Prepayment of the Certificates Clause Samples

Prepayment of the Certificates. (a) The Certificates shall be prepaid in whole, but not in part, at the direction of the Servicer pursuant to Section 9.1(a) of the Sale and Servicing Agreement, on any Payment Date on which the Servicer exercises its option to purchase the assets of the Trust pursuant to said Section 9.1(a), and the amount paid by the Servicer shall be treated as collections of Receivables and applied to pay the unpaid principal amount of the Notes plus accrued and unpaid interest thereon, together with the unpaid principal amount of the Certificates. The Servicer shall furnish the Rating Agencies and the Certificateholders notice of such prepayment. If the Certificates are to be prepaid pursuant to this Section 9.2(a), the Servicer shall furnish notice of such election to the Owner Trustee not later than 20 days prior to the Prepayment Date and the Trust shall deposit by 10:00 A.M. (New York City time) on the Prepayment Date in the Certificate Distribution Account the Prepayment Price of the Certificates to be prepaid, whereupon all such Certificates shall be due and payable on the Prepayment Date. (b) In addition, following payment in full of the Notes, the Holders of 100% of the Certificate Balance may agree to liquidate the Trust and prepay the Certificates. (c) Notice of prepayment under Section 9.2(a) shall be given by the Owner Trustee by first-class mail, postage prepaid, or by facsimile mailed or transmitted immediately following receipt of notice from the Trust or Servicer pursuant to Section 9.2(a), but not later than 10 days prior to the applicable Prepayment Date, to each Holder of Certificate as of the close of business on the Record Date preceding the applicable Prepayment Date, at such Holder's address or facsimile number appearing in the Certificate Register. All notices of prepayment shall state: (i) the Prepayment Date; (ii) the Prepayment Price; and (iii) the place where such Certificates are to be surrendered for payment of the Prepayment Price (which shall be the office or agency of the Owner Trustee to be maintained as provided in Section 3.8). Notice of prepayment of the Certificates shall be given by the Owner Trustee in the name and at the expense of the Trust. Failure to give notice of prepayment, or any defect therein, to any Holder of any Certificate shall not impair or affect the validity of the prepayment of any other Certificate. (d) The Certificates to be prepaid shall, following notice of prepayment as required by Section 9.2(a), on the P...
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Prepayment of the Certificates. The Lessor shall prepay the Certificate Holder Contribution in accordance with Section 5.1 of the Indenture in connection with the exercise by the Lessee of its right to direct the Lessor to prepay the Securities.
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Prepayment of the Certificates. (a) The Certificates shall be prepaid in whole, but not in part, at the direction of the Servicer pursuant to Section 8.1(a) of the Sale and Servicing Agreement, on any Payment Date on which the Servicer exercises its option to purchase the assets of the Trust pursuant to said Section 8.1(a), and the amount paid by the Servicer shall be treated as collections of Receivables and applied to pay the in full the Redemption Price of the Notes and the Prepayment Price of the Certificates. The Servicer shall furnish the Rating Agencies and the Certificateholders notice of such prepayment. If the Certificates are to be prepaid pursuant to this Section 9.3(a), the Servicer shall furnish notice of such election to the Owner Trustee not later than twenty (20) days prior to the Prepayment
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Related to Prepayment of the Certificates

  • Form of the Certificates (a) The Certificates shall be substantially in the form of Exhibit A. The Certificates shall represent the entire beneficial interest in the Trust. The Certificates shall be executed on behalf of the Trust by manual or facsimile signature of a Responsible Officer of the Owner Trustee. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the Trust, shall be duly issued, fully paid and non-assessable beneficial interests in the Trust, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such offices at the date of authentication and delivery of such Certificates. (b) The Certificates shall be typewritten, printed, lithographed or engraved or produced by any combination of these methods (with or without steel engraved borders) all as determined by the officers executing such Certificates, as evidenced by their execution of such Certificates. The Certificates shall be fully registered. (c) The Certificates shall be issued in fully-registered form. The terms of the Certificates set forth in Exhibit A shall form part of this Agreement.

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

  • Appointment of the Certificate Paying Agent To the extent Definitive Certificates have been issued, the Certificate Paying Agent shall make distributions to Certificateholders from the Certificate Distribution Account pursuant to Section 5.2 and shall report the amounts of such distributions to the Owner Trustee and the Servicer; provided, however, that no such reports shall be required so long as the Seller or an affiliate of the Seller is the sole Certificateholder. Any Certificate Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Account for the purpose of making the distributions referred to above. The Issuer may revoke such power and remove the Certificate Paying Agent if the Issuer determines in its sole discretion that the Certificate Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Certificate Paying Agent shall initially be Wilmington Trust, National Association, and any co-paying agent chosen by the Certificate Paying Agent. Wilmington Trust, National Association shall be permitted to resign as Certificate Paying Agent upon thirty (30) days’ written notice to the Owner Trustee. If Wilmington Trust, National Association shall no longer be the Certificate Paying Agent, the Issuer shall appoint a successor to act as Certificate Paying Agent (which shall be a bank or trust company). The Issuer shall cause such successor Certificate Paying Agent or any additional Certificate Paying Agent appointed by the Issuer to execute and deliver an instrument in which such successor Certificate Paying Agent or additional Certificate Paying Agent shall agree with the Issuer that as Certificate Paying Agent, such successor Certificate Paying Agent or additional Certificate Paying Agent shall hold all sums, if any, held by it for payment to the Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid to such Certificateholders. If a successor Certificate Paying Agent does not take office within 30 days after the retiring Certificate Paying Agent resigns or is removed, the retiring Certificate Paying Agent, the Administrator and the Seller, acting jointly, or the Majority Certificateholders may petition any court of competent jurisdiction for the appointment of a successor Certificate Paying Agent (with all costs, fees and expenses, including attorneys’ fees and expenses, incurred by the Indenture Trustee, in its capacity as Certificate Paying Agent, in connection with such petition to be paid by the Issuer). The Certificate Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Certificate Paying Agent such Certificate Paying Agent shall also return all funds in its possession to the Owner Trustee. The rights, protections, indemnities and immunities of the Indenture Trustee under the Indenture and the Sale and Servicing Agreement shall apply to Wilmington Trust, National Association in its roles as Certificate Paying Agent, Certificate Registrar and Relevant Trustee for so long as it shall act as Certificate Paying Agent, Certificate Registrar and/or Relevant Trustee and, to the extent applicable, to any other paying agent, certificate registrar or authenticating agent appointed hereunder. Any reference in this Agreement to the Certificate Paying Agent shall include any co-paying agent unless the context requires otherwise.

  • CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF THE CERTIFICATES Section 2.01 Conveyance of Mortgage Loans.................................. Section 2.02

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