, through and the Clearing Agency Participants through which such Certificateholders own Book-Entry Certificates), and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency and/or Clearing Agency Participants, and all references in this Agreement to actions by Certificateholders shall refer to actions taken by the Clearing Agency upon instructions from the Clearing Agency Participants, and all references in this Agreement to distributions, notices, reports and statements to Certificateholders shall refer to distributions, notices, reports and statements to the Clearing Agency, as registered holder of the Certificates, as the case may be, for distribution to Certificateholders in accordance with the procedures of the Clearing Agency. Pursuant to the Certificate Depository Agreement, unless Unless and until Definitive Certificates are issued pursuant to Section 3.123.09(c), the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments distributions of principal of and interest on the Book-Entry Certificates to such Clearing Agency Participants; and.
(eb) whenever Whenever notice or other communication to the Certificateholders is required under this Agreement requires or permits actions Agreement, unless and until Definitive Certificates shall have been issued to Certificate Owners pursuant to Section 3.09(c), the Trustee shall give all such notices and communications specified herein to be taken based upon instructions or directions given to Holders of the Holders Book-Entry Certificates to the Clearing Agency.
(c) If (i) (A) the Depositor advises the Trustee in writing that the Clearing Agency is no longer willing or able to discharge properly its responsibilities with respect to the Book-Entry Certificates, and (B) the Trustee or the Depositor is unable to locate a qualified successor, (ii) the Depositor, at its option, advises the Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or (iii) after the occurrence of an Event of Default, Certificate Owners representing beneficial interests aggregating not less than 50% of the Class Principal Amount of a Class of Book-Entry Certificates evidencing identified as such to the Trustee by an Officer's Certificate from the Clearing Agency advise the Trustee and the Clearing Agency through the Clearing Agency Participants in writing that the continuation of a specified percentage book-entry system through the Clearing Agency is no longer in the best interests of the Certificate BalanceOwners of a Class of Book-Entry Certificates, the Trustee shall notify or cause the Certificate Registrar to notify the Clearing Agency to effect notification to all Certificate Owners, through the Clearing Agency, of the occurrence of any such event and of the availability of Definitive Certificates to Certificate Owners requesting the same. Upon surrender to the Trustee of the Book-Entry Certificates by the Clearing Agency, accompanied by registration instructions from the Clearing Agency for registration, the Trustee shall issue the Definitive Certificates. Neither the Transferor nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates all references herein to obligations imposed upon or to be performed by the Clearing Agency shall be deemed to represent such percentage only be imposed upon and performed by the Trustee, to the extent that it has received instructions applicable, with respect to such effect from Certificate Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage Definitive Certificates and the Trustee shall recognize the holders of the beneficial interest Definitive Certificates as Certificateholders hereunder.
(d) If the Class A1, Class A2, Class A3 or Class A5 Certificates are issued as Definitive Certificates on any date on or prior to the Mandatory Call Date, each Holder (other than Anchor or its designee) of any such Certificate (i) acknowledges and irrevocably appoints and authorizes the Trustee to act as its custodian and hold any such Definitive Certificate until the Mandatory Call Date and (ii) acknowledges and irrevocably appoints and authorizes the Trustee to act as attorney in fact for purposes of endorsing or assigning any such Definitive Certificate for transfer pursuant to the provisions of the Mandatory Certificate Purchase Agreement. Promptly after the transfer under the Mandatory Certificate Purchase Agreement on the Mandatory Call Date, the Trustee will deliver such Definitive Certificates to the Transferee (as defined in the Book-Entry Certificates and has delivered such instructions Mandatory Certificate Purchase Agreement) pursuant to the Owner Trusteeterms of the Mandatory Certificate Purchase Agreement and will no longer act as custodian therefor. If the transfer under the Mandatory Certificate Purchase Agreement does not occur on the Mandatory Call Date due to a default by Anchor under the Mandatory Certificate Purchase Agreement, the Trustee will promptly deliver Definitive Certificates to the existing Holders and will no longer act as custodian therefor.
Appears in 1 contract
Sources: Trust Agreement (Structured Securities Asset Corp Mort Pas THR Cert Ser 01 4a)
Book-Entry Certificates. The Certificates, upon original issuance, will Certificates to be issued on the Initial Closing Date (other than those described in Section 3.10) shall be issued as Book Entry Certificates and shall be subject to a Certificate Depository Agreement substantially in the form of a typewritten Certificate or attached as Exhibit E hereto. Such Certificates representing Book-Entry Certificates, to shall be delivered to The Depository Trust CompanyDTC, the initial Clearing Agency, Agency by or on behalf of the Issuer; provided that one Certificate that constitutes the residual portion of the Certificate Balance may be issued in the form of a Definitive Certificate in a denomination less than an integral multiple of $1.00. Such Book-Entry Certificate or Certificates Trust and shall initially be registered on the Certificate Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no beneficial owner such Certificate Owner shall receive a Definitive Certificate. If, and to the extent, so provided in the related Certificate Issuance Order, Certificates to be issued after the Initial Closing Date (other than Chase Securities Inc.) will receive a definitive Certificate representing such beneficial owner's interest in such Certificate, except as provided those described in Section 3.123.10) may be issued in the form of a typewritten certificate or certificates representing Book Entry Certificates. Unless Any such Book Entry Certificate shall be delivered to the Clearing Agency by or on behalf of the Trust and until Definitive Certificates have been issued to beneficial owners pursuant to Section 3.12:shall be registered on the Certificate Register in
(a) the provisions of this Section 3.10 3.11 shall be in full force and effect;
(b) the Certificate Registrar, the Paying Agent Registrar and the Owner Trustee shall be entitled to deal with the Clearing Agency and the Clearing Agency Participants for all purposes of this Agreement relating to the Book-Entry Certificates (including the payment distribution of principal of Certificate Balance and interest on the Book-Entry such Certificates and the giving of instructions or directions to Certificate Owners of Book-Entry Certificateshereunder) as the sole Holder of Book-Entry Certificates such Certificates, and shall have no obligations obligation to the Certificate Owners thereofOwners;
(c) to the extent that the provisions of this Section 3.11 conflict with any other provisions of this Agreement, the provisions of this Section 3.11 shall control;
(d) the rights of the Certificate Owners of the Book-Entry Certificates shall be exercised only through the Clearing Agency (or to the extent Certificateholders are not Clearing Agency Participants, through the Clearing Agency Participants through which such Certificateholders own Book-Entry Certificates), and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency and/or Clearing Agency Participants, and all references in this Agreement to actions by Certificateholders shall refer to actions taken by the Clearing Agency upon instructions from the Clearing Agency Participants, and all references in this Agreement to distributions, notices, reports and statements to Certificateholders shall refer to distributions, notices, reports and statements to the Clearing Agency, as registered holder of the Certificates, as the case may be, for distribution to Certificateholders in accordance with the procedures of the Clearing Agency. Pursuant to the Certificate Depository AgreementParticipants and, unless and until Definitive Certificates are issued pursuant to Section 3.123.13, the initial Clearing Agency will shall make book-book entry transfers among the Clearing Agency Participants and receive and transmit payments distributions of principal of Certificate Balance and interest on the Book-Entry such Certificates to such Clearing Agency Participants; and
(e) whenever this Agreement requires or permits actions to be taken based upon instructions or directions of the Holders of Certificates evidencing a specified percentage of the Certificate BalanceVoting Interests, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received written instructions to such effect from Certificate Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Book-Entry Certificates Voting Interests and has delivered such instructions to the Owner Trustee. The Seller or the Owner Trustee may set a record date for the purpose of determining the identity of Holders of Certificates entitled to vote or to consent to any action by vote as provided in this Agreement.
Appears in 1 contract
Book-Entry Certificates. The (a) Each Class of Book-Entry Certificates, upon original issuance, will shall be issued in the form of a one or more typewritten Certificate or Certificates representing the Book-Entry Certificates, to be delivered to The Depository Trust Company, or its custodian, the initial Clearing Agency, by by, or on behalf of of, the Issuer; provided that one Certificate that constitutes the residual portion of the Certificate Balance may be issued in the form of a Definitive Certificate in a denomination less than an integral multiple of $1.00Depositor. Such The Book-Entry Certificate or Certificates shall initially be registered on the Certificate Register in the name of Cede & Co., the initial nominee of the Clearing Agency, and no beneficial owner (other than Chase Securities Inc.) Certificate Owner will receive a definitive Certificate certificate representing such beneficial ownerCertificate Owner's interest in such Certificatethe Book-Entry Certificates, except as provided in Section 3.123.09(c). Unless and until Definitive Certificates have been issued to beneficial owners Certificate Owners of Book-Entry Certificates pursuant to Section 3.12:3.09(c):
(ai) the provisions of this Section 3.10 3.09 shall be in full force and effect;
(bii) the Certificate RegistrarDepositor, the Master Servicer, the Paying Agent Agent, the Registrar and the Owner Trustee shall be entitled to may deal with the Clearing Agency and the Clearing Agency Participants for all purposes of this Agreement relating to the Book-Entry Certificates (including the payment making of principal of and interest distributions on the Book-Entry Certificates and the giving of instructions or directions to Certificate Owners of Book-Entry Certificates) as the sole Holder authorized representatives of Book-Entry Certificates and shall have no obligations to the Certificate Owners thereofand the Clearing Agency shall be responsible for crediting the amount of such distributions to the accounts of such Persons entitled thereto, in accordance with the Clearing Agency's normal procedures;
(ciii) to the extent that the provisions of this Section 3.09 conflict with any other provisions of this Agreement, the provisions of this Section 3.09 shall control;; and
(div) the rights of Certificate Owners of the Book-Entry Certificates shall be exercised only through the Clearing Agency (or to the extent Certificateholders are not Clearing Agency Participants, through and the Clearing Agency Participants through which such Certificateholders own Book-Entry Certificates), and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency and/or Clearing Agency Participants, and all references in this Agreement to actions by Certificateholders shall refer to actions taken by the Clearing Agency upon instructions from the Clearing Agency Participants, and all references in this Agreement to distributions, notices, reports and statements to Certificateholders shall refer to distributions, notices, reports and statements to the Clearing Agency, as registered holder of the Certificates, as the case may be, for distribution to Certificateholders in accordance with the procedures of the Clearing Agency. Pursuant to the Certificate Depository Agreement, unless Unless and until Definitive Certificates are issued pursuant to Section 3.123.09(c), the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments distributions of principal of and interest on the Book-Entry Certificates to such Clearing Agency Participants; and.
(eb) whenever Whenever notice or other communication to the Certificateholders is required under this Agreement requires or permits actions Agreement, unless and until Definitive Certificates shall have been issued to Certificate Owners pursuant to Section 3.09(c), the Trustee shall give all such notices and communications specified herein to be taken based upon instructions or directions given to Holders of the Holders Book-Entry Certificates to the Clearing Agency.
(c) If (i) (A) the Depositor advises the Trustee in writing that the Clearing Agency is no longer willing or able to discharge properly its responsibilities with respect to the Book-Entry Certificates, and (B) the Trustee or the Depositor is unable to locate a qualified successor, (ii) the Depositor, at its option, advises the Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or (iii) after the occurrence of an Event of Default, Certificate Owners representing beneficial interests aggregating not less than 50% of the Class Principal Amount of a Class of Book-Entry Certificates evidencing identified as such to the Trustee by an Officer's Certificate from the Clearing Agency advise the Trustee and the Clearing Agency through the Clearing Agency Participants in writing that the continuation of a specified percentage book-entry system through the Clearing Agency is no longer in the best interests of the Certificate BalanceOwners of a Class of Book-Entry Certificates, the Trustee shall notify or cause the Certificate Registrar to notify the Clearing Agency to effect notification to all Certificate Owners, through the Clearing Agency, of the occurrence of any such event and of the availability of Definitive Certificates to Certificate Owners requesting the same. Upon surrender to the Trustee of the Book-Entry Certificates by the Clearing Agency, accompanied by registration instructions from the Clearing Agency for registration, the Trustee shall issue the Definitive Certificates. Neither the Transferor nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates all references herein to obligations imposed upon or to be performed by the Clearing Agency shall be deemed to represent such percentage only be imposed upon and performed by the Trustee, to the extent that it has received instructions applicable, with respect to such effect from Certificate Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage Definitive Certificates and the Trustee shall recognize the holders of the beneficial interest in the Book-Entry Definitive Certificates and has delivered such instructions to the Owner Trusteeas Certificateholders hereunder.
Appears in 1 contract
Sources: Trust Agreement (Mortgage Pass Through Certificates Series 2001 12)
Book-Entry Certificates. The Except for the Certificates issued to the Seller, the Certificates, upon original issuance, will shall be issued in the form of a typewritten printed Certificate or Certificates representing Book-Entry Certificates, to be delivered to The Depository Trust Company, the initial Clearing Agency, Agency by or on behalf of the Issuer; provided that one Certificate that constitutes the residual portion of the Certificate Balance may be issued in the form of a Definitive Certificate in a denomination less than an integral multiple of $1.00Trust. Such Book-Entry Certificate or Certificates shall initially be registered regis tered on the Certificate Register in the name of Cede & Co., the nominee of the initial Clearing Agency, Agency and no beneficial owner (other than Chase Securities Inc.) will Certificate Owner shall receive a definitive Certificate representing such beneficial ownerCertificate Owner's interest in such Certificate, except as provided in Section 3.123.13. Unless and until definitive fully registered Certificates (the "Definitive Certificates Certificates") shall have been issued to beneficial owners Certificate Owners pursuant to Section 3.123.13:
(a) the provisions of this Section 3.10 3.11 shall be in full force and effect;
(b) the Certificate Registrar, the Paying Agent Registrar and the Owner Trustee shall be entitled to deal with the Clearing Agency and the Clearing Agency Participants for all purposes of this Agreement relating to the Book-Entry Certificates (including the payment of principal of and interest on the Book-Entry Certificates and the giving of instructions or directions to Certificate Owners of Book-Entry Certificateshereunder) as the sole Holder of Book-Entry Certificates the Certificate, and shall have no obligations obligation to the Certificate Owners thereofOwners;
(c) to the extent that the provisions of this Section 3.11 conflict with any other provisions of this Agreement, the provisions of this Section 3.11 shall control;
(d) the rights of the Certificate Owners of the Book-Entry Certificates shall be exercised only through the Clearing Agency (or to the extent Certificateholders are not Clearing Agency Participants, through the Clearing Agency Participants through which such Certificateholders own Book-Entry Certificates), and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency and/or Clearing Agency Participants, and all references in this Agreement to actions by Certificateholders shall refer to actions taken by the Clearing Agency upon instructions from the Clearing Agency Participants, Participants and all references in this Agreement to distributions, notices, reports and statements to Certificateholders shall refer to distributions, notices, reports and statements to the Clearing Agency, as registered holder of the Certificates, as the case may be, for distribution to Certificateholders in accordance with the procedures of the Clearing Agency. Pursuant pursuant to the Certificate Depository AgreementAgreement in the form attached as EXHIBIT C, unless and until Definitive Certificates are issued pursuant to Section 3.123.13, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Book-Entry Certificates to such Clearing Agency Participants; and;
(e) whenever this Agreement requires or permits actions to be taken based upon instructions or directions of the Holders of Certificates evidencing a specified percentage of the Certificate BalanceVoting Interests, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Certificate Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Book-Entry Certificates Voting Interests and has delivered such instructions to the Owner Trustee; PROVIDED, HOWEVER, that the provisions of this Section 3.11 shall not be applicable in respect of Certificates issued to the Seller. The Seller or the Owner Trustee may set a record date for the purpose of determining the identity of Holders of Certificates entitled to vote or to consent to any action by vote as provided in this Agreement.
Appears in 1 contract
Book-Entry Certificates. The Certificates, upon original issuance, will be issued in the form of a typewritten Certificate or Certificates representing Book-Entry Certificates, to be delivered by or on behalf of the Trust to The Depository Trust Company, the initial Clearing Agency; provided, by or on behalf of the Issuer; provided however, that one Definitive Certificate that constitutes the residual portion of the Certificate Balance (as defined below) may be issued in to the form of a Definitive Certificate in a denomination less than an integral multiple of $1.00Depositor, as Depositor pursuant to Section 3.9. Such Book-Entry Certificate or Certificates shall initially be registered on the Certificate Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no beneficial owner (other than Chase Securities Inc.the Depositor) will receive a definitive Certificate representing such beneficial owner's interest in such Certificate, except as provided in Section 3.123.13. Unless and until Definitive Certificates have been issued to beneficial owners pursuant to Section 3.123.13:
(ai) the provisions of this Section 3.10 shall be in full force and effect;
(bii) the Certificate Registrar, the Paying Agent Registrar and the Owner Trustee shall be entitled to deal with the Clearing Agency and the Clearing Agency Participants for all purposes of this Agreement relating to the Book-Entry Certificates (including the payment of principal of and interest on the Book-Entry Certificates and the giving of instructions or directions to Certificate Owners of Book-Entry Certificates) as the sole Holder of Book-Entry Certificates Certificateholder and shall have no obligations to Certificate the Owners thereof;
(ciii) to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control;
(div) the rights of Certificate Owners the owners of the Book-Entry Certificates shall be exercised only through the Clearing Agency (or to the extent Certificateholders are not Clearing Agency Participants, through the Clearing Agency Participants through which such Certificateholders own Book-Entry Certificates), and shall be limited to those established by law and agreements between such Certificate Owners owners and the Clearing Agency and/or Clearing Agency Participants, and all references in this Agreement to actions by Certificateholders shall refer to actions taken by the Clearing Agency upon instructions from the Clearing Agency Participants, and all references in this Agreement to distributions, notices, reports and statements to Certificateholders shall refer to distributions, notices, reports and statements to the Clearing Agency, as registered holder of the Certificates, as the case may be, for distribution to Certificateholders in accordance with the procedures of the Clearing Agency. Pursuant to the Certificate Depository Agreement, unless Unless and until Definitive Certificates are issued pursuant to Section 3.123.16, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Book-Entry Certificates to such Clearing Agency Participants; and
(ev) whenever this Agreement requires or permits actions to be taken based upon instructions or directions of the Holders of Certificates Certificateholder evidencing a specified percentage of the Certificate Balance, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Certificate Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Book-Entry Certificates and has delivered such instructions in writing to the Owner Trustee.]
Appears in 1 contract
Book-Entry Certificates. The Certificates, upon original issuance, will be issued in the form of a typewritten Certificate or Certificates representing Book-Entry Certificates, to be delivered to The Depository Trust Company, the initial Clearing Agency, by or on behalf of the Issuer; provided that one Certificate that constitutes the residual portion of the Certificate Balance may be issued in the form of a Definitive Certificate in a denomination less than an integral multiple of $1.00. Such Book-Entry Certificate or Certificates shall initially be registered on the Certificate Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no beneficial owner (other than Chase Securities Inc.) will receive a definitive Certificate representing such beneficial owner's ’s interest in such Certificate, except as provided in Section 3.12. Unless and until Definitive Certificates have been issued to beneficial owners pursuant to Section 3.12:
(a) the provisions of this Section 3.10 shall be in full force and effect;
(b) the Certificate Registrar, the Paying Agent and the Owner Trustee shall be entitled to deal with the Clearing Agency and the Clearing Agency Participants for all purposes of this Agreement relating to the Book-Entry Certificates (including the payment of principal of and interest on the Book-Entry Certificates and the giving of instructions or directions to Certificate Owners of Book-Entry Certificates) as the sole Holder of Book-Entry Certificates and shall have no obligations to Certificate Owners thereof;
(c) to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control;
(d) the rights of Certificate Owners of the Book-Entry Certificates shall be exercised only through the Clearing Agency (or to the extent Certificateholders are not Clearing Agency Participants, through the Clearing Agency Participants through which such Certificateholders own Book-Entry Certificates), and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency and/or Clearing Agency Participants, and all references in this Agreement to actions by Certificateholders shall refer to actions taken by the Clearing Agency upon instructions from the Clearing Agency Participants, and all references in this Agreement to distributions, notices, reports and statements to Certificateholders shall refer to distributions, notices, reports and statements to the Clearing Agency, as registered holder of the Certificates, as the case may be, for distribution to Certificateholders in accordance with the procedures of the Clearing Agency. Pursuant to the Certificate Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 3.12, the initial Clearing Agency will make book-entry transfers among Clearing Agency Participants and receive and transmit payments of principal of and interest on the Book-Entry Certificates to such Clearing Agency Participants; and
(e) whenever this Agreement requires or permits actions to be taken based upon instructions or directions of the Holders of Certificates evidencing a specified percentage of the Certificate Balance, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Certificate Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Book-Entry Certificates and has delivered such instructions to the Owner Trustee.
Appears in 1 contract
Book-Entry Certificates. The (a) Each Class of Book-Entry Certificates, upon original issuance, will shall be issued in the form of a one or more typewritten Certificate or Certificates representing the Book-Entry Certificates, to be delivered to The Depository Trust Company, the initial Clearing Agency, by by, or on behalf of of, the Issuer; provided that one Certificate that constitutes the residual portion of the Certificate Balance may be issued in the form of a Definitive Certificate in a denomination less than an integral multiple of $1.00Depositor. Such The Book-Entry Certificate or Certificates shall initially be registered on the Certificate Register in the name of Cede & Co., the initial nominee of the Clearing Agency, and no beneficial owner (other than Chase Securities Inc.) Certificate Owner will receive a definitive Certificate certificate representing such beneficial ownerCertificate Owner's interest in such Certificatethe Book-Entry Certificates, except as provided in Section 3.123.09(c). Unless and until Definitive Certificates have been issued to beneficial owners Certificate Owners of Book-Entry Certificates pursuant to Section 3.12:3.09(c):
(ai) the provisions of this Section 3.10 3.09 shall be in full force and effect;
(bii) the Certificate RegistrarDepositor, the Master Servicer, the Paying Agent Agent, the Registrar and the Owner Trustee shall be entitled to may deal with the Clearing Agency and the Clearing Agency Participants for all purposes of this Agreement relating to the Book-Entry Certificates (including the payment making of principal of and interest distributions on the Book-Entry Certificates and the giving of instructions or directions to Certificate Owners of Book-Entry Certificates) as the sole Holder authorized representatives of Book-Entry Certificates and shall have no obligations to the Certificate Owners thereofand the Clearing Agency shall be responsible for crediting the amount of such distributions to the accounts of such Persons entitled thereto, in accordance with the Clearing Agency's normal procedures;
(ciii) to the extent that the provisions of this Section 3.09 conflict with any other provisions of this Agreement, the provisions of this Section 3.09 shall control;; and
(div) the rights of Certificate Owners of the Book-Entry Certificates shall be exercised only through the Clearing Agency (or to the extent Certificateholders are not Clearing Agency Participants, through and the Clearing Agency Participants through which such Certificateholders own Book-Entry Certificates), and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency and/or Clearing Agency Participants, and all references in this Agreement to actions by Certificateholders shall refer to actions taken by the Clearing Agency upon instructions from the Clearing Agency Participants, and all references in this Agreement to distributions, notices, reports and statements to Certificateholders shall refer to distributions, notices, reports and statements to the Clearing Agency, as registered holder of the Certificates, as the case may be, for distribution to Certificateholders in accordance with the procedures of the Clearing Agency. Pursuant to the Certificate Depository Agreement, unless Unless and until Definitive Certificates are issued pursuant to Section 3.123.09(c), the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments distributions of principal of and interest on the Book-Entry Certificates to such Clearing Agency Participants; and.
(eb) whenever Whenever notice or other communication to the Certificateholders is required under this Agreement requires or permits actions Agreement, unless and until Definitive Certificates shall have been issued to Certificate Owners pursuant to Section 3.09(c), the Trustee shall give all such notices and communications specified herein to be taken based upon instructions or directions given to Holders of the Holders Book-Entry Certificates to the Clearing Agency.
(c) If (i) (A) the Depositor advises the Trustee in writing that the Clearing Agency is no longer willing or able to discharge properly its responsibilities with respect to the Book-Entry Certificates, and (B) the Trustee or the Depositor is unable to locate a qualified successor, (ii) the Depositor, at its option, advises the Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or (iii) after the occurrence of an Event of Default, Certificate Owners representing beneficial interests aggregating not less than 50% of the Class Certificate Principal Amount of a Class of Book-Entry Certificates evidencing identified as such to the Trustee by an Officer's Certificate from the Clearing Agency advise the Trustee and the Clearing Agency through the Clearing Agency Participants in writing that the continuation of a specified percentage book-entry system through the Clearing Agency is no longer in the best interests of the Certificate BalanceOwners of a Class of Book-Entry Certificates, the Trustee shall notify or cause the Certificate Registrar to notify the Clearing Agency to effect notification to all Certificate Owners, through the Clearing Agency, of the occurrence of any such event and of the availability of Definitive Certificates to Certificate Owners requesting the same. Upon surrender to the Trustee of the Book-Entry Certificates by the Clearing Agency, accompanied by registration instructions from the Clearing Agency for registration, the Trustee shall issue the Definitive Certificates. Neither the Depositor nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates all references herein to obligations imposed upon or to be performed by the Clearing Agency shall be deemed to represent such percentage only be imposed upon and performed by the Trustee, to the extent that it has received instructions applicable, with respect to such effect from Certificate Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage Definitive Certificates and the Trustee shall recognize the holders of the beneficial interest in the Book-Entry Definitive Certificates and has delivered such instructions to the Owner Trusteeas Certificateholders hereunder.
Appears in 1 contract
Sources: Trust Agreement (Structured Asset Sec Corp Mort Pas THR Cert Ser 1999-Bc1)
Book-Entry Certificates. The CertificatesCertificates (other than a Certificate representing any residual portion of the Original Pool Balance), upon original issuance, will shall be issued in the form of a typewritten Certificate or Certificates representing the Book-Entry Certificates, to be delivered to The Depository Trust Company, the initial Clearing Agency, by the Seller or on behalf of the Issuer; provided that one Certificate that constitutes the residual portion of the Certificate Balance may be issued in the form of a Definitive Certificate in a denomination less than an integral multiple of $1.00its behalf. Such Book-Entry Certificate or The Certificates shall initially be registered on the Certificate Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no beneficial owner (other than Chase Securities Inc.) Certificate Owner will receive a definitive Certificate certificate representing such beneficial ownerCertificate Owner's interest in such Certificatethe Certificates, except as provided in Section 3.125.10. Unless and until definitive, fully registered Certificates ("Definitive Certificates Certificates") have been issued to beneficial owners Certificateholders pursuant to Section 3.125.10:
(ai) the provisions of this Section 3.10 5.8 shall be in full force and effect;
(bii) the Certificate RegistrarSeller, the Servicer, the Paying Agent, the Transfer Agent and Certificate Registrar and the Owner Trustee shall be entitled to may deal exclusively with the Clearing Agency for all purposes (including the making of distributions in respect of the Certificates and the taking of actions by the Certificateholders) as the authorized representative of the Clearing Agency Participants for all purposes of this Agreement relating to the Book-Entry Certificates (including the payment of principal of and interest on the Book-Entry Certificates and the giving of instructions or directions to Certificate Owners of Book-Entry Certificates) as the sole Holder of Book-Entry Certificates and shall have no obligations to Certificate Owners thereofOwners;
(ciii) to the extent that the provisions of this Section 5.8 conflict with any other provisions of this Agreement, the provisions of this Section 5.8 shall control;
(div) the rights of Certificate Owners of the Book-Entry Certificates shall be exercised only through the Clearing Agency (or to the extent Certificateholders Certificate Owners are not Clearing Agency Participants, Participants through the Clearing Agency Participants through which such Certificateholders Certificate Owners own Book-Entry Certificates), ) and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency and/or the Clearing Agency Participants, Participants and all references in this Agreement to actions by Certificateholders shall refer to actions taken by the Clearing Agency upon instructions from the Clearing Agency Participants, and all references in this Agreement to distributions, notices, reports and statements to Certificateholders shall refer to distributions, notices, reports and statements to the Clearing AgencyAgency or its nominee, as registered holder of the Certificates, as the case may be, for distribution to Certificateholders Certificate Owners in accordance with the procedures of the Clearing Agency. Pursuant ; and
(v) pursuant to the Certificate Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 3.12, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments distributions of principal of and interest on the Book-Entry Certificates to the Clearing Agency Participants, for distribution by such Clearing Agency Participants; and
(e) whenever this Agreement requires or permits actions Participants to be taken based upon instructions or directions of the Holders of Certificates evidencing a specified percentage of the Certificate Balance, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Certificate Owners and/or or their nominees. The Clearing Agency Participants owning shall have no rights under this Agreement under or representing, respectively, such required percentage with respect to any of the beneficial interest in Certificates held on their behalf by the Book-Entry Clearing Agency, and the Clearing 45 Agency may be treated by the Trustee, and its agents, employees, officers and directors, as the absolute owner of the Certificates and has delivered such instructions to the Owner Trusteefor all purposes whatsoever.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Onyx Acceptance Grantor Trust 1998-1)
Book-Entry Certificates. The Class A Certificates, Class B Certificates and Class C Certificates, upon original issuance, will issuance (except for the Residual Certificate) initially shall be issued in the form of a typewritten Certificate or Certificates representing as Book-Entry Certificates, to be delivered to The Depository Trust CompanyDTC, the initial Clearing Agency, by by, or on behalf of of, the Issuer; provided that one Certificate that constitutes the residual portion of the Certificate Balance may be issued in the form of a Definitive Certificate in a denomination less than an integral multiple of $1.00Seller. Such Book-Entry Certificate or The certificates delivered to DTC evidencing such Certificates shall initially be registered on the Certificate Register in the name of Cede CEDE & Co.CO., the nominee of the initial Clearing Agency, and no beneficial owner (other than Chase Securities Inc.) Certificate Owner will receive a definitive Certificate certificate representing such beneficial ownerCertificate Owner's interest in such Certificatethe Class A, Class B, or Class C Certificates, except as provided in Section 3.125.12. Unless Subject to Section 5.12, unless and until definitive, fully registered Certificates of any Class (the "Definitive Certificates Certificates") have been issued to beneficial owners Certificate Owners pursuant to Section 3.125.12:
(ai) the provisions of this Section 3.10 shall be in full force and effect;
(bii) the Certificate RegistrarSeller, the Paying Agent Servicer, the Certificate Registrar and the Owner Trustee shall be entitled to may deal with the Clearing Agency and the Clearing Agency Participants for all purposes of this Agreement relating to the Book-Entry Certificates (including the payment making of principal of and interest distributions on the Book-Entry Certificates and the giving of instructions or directions to Certificate Owners of Book-Entry Certificateshereunder) as the sole Holder authorized representative of Book-Entry Certificates and shall have no obligations to the Certificate Owners thereofOwners;
(ciii) to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control;
(div) the rights of Certificate Owners of the Book-Entry Certificates shall be exercised only through the Clearing Agency (or to the extent Certificateholders are not Clearing Agency Participants, through procedures established by the Clearing Agency Participants through which such Certificateholders own Book-Entry Certificates), Agency) and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency and/or Clearing Agency Participants, and all references in this Agreement to actions by Certificateholders shall refer to actions taken by the Clearing Agency upon instructions from the Clearing Agency Participants, and all references in this Agreement to distributions, notices, reports and statements to Certificateholders shall refer to distributions, notices, reports and statements to the Clearing Agency, as registered holder of the Certificates, as the case may be, for distribution to Certificateholders in accordance with the procedures of the Clearing Agency. Pursuant to the Certificate Depository Agreement, unless Unless and until Definitive Certificates are issued pursuant to Section 3.125.12, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments distributions of principal of and interest on the Book-Entry Certificates to such Clearing Agency Participants; and
(ev) whenever this Agreement requires or permits actions to be taken based upon instructions or directions of the Holders of Certificates evidencing a specified percentage of the Certificate Balance, Voting Interests of any Class or both Classes the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Certificate Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Book-Entry such Certificates and has delivered such instructions to the Owner Trustee.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Toyota Motor Credit Receivables Corp)
Book-Entry Certificates. The Trust Certificates, upon original issuance, will be issued in the form of a typewritten Trust Certificate or Trust Certificates representing Book-Entry Certificates, to be delivered to The Depository Trust Company, the initial Clearing Agency, by by, or on behalf of of, the IssuerTrust; provided PROVIDED, HOWEVER, that one Definitive Certificate that constitutes the residual portion of the Certificate Balance (as defined below) may be issued in to the form of a Definitive Certificate in a denomination less than an integral multiple of $1.00Depositor pursuant to Section 3.10. Such Book-Entry Certificate or Book-Entry Certificates shall initially be registered on the Certificate Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no beneficial owner Certificate Owner (other than Chase Securities Inc.the Depositor) will receive a definitive Definitive Certificate representing such beneficial ownerCertificate Owner's interest in such Trust Certificate, except as provided in Section 3.123.13. Unless and until definitive, fully registered Trust Certificates (the "Definitive Certificates Certificates") have been issued to beneficial owners Certificate Owners pursuant to Section 3.123.13:
(ai) the provisions of this Section 3.10 shall be in full force and effect;
(bii) the Certificate Registrar, the Paying Agent Registrar and the Owner Eligible Lender Trustee shall be entitled to deal with the Clearing Agency and the Clearing Agency Participants for all purposes of this Agreement relating to the Book-Entry Certificates (including the payment of principal of and interest on the Book-Entry Trust Certificates and the giving of instructions or directions to Certificate Owners of Book-Entry Certificateshereunder) as the sole Holder holder of Book-Entry the Trust Certificates and shall have no obligations obligation to the Certificate Owners thereofOwners;
(ciii) to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control;
(div) the rights of Certificate Owners of the Book-Entry Certificates shall be exercised only through the Clearing Agency (or to the extent Certificateholders are not Clearing Agency Participants, through the Clearing Agency Participants through which such Certificateholders own Book-Entry Certificates), and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency and/or Clearing Agency Participants, and all references in this Agreement to actions by Certificateholders shall refer to actions taken by the Clearing Agency upon instructions from the Clearing Agency Participants, and all references in this Agreement to distributions, notices, reports and statements to Certificateholders shall refer to distributions, notices, reports and statements to the Clearing Agency, as registered holder of the Certificates, as the case may be, for distribution to Certificateholders in accordance with the procedures of the Clearing Agency. Pursuant to the Certificate Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 3.123.13, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Book-Entry Trust Certificates to such Clearing Agency Participants; and
(ev) whenever this Agreement requires or permits actions to be taken based upon instructions or directions of the Holders holders of the Trust Certificates evidencing a specified percentage of the Certificate Balance, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Certificate Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Book-Entry Trust Certificates and has delivered such instructions to the Owner Eligible Lender Trustee.
Appears in 1 contract
Sources: Trust Agreement (Key Bank Usa National Association)
Book-Entry Certificates. The Class A-1 Certificates, the Class A-2 Certificates and the Class A-3 Certificates, upon original issuance, issuance will be issued in the form of a one or more typewritten Certificate or Certificates certificates representing the Book-Entry Certificates, to be delivered to The Depository Trust CompanyDTC, the initial Clearing Agency, by by, or on behalf of of, the Issuer; provided that one Certificate that constitutes the residual portion of the Certificate Balance may be issued in the form of a Definitive Certificate in a denomination less than an integral multiple of $1.00Transferor. Such Book-Entry Certificate The certificate or certificates delivered to DTC evidencing such Class A-1 Certificates, Class A-2 Certificates and Class A-3 Certificates shall initially be registered on the Certificate Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no beneficial owner (other than Chase Securities Inc.) Certificate Owner will receive a definitive Certificate certificate representing such beneficial ownerCertificate Owner's interest in such Certificatethe Class A-1 Certificates, the Class A-2 Certificates or the Class A-3 Certificates, except as provided in Section 3.124.11. Unless otherwise specified in this 1997-A Securitization Trust Agreement, unless and until definitive, fully registered Class A-1 Certificates, Class A-2 Certificates, and Class A-3 Certificates (the "Definitive Certificates Certificates") have been issued to beneficial owners Certificate Owners pursuant to Section 3.124.11:
(ai) the provisions of this Section 3.10 shall be in full force and effect;
(bii) the Certificate RegistrarTransferor, the Paying Agent Servicer, the Certificate Registrar and the Owner 1997-A Securitization Trustee shall be entitled to may deal with the Clearing Agency and the Clearing Agency Participants for all purposes of this Agreement relating to the Book-Entry Certificates (including the payment making of principal of and interest distributions on the Book-Entry Class A-1 Certificates, the Class A-2 Certificates and the giving of instructions or directions to Certificate Owners of Book-Entry Class A-3 Certificates) as the sole Holder authorized representative of Book-Entry Certificates and shall have no obligations to the Certificate Owners thereofOwners;
(ciii) to the extent that the provisions of this Section conflict with any other provisions of this the Agreement, the provisions of this Section shall control;
(div) the rights of Certificate Owners of the Book-Entry Certificates shall be exercised only through (or through procedures established by) the Clearing Agency (or to the extent Certificateholders are not Clearing Agency Participants, through the Clearing Agency Participants through which such Certificateholders own Book-Entry Certificates), and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency and/or Clearing Agency Participants, and all references in this Agreement to actions by Certificateholders shall refer to actions taken by the Clearing Agency upon instructions from the Clearing Agency Participants, and all references in this Agreement to distributions, notices, reports and statements to Certificateholders shall refer to distributions, notices, reports and statements to the Clearing Agency, as registered holder of the Certificates, as the case may be, for distribution to Certificateholders in accordance with the procedures of the Clearing Agency. Pursuant to the Certificate Depository Agreement, unless Unless and until Definitive Certificates are issued pursuant to Section 3.124.11, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments distributions of principal of and interest on the Book-Entry Class A-1 Certificates, the Class A-2 Certificates and the Class A-3 Certificates to such Clearing Agency Participants; and
(ev) whenever this 1997-A Securitization Trust Agreement requires or permits actions to be taken based upon instructions or directions of the Holders of Class A-1 Certificates, Class A-2 Certificates or Class A-3 Certificates evidencing a specified percentage of the Certificate Balance, aggregate Percentage Interest thereof the Clearing Agency shall be deemed to represent such percentage (if and to the extent that it will act on behalf of Certificate Owners and/or Clearing Agency Participants) only to the extent that it has received instructions to such effect from Certificate Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage percentages of the beneficial interest in the Book-Entry Class A-1 Certificates, Class A-2 Certificates or Class A-3 Certificates and has delivered such instructions to the Owner 1997-A Securitization Trustee.
Appears in 1 contract
Sources: 1997 a Securitization Trust Agreement (Toyota Auto Lease Trust 1997-A)
Book-Entry Certificates. The Certificates, upon original issuance, will shall be issued in the form of a typewritten Certificate or Certificates representing Book-Entry Certificates, to be delivered to The Depository Trust Company, the initial Clearing Agency, Depository by or on behalf of the IssuerTrust; provided provided, however, that one Definitive Certificate that constitutes the residual portion of the Certificate Balance may be issued in to The CIT GP Corporation II, as holder of the form of a Definitive Certificate in a denomination less than an integral multiple of $1.00GP Interest pursuant to Section 2.7. Such Book-Entry Certificate or Certificates (other than the Definitive Certificate issued to The CIT GP Corporation II) shall initially be registered on the Certificate Register in the name of Cede & Co., the nominee of the initial Clearing Agency, Depository and no beneficial owner (other than Chase Securities Inc.) will Certificate Owner shall receive a definitive Certificate representing such beneficial ownerCertificate Owner's interest in such Certificate, except as provided in Section 3.123.13. Unless and until definitive fully registered Certificates (the "Definitive Certificates Certificates") shall have been issued to beneficial owners Certificate Owners pursuant to Section 3.123.13:
(a) the provisions of this Section 3.10 3.11 shall be in full force and effect;
(b) the Certificate Registrar, the Paying Agent Registrar and the Owner Trustee shall be entitled to deal with the Clearing Agency and the Clearing Agency Participants Depository for all purposes of this Agreement relating to the Book-Entry Certificates (including the payment of principal of and interest on the Book-Entry Certificates and the giving of instructions or directions to Certificate Owners of Book-Entry Certificateshereunder) as the sole Holder of Book-Entry Certificates the Certificate, and shall have no obligations obligation to the Certificate Owners thereofOwners;
(c) to the extent that the provisions of this Section 3.11 conflict with any other provisions of this Agreement, the provisions of this Section 3.11 shall control;
(d) the rights of the Certificate Owners of the Book-Entry Certificates shall be exercised only through the Clearing Agency (or to the extent Certificateholders are not Clearing Agency Participants, through the Clearing Agency Participants through which such Certificateholders own Book-Entry Certificates), Depository and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency Depository and/or Clearing Agency the Depository Participants, and all references in this Agreement to actions by Certificateholders shall refer to actions taken by the Clearing Agency upon instructions from the Clearing Agency Participants, and all references in this Agreement to distributions, notices, reports and statements to Certificateholders shall refer to distributions, notices, reports and statements to the Clearing Agency, as registered holder of the Certificates, as the case may be, for distribution to Certificateholders in accordance with the procedures of the Clearing Agency. Pursuant to the Certificate Depository Agreement, Agreement unless and until Definitive Certificates are issued pursuant to Section 3.123.13, the initial Clearing Agency Depository will make book-entry transfers among Clearing Agency the Depository Participants and receive and transmit payments of principal of and interest on the Book-Entry Certificates to such Clearing Agency Depository Participants; and;
(e) whenever this Agreement requires or permits actions to be taken based upon instructions or directions of the Holders of Certificates evidencing a specified percentage of the Certificate Balance, the Clearing Agency Depository shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Certificate Owners and/or Clearing Agency Depository Participants owning or representing, respectively, such required percentage of the beneficial interest in the Book-Entry Certificates and has delivered such instructions to the Owner Trustee.
Appears in 1 contract
Book-Entry Certificates. The If Certificateholders representing all of the Certificate Balance shall agree to adopt a book-entry system for the Certificates through a Clearing Agency, then upon the surrender to the Certficate Registrar of the Definitive Certificates, upon original issuanceaccompanied by registration instructions, will Owner Trustee shall execute and authenticate, or cause to be issued in the form of a typewritten Certificate or Certificates representing authenticated, Book-Entry Certificates, in accordance with the instructions of the Certificateholders, to be delivered to The Depository Trust Company, the initial Clearing Agency, Agency selected by or on behalf of the Issuer; provided that one Certificate that constitutes the residual portion Certficateholders holding a majority of the Certificate Balance may be issued in the form of a Definitive Certificate in a denomination less than an integral multiple of $1.00Balance. Such Book-Book- Entry Certificate or Certificates shall initially be registered on the Certificate Register in the name of Cede & Co., the initial Clearing Agency, and no beneficial owner (other than Chase Securities Inc.) will receive a definitive Certificate representing such beneficial owner's interest in such Certificate, except as provided in Section 3.12Agency or its nominee. Unless and until Definitive If Book-Entry Certificates have been are issued to beneficial owners pursuant to this Section 3.12:
(a) the provisions of this Section 3.10 shall be in full force and effect;
(b) the Certificate Registrar, the each Paying Agent and the Owner Trustee shall be entitled to deal with the Clearing Agency and the Clearing Agency Participants for all purposes of this Agreement relating to the Book-Entry Certificates (including the payment of principal of and interest on the Book-Entry Certificates and the giving of instructions or directions to Certificate Owners of Book-Entry Certificates) as the sole Holder of Book-Entry Certificates and shall have no obligations to Certificate Owners thereof;
(c) to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control;
(d) the rights of Certificate Owners of the Book-Entry Certificates shall be exercised only through the Clearing Agency (or to the extent Certificateholders are not Clearing Agency Participants, through the Clearing Agency Participants through which such Certificateholders own Book-Entry Certificates), and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency and/or Clearing Agency Participants, and all references in this Agreement to actions by Certificateholders shall refer to actions taken by the Clearing Agency upon instructions from the Participants or Persons acting through Clearing Agency Participants, and all references in this Agreement to distributions, notices, reports and statements to Certificateholders shall refer to distributions, notices, reports and statements to the Clearing Agency, as registered holder of the Certificates, as the case may be, for distribution to Certificateholders in accordance with the procedures of the Clearing Agency. Pursuant to the Certificate Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 3.12, the The initial Clearing Agency will make TRUST AGREEMENT book-entry transfers among Clearing Agency Participants and receive and transmit payments of principal of and interest on the Book-Entry Certificates to such Clearing Agency Participants; and;
(e) whenever this Agreement requires or permits actions to be taken based upon instructions or directions of the Holders of Certificates evidencing a specified percentage of the Certificate Balance, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Certificate Owners and/or Clearing Agency Participants or Persons acting through Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Book-Entry Certificates and has delivered such instructions to the Owner Trustee; and
(f) whenever a notice or other communication to Owners is required under this Agreement, Owner Trustee and each Paying Agent shall give all such notices and communications specified herein to be given to Owners to the Clearing Agency, and shall have no obligations to Owners.
Appears in 1 contract
Book-Entry Certificates. The CertificatesClass A Certificates and[, upon original issuance, will if so specified in this Agreement,] the Class B Certificates may be issued in the form of a one or more typewritten Certificate or Certificates representing Book-Entry Certificates, to be delivered by, or on behalf of, the Depositor to The Depository Trust Company, the initial Clearing Agency, by or on behalf of which, unless otherwise specified in this Agreement, shall be The Depository Trust Company. In such case, the Issuer; provided that one Certificate that constitutes Certificates delivered to the residual portion of the Certificate Balance may be issued in the form of a Definitive Certificate in a denomination less than an integral multiple of $1.00. Such Book-Entry Certificate or Certificates Depository Trust Company shall initially be registered on the Certificate Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no beneficial owner (other than Chase Securities Inc.) Certificate Owner will receive a definitive Certificate certificate representing such beneficial ownerCertificate Owner's interest in such Certificatethe Certificates, except as provided in Section 3.126.10. Unless and until definitive, fully registered Certificates (the "Definitive Certificates Certificates") have been issued to beneficial owners such Certificate Owners pursuant to Section 3.126.10:
(ai) the provisions of this Section 3.10 shall be in full force and effect;
(bii) the Certificate RegistrarDepositor, the Paying Agent Servicer, the Certificate Registrar and the Owner Trustee shall be entitled to may deal with the Clearing Agency and the Clearing Agency Participants for all purposes of this Agreement relating to the Book-Entry Certificates (including the payment making of principal of and interest distributions on the Book-Entry Certificates and the giving of instructions or directions to Certificate Owners of Book-Entry such Certificates) as the sole Holder of Book-Entry such Certificates and shall have no obligations obligation to the related Certificate Owners thereofOwners;
(ciii) to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control;
(div) the rights of such Certificate Owners of the Book-Entry Certificates shall be exercised only through the Clearing Agency (or to the extent Certificateholders are not Clearing Agency Participants, through the Clearing Agency Participants through which such Certificateholders own Book-Entry Certificates), and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency and/or Clearing Agency Participants, and all references in this Agreement to actions by Certificateholders shall refer to actions taken by the Clearing Agency upon instructions from the Clearing Agency Participants, and all references in this Agreement to distributions, notices, reports and statements to Certificateholders shall refer to distributions, notices, reports and statements to the Clearing Agency, as registered holder of the Certificates, as the case may be, for distribution to Certificateholders in accordance with the procedures of the Clearing Agency. Pursuant to the Certificate Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 3.126.10, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments distributions of principal of and interest on the Book-Entry such Certificates to such Clearing Agency Participants; and
(ev) whenever this Agreement requires or permits actions to be taken based upon instructions or directions of the Holders of Certificates evidencing a specified percentage of the Certificate Balance, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Certificate Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Book-Entry such Certificates and has delivered such instructions to the Owner Trustee.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Deutsche Recreational Asset Funding Corp)
Book-Entry Certificates. The (a) Each Class of Book-Entry ----------------------- Certificates, upon original issuance, will shall be issued in the form of a one or more typewritten Certificate or Certificates representing the Book-Entry Certificates, to be delivered to The Depository Trust Company, the initial Clearing Agency, by by, or on behalf of of, the Issuer; provided that one Certificate that constitutes the residual portion of the Certificate Balance may be issued in the form of a Definitive Certificate in a denomination less than an integral multiple of $1.00Depositor. Such The Book-Entry Certificate or Certificates shall initially be registered on the Certificate Register in the name of Cede & Co., the initial nominee of the Clearing Agency, and no beneficial owner (other than Chase Securities Inc.) Certificate Owner will receive a definitive Certificate certificate representing such beneficial ownerCertificate Owner's interest in such Certificatethe Book-Entry Certificates, except as provided in Section 3.123.09(c). Unless and until Definitive Certificates have been issued to beneficial owners Certificate Owners of Book-Entry Certificates pursuant to Section 3.12:3.09(c):
(ai) the provisions of this Section 3.10 3.09 shall be in full force and effect;
(bii) the Certificate RegistrarDepositor, the Master Servicer, the Paying Agent Agent, the Registrar and the Owner Trustee shall be entitled to may deal with the Clearing Agency and the Clearing Agency Participants for all purposes of this Agreement relating to the Book-Entry Certificates (including the payment making of principal of and interest distributions on the Book-Entry Certificates and the giving of instructions or directions to Certificate Owners of Book-Entry Certificates) as the sole Holder authorized representatives of Book-Entry Certificates and shall have no obligations to the Certificate Owners thereofand the Clearing Agency shall be responsible for crediting the amount of such distributions to the accounts of such Persons entitled thereto, in accordance with the Clearing Agency's normal procedures;
(ciii) to the extent that the provisions of this Section 3.09 conflict with any other provisions of this Agreement, the provisions of this Section 3.09 shall control;; and
(div) the rights of Certificate Owners of the Book-Entry Certificates shall be exercised only through the Clearing Agency (or to the extent Certificateholders are not Clearing Agency Participants, through and the Clearing Agency Participants through which such Certificateholders own Book-Entry Certificates), and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency and/or Clearing Agency Participants, and all references in this Agreement to actions by Certificateholders shall refer to actions taken by the Clearing Agency upon instructions from the Clearing Agency Participants, and all references in this Agreement to distributions, notices, reports and statements to Certificateholders shall refer to distributions, notices, reports and statements to the Clearing Agency, as registered holder of the Certificates, as the case may be, for distribution to Certificateholders in accordance with the procedures of the Clearing Agency. Pursuant to the Certificate Depository Agreement, unless Unless and until Definitive Certificates are issued pursuant to Section 3.123.09(c), the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments distributions of principal of and interest on the Book-Entry Certificates to such Clearing Agency Participants; and.
(eb) whenever Whenever notice or other communication to the Certificateholders is required under this Agreement requires or permits actions Agreement, unless and until Definitive Certificates shall have been issued to Certificate Owners pursuant to Section 3.09(c), the Trustee shall give all such notices and communications specified herein to be taken based upon instructions or directions given to Holders of the Holders Book-Entry Certificates to the Clearing Agency.
(c) If (i) (A) the Depositor advises the Trustee in writing that the Clearing Agency is no longer willing or able to discharge properly its responsibilities with respect to the Book-Entry Certificates, and (B) the Trustee or the Depositor is unable to locate a qualified successor, (ii) the Depositor, at its option, advises the Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or (iii) after the occurrence of an Event of Default, Certificate Owners representing beneficial interests aggregating not less than 50% of the Class Certificate Principal Amount of a Class of Book-Entry Certificates evidencing identified as such to the Trustee by an Officer's Certificate from the Clearing Agency advise the Trustee and the Clearing Agency through the Clearing Agency Participants in writing that the continuation of a specified percentage book-entry system through the Clearing Agency is no longer in the best interests of the Certificate BalanceOwners of a Class of Book-Entry Certificates, the Trustee shall notify or cause the Certificate Registrar to notify the Clearing Agency to effect notification to all Certificate Owners, through the Clearing Agency, of the occurrence of any such event and of the availability of Definitive Certificates to Certificate Owners requesting the same. Upon surrender to the Trustee of the Book-Entry Certificates by the Clearing Agency, accompanied by registration instructions from the Clearing Agency for registration, the Trustee shall issue the Definitive Certificates. Neither the Transferor nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates all references herein to obligations imposed upon or to be performed by the Clearing Agency shall be deemed to represent such percentage only be imposed upon and performed by the Trustee, to the extent that it has received instructions applicable, with respect to such effect from Certificate Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage Definitive Certificates and the Trustee shall recognize the holders of the beneficial interest in the Book-Entry Definitive Certificates and has delivered such instructions to the Owner Trusteeas Certificateholders hereunder.
Appears in 1 contract
Book-Entry Certificates. The (a) Each Class of Book-Entry Certificates, upon original issuance, will shall be issued in the form of a one or more typewritten Certificate or Certificates representing the Book-Entry Certificates, to be delivered to The Depository Trust Company, the initial Clearing Agency, by by, or on behalf of of, the Issuer; provided that one Certificate that constitutes the residual portion of the Certificate Balance may be issued in the form of a Definitive Certificate in a denomination less than an integral multiple of $1.00Depositor. Such The Book-Entry Certificate or Certificates shall initially be registered on the Certificate Register in the name of Cede & Co., the initial nominee of the Clearing Agency, and no beneficial owner (other than Chase Securities Inc.) Certificate Owner will receive a definitive Certificate certificate representing such beneficial ownerCertificate Owner's interest in such Certificatethe Book-Entry Certificates, except as provided in Section 3.123.09(c). Unless and until Definitive Certificates have been issued to beneficial owners Certificate Owners of Book-Entry Certificates pursuant to Section 3.12:3.09(c):
(ai) the provisions of this Section 3.10 3.09 shall be in full force and effect;
(bii) the Certificate RegistrarDepositor, the Master Servicer, the Paying Agent Agent, the Registrar and the Owner Trustee shall be entitled to may deal with the Clearing Agency and the Clearing Agency Participants for all purposes of this Agreement relating to the Book-Entry Certificates (including the payment making of principal of and interest distributions on the Book-Entry Certificates and the giving of instructions or directions to Certificate Owners of Book-Entry Certificates) as the sole Holder authorized representatives of Book-Entry Certificates and shall have no obligations to the Certificate Owners thereofand the Clearing Agency shall be responsible for crediting the amount of such distributions to the accounts of such Persons entitled thereto, in accordance with the Clearing Agency's normal procedures;
(ciii) to the extent that the provisions of this Section 3.09 conflict with any other provisions of this Agreement, the provisions of this Section 3.09 shall control;; and
(div) the rights of Certificate Owners of the Book-Entry Certificates shall be exercised only through the Clearing Agency (or to the extent Certificateholders are not Clearing Agency Participants, through and the Clearing Agency Participants through which such Certificateholders own Book-Entry Certificates), and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency and/or Clearing Agency Participants, and all references in this Agreement to actions by Certificateholders shall refer to actions taken by the Clearing Agency upon instructions from the Clearing Agency Participants, and all references in this Agreement to distributions, notices, reports and statements to Certificateholders shall refer to distributions, notices, reports and statements to the Clearing Agency, as registered holder of the Certificates, as the case may be, for distribution to Certificateholders in accordance with the procedures of the Clearing Agency. Pursuant to the Certificate Depository Agreement, unless Unless and until Definitive Certificates are issued pursuant to Section 3.123.09(c), the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments distributions of principal of and interest on the Book-Entry Certificates to such Clearing Agency Participants; and.
(eb) whenever Whenever notice or other communication to the Certificateholders is required under this Agreement requires or permits actions Agreement, unless and until Definitive Certificates shall have been issued to Certificate Owners pursuant to Section 3.09(c), the Trustee shall give all such notices and communications specified herein to be taken based upon instructions or directions given to Holders of the Holders Book-Entry Certificates to the Clearing Agency.
(c) If (i) (A) the Depositor advises the Trustee in writing that the Clearing Agency is no longer willing or able to discharge properly its responsibilities with respect to the Book-Entry Certificates, and (B) the Trustee or the Depositor is unable to locate a qualified successor, (ii) the Depositor, at its option, advises the Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or (iii) after the occurrence of an Event of Default, Certificate Owners representing beneficial interests aggregating not less than 50% of the Class Principal Amount of a Class of Book-Entry Certificates evidencing identified as such to the Trustee by an Officer's 57 Certificate from the Clearing Agency advise the Trustee and the Clearing Agency through the Clearing Agency Participants in writing that the continuation of a specified percentage book-entry system through the Clearing Agency is no longer in the best interests of the Certificate BalanceOwners of a Class of Book-Entry Certificates, the Trustee shall notify or cause the Certificate Registrar to notify the Clearing Agency to effect notification to all Certificate Owners, through the Clearing Agency, of the occurrence of any such event and of the availability of Definitive Certificates to Certificate Owners requesting the same. Upon surrender to the Trustee of the Book-Entry Certificates by the Clearing Agency, accompanied by registration instructions from the Clearing Agency for registration, the Trustee shall issue the Definitive Certificates. Neither the Transferor nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates all references herein to obligations imposed upon or to be performed by the Clearing Agency shall be deemed to represent such percentage only be imposed upon and performed by the Trustee, to the extent that it has received instructions applicable, with respect to such effect from Certificate Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage Definitive Certificates and the Trustee shall recognize the holders of the beneficial interest in the Book-Entry Definitive Certificates and has delivered such instructions to the Owner Trusteeas Certificateholders hereunder.
Appears in 1 contract
Sources: Trust Agreement (Structured Asset Sec Corp Mort Pass THR Cert Ser 2001-10a)
Book-Entry Certificates. The Certificates, Certificates upon original issuance, issuance will be issued in the form of a one or more typewritten Certificate or Certificates certificates representing the Book-Entry Trust Certificates, to be delivered to The Depository Trust CompanyDTC, the initial Clearing Agency, by by, or on behalf of of, the Issuer; provided that one Certificate that constitutes the residual portion of the Certificate Balance may Trust. The Residual Interest Instrument will be issued in the form of as a Definitive Certificate in a denomination less than an integral multiple of $1.00Trust Certificate. Such Book-Entry Certificate The certificate or certificates delivered to DTC evidencing such Trust Certificates shall initially be registered on the Certificate Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no beneficial owner (other than Chase Securities Inc.) Certificate Owner will receive a definitive Certificate certificate representing such beneficial ownerCertificate Owner's interest in such Certificatethe Trust Certificates, except as provided in Section 3.123.13. Unless and until definitive, fully registered Trust Certificates (the "Definitive Certificates Trust Certificates") have been issued to beneficial owners Certificate Owners pursuant to Section 3.123.13:
(ai) the provisions of this Section 3.10 shall be in full force and effect;
(bii) the Depositor, the Servicer, the Certificate Registrar, the Paying Agent Owner Trustee and the Co-Owner Trustee shall be entitled Trustee, subject to the provisions and limitations of Sections 2.03 and 2.06, may deal with the Clearing Agency and the Clearing Agency Participants for all purposes of this Agreement relating to the Book-Entry Certificates (including the payment making of principal of and interest distributions on the Book-Entry Certificates and the giving of instructions or directions to Certificate Owners of Book-Entry Trust Certificates) as the sole Holder authorized representative of Book-Entry Certificates and shall have no obligations to the Certificate Owners thereofOwners;
(ciii) to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control;
(div) the rights of Certificate Owners of the Book-Entry Certificates shall be exercised only through the Clearing Agency (or to the extent Certificateholders are not Clearing Agency Participants, through procedures established by the Clearing Agency Participants through which such Certificateholders own Book-Entry Certificates), Agency) and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency and/or Clearing Agency Participants, and all references in this Agreement to actions by Certificateholders shall refer to actions taken by the Clearing Agency upon instructions from the Clearing Agency Participants, and all references in this Agreement to distributions, notices, reports and statements to Certificateholders shall refer to distributions, notices, reports and statements ; pursuant to the Clearing Agency, as registered holder of the Certificates, as the case may be, for distribution to Certificateholders in accordance with the procedures of the Clearing Agency. Pursuant to the Certificate Depository Agreement, unless and until Definitive Trust Certificates are issued pursuant to Section 3.123.14, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments distributions of principal of and interest on the Book-Entry Certificates to such Clearing Agency Participants; and
(ev) whenever this Agreement requires or permits actions to be taken based upon instructions or directions of the Holders of Certificates evidencing a specified percentage of the Certificate BalancePercentage Interests thereof, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Certificate Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Book-Entry Certificates and has delivered such instructions to the Owner Trustee or the Co-Owner Trustee.
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Book-Entry Certificates. The Certificates, upon original issuance, will shall be issued in the form of a typewritten Certificate or Certificates representing Book-Entry Certificates, to be delivered to The Depository Trust Company, the initial Clearing Agency, Depository by or on behalf of the IssuerTrust; provided provided, however, that one Definitive Certificate that constitutes the residual portion of the Certificate Balance may be issued in to [ ], as holder of the form of a Definitive Certificate in a denomination less than an integral multiple of $1.00GP Interest pursuant to Section 2.7. Such Book-Entry Certificate or Certificates (other than the Definitive Certificate issued to [ ]) shall initially be registered on the Certificate Register in the name of Cede & Co., the nominee of the initial Clearing Agency, Depository and no beneficial owner (other than Chase Securities Inc.) will Certificate Owner shall receive a definitive Certificate representing such beneficial ownerCertificate Owner's interest in such Certificate, except as provided in Section 3.123.13. Unless and until definitive fully registered Certificates (the "Definitive Certificates Certificates") shall have been issued to beneficial owners Certificate Owners pursuant to Section 3.123.13:
(a) the provisions of this Section 3.10 3.11 shall be in full force and effect;
(b) the Certificate Registrar, the Paying Agent Registrar and the Owner Trustee shall be entitled to deal with the Clearing Agency and the Clearing Agency Participants Depository for all purposes of this Agreement relating to the Book-Entry Certificates (including the payment of principal of and interest on the Book-Entry Certificates and the giving of instructions or directions to Certificate Owners of Book-Entry Certificateshereunder) as the sole Holder of Book-Entry Certificates the Certificate, and shall have no obligations obligation to the Certificate Owners thereofOwners;
(c) to the extent that the provisions of this Section 3.11 conflict with any other provisions of this Agreement, the provisions of this Section 3.11 shall control;
(d) the rights of the Certificate Owners of the Book-Entry Certificates shall be exercised only through the Clearing Agency (or to the extent Certificateholders are not Clearing Agency Participants, through the Clearing Agency Participants through which such Certificateholders own Book-Entry Certificates), Depository and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency Depository and/or Clearing Agency the Depository Participants, and all references in this Agreement to actions by Certificateholders shall refer to actions taken by the Clearing Agency upon instructions from the Clearing Agency Participants, and all references in this Agreement to distributions, notices, reports and statements to Certificateholders shall refer to distributions, notices, reports and statements to the Clearing Agency, as registered holder of the Certificates, as the case may be, for distribution to Certificateholders in accordance with the procedures of the Clearing Agency. Pursuant to the Certificate Depository Agreement, Agreement unless and until Definitive Certificates are issued pursuant to Section 3.123.13, the initial Clearing Agency Depository will make book-entry transfers among Clearing Agency the Depository Participants and receive and transmit payments of principal of and interest on the Book-Entry Certificates to such Clearing Agency Depository Participants; and;
(e) whenever this Agreement requires or permits actions to be taken based upon instructions or directions of the Holders of Certificates evidencing a specified percentage of the Certificate Balance, the Clearing Agency Depository shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Certificate Owners and/or Clearing Agency Depository Participants owning or representing, respectively, such required percentage of the beneficial interest in the Book-Entry Certificates and has delivered such instructions to the Owner Trustee.
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