Book-Entry Certificates. (a) The Certificates (other than the Class R and Class V Certificates) shall initially be issued as one or more Certificates registered in the name of the Depository or its nominee and, except as provided in Section 5.02(b) and Section 5.03(c), a Transfer of such Certificates may not be registered by the Certificate Registrar unless such Transfer is to a successor Depository that agrees to hold such Certificates for the respective Certificate Owners with Ownership Interests therein. Such Certificate Owners shall hold and Transfer their respective Ownership Interests in and to such Certificates through the book-entry facilities of the Depository and, except as provided in Section 5.03(c) below, shall not be entitled to definitive, fully registered Certificates (“Definitive Certificates”) in respect of such Ownership Interests. The Classes of Non-Registered Certificates initially sold to Qualified Institutional Buyers in reliance on Rule 144A or in reliance on another exemption from the registration requirements of the Securities Act shall, in the case of each such Class, be represented by the Rule 144A Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. The Classes of Non-Registered Certificates initially sold to institutions that are non-United States Securities Persons in Offshore Transactions in reliance on Regulation S shall, in the case of each such Class, be represented by the Regulation S Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. All Transfers by Certificate Owners of their respective Ownership Interests in the Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing each such Certificate Owner. Each Depository Participant shall only transfer the Ownership Interests in the Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository’s normal procedures. (b) The Certificate Administrator, the Master Servicer, the Special Servicer, the Trustee, the Depositor and the Certificate Registrar may for all purposes, including the making of payments due on the Book-Entry Certificates, deal with the Depository as the authorized representative of the Certificate Owners with respect to such Certificates for the purposes of exercising the rights of Certificateholders hereunder. Except as expressly provided to the contrary herein, the rights of Certificate Owners with respect to the Book-Entry Certificates shall be limited to those established by law and agreements between such Certificate Owners and the Depository Participants and brokerage firms representing such Certificate Owners. Multiple requests and directions from, and votes of, the Depository as Holder of the Book-Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Certificate Owners. The Certificate Administrator may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and shall give notice to the Depository of such record date. (c) If (i)(A) the Depositor advises the Certificate Administrator, the Trustee and the Certificate Registrar in writing that the Depository is no longer willing or able to properly discharge its responsibilities with respect to a Class of the Book-Entry Certificates, and (B) the Depositor is unable to locate a qualified successor, or (ii) the Depositor at its option advises the Trustee, the Certificate Administrator and the Certificate Registrar in writing that it elects to terminate the book-entry system through the Depository with respect to a Class of Book-Entry Certificates, the Certificate Registrar shall notify all affected Certificate Owners, through the Depository, of the occurrence of any such event and of the availability of Definitive Certificates to such Certificate Owners requesting the same. Upon surrender to the Certificate Registrar of the Book-Entry Certificates of any Class thereof by the Depository, accompanied by registration instructions from the Depository for registration of transfer, the Certificate Registrar shall execute, and the Authenticating Agent shall authenticate and deliver, the Definitive Certificates in respect of such Class to the Certificate Owners identified in such instructions. None of the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee or the Certificate Registrar shall be liable for any delay in delivery of such instructions, and each of them may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates for purposes of evidencing ownership of any Class of Registered Certificates, the registered holders of such Definitive Certificates shall be recognized as Certificateholders hereunder and, accordingly, shall be entitled directly to receive payments on, to exercise Voting Rights with respect to, and to transfer and exchange such Definitive Certificates. (d) Notwithstanding any other provisions contained herein, neither the Certificate Administrator nor the Certificate Registrar shall have any responsibility whatsoever to monitor or restrict the Transfer of ownership interests in any Certificate (including but not limited to any Non-Registered Certificate) which interests are transferable through the book-entry facilities of the Depository.

Appears in 14 contracts

Samples: Pooling and Servicing Agreement (COMM 2015-Lc19 Mortgage Trust), Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2015-C28), Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2015-C29)

Book-Entry Certificates. (a) The Certificates (other than the Class R R-I and Class ~~V Certificates~~R-II) ~~shall~~ shall, in the case of each such Class, initially be issued as one or more Certificates registered in the name of the Depository or its nominee and, except as provided in Section ~~5.02(b~~5.03(c) and in the fifth paragraph of Section ~~5.03(c~~5.02(b), a Transfer of such Certificates may not be registered by the Certificate Registrar unless such Transfer is to a successor Depository that agrees to hold such Certificates for the respective Certificate Owners with Ownership Interests therein. Such Certificate Owners shall hold and Transfer their respective Ownership Interests in and to such Certificates through the book-entry facilities of the Depository and, except as provided in Section 5.03(c) ~~below~~and in the fifth paragraph of Section 5.02(b), shall not be entitled to definitive, fully registered Certificates (“"Definitive Certificates”") in respect of such Ownership Interests. The ~~Classes of Non~~Certificates (other than the Class R-~~Registered Certificates~~ I and Class R-II) initially sold to Qualified Institutional Buyers in reliance on Rule 144A or in reliance on another exemption from the registration requirements of the Securities Act shall, in the case of each such Class, be represented by the Rule 144A Global Certificate for such Class, which shall be deposited with the ~~Certificate Administrator~~ Trustee as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. The ~~Classes of Non~~Certificates (other than the Class R-~~Registered Certificates~~ I and Class R-II) initially sold ~~to institutions that are non-United States Securities Persons~~ in ~~Offshore Transactions~~ offshore transactions in reliance on Regulation S shall, in the case of each such Class, be represented by the Regulation S Global Certificate for such Class, which shall be deposited with the ~~Certificate Administrator~~ Trustee as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. , provided that only Investment Grade Certificates shall be sold in offshore transactions in reliance on Regulation S. All Transfers by Certificate Owners of their respective Ownership Interests in the Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing each such Certificate Owner. Each Depository Participant shall only transfer the Ownership Interests in the Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository’s 's normal procedures. (b) The ~~Certificate Administrator~~Trustee, the Master Servicer, the Special Servicer~~, the Trustee~~, the Depositor and the Certificate Registrar may for all purposes, including the making of payments due on the Book-Entry Certificates, deal with the Depository as the authorized representative of the Certificate Owners with respect to such Certificates for the purposes of exercising the rights of Certificateholders hereunder. ~~Except as expressly provided to the contrary herein, the~~ The rights of Certificate Owners with respect to the Book-Entry Certificates shall be limited to those established by law and agreements between such Certificate Owners and the Depository Participants and brokerage firms representing such Certificate Owners. Multiple requests and directions from, and votes of, the Depository as Holder of the Book-Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Certificate Owners. The ~~Certificate Administrator~~ Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and shall give notice to the Depository of such record date. (c) If (i)(A) the Depositor advises ~~the Certificate Administrator,~~ the Trustee and the Certificate Registrar in writing that the Depository is no longer willing or able to properly discharge its responsibilities with respect to a Class of the Book-Entry Certificates, and (B) the Depositor is unable to locate a qualified successor, or (ii) the Depositor at its option advises the ~~Trustee, the Certificate Administrator~~ Trustee and the Certificate Registrar in writing that it elects to terminate the book-entry system through the Depository with respect to a Class of Book-Entry Certificates, the Certificate Registrar shall notify all affected Certificate Owners, through the Depository, of the occurrence of any such event and of the availability of Definitive Certificates to such Certificate Owners requesting the same. Upon surrender to the Certificate Registrar of the Book-Entry Certificates of any Class thereof by the Depository, accompanied by registration instructions from the Depository for registration of transfer, the Certificate Registrar shall execute, and the Authenticating Agent shall authenticate and deliver, the Definitive Certificates in respect of such Class to the Certificate Owners identified in such instructions. None of the Depositor, the Master Servicer, the Special Servicer, the ~~Certificate Administrator, the~~ Trustee or the Certificate Registrar shall be liable for any delay in delivery of such instructions, and each of them may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates for purposes of evidencing ownership of any Class of Registered Certificates, the registered ~~holders~~ Holders of such Definitive Certificates shall be recognized as Certificateholders hereunder and, accordingly, shall be entitled directly to receive payments on, to exercise Voting Rights with respect to, and to transfer and exchange such Definitive Certificates. (d) Notwithstanding any other provisions contained herein, neither the ~~Certificate Administrator~~ Trustee nor the Certificate Registrar shall have any responsibility whatsoever to monitor or restrict the Transfer of ownership interests in any Certificate ~~(including but not limited to any Non-Registered Certificate)~~ which interests are transferable through the book-entry facilities of the Depository.

Appears in 8 contracts

Samples: Pooling and Servicing Agreement (COBALT CMBS Commercial Mortgage Trust 2007-C3), Pooling and Servicing Agreement (CWCapital Commercial Funding Corp.), Pooling and Servicing Agreement (Greenwich Capital Commercial Funding Corp. Commercial Mortgage Pass-Through Certificates Series 2004-Gg1)

Book-Entry Certificates. (a) The Book-Entry Certificates ~~(other than the Class R and Class V Certificates)~~ shall be represented initially ~~be issued as~~ by one or more certificates registered in the name designated by the Clearing Agency. Saxon, the Master Servicer the Certificate Registrar, the Paying Agent and the Trustee may for all intents and purposes (including the making of payments on the Book-Entry Certificates) deal with the Clearing Agency as the authorized representative of the Beneficial Owners of the Book-Entry Certificates for as long as such Certificates are registered in the name of the Depository or its nominee and, except as provided in Section 5.02(b) and Section 5.03(c), a Transfer of such Certificates may not be registered by the Certificate Registrar unless such Transfer is to a successor Depository that agrees to hold such Certificates for the respective Certificate Owners with Ownership Interests therein. Such Certificate Owners shall hold and Transfer their respective Ownership Interests in and to such Certificates through the book-entry facilities of the Depository and, except as provided in Section 5.03(c) below, shall not be entitled to definitive, fully registered Certificates (“Definitive Certificates”) in respect of such Ownership InterestsClearing Agency. The ~~Classes~~ rights of Non-Registered Certificates initially sold to Qualified Institutional Buyers in reliance on Rule 144A or in reliance on another exemption from the registration requirements of the Securities Act shall, in the case of each such Class, be represented by the Rule 144A Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. The Classes of Non-Registered Certificates initially sold to institutions that are non-United States Securities Persons in Offshore Transactions in reliance on Regulation S shall, in the case of each such Class, be represented by the Regulation S Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. All Transfers by Certificate Beneficial Owners of their respective Ownership Interests in the Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing each such Certificate Owner. Each Depository Participant shall only transfer the Ownership Interests in the Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository’s normal procedures. (b) The Certificate Administrator, the Master Servicer, the Special Servicer, the Trustee, the Depositor and the Certificate Registrar may for all purposes, including the making of payments due on the Book-Entry Certificates, deal with the Depository as the authorized representative of the Certificate Owners with respect to such Certificates for the purposes of exercising the rights of Certificateholders hereunder. Except as expressly provided to the contrary herein, the rights of Certificate Owners with respect to the Book-Entry Certificates shall be limited to those established by law and agreements between such ~~Certificate~~ Beneficial Owners and the ~~Depository Participants~~ Clearing Agency and ~~brokerage firms representing such Certificate~~ Clearing Agency Participants. The Beneficial Owners of the Book-Entry Certificates shall not be entitled to certificates for the Book-Entry Certificates as to which they are the Beneficial Owners, except as provided in subsection (c) below. ~~Multiple requests~~ Requests and directions from, and votes of, the ~~Depository~~ Clearing Agency, as ~~Holder of the Book-Entry Certificates with respect to any particular matter~~ Certificateholder, shall not be deemed to be inconsistent if they are made with respect to different ~~Certificate~~ Beneficial Owners. ~~The~~ A Book-Entry Certificate ~~Administrator~~ may ~~establish~~ not be transferred by the Clearing Agency without the consent of Saxon, the Master Servicer and the Trustee except to another Clearing Agency that agrees to hold such Book-Entry Certificate for the account of the respective Clearing Agency Participants and Beneficial Owners. (b) Neither Saxon, the Master Servicer, the Certificate Registrar, the Paying Agent nor the Trustee shall have any liability for any aspect of the records relating to or payment made on account of Beneficial Owners of the Book-Entry Certificates held by the Clearing Agency, for monitoring or restricting any transfer of beneficial ownership in a ~~reasonable record date in connection with solicitations of consents from~~ Book-Entry Certificate or ~~voting by Certificateholders and shall give notice~~ for maintaining, supervising or reviewing any records relating to ~~the Depository of~~ such ~~record date~~Beneficial Owners. (c) If The Book-Entry Certificates shall be issued in fully registered, certificated form to Beneficial Owners of Book-Entry Certificates or their nominees, rather than to the Clearing Agency or its nominee, only if (~~i)(A~~i) ~~the Depositor~~ Saxon advises the ~~Certificate Administrator, the~~ Trustee ~~and the Certificate Registrar~~ in writing that the ~~Depository~~ Clearing Agency is no longer willing or able to discharge properly ~~discharge~~ its responsibilities as depository with respect to ~~a Class of~~ the Book-Entry Certificates, and ~~(B) the Depositor~~ Saxon is unable to locate a qualified ~~successor~~successor within 30 days, or (ii) ~~the Depositor~~ Saxon, at its ~~option advises the Trustee~~option, ~~the Certificate Administrator and the Certificate Registrar in writing that it~~ elects to terminate the book-entry system operating through the ~~Depository with respect to a Class~~ Clearing Agency. Upon the occurrence of either such event, the Trustee shall notify the Clearing Agency and the Certificate Registrar, which in turn shall notify all Beneficial Owners of Book-Entry Certificates through Clearing Agency Participants, of the availability of certificated Certificates. Upon surrender by the Clearing Agency of the certificates representing the Book-Entry Certificates and receipt of instructions for re-registration, the Certificate Registrar shall notify all affected Certificate Owners, through the Depository, of the occurrence of any such event and of the availability of Definitive Certificates to such Certificate Owners requesting the same. Upon surrender to the Certificate Registrar of reissue the Book-Entry Certificates of any Class thereof by the Depository, accompanied by registration instructions from the Depository for registration of transfer, the Certificate Registrar shall execute, and the Authenticating Agent shall authenticate and deliver, the Definitive as certificated Certificates ~~in respect of such Class~~ to the ~~Certificate~~ Beneficial Owners identified in ~~such instructions~~writing by the Clearing Agency. ~~None of~~ Such certificated Certificates shall not constitute Book-Entry Certificates. All reasonable costs associated with the ~~Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee or the Certificate Registrar shall be liable for any delay in~~ preparation and delivery of such instructions, and each of them may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates for purposes of evidencing ownership of any Class of Registered Certificates, the registered holders of such Definitive certificated Certificates shall be recognized as Certificateholders hereunder and, accordingly, shall be entitled directly to receive payments on, to exercise Voting Rights with respect to, and to transfer and exchange such Definitive Certificatesborne by Saxon. (d) Notwithstanding any other provisions contained herein, neither the Certificate Administrator nor the Certificate Registrar shall have any responsibility whatsoever to monitor or restrict the Transfer of ownership interests in any Certificate (including but not limited to any Non-Registered Certificate) which interests are transferable through the book-entry facilities of the Depository.

Appears in 8 contracts

Samples: Underwriting Agreement (Saxon Asset Securities Co), Trust Agreement (Saxon Asset Securities Co), Trust Agreement (Saxon Asset Securities Co)

Book-Entry Certificates. (a) ~~The~~ Each Class of Registered Certificates ~~(other than the Class R and Class V Certificates)~~ shall initially be issued as one or more Certificates registered in the name of the Depository or its nominee and, except as provided in Section ~~5.02(b~~5.03(c) ~~and Section 5.03(c)~~below, ~~a Transfer~~ transfer of such Certificates may not be registered by the Certificate Registrar unless such ~~Transfer~~ transfer is to a successor Depository that agrees to hold such Certificates for the respective Certificate Owners with Ownership Interests therein. Such Certificate Owners shall hold and ~~Transfer~~ transfer their respective Ownership Interests in and to such Certificates through the book-entry facilities of the Depository and, except as provided in Section 5.03(c) below, shall not be entitled to definitive, fully registered Certificates (“"Definitive Certificates”") in respect of such Ownership Interests. The Classes of Non-Registered Certificates initially sold to Qualified Institutional Buyers in reliance on Rule 144A or in reliance on another exemption from the registration requirements of the Securities Act shall, in the case of each such Class, be represented by the Rule 144A Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. The Classes of Non-Registered Certificates initially sold to institutions that are non-United States Securities Persons in Offshore Transactions in reliance on Regulation S shall, in the case of each such Class, be represented by the Regulation S Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. All ~~Transfers~~ transfers by Certificate Owners of their respective Ownership Interests in the Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing each such Certificate Owner. Each Depository Participant shall only transfer the Ownership Interests in the Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository’s 's normal procedures. (b) The ~~Certificate Administrator~~Trustee, the Master Servicer, the Special Servicer~~, the Trustee~~, the Depositor and the Certificate Registrar may for all purposes, including the making of payments due on the Book-Entry Certificates, deal with the Depository as the authorized representative of the Certificate Owners with respect to such Certificates for the purposes of exercising the rights of Certificateholders hereunder. ~~Except as expressly provided to the contrary herein, the~~ The rights of Certificate Owners with respect to the Book-Entry Certificates shall be limited to those established by law and agreements between such Certificate Owners and the Depository Participants and brokerage firms representing such Certificate Owners. Multiple requests and directions from, and votes of, the Depository as Holder of the Book-Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Certificate Owners. The ~~Certificate Administrator~~ Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and shall give notice to the Depository of such record date. (c) If (i)(A) the Depositor advises ~~the Certificate Administrator,~~ the Trustee and the Certificate Registrar in writing that the Depository is no longer willing or able to properly discharge its responsibilities with respect to a Class of the Book-Entry Certificates, and (B) the Depositor is unable to locate a qualified successor, or (ii) the Depositor at its option advises the ~~Trustee, the Certificate Administrator~~ Trustee and the Certificate Registrar in writing that it elects to terminate the book-entry system through the Depository with respect to a Class of Book-Entry Certificates, the Certificate Registrar shall notify all affected Certificate Owners, through the Depository, of the occurrence of any such event and of the availability of Definitive Certificates to such Certificate Owners requesting the same. Upon surrender to the Certificate Registrar of the Book-Entry Certificates of any Class thereof by the Depository, accompanied by registration instructions from the Depository for registration of transfer, the Certificate Registrar shall execute, at the Depositor's expense, and the Authenticating Agent shall authenticate and deliver, the Definitive Certificates in respect of such Class to the Certificate Owners identified in such instructions. The Depositor shall provide the Certificate Registrar with an adequate inventory of Definitive Certificates. None of the Depositor, the Master Servicer, the Special Servicer~~, the Certificate Administrator~~, the Trustee or the Certificate Registrar shall be liable for any delay in delivery of such ~~instructions,~~ instructions and ~~each of them~~ may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates for purposes of evidencing ownership of any Class of Registered Certificates, the registered holders of such Definitive Certificates shall be recognized as Certificateholders hereunder and, accordingly, shall be entitled directly to receive payments on, to exercise Voting Rights with respect to, and to transfer and exchange such Definitive Certificates. (d) Notwithstanding any other provisions contained herein, neither the Certificate Administrator nor the Certificate Registrar shall have any responsibility whatsoever to monitor or restrict the Transfer of ownership interests in any Certificate (including but not limited to any Non-Registered Certificate) which interests are transferable through the book-entry facilities of the Depository.

Appears in 7 contracts

Samples: Pooling and Servicing Agreement (Merrill Lynch Mortgage Investors Inc), Pooling and Servicing Agreement (Merrill Lynch Mortgage Investors Inc), Pooling and Servicing Agreement (Merrill Lynch Mortgage Investors Inc)

Book-Entry Certificates. (a) ~~The~~ Other than in connection with the initial issuance in definitive form of the Class X-Y Certificates, the Certificates (other than the Class R and Class V Certificates) shall initially be issued as one or more Certificates registered in the name of the Depository or its nominee and, except as provided in Section 5.02(b) and Section 5.03(c), a Transfer of such Certificates may not be registered by the Certificate Registrar unless such Transfer is to a successor Depository that agrees to hold such Certificates for the respective Certificate Owners with Ownership Interests therein. Such Certificate Owners shall hold and Transfer their respective Ownership Interests in and to such Certificates through the book-entry facilities of the Depository and, except as provided in Section 5.03(c) below, shall not be entitled to definitive, fully registered Certificates (“Definitive Certificates”) in respect of such Ownership Interests. The Classes of Non-Registered Certificates initially sold to Qualified Institutional Buyers in reliance on Rule 144A or in reliance on another exemption from the registration requirements of the Securities Act shall, in the case of each such Class, be represented by the Rule 144A Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. The Classes of Non-Registered Certificates initially sold to institutions that are non-United States Securities Persons in Offshore Transactions in reliance on Regulation S shall, in the case of each such Class, be represented by the Regulation S Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. All Transfers by Certificate Owners of their respective Ownership Interests in the Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing each such Certificate Owner. Each Depository Participant shall only transfer the Ownership Interests in the Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository’s normal procedures. (b) The Certificate Administrator, the Master ~~Servicer~~Servicers, the Special ~~Servicer~~Servicers, the Trustee, the Depositor and the Certificate Registrar may for all purposes, including the making of payments due on the Book-Entry Certificates, deal with the Depository as the authorized representative of the Certificate Owners with respect to such Certificates for the purposes of exercising the rights of Certificateholders hereunder. Except as expressly provided to the contrary herein, the rights of Certificate Owners with respect to the Book-Entry Certificates shall be limited to those established by law and agreements between such Certificate Owners and the Depository Participants and brokerage firms representing such Certificate Owners. Multiple requests and directions from, and votes of, the Depository as Holder of the Book-Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Certificate Owners. The Certificate Administrator may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and shall give notice to the Depository of such record date. (c) If (i)(A) the Depositor advises the Certificate Administrator, the Trustee and the Certificate Registrar in writing that the Depository is no longer willing or able to properly discharge its responsibilities with respect to a Class of the Book-Entry Certificates, and (B) the Depositor is unable to locate a qualified successor, or (ii) the Depositor at its option advises the Trustee, the Certificate Administrator and the Certificate Registrar in writing that it elects to terminate the book-entry system through the Depository with respect to a Class of Book-Entry Certificates, the Certificate Registrar shall notify all affected Certificate Owners, through the Depository, of the occurrence of any such event and of the availability of Definitive Certificates to such Certificate Owners requesting the same. Upon surrender to the Certificate Registrar of the Book-Entry Certificates of any Class thereof by the Depository, accompanied by registration instructions from the Depository for registration of transfer, the Certificate Registrar shall execute, and the Authenticating Agent shall authenticate and deliver, the Definitive Certificates in respect of such Class to the Certificate Owners identified in such instructions. None of the Depositor, the Master ~~Servicer~~Servicers, the Special ~~Servicer~~Servicers, the Certificate Administrator, the Trustee or the Certificate Registrar shall be liable for any delay in delivery of such instructions, and each of them may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates for purposes of evidencing ownership of any Class of Registered Certificates, the registered holders of such Definitive Certificates shall be recognized as Certificateholders hereunder and, accordingly, shall be entitled directly to receive payments on, to exercise Voting Rights with respect to, and to transfer and exchange such Definitive Certificates. (d) Notwithstanding any other provisions contained herein, neither the Certificate Administrator nor the Certificate Registrar shall have any responsibility whatsoever to monitor or restrict the Transfer of ownership interests in any Certificate (including but not limited to any Non-Registered Certificate) which interests are transferable through the book-entry facilities of the Depository.

Appears in 7 contracts

Samples: Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2014-C23), Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2014-C22), Pooling and Servicing Agreement (GS Mortgage Securities Trust 2014-Gc26)

Book-Entry Certificates. (a) The Registered Certificates ~~(other than~~ and the Class ~~R and~~ F Certificates shall, in the case of each Class ~~V Certificates) shall~~ thereof, initially be issued as one or more Certificates registered in the name of the Depository or its nominee and, except as provided in ~~Section 5.02(b~~subsection (c) ~~and Section 5.03(c)~~below, ~~a Transfer~~ transfer of such Certificates may not be registered by the Certificate Registrar unless such ~~Transfer~~ transfer is to a successor Depository that agrees to hold such Certificates for the respective Certificate Owners with Ownership Interests therein. Such Certificate Owners shall hold and ~~Transfer~~ transfer their respective Ownership Interests in and to such Certificates through the book-entry facilities of the Depository and, except as provided in ~~Section 5.03(c~~subsection (c) below, shall not be entitled to ~~definitive~~fully registered, ~~fully registered~~ physical Certificates (“"Definitive Certificates”") in respect of such Ownership Interests. The Classes of Non-Registered Certificates initially sold to Qualified Institutional Buyers in reliance on Rule 144A or in reliance on another exemption from the registration requirements of the Securities Act shall, in the case of each such Class, be represented by the Rule 144A Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. The Classes of Non-Registered Certificates initially sold to institutions that are non-United States Securities Persons in Offshore Transactions in reliance on Regulation S shall, in the case of each such Class, be represented by the Regulation S Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. All ~~Transfers~~ transfers by Certificate Owners of their respective Ownership Interests in the Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing each such Certificate Owner. Each Depository Participant shall only transfer the Ownership Interests in the Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository’s 's normal procedures. Neither the Certificate Registrar nor the Trustee shall have any responsibility to monitor or restrict the transfer of Ownership Interests in Certificates through the book-entry facilities of the Depository. (b) The ~~Certificate Administrator~~Depositor, the Mortgage Loan Seller, the Trustee, the Master Servicer, the Special Servicer, the ~~Trustee, the Depositor~~ REMIC Administrator and the Certificate Registrar may for all purposes, including the making of payments due on the Book-Entry Certificates, deal with the Depository as the authorized representative of the Certificate Owners with respect to such Certificates for the purposes of exercising the rights of Certificateholders hereunder. ~~Except as expressly provided to the contrary herein, the~~ The rights of Certificate Owners with respect to the Book-Entry Certificates shall be limited to those established by law and agreements between such Certificate Owners and the Depository Participants and brokerage firms representing such Certificate Owners. Multiple requests and directions from, and votes of, the Depository as Holder of the Book-Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Certificate Owners. The ~~Certificate Administrator~~ Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and shall give notice to the Depository of such record date. If any party hereto requests from the Depository a list of the Depository Participants in respect of any Class or Classes of the Book-Entry Certificates, the cost thereof shall be borne by the party on whose behalf such request is made (but in no event shall any such cost be borne by the Trustee). (c) If (i)(A) the Depositor advises ~~the Certificate Administrator,~~ the Trustee and the Certificate Registrar in writing that the Depository is no longer willing or able to properly discharge its responsibilities with respect to a any Class of the Book-Entry Certificates, and (B) the Depositor is unable to locate a qualified successor, or (ii) the Depositor at its option advises the ~~Trustee, the Certificate Administrator~~ Trustee and the Certificate Registrar in writing that it elects to terminate the book-entry system through the Depository with respect to a any Class of the Book-Entry Certificates, the Certificate Registrar shall notify all affected Certificate Owners, through the Depository, of the occurrence of any such event and of the availability of Definitive Certificates to such Certificate Owners requesting the same. Upon surrender to the Certificate Registrar of any Class of the Book-Entry Certificates ~~of any Class thereof~~ by the Depository, accompanied by registration instructions ~~from the Depository~~ for registration of transfer, the ~~Certificate Registrar~~ Trustee shall execute, and the ~~Authenticating Agent~~ Certificate Registrar shall authenticate and deliver, the appropriate Definitive Certificates ~~in respect of such Class~~ to the Certificate Owners identified in such instructions. None of the Depositor, the Mortgage Loan Seller, the Master Servicer, the Special Servicer, the ~~Certificate Administrator~~Trustee, the ~~Trustee~~ REMIC Administrator or the Certificate Registrar shall be liable for any delay in delivery of such ~~instructions,~~ instructions and ~~each of them~~ may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates for purposes of evidencing ownership of any Class of Registered Certificates, the registered holders of such Definitive Certificates shall be recognized as Certificateholders hereunder and, accordingly, shall be entitled directly to receive payments on, to exercise Voting Rights with respect to, and to transfer and exchange such Definitive Certificates. (d) Notwithstanding any other provisions contained herein, neither the Certificate Administrator nor the Certificate Registrar shall have any responsibility whatsoever to monitor or restrict the Transfer of ownership interests in any Certificate (including but not limited to any Non-Registered Certificate) which interests are transferable through the book-entry facilities of the Depository.

Appears in 7 contracts

Samples: Pooling and Servicing Agreement (Nationslink Funding Corp), Pooling and Servicing Agreement (Nationslink Funding Corp), Pooling and Servicing Agreement (Banc of America Commercial Mortgage Inc)

Book-Entry Certificates. (a) The Certificates (other than the Class R ~~and Class V~~ Certificates) ~~shall~~ shall, in the case of each Class of Certificates, initially be issued as one or more Certificates registered in the name of the Depository or its nominee and, except as provided in Section 5.02(b) and Section 5.03(c), a Transfer of such Certificates may not be registered by the Certificate Registrar unless such Transfer is to a successor Depository that agrees to hold such Certificates for the respective Certificate Owners with Ownership Interests therein. Such Certificate Owners shall hold and Transfer their respective Ownership Interests in and to such Certificates through the book-entry facilities of the Depository and, except as provided in Section 5.03(c) below, shall not be entitled to definitive, fully registered Certificates (“Definitive Certificates”) in respect of such Ownership Interests. The Classes of Non-Registered Certificates initially sold to Qualified Institutional Buyers in reliance on Rule 144A or in reliance on another exemption from the registration requirements of the Securities Act shall, in the case of each such Class, be represented by the Rule 144A Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. The Classes of Non-Registered Certificates initially sold to ~~institutions that are~~ non-United States Securities Persons in Offshore Transactions in reliance on Regulation S shall, in the case of each such Class, be represented by the Regulation S Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. All Transfers by Certificate Owners of their respective Ownership Interests in the Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing each such Certificate Owner. Each Depository Participant shall only transfer the Ownership Interests in the Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository’s normal procedures. (b) The Certificate Administrator, the Master ~~Servicer~~Servicers, the Special ~~Servicer~~Servicers, the Trustee, the Depositor and the Certificate Registrar may for all purposes, including the making of payments due on the Book-Entry Certificates, deal with the Depository as the authorized representative of the Certificate Owners with respect to such Certificates for the purposes of exercising the rights of Certificateholders hereunder. Except as expressly provided to the contrary herein, the rights of Certificate Owners with respect to the Book-Entry Certificates shall be limited to those established by law and agreements between such Certificate Owners and the Depository Participants and brokerage firms representing such Certificate Owners. Multiple requests and directions from, and votes of, the Depository as Holder of the Book-Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Certificate Owners. The Certificate Administrator may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and shall give notice to the Depository of such record date. (c) If (i)(A) the Depositor advises the Certificate Administrator, the Trustee and the Certificate Registrar in writing that the Depository is no longer willing or able to properly discharge its responsibilities with respect to a Class of the Book-Entry Certificates, and (B) the Depositor is unable to locate a qualified successor, or (ii) the Depositor at its option advises the Trustee, the Certificate Administrator and the Certificate Registrar in writing that it elects to terminate the book-entry system through the Depository with respect to a Class of Book-Entry Certificates, the Certificate Registrar shall notify all affected Certificate Owners, through the Depository, of the occurrence of any such event and of the availability of Definitive Certificates to such Certificate Owners requesting the same. Upon surrender to the Certificate Registrar of the Book-Entry Certificates of any Class thereof by the Depository, accompanied by registration instructions from the Depository for registration of transfer, the Certificate Registrar shall execute, and the Authenticating Agent shall authenticate and deliver, the Definitive Certificates in respect of such Class to the Certificate Owners identified in such instructions. None of the Depositor, the Master ~~Servicer~~Servicers, the Special ~~Servicer~~Servicers, the Certificate Administrator, the Trustee or the Certificate Registrar shall be liable for any delay in delivery of such instructions, and each of them may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates for purposes of evidencing ownership of any Class of Registered Certificates, the registered holders of such Definitive Certificates shall be recognized as Certificateholders hereunder and, accordingly, shall be entitled directly to receive payments on, to exercise Voting Rights with respect to, and to transfer and exchange such Definitive Certificates. (d) Notwithstanding any other provisions contained herein, neither the Certificate Administrator nor the Certificate Registrar shall have any responsibility whatsoever to monitor or restrict the Transfer of ownership interests in any Certificate (including but not limited to any Non-Registered Certificate) which interests are transferable through the book-entry facilities of the Depository.

Appears in 6 contracts

Samples: Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2014-C14), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2014-C15), Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2014-Lc14)

Book-Entry Certificates. (a) ~~The~~ Each Class of Regular Certificates ~~(other than the Class R and Class V Certificates)~~ shall initially be issued as one or more Certificates registered in the name of the Depository or its nominee and, except as provided in Section ~~5.02(b~~5.03(c) ~~and Section 5.03(c)~~below, ~~a Transfer~~ transfer of such Certificates may not be registered by the Certificate Registrar unless such ~~Transfer~~ transfer is to a successor Depository that agrees to hold such Certificates for the respective Certificate Owners with Ownership Interests therein. Such Certificate Owners shall hold and ~~Transfer~~ transfer their respective Ownership Interests in and to such Certificates through the book-entry facilities of the Depository and, except as provided in Section 5.03(c) below, shall not be entitled to definitive, fully registered Certificates (“"Definitive Certificates”") in respect of such Ownership Interests. The Classes of Non-Registered Certificates initially sold to Qualified Institutional Buyers in reliance on Rule 144A or in reliance on another exemption from the registration requirements of the Securities Act shall, in the case of each such Class, be represented by the Rule 144A Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. The Classes of Non-Registered Certificates initially sold to institutions that are non-United States Securities Persons in Offshore Transactions in reliance on Regulation S shall, in the case of each such Class, be represented by the Regulation S Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. All ~~Transfers~~ transfers by Certificate Owners of their respective Ownership Interests in the Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing each such Certificate Owner. Each Depository Participant shall only transfer the Ownership Interests in the Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository’s 's normal procedures. (b) The ~~Certificate Administrator~~Trustee, the Master Servicer, the Special Servicer~~, the Trustee~~, the Depositor and the Certificate Registrar may for all purposes, including the making of payments due on the Book-Entry Certificates, deal with the Depository as the authorized representative of the Certificate Owners with respect to such Certificates for the purposes of exercising the rights of Certificateholders hereunder. ~~Except as expressly provided to the contrary herein, the~~ The rights of Certificate Owners with respect to the Book-Entry Certificates shall be limited to those established by law and agreements between such Certificate Owners and the Depository Participants and brokerage firms representing such Certificate Owners. Multiple requests and directions from, and votes of, the Depository as Holder of the Book-Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Certificate Owners. The ~~Certificate Administrator~~ Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and shall give notice to the Depository of such record date. (c) If (i)(A) the Depositor advises ~~the Certificate Administrator,~~ the Trustee and the Certificate Registrar in writing that the Depository is no longer willing or able to properly discharge its responsibilities with respect to a Class of the Book-Entry Certificates, and (B) the Depositor is unable to locate a qualified successor, or (ii) the Depositor at its option advises the ~~Trustee, the Certificate Administrator~~ Trustee and the Certificate Registrar in writing that it elects to terminate the book-entry system through the Depository with respect to a Class of Book-Entry Certificates, the Certificate Registrar shall notify all affected Certificate Owners, through the Depository, of the occurrence of any such event and of the availability of Definitive Certificates to such Certificate Owners requesting the same. Upon surrender to the Certificate Registrar of the Book-Entry Certificates of any Class thereof by the Depository, accompanied by registration instructions from the Depository for registration of transfer, the Certificate Registrar shall execute, at the Depositor's expense, and the Authenticating Agent shall authenticate and deliver, the Definitive Certificates in respect of such Class to the Certificate Owners identified in such instructions. The Depositor shall provide the Certificate Registrar with an adequate inventory of Definitive Certificates. None of the Depositor, the Master Servicer, the Special Servicer~~, the Certificate Administrator~~, the Trustee or the Certificate Registrar shall be liable for any delay in delivery of such ~~instructions,~~ instructions and ~~each of them~~ may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates for purposes of evidencing ownership of any Class of Registered Certificates, the registered holders of such Definitive Certificates shall be recognized as Certificateholders hereunder and, accordingly, shall be entitled directly to receive payments on, to exercise Voting Rights with respect to, and to transfer and exchange such Definitive Certificates. (d) Notwithstanding any other provisions contained herein, neither the ~~Certificate Administrator~~ Trustee nor the Certificate Registrar shall have any responsibility whatsoever to monitor or restrict the ~~Transfer~~ transfer of ownership interests in any Certificate (~~including~~ including, but not limited to to, any Non-Registered Certificate, any Subordinated Certificate and any Class Z Certificate) which interests are transferable through the book-entry facilities of the Depository.

Appears in 4 contracts

Samples: Pooling and Servicing Agreement (Wachovia Bank Commercial Mortgage Trust Series 2006-C25), Pooling and Servicing Agreement (Wachovia Commercial Mortgage Securities Inc), Pooling and Servicing Agreement (Wachovia Bank Commercial Mortgage Trust Series 2005-C18)

Book-Entry Certificates. (a) The Certificates (other than the Class R and Class V Certificates) ~~shall~~ shall, in the case of each Class of Certificates, initially be issued as one or more Certificates registered in the name of the Depository or its nominee and, except as provided in Section 5.02(b) and Section 5.03(c), a Transfer of such Certificates may not be registered by the Certificate Registrar unless such Transfer is to a successor Depository that agrees to hold such Certificates for the respective Certificate Owners with Ownership Interests therein. Such Certificate Owners shall hold and Transfer their respective Ownership Interests in and to such Certificates through the book-entry facilities of the Depository and, except as provided in Section 5.03(c) below, shall not be entitled to definitive, fully registered Certificates (“Definitive Certificates”) in respect of such Ownership Interests. The Classes of Non-Registered Certificates initially sold to Qualified Institutional Buyers in reliance on Rule 144A or in reliance on another exemption from the registration requirements of the Securities Act shall, in the case of each such Class, be represented by the Rule 144A Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. The Classes of Non-Registered Certificates initially sold to ~~institutions that are~~ non-United States Securities Persons in Offshore Transactions in reliance on Regulation S shall, in the case of each such Class, be represented by the Regulation S Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. All Transfers by Certificate Owners of their respective Ownership Interests in the Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing each such Certificate Owner. Each Depository Participant shall only transfer the Ownership Interests in the Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository’s normal procedures. (b) The Certificate Administrator, the Master Servicer, the Special Servicer, the Trustee, the Depositor and the Certificate Registrar may for all purposes, including the making of payments due on the Book-Entry Certificates, deal with the Depository as the authorized representative of the Certificate Owners with respect to such Certificates for the purposes of exercising the rights of Certificateholders hereunder. Except as expressly provided to the contrary herein, the rights of Certificate Owners with respect to the Book-Entry Certificates shall be limited to those established by law and agreements between such Certificate Owners and the Depository Participants and brokerage firms representing such Certificate Owners. Multiple requests and directions from, and votes of, the Depository as Holder of the Book-Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Certificate Owners. The Certificate Administrator may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and shall give notice to the Depository of such record date. (c) If (i)(A) the Depositor advises the Certificate Administrator, the Trustee and the Certificate Registrar in writing that the Depository is no longer willing or able to properly discharge its responsibilities with respect to a Class of the Book-Entry Certificates, and (B) the Depositor is unable to locate a qualified successor, or (ii) the Depositor at its option advises the Trustee, the Certificate Administrator and the Certificate Registrar in writing that it elects to terminate the book-entry system through the Depository with respect to a Class of Book-Entry Certificates, the Certificate Registrar shall notify all affected Certificate Owners, through the Depository, of the occurrence of any such event and of the availability of Definitive Certificates to such Certificate Owners requesting the same. Upon surrender to the Certificate Registrar of the Book-Entry Certificates of any Class thereof by the Depository, accompanied by registration instructions from the Depository for registration of transfer, the Certificate Registrar shall execute, and the Authenticating Agent shall authenticate and deliver, the Definitive Certificates in respect of such Class to the Certificate Owners identified in such instructions. None of the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee or the Certificate Registrar shall be liable for any delay in delivery of such instructions, and each of them may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates for purposes of evidencing ownership of any Class of Registered Certificates, the registered holders of such Definitive Certificates shall be recognized as Certificateholders hereunder and, accordingly, shall be entitled directly to receive payments on, to exercise Voting Rights with respect to, and to transfer and exchange such Definitive Certificates. (d) Notwithstanding any other provisions contained herein, neither the Certificate Administrator nor the Certificate Registrar shall have any responsibility whatsoever to monitor or restrict the Transfer of ownership interests in any Certificate (including but not limited to any Non-Registered Certificate) which interests are transferable through the book-entry facilities of the Depository.

Appears in 4 contracts

Samples: Pooling and Servicing Agreement (SG Commercial Mortgage Securities, LLC), Pooling and Servicing Agreement (SG Commercial Mortgage Securities, LLC), Pooling and Servicing Agreement (RBS Commercial Funding Inc.)

Book-Entry Certificates. (a) The Regular Certificates ~~(other than the Class R and Class V Certificates)~~ shall initially be issued as one or more Certificates registered in the name of the ~~Depository~~ depository or its nominee and, except as provided in ~~Section 5.02(b~~subsection (c) ~~and Section 5.03(c)~~below, ~~a Transfer~~ transfer of such Certificates may not be registered by the Certificate Registrar unless such ~~Transfer~~ transfer is to a successor Depository that agrees to hold such Certificates for the respective Certificate Owners with Ownership Interests therein. Such Certificate Owners shall hold and ~~Transfer~~ transfer their respective Ownership Interests in and to such Certificates through the book-entry facilities of the Depository and, except as provided in Section ~~5.03(c~~5.02(d) above or subsection (c) below, shall not be entitled to ~~definitive, fully registered~~ Definitive Certificates ~~(“Definitive Certificates”)~~ in respect of such Ownership Interests. The Classes of Non-Registered Certificates initially sold to Qualified Institutional Buyers in reliance on Rule 144A or in reliance on another exemption from the registration requirements of the Securities Act shall, in the case of each such Class, be represented by the Rule 144A Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. The Classes of Non-Registered Certificates initially sold to institutions that are non-United States Securities Persons in Offshore Transactions in reliance on Regulation S shall, in the case of each such Class, be represented by the Regulation S Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. All ~~Transfers~~ transfers by Certificate Owners of their respective Ownership Interests in the Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing ~~each~~ such Certificate Owner. Each Depository Participant shall only transfer the Ownership Interests in the Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository’s 's normal procedures. (b) The ~~Certificate Administrator~~Trustee, the Paying Agent, the Master Servicer, the Special Servicer~~, the Trustee~~, the Depositor and the Certificate Registrar may for all purposes, including the making of payments due on the Book-Entry Certificates, deal with the Depository as the authorized representative of the Certificate Owners with respect to such Certificates for the purposes of exercising the rights of Certificateholders hereunder. ~~Except as expressly provided to the contrary herein, the~~ The rights of Certificate Owners with respect to the Book-Entry Certificates shall be limited to those established by law and agreements between such Certificate Owners and the Depository Participants and brokerage firms representing such Certificate Owners. Multiple requests and directions from, and votes of, the Depository as Holder of the Book-Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Certificate Owners. The ~~Certificate Administrator~~ Paying Agent may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and shall give notice to the Depository of such record date. (c) If (i)(A) the Depositor advises the ~~Certificate Administrator~~Trustee, the ~~Trustee~~ Paying Agent and the Certificate Registrar in writing that the Depository is no longer willing or able to properly discharge its responsibilities with respect to ~~a Class of~~ the Book-Entry ~~Certificates,~~ Certificates and (B) the Depositor is unable to locate a qualified successor, or (ii) the Depositor at its option advises the Trustee, the ~~Certificate Administrator~~ Paying Agent and the Certificate Registrar in writing that it elects to terminate the book-entry system through the ~~Depository with respect to a Class of Book-Entry Certificates~~Depository, the ~~Certificate Registrar~~ Paying Agent shall notify ~~all~~ the affected Certificate Owners, through the ~~Depository~~Depository with respect to all, any Class or any portion of any Class of the Certificates or (iii) the Certificate Registrar determines that Definitive Certificates are required in accordance with the provisions of Section 5.03(e), of the occurrence of any such event and of the availability of Definitive Certificates to ~~such~~ Certificate Owners requesting the same. Upon surrender to the Certificate Registrar of the Book-Entry Certificates by the Depository or any custodian acting on behalf of ~~any Class thereof by~~ the Depository, accompanied by registration instructions from the Depository for registration of transfer, the Certificate Registrar shall execute, and the Authenticating Agent shall authenticate and deliver, within 5 Business Days of such request if made at the Registrar Office, or within 10 Business Days if made at the office of a transfer agent (other than the Certificate Registrar), the Definitive Certificates ~~in respect of such Class~~ to the Certificate Owners identified in such instructions. None of the Depositor, the Master Servicer, the Trustee, the Paying Agent, the Special Servicer, the ~~Certificate Administrator, the Trustee or~~ Authenticating Agent and the Certificate Registrar shall be liable for any delay in delivery of such ~~instructions,~~ instructions and ~~each of them~~ may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates for purposes of evidencing ownership of any Class of ~~Registered~~ Certificates, the registered ~~holders~~ Holders of such Definitive Certificates shall be recognized as Certificateholders hereunder and, accordingly, shall be entitled directly to receive payments on, to exercise Voting Rights with respect to, and to transfer and exchange such Definitive Certificates. (d) ~~Notwithstanding any other provisions contained herein, neither~~ The Book-Entry Certificates (i) shall be delivered by the Certificate ~~Administrator nor~~ Registrar to the Depository, or pursuant to the Depository's instructions, and shall be registered in the name of Cede & Co. 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 Certificate Registrar for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other 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), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. The Book-Entry Certificates may be deposited with such other Depository as the Certificate Registrar may from time to time designate, and shall bear such legend as may be appropriate. (e) If the Trustee has instituted or if the Special Servicer or the Master Servicer, on the Trustee's behalf, 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 all or any portion of the Certificates evidenced by Book-Entry Certificates, the Trustee may in its sole discretion determine that such Certificates shall no longer be represented by such Book-Entry Certificates. In such event, the Certificate Registrar will execute, the Authenticating Agent will authenticate and the Certificate Registrar will deliver, in exchange for such Book-Entry Certificates, Definitive Certificates in a Denomination equal to the aggregate Denomination of such Book-Entry Certificates to the party so requesting such Definitive Certificates. In such event, the Certificate Registrar shall ~~have any responsibility whatsoever~~ notify the affected Certificate Owners and make appropriate arrangements for the effectuation of the purpose of this clause. (f) Upon acceptance for exchange or transfer of a beneficial interest in a Book-Entry Certificate for a Definitive Certificate, as provided herein, the Certificate Registrar shall endorse on a schedule affixed to ~~monitor or restrict~~ the ~~Transfer of ownership interests in any~~ related Book-Entry Certificate (~~including but not limited~~ or on a continuation of such schedule affixed to ~~any Non~~such Book-~~Registered~~ Entry Certificate and made a part thereof) an appropriate notation evidencing the date of such exchange or transfer and a decrease in the Denomination of such Book-Entry Certificate equal to the Denomination of such Definitive Certificate issued in exchange therefor or upon transfer thereof. (g) If a Holder of a Definitive Certificate (other than a Definitive Certificate that is a Class S Certificate) ~~which interests are transferable through~~ wishes at any time to transfer such Certificate to a Person who wishes to take delivery thereof in the ~~book~~form of a beneficial interest in the Book-~~entry facilities~~ Entry Certificate, such transfer may be effected only in accordance with Applicable Procedures, Section 5.02(b) and this Section 5.03(g). Upon receipt by the Certificate Registrar at the Registrar Office of (i) the Definitive Certificate to be transferred with an assignment and transfer pursuant to Section 5.02(a), and all required items pursuant to Section 5.02(b)(v), the Certificate Registrar shall cancel such Definitive Certificate, execute and deliver a new Definitive Certificate for the Denomination of the ~~Depository~~Definitive Certificate not so transferred, registered in the name of the Holder or the Holder's transferee (as instructed by the Holder), and the Certificate Registrar as custodian of the Book-Entry Certificates shall increase the Denomination of the related Book-Entry Certificate by the Denomination of the Definitive Certificate to be so transferred, and credit or cause to be credited to the account of the Person specified in such instructions a corresponding Denomination of such Book-Entry Certificate.

Appears in 4 contracts

Samples: Pooling and Servicing Agreement (Jp Morgan Chase Commercial Mortgage Securities Corp), Pooling and Servicing Agreement (JP Morgan Chase Commercial Mortgage Securities Trust 2006-Cibc14), Pooling and Servicing Agreement (Jp Morgan Chase Commercial Mortgage Securities Corp)

Book-Entry Certificates. (a) The ~~Certificates (other than~~ Class ________ Certificates, the Class R _______ Certificates, the Class ________ Certificates, the Class B Certificates, the Class _________ Certificates, the Class ________ Certificates, the Class _________ Certificates and the Class ~~V Certificates) shall~~ _______ Certificates shall, in the case of each such Class, initially be issued as one or more Book-Entry Certificates registered in the name of the Securities Depository or its ~~nominee~~ nominees and, except as provided in ~~Section 5.02(b~~subsection (c) ~~and Section 5.03(c)~~below, ~~a Transfer~~ transfer of such Certificates may not be registered by the Certificate Registrar unless such ~~Transfer~~ transfer is to a successor Securities Depository that agrees to hold such Certificates for the respective Certificate Owners with Ownership Interests therein. Such Certificate Owners shall hold and ~~Transfer~~ transfer their respective Ownership ~~Interests~~ Interest in and to such Certificates through the book-entry facilities of the Securities Depository and, except as provided in ~~Section 5.03(c~~subsection (c) below, shall not be entitled to definitive, fully registered Certificates (“"Definitive Certificates”") in respect of such Ownership Interests. The Classes of Non-Registered Certificates initially sold to Qualified Institutional Buyers in reliance on Rule 144A or in reliance on another exemption from the registration requirements of the Securities Act shall, in the case of each such Class, be represented by the Rule 144A Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. The Classes of Non-Registered Certificates initially sold to institutions that are non-United States Securities Persons in Offshore Transactions in reliance on Regulation S shall, in the case of each such Class, be represented by the Regulation S Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. All ~~Transfers~~ transfers by Certificate Owners of their respective Ownership Interests in the Book-Entry Certificates shall be made in accordance with the procedures established by the Securities Depository Participant or brokerage firm representing each such Certificate Owner. Each Securities Depository Participant shall only transfer the Ownership Interests in the Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Securities Depository’s 's normal procedures. Neither the Certificate Registrar nor the Trustee shall have any responsibility to monitor or restrict the transfer of Ownership Interests in Book-Entry Certificates through the book-entry facilities of the Securities Depository. (b) The ~~Certificate Administrator~~Trustee, the ~~Master~~ Servicer, the Special Servicer, the ~~Trustee, the Depositor~~ Fiscal Agent and the Certificate Registrar may for all purposes, including the making of payments due on the Book-Entry Certificates, deal with the Securities Depository as the authorized representative of the Certificate Owners with respect to such Certificates for the purposes of exercising the rights of Certificateholders hereunder. ~~Except as expressly provided to the contrary herein, the~~ The rights of Certificate Owners with respect to the Book-Entry Certificates shall be limited to those established by law and agreements between such Certificate Owners and the Securities Depository Participants and brokerage firms representing such Certificate Owners. Multiple requests and directions from, and votes of, the Securities Depository as Holder of the Book-Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Certificate Owners. The ~~Certificate Administrator~~ Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and shall give notice to the Securities Depository of such record date. (c) If (i)(A) the Depositor advises the ~~Certificate Administrator, the~~ Trustee and the Certificate Registrar in writing that the Securities Depository is no longer willing or able to properly discharge its responsibilities with respect to a any Class of the Book-Entry Certificates, and (B) the Depositor is unable to locate a qualified successor, or (ii) the Depositor at its option advises the ~~Trustee, the Certificate Administrator~~ Trustee and the Certificate Registrar in writing that it elects to terminate the book-entry system through the Securities Depository with respect to a any Class of the Book-Entry Certificates, the Certificate Registrar shall notify all affected Certificate Owners, through the Securities Depository, of the occurrence of any such event and of the availability of Definitive Certificates to such Certificate Owners requesting the same. Upon surrender to the Certificate Registrar of any Class of the Book-Entry Certificates ~~of any Class thereof~~ by the Securities Depository, accompanied by registration instructions from the Securities Depository for registration of transfer, the ~~Certificate Registrar~~ Trustee shall execute, and the ~~Authenticating Agent~~ Certificate Registrar shall authenticate and deliver, the Definitive Certificates ~~in respect of such Class~~ to the Certificate Owners identified in such instructions. None of the Depositor, the ~~Master~~ Servicer, the Special Servicer, the ~~Certificate Administrator~~Trustee, the ~~Trustee~~ Fiscal Agent or the Certificate Registrar shall be liable for any delay in delivery of such ~~instructions,~~ instructions and ~~each of them~~ may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates for purposes of evidencing ownership of any of the Class ~~of Registered~~ _____ Certificates, the Class Certificates, the Class ______ Certificates, the Class ______ Certificates, the Class _______ Certificates, the Class ________ Certificates, the Class ______ Certificates and the Class __________ Certificates, the registered holders of such Definitive Certificates shall be recognized as Certificateholders hereunder and, accordingly, shall be entitled directly to receive payments on, to exercise Voting Rights with respect to, and to transfer and exchange such Definitive Certificates. (d) Notwithstanding any other provisions contained herein, neither the Certificate Administrator nor the Certificate Registrar shall have any responsibility whatsoever to monitor or restrict the Transfer of ownership interests in any Certificate (including but not limited to any Non-Registered Certificate) which interests are transferable through the book-entry facilities of the Depository.

Appears in 4 contracts

Samples: Pooling and Servicing Agreement (Prudential Securities Secured Financing Corp), Pooling and Servicing Agreement (Prudential Securities Secured Financing Corp), Pooling and Servicing Agreement (Prudential Securities Secured Financing Corp)

Book-Entry Certificates. (a) The Certificates (other than the Class R and Class V Certificates) shall initially be issued as one or more Certificates registered in the name of the Depository or its nominee and, except as provided in Section 5.02(b) and Section 5.03(c), a Transfer of such Certificates may not be registered by the Certificate Registrar unless such Transfer is to a successor Depository that agrees to hold such Certificates for the respective Certificate Owners with Ownership Interests therein. Such Certificate Owners shall hold and Transfer their respective Ownership Interests in and to such Certificates through the book-entry facilities of the Depository and, except as provided in Section 5.03(c) below, shall not be entitled to definitive, fully registered Certificates (“Definitive Certificates”) in respect of such Ownership Interests. The Classes of Non-Registered Certificates initially sold to Qualified Institutional Buyers in reliance on Rule 144A or in reliance on another exemption from the registration requirements of the Securities Act shall, in the case of each such Class, be represented by the Rule 144A Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. The Classes of Non-Registered Certificates initially sold to institutions that are non-United States Securities Persons in Offshore Transactions in reliance on Regulation S shall, in the case of each such Class, be represented by the Regulation S Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. All Transfers by Certificate Owners of their respective Ownership Interests in the Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing each such Certificate Owner. Each Depository Participant shall only transfer the Ownership Interests in the Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository’s normal procedures. (b) The Certificate Administrator, the Master ~~Servicer~~Servicers, the Special ~~Servicer~~Servicers, the Trustee, the Depositor and the Certificate Registrar may for all purposes, including the making of payments due on the Book-Entry Certificates, deal with the Depository as the authorized representative of the Certificate Owners with respect to such Certificates for the purposes of exercising the rights of Certificateholders hereunder. Except as expressly provided to the contrary herein, the rights of Certificate Owners with respect to the Book-Entry Certificates shall be limited to those established by law and agreements between such Certificate Owners and the Depository Participants and brokerage firms representing such Certificate Owners. Multiple requests and directions from, and votes of, the Depository as Holder of the Book-Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Certificate Owners. The Certificate Administrator may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and shall give notice to the Depository of such record date. (c) If (i)(A) the Depositor advises the Certificate Administrator, the Trustee and the Certificate Registrar in writing that the Depository is no longer willing or able to properly discharge its responsibilities with respect to a Class of the Book-Entry Certificates, and (B) the Depositor is unable to locate a qualified successor, or (ii) the Depositor at its option advises the Trustee, the Certificate Administrator and the Certificate Registrar in writing that it elects to terminate the book-entry system through the Depository with respect to a Class of Book-Entry Certificates, the Certificate Registrar shall notify all affected Certificate Owners, through the Depository, of the occurrence of any such event and of the availability of Definitive Certificates to such Certificate Owners requesting the same. Upon surrender to the Certificate Registrar of the Book-Entry Certificates of any Class thereof by the Depository, accompanied by registration instructions from the Depository for registration of transfer, the Certificate Registrar shall execute, and the Authenticating Agent shall authenticate and deliver, the Definitive Certificates in respect of such Class to the Certificate Owners identified in such instructions. None of the Depositor, the Master ~~Servicer~~Servicers, the Special ~~Servicer~~Servicers, the Certificate Administrator, the Trustee or the Certificate Registrar shall be liable for any delay in delivery of such instructions, and each of them may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates for purposes of evidencing ownership of any Class of Registered Certificates, the registered holders of such Definitive Certificates shall be recognized as Certificateholders hereunder and, accordingly, shall be entitled directly to receive payments on, to exercise Voting Rights with respect to, and to transfer and exchange such Definitive Certificates. (d) Notwithstanding any other provisions contained herein, neither the Certificate Administrator nor the Certificate Registrar shall have any responsibility whatsoever to monitor or restrict the Transfer of ownership interests in any Certificate (including but not limited to any Non-Registered Certificate) which interests are transferable through the book-entry facilities of the Depository.

Appears in 4 contracts

Samples: Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2015-C27), Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2015-C26), Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2014-Lc18)

Book-Entry Certificates. (a) ~~The~~ Each Class of Regular Certificates ~~(other than the Class R and Class V Certificates)~~ shall initially be issued as one or more Certificates registered in the name of the Depository or its nominee and, except as provided in Section ~~5.02(b~~5.03(c) ~~and Section 5.03(c)~~below, ~~a Transfer~~ transfer of such Certificates may not be registered by the Certificate Registrar unless such ~~Transfer~~ transfer is to a successor Depository that agrees to hold such Certificates for the respective Certificate Owners with Ownership Interests therein. Such Certificate Owners shall hold and ~~Transfer~~ transfer their respective Ownership Interests in and to such Certificates through the book-entry facilities of the Depository and, except as provided in Section 5.03(c) below, shall not be entitled to definitive, fully registered Certificates (“"Definitive Certificates”") in respect of such Ownership Interests. The Classes of Non-Registered Certificates initially sold to Qualified Institutional Buyers in reliance on Rule 144A or in reliance on another exemption from the registration requirements of the Securities Act shall, in the case of each such Class, be represented by the Rule 144A Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. The Classes of Non-Registered Certificates initially sold to institutions that are non-United States Securities Persons in Offshore Transactions in reliance on Regulation S shall, in the case of each such Class, be represented by the Regulation S Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. All ~~Transfers~~ transfers by Certificate Owners of their respective Ownership Interests in the Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing each such Certificate Owner. Each Depository Participant shall only transfer the Ownership Interests in the Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository’s 's normal procedures. (b) The ~~Certificate Administrator~~Trustee, the Master Servicer, the Special Servicer~~, the Trustee~~, the Depositor and the Certificate Registrar may for all purposes, including the making of payments due on the Book-Entry Certificates, deal with the Depository as the authorized representative of the Certificate Owners with respect to such Certificates for the purposes of exercising the rights of Certificateholders hereunder. ~~Except as expressly provided to the contrary herein, the~~ The rights of Certificate Owners with respect to the Book-Entry Certificates shall be limited to those established by law and agreements between such Certificate Owners and the Depository Participants and brokerage firms representing such Certificate Owners. Multiple requests and directions from, and votes of, the Depository as Holder of the Book-Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Certificate Owners. The ~~Certificate Administrator~~ Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and shall give notice to the Depository of such record date. (c) If (i)(A) the Depositor advises ~~the Certificate Administrator,~~ the Trustee and the Certificate Registrar in writing that the Depository is no longer willing or able to properly discharge its responsibilities with respect to a Class of the Book-Entry Certificates, and (B) the Depositor is unable to locate a qualified successor, or (ii) the Depositor at its option advises the ~~Trustee, the Certificate Administrator~~ Trustee and the Certificate Registrar in writing that it elects to terminate the book-entry system through the Depository with respect to a Class of Book-Entry Certificates, the Certificate Registrar shall notify all affected Certificate Owners, through the Depository, of the occurrence of any such event and of the availability of Definitive Certificates to such Certificate Owners requesting the same. Upon surrender to the Certificate Registrar of the Book-Entry Certificates of any Class thereof by the Depository, accompanied by registration instructions from the Depository for registration of transfer, the Certificate Registrar shall execute, at the Depositor's expense, and the Authenticating Agent shall authenticate and deliver, the Definitive Certificates in respect of such Class to the Certificate Owners identified in such instructions. The Depositor shall provide the Certificate Registrar with an adequate inventory of Definitive Certificates. None of the Depositor, the Master Servicer, the Special Servicer~~, the Certificate Administrator~~, the Trustee or the Certificate Registrar shall be liable for any delay in delivery of such ~~instructions,~~ instructions and ~~each of them~~ may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates for purposes of evidencing ownership of any Class of Registered Certificates, the registered holders of such Definitive Certificates shall be recognized as Certificateholders hereunder and, accordingly, shall be entitled directly to receive payments on, to exercise Voting Rights with respect to, and to transfer and exchange such Definitive Certificates. (d) Notwithstanding any other provisions contained herein, neither the ~~Certificate Administrator~~ Trustee nor the Certificate Registrar shall have any responsibility whatsoever to monitor or restrict the ~~Transfer~~ transfer of ownership interests in any Certificate (including but not limited to any Non-Registered Certificate, any Subordinated Certificate and any Class Z Certificate) which interests are transferable through the book-entry facilities of the Depository.

Appears in 4 contracts

Samples: Pooling and Servicing Agreement (Wachovia Commercial Mortgage Securities Inc), Pooling and Servicing Agreement (Wachovia Bank Commercial Mortgage Trust Series 2004-C12), Pooling and Servicing Agreement (Wachovia Bank Commercial Mortgage Trust Series 2004-C15)

Book-Entry Certificates. (a) The Book-Entry Certificates ~~(other than the Class R and Class V Certificates) shall~~ will be represented initially ~~be issued as~~ by one or more certificates registered in the name of CEDE & Co., as nominee of the Clearing Agency. The Depositor, the Master Servicer and the Trustee may for all intents and purposes (including the making of payments on the Book-Entry Certificates) deal with the Clearing Agency as the authorized representative of the Beneficial Owners of the Book-Entry Certificates for as long as those Certificates are registered in the name of the Depository or its nominee and, except as provided in Section 5.02(b) and Section 5.03(c), a Transfer of such Certificates may not be registered by the Certificate Registrar unless such Transfer is to a successor Depository that agrees to hold such Certificates for the respective Certificate Owners with Ownership Interests therein. Such Certificate Owners shall hold and Transfer their respective Ownership Interests in and to such Certificates through the book-entry facilities of the Depository and, except as provided in Section 5.03(c) below, shall not be entitled to definitive, fully registered Certificates (“Definitive Certificates”) in respect of such Ownership InterestsClearing Agency. The ~~Classes~~ rights of Non-Registered Certificates initially sold to Qualified Institutional Buyers in reliance on Rule 144A or in reliance on another exemption from the registration requirements of the Securities Act shall, in the case of each such Class, be represented by the Rule 144A Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. The Classes of Non-Registered Certificates initially sold to institutions that are non-United States Securities Persons in Offshore Transactions in reliance on Regulation S shall, in the case of each such Class, be represented by the Regulation S Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. All Transfers by Certificate Beneficial Owners of their respective Ownership Interests in the Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing each such Certificate Owner. Each Depository Participant shall only transfer the Ownership Interests in the Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository’s normal procedures. (b) The Certificate Administrator, the Master Servicer, the Special Servicer, the Trustee, the Depositor and the Certificate Registrar may for all purposes, including the making of payments due on the Book-Entry Certificates, deal with the Depository as the authorized representative of the Certificate Owners with respect to such Certificates for the purposes of exercising the rights of Certificateholders hereunder. Except as expressly provided to the contrary herein, the rights of Certificate Owners with respect to the Book-Entry Certificates shall be limited to those established by law and agreements between such ~~Certificate~~ Beneficial Owners and the ~~Depository Participants~~ Clearing Agency and ~~brokerage firms representing such Certificate~~ Clearing Agency Participants. The Beneficial Owners of the Book-Entry Certificates shall not be entitled to certificates for the Book-Entry Certificates as to which they are the Beneficial Owners, except as provided in subsection (c) below. ~~Multiple requests~~ Requests and directions from, and votes of, the ~~Depository~~ Clearing Agency, as ~~Holder of the Book-Entry Certificates with respect to any particular matter~~ Holder, shall not be deemed to be inconsistent if they are made with respect to different ~~Certificate~~ Beneficial Owners. ~~The~~ Without the consent of the Depositor, the Master Servicer and the Trustee, a Book-Entry Certificate ~~Administrator~~ may ~~establish~~ not be transferred by the Clearing Agency except to another Clearing Agency that agrees to hold the Book-Entry Certificate for the account of the respective Clearing Agency Participants and Beneficial Owners. (b) Neither the Depositor, the Master Servicer nor the Trustee will have any liability for any aspect of the records relating to or payment made on account of Beneficial Owners of the Book-Entry Certificates held by the Clearing Agency, for monitoring or restricting any transfer of beneficial ownership in a ~~reasonable record date in connection with solicitations of consents from~~ Book-Entry Certificate or ~~voting by Certificateholders and shall give notice~~ for maintaining, supervising or reviewing any records relating to ~~the Depository of~~ such ~~record date~~Beneficial Owners. (c) If The Book-Entry Certificates will be issued in fully-registered, certificated form to Beneficial Owners of Book-Entry Certificates or their nominees, rather than to the Clearing Agency or its nominee, only if (~~i)(A~~1) the Depositor advises the ~~Certificate Administrator, the~~ Trustee ~~and the Certificate Registrar~~ in writing that the ~~Depository~~ Clearing Agency is no longer willing or able to discharge properly ~~discharge~~ its responsibilities as depository with respect to ~~a Class of~~ the Book-Entry ~~Certificates,~~ Certificates and ~~(B)~~ the Depositor is unable to locate a qualified ~~successor,~~ successor within 30 days or (ii2) the ~~Depositor~~ Depositor, at its ~~option advises the Trustee~~option, ~~the Certificate Administrator and the Certificate Registrar in writing that it~~ elects to terminate the book-entry system operating through the ~~Depository with respect to a Class~~ Clearing Agency. Upon the occurrence of either such event, the Trustee shall notify the Clearing Agency, which in turn will notify all Beneficial Owners of Book-Entry ~~Certificates~~Certificates through Clearing Agency Participants, ~~the Certificate Registrar shall notify all affected Certificate Owners, through the Depository, of the occurrence of any such event and~~ of the availability of ~~Definitive Certificates to such Certificate Owners requesting the same~~certificated Certificates. Upon surrender to by the ~~Certificate Registrar~~ Clearing Agency of the certificates representing the Book-Entry Certificates and receipt of ~~any Class thereof by the Depository, accompanied by registration~~ instructions ~~from the Depository~~ for ~~registration of transfer~~re-registration, the ~~Certificate Registrar shall execute, and~~ Trustee will reissue the ~~Authenticating Agent shall authenticate and deliver, the Definitive~~ Book-Entry Certificates ~~in respect of such Class~~ as certificated Certificates to the ~~Certificate~~ Beneficial Owners identified in ~~such instructions~~writing by the Clearing Agency. ~~None of~~ Such certificated Certificates shall not constitute Book-Entry Certificates. All reasonable costs associated with the ~~Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee or the Certificate Registrar shall be liable for any delay in~~ preparation and delivery of such instructions, and each of them may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates for purposes of evidencing ownership of any Class of Registered Certificates, the registered holders of such Definitive certificated Certificates shall be recognized as Certificateholders hereunder and, accordingly, shall be entitled directly to receive payments on, to exercise Voting Rights with respect to, and to transfer and exchange such Definitive Certificatesborne by the Depositor. (d) Notwithstanding any other provisions contained herein, neither the Certificate Administrator nor the Certificate Registrar shall have any responsibility whatsoever to monitor or restrict the Transfer of ownership interests in any Certificate (including but not limited to any Non-Registered Certificate) which interests are transferable through the book-entry facilities of the Depository.

Appears in 4 contracts

Samples: Pooling and Servicing Agreement (Residential Resources Inc), Pooling and Servicing Agreement (Union Planters Mortgage Finance Corp), Pooling and Servicing Agreement (Union Planters Home Equity Corp)

Book-Entry Certificates. (a) ~~The Certificates (other than the~~ Class R X-0, Xxxxx X-0, Class A-FX, Class A-FL, Class X-A, Class X-B, Class A-S, Class B, Class C, Class D, Class E, Class F, Class G and Class ~~V Certificates) shall~~ H Certificates shall, in the case of each such Class, initially be issued as one or more Certificates registered in the name of the Depository or its nominee and, except as provided in ~~Section~~ Sections 5.02(b) and Section 5.03(c), a Transfer of such Certificates may not be registered by the Certificate Registrar unless such Transfer is to a successor Depository that agrees to hold such Certificates for the respective Certificate Owners with Ownership Interests therein. Such Certificate Owners shall hold and Transfer their respective Ownership Interests in and to such Certificates through the book-entry facilities of the Depository and, except as provided in Section 5.03(c) below, shall not be entitled to definitive, fully registered Certificates (“Definitive Certificates”) in respect of such Ownership Interests. The Classes of Non-Registered Certificates initially sold to Qualified Institutional Buyers in reliance on Rule 144A or in reliance on another exemption from the registration requirements of the Securities Act shall, in the case of each such Class, be represented by the Rule 144A Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. The Classes of Non-Registered Certificates initially sold ~~to institutions that are non-United States Securities Persons~~ in ~~Offshore Transactions~~ offshore transactions in reliance on Regulation S shall, in the case of each such Class, be represented by the Regulation S Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. All Transfers by Certificate Owners of their respective Ownership Interests in the Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing each such Certificate Owner. Each Depository Participant shall only transfer the Ownership Interests in the Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository’s normal procedures. (b) The Certificate Administrator, the Master Servicer, the Special Servicer, the Trustee, the Depositor and the Certificate Registrar may for all purposes, including the making of payments due on the Book-Entry Certificates, deal with the Depository as the authorized representative of the Certificate Owners with respect to such Certificates for the purposes of exercising the rights of Certificateholders hereunder. Except as expressly provided to the contrary herein, the rights of Certificate Owners with respect to the Book-Entry Certificates shall be limited to those established by law and agreements between such Certificate Owners and the Depository Participants and brokerage firms representing such Certificate Owners. Multiple requests and directions from, and votes of, the Depository as Holder of the Book-Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Certificate Owners. The Certificate Administrator may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and shall give notice to the Depository of such record date. (c) If (i)(A) the Depositor advises the Certificate Administrator, the Trustee and the Certificate Registrar in writing that the Depository is no longer willing or able to properly discharge its responsibilities with respect to a Class of the Book-Entry Certificates, and (B) the Depositor is unable to locate a qualified successor, or (ii) the Depositor at its option advises the Trustee, the Certificate Administrator and the Certificate Registrar in writing that it elects to terminate the book-entry system through the Depository with respect to a Class of Book-Entry Certificates, the Certificate Registrar shall notify all affected Certificate Owners, through the Depository, of the occurrence of any such event and of the availability of Definitive Certificates to such Certificate Owners requesting the same. Upon surrender to the Certificate Registrar of the Book-Entry Certificates of any Class thereof by the Depository, accompanied by registration instructions from the Depository for registration of transfer, the Certificate Registrar shall execute, and the Authenticating Agent shall authenticate and deliver, the Definitive Certificates in respect of such Class to the Certificate Owners identified in such instructions. None of the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee or the Certificate Registrar shall be liable for any delay in delivery of such instructions, and each of them may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates for purposes of evidencing ownership of any Class of Registered Certificates, the registered holders of such Definitive Certificates shall be recognized as Certificateholders hereunder and, accordingly, shall be entitled directly to receive payments on, to exercise Voting Rights with respect to, and to transfer and exchange such Definitive Certificates. (d) Notwithstanding any other provisions contained herein, neither the Certificate Administrator nor the Certificate Registrar shall have any responsibility whatsoever to monitor or restrict the Transfer of ownership interests in any Certificate (including but not limited to any Non-Registered Certificate) which interests are transferable through the book-entry facilities of the Depository.

Appears in 3 contracts

Samples: Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2012-C8), Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2012-C7), Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2012-C7)

Book-Entry Certificates. (a) The Regular Certificates ~~(other than the Class R and Class V Certificates)~~ shall initially be issued as one or more Certificates registered in the name of the Depository or its nominee and, except as provided in ~~Section 5.02(b~~subsection (c) ~~and Section 5.03(c)~~below, ~~a Transfer~~ transfer of such Certificates may not be registered by the Certificate Registrar unless such ~~Transfer~~ transfer is to a successor Depository that agrees to hold such Certificates for the respective Certificate Owners with Ownership Interests therein. Such Certificate Owners shall hold and ~~Transfer~~ transfer their respective Ownership Interests in and to such Certificates through the book-entry facilities of the Depository and, except as provided in Section ~~5.03(c~~5.02(e) above or subsection (c) below, shall not be entitled to ~~definitive, fully registered~~ Definitive Certificates ~~(“Definitive Certificates”)~~ in respect of such Ownership Interests. The Classes of Non-Registered Certificates initially sold to Qualified Institutional Buyers in reliance on Rule 144A or in reliance on another exemption from the registration requirements of the Securities Act shall, in the case of each such Class, be represented by the Rule 144A Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. The Classes of Non-Registered Certificates initially sold to institutions that are non-United States Securities Persons in Offshore Transactions in reliance on Regulation S shall, in the case of each such Class, be represented by the Regulation S Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. All ~~Transfers~~ transfers by Certificate Owners of their respective Ownership Interests in the Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing ~~each~~ such Certificate Owner. Each Depository Participant shall only transfer the Ownership Interests in the Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository’s 's normal procedures. (b) The ~~Certificate Administrator~~Trustee, the ~~Master~~ Servicer, the Special Servicer, the ~~Trustee~~Paying Agent, the Depositor and the Certificate Registrar may for all purposes, including the making of payments due on the Book-Entry Certificates, deal with the Depository as the authorized representative of the Certificate Owners with respect to such Certificates for the purposes of exercising the rights of Certificateholders hereunder. ~~Except as expressly provided to the contrary herein, the~~ The rights of Certificate Owners with respect to the Book-Entry Certificates shall be limited to those established by law and agreements between such Certificate Owners and the Depository Participants and brokerage firms representing such Certificate Owners. Multiple requests and directions from, and votes of, the Depository as Holder of the Book-Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Certificate Owners. The ~~Certificate Administrator~~ Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and shall give notice to the Depository of such record date. (c) If (i)(A) the Depositor advises the ~~Certificate Administrator~~Trustee, the ~~Trustee~~ Paying Agent and the Certificate Registrar in writing that the Depository is no longer willing or able to properly discharge its responsibilities with respect to ~~a Class of~~ the Book-Entry ~~Certificates,~~ Certificates and (B) the Depositor is unable to locate a qualified successor, or (ii) the Depositor at its option advises the Trustee, the ~~Certificate Administrator~~ Paying Agent and the Certificate Registrar in writing that it elects to terminate the book-entry system through the ~~Depository with respect to a Class of Book-Entry Certificates~~Depository, the ~~Certificate Registrar~~ Paying Agent shall notify ~~all~~ the affected Certificate Owners, through the ~~Depository~~Depository with respect to all, any Class or any portion of any Class of the Certificates or (iii) the Trustee determines that Definitive Certificates are required in accordance with the provisions of Section 5.03(e), of the occurrence of any such event and of the availability of Definitive Certificates to ~~such~~ Certificate Owners requesting the same. Upon surrender to the Certificate Registrar of the Book-Entry Certificates by the Depository or any custodian acting on behalf of ~~any Class thereof by~~ the Depository, accompanied by registration instructions from the Depository for registration of transfer, the Certificate Registrar shall execute, and the Authenticating Agent shall authenticate and deliver, within 5 Business Days of such request if made at the Registrar Office, or within 10 Business Days if made at the office of a transfer agent (other than the Certificate Registrar), the Definitive Certificates ~~in respect of such Class~~ to the Certificate Owners identified in such instructions. None of the Depositor, the ~~Master~~ Paying Agent, the Servicer, the Trustee, the Special Servicer, the ~~Certificate Administrator, the Trustee or~~ Authenticating Agent and the Certificate Registrar shall be liable for any delay in delivery of such ~~instructions,~~ instructions and ~~each of them~~ may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates for purposes of evidencing ownership of any Class of ~~Registered~~ Certificates, the registered ~~holders~~ Holders of such Definitive Certificates shall be recognized as Certificateholders hereunder and, accordingly, shall be entitled directly to receive payments on, to exercise Voting Rights with respect to, and to transfer and exchange such Definitive Certificates. (d) ~~Notwithstanding~~ The Book-Entry Certificates (i) shall be delivered by the Certificate Registrar to the Depository, or pursuant to the Depository's instructions, and shall be registered in the name of Cede & Co. 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 Certificate Registrar for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other ~~provisions contained~~ 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), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. The Book-Entry Certificates may be deposited with such other Depository as the Certificate Registrar may from time to time designate, and shall bear such legend as may be appropriate. (e) 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 all or any portion of the Certificates evidenced by Book-Entry Certificates, the Trustee may in its sole discretion determine that such Certificates shall no longer be represented by such Book-Entry Certificates. In such event, the Certificate Registrar will execute, the Authenticating Agent will authenticate and the Certificate Registrar will deliver, in exchange for such Book-Entry Certificates, Definitive Certificates in a Denomination equal to the aggregate Denomination of such Book-Entry Certificates to the party so requesting such Definitive Certificates. In such event, the Trustee shall notify the affected Certificate Owners and make appropriate arrangements for the effectuation of the purpose of this clause. (f) Upon acceptance for exchange or transfer of a beneficial interest in a Book-Entry Certificate for a Definitive Certificate, as provided herein, ~~neither the Certificate Administrator nor~~ the Certificate Registrar shall ~~have any responsibility whatsoever~~ endorse on a schedule affixed to ~~monitor or restrict~~ the ~~Transfer of ownership interests in any~~ related Book-Entry Certificate (~~including but not limited~~ or on a continuation of such schedule affixed to such Book-Entry Certificate and made a part thereof) an appropriate notation evidencing the date of such exchange or transfer and a decrease in the Denomination of such Book-Entry Certificate equal to the Denomination of such Definitive Certificate issued in exchange therefor or upon transfer thereof. (g) If a Holder of a Definitive Certificate wishes at any time to transfer such Certificate to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Book-Entry Certificate, such transfer may be effected only in accordance with Depository Rules and this Section 5.03(g). Upon receipt by the Certificate Registrar at the Registrar Office of (i) the Definitive Certificate to be transferred with an assignment and transfer pursuant to Section 5.02(a), (ii) written instructions given in accordance with Depository Rules directing the Certificate Registrar to credit or cause to be credited to another account a beneficial interest in the related Book-Entry Certificate, in an amount equal to the Denomination of the Definitive Certificate to be so transferred, (iii) a written order given in accordance with the Depository Rules containing information regarding the account to be credited with such beneficial interest and (iv) if the affected Certificate is a Non-Registered Certificate an Investment Representation Letter from the transferee to the effect that such transferee is a Qualified Institutional Buyer, the Certificate Registrar shall cancel such Definitive Certificate~~) which interests are transferable through~~ , execute and deliver a new Definitive Certificate for the ~~book-entry facilities~~ Denomination of the ~~Depository~~Definitive Certificate not so transferred, registered in the name of the Holder or the Holder's transferee (as instructed by the Holder), and the Certificate Registrar shall instruct the Depository or the custodian holding such Book-Entry Certificate on behalf of the Depository to increase the Denomination of the related Book-Entry Certificate by the Denomination of the Definitive Certificate to be so transferred, and to credit or cause to be credited to the account of the Person specified in such instructions a corresponding Denomination of such Book-Entry Certificate.

Appears in 3 contracts

Samples: Pooling and Servicing Agreement (Chase Manhattan Bk First Union Na Bk Com Mor Tr Ser 1999-1), Pooling and Servicing Agreement (Chase Commercial Mortgage Securities Corp), Pooling and Servicing Agreement (Chase Commercial Mortgage Securities Corp)

Book-Entry Certificates. ~~(a)~~ The Book-Entry Certificates ~~(other than the Class R and Class V Certificates)~~ shall initially be issued as one or more Certificates registered in the name of the Depository or its nominee and, except as provided ~~in Section 5.02(b) and Section 5.03(c)~~below, ~~a Transfer~~ registration of such Certificates may not be ~~registered~~ transferred by the ~~Certificate Registrar unless such Transfer is~~ Trustee except to ~~a successor~~ another Depository that agrees to hold such Certificates for the respective Certificate Owners with Ownership Interests therein. ~~Such Certificate Owners~~ The Certificateholders shall hold ~~and Transfer~~ their respective Ownership Interests in and to each of such Certificates through the book-entry facilities of the Depository and, except as provided ~~in Section 5.03(c)~~ below, shall not be entitled to ~~definitive, fully registered~~ Definitive Certificates ~~(“Definitive Certificates”)~~ in respect of such Ownership Interests. The Classes of Non-Registered Certificates initially sold to Qualified Institutional Buyers in reliance on Rule 144A or in reliance on another exemption from the registration requirements of the Securities Act shall, in the case of each such Class, be represented by the Rule 144A Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. The Classes of Non-Registered Certificates initially sold to institutions that are non-United States Securities Persons in Offshore Transactions in reliance on Regulation S shall, in the case of each such Class, be represented by the Regulation S Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. All ~~Transfers~~ transfers by Certificate Owners of their respective Ownership Interests in the Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing ~~each~~ such Certificate Owner. Each Depository Participant shall ~~only~~ transfer the Ownership Interests only in the Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository’s 's normal procedures~~. (b)~~ . The ~~Certificate Administrator, the Master Servicer, the Special Servicer, the Trustee, the Depositor and the Certificate Registrar~~ Trustee may for all ~~purposes,~~ purposes (including the making of payments due on the respective Classes of Book-Entry Certificates, ) deal with the Depository as the authorized representative of the Certificate Owners with respect to ~~such~~ the respective Classes of Book-Entry Certificates for the purposes of exercising the rights of Certificateholders hereunder. ~~Except as expressly provided to the contrary herein, the~~ The rights of Certificate Owners with respect to the respective Classes of Book-Entry Certificates shall be limited to those established by law and agreements between such Certificate Owners and the Depository Participants and brokerage firms representing such Certificate Owners. Multiple requests and directions from, and votes of, the Depository as Holder of ~~the~~ any Class of Book-Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Certificate Owners. The ~~Certificate Administrator~~ Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and shall give notice to the Depository of such record date~~. (c)~~ . If (i)(A) the Depositor advises the ~~Certificate Administrator, the~~ Trustee ~~and the Certificate Registrar~~ in writing that the Depository is no longer willing or able to properly discharge its responsibilities ~~with respect to a Class of the Book-Entry Certificates,~~ as Depository and (B) the Depositor is unable to locate a qualified ~~successor,~~ successor or (ii) the Depositor at its option advises the ~~Trustee, the Certificate Administrator and the Certificate Registrar~~ Trustee in writing that it elects to terminate the book-entry system through the ~~Depository with respect to a Class~~ Depository, or (iii) after an Event of Default under the Trust Agreement, the Certificate Owners representing not less than 51% of the Certificate Balance of the Book-Entry ~~Certificates~~Certificates advise the Trustee and the Depository that the book-entry system is no longer in the best interests of such Certificate Owners, the ~~Certificate Registrar~~ Trustee shall notify all ~~affected~~ Certificate Owners, through the Depository, of the occurrence of any such event and of the availability of Definitive Certificates to ~~such~~ Certificate Owners requesting the same. Upon surrender to the ~~Certificate Registrar~~ Trustee of the Book-Entry Certificates ~~of any Class thereof~~ by the Depository, accompanied by registration instructions from the Depository for registration of transfer, the ~~Certificate Registrar~~ Trustee shall ~~execute, and the Authenticating Agent shall authenticate and deliver,~~ issue the Definitive ~~Certificates in respect of such Class to~~ Certificates. Neither the ~~Certificate Owners identified in such instructions. None of the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator,~~ Depositor nor the Trustee ~~or the Certificate Registrar~~ shall be liable for any actions taken by the Depository or its nominee, including, without limitation, any delay in delivery of such ~~instructions,~~ instructions and ~~each of them~~ may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates ~~for purposes~~ the Trustee shall recognize the Holders of ~~evidencing ownership of any Class of Registered Certificates,~~ the ~~registered holders of such~~ Definitive Certificates ~~shall be recognized~~ as Certificateholders ~~hereunder and, accordingly, shall be entitled directly to receive payments on, to exercise Voting Rights with respect to, and to transfer and exchange such Definitive Certificates~~hereunder. (d) Notwithstanding any other provisions contained herein, neither the Certificate Administrator nor the Certificate Registrar shall have any responsibility whatsoever to monitor or restrict the Transfer of ownership interests in any Certificate (including but not limited to any Non-Registered Certificate) which interests are transferable through the book-entry facilities of the Depository.

Appears in 3 contracts

Samples: Trust Agreement (Greenwich Capital Acceptance Inc), Trust Agreement (Greenwich Capital Acceptance Inc), Trust Agreement (Greenwich Capital Acceptance Inc)

Book-Entry Certificates. (a) The Regular Certificates ~~(other than the Class R and Class V Certificates)~~ shall initially be issued as one or more Certificates registered in the name of the Depository or its nominee and, except as provided in ~~Section 5.02(b~~subsection (c) ~~and Section 5.03(c)~~below, ~~a Transfer~~ transfer of such Certificates may not be registered by the Certificate Registrar unless such ~~Transfer~~ transfer is to a successor Depository that agrees to hold such Certificates for the respective Certificate Owners with Ownership Interests therein. Such Certificate Owners shall hold and ~~Transfer~~ transfer their respective Ownership Interests in and to such Certificates through the book-entry facilities of the Depository and, except as provided in Section ~~5.03(c~~5.02(d) above or subsection (c) below, shall not be entitled to ~~definitive, fully registered~~ Definitive Certificates ~~(“Definitive Certificates”)~~ in respect of such Ownership Interests. The Classes of Non-Registered Certificates initially sold to Qualified Institutional Buyers in reliance on Rule 144A or in reliance on another exemption from the registration requirements of the Securities Act shall, in the case of each such Class, be represented by the Rule 144A Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. The Classes of Non-Registered Certificates initially sold to institutions that are non-United States Securities Persons in Offshore Transactions in reliance on Regulation S shall, in the case of each such Class, be represented by the Regulation S Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. All ~~Transfers~~ transfers by Certificate Owners of their respective Ownership Interests in the Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing ~~each~~ such Certificate Owner. Each Depository Participant shall only transfer the Ownership Interests in the Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository’s 's normal procedures. (b) The ~~Certificate Administrator~~Trustee, the Paying Agent, the Master Servicer, the Special Servicer~~, the Trustee~~, the Depositor and the Certificate Registrar may for all purposes, including the making of payments due on the Book-Entry Certificates, deal with the Depository as the authorized representative of the Certificate Owners with respect to such Certificates for the purposes of exercising the rights of Certificateholders hereunder. ~~Except as expressly provided to the contrary herein, the~~ The rights of Certificate Owners with respect to the Book-Entry Certificates shall be limited to those established by law and agreements between such Certificate Owners and the Depository Participants and brokerage firms representing such Certificate Owners. Multiple requests and directions from, and votes of, the Depository as Holder of the Book-Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Certificate Owners. The ~~Certificate Administrator~~ Paying Agent may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and shall give notice to the Depository of such record date. (c) If (i)(A) the Depositor advises the ~~Certificate Administrator~~Trustee, the ~~Trustee~~ Paying Agent and the Certificate Registrar in writing that the Depository is no longer willing or able to properly discharge its responsibilities with respect to ~~a Class of~~ the Book-Entry ~~Certificates,~~ Certificates and (B) the Depositor is unable to locate a qualified successor, or (ii) the Depositor at its option advises the Trustee, the ~~Certificate Administrator~~ Paying Agent and the Certificate Registrar in writing that it elects to terminate the book-entry system through the ~~Depository with respect to a Class of Book-Entry Certificates~~Depository, the ~~Certificate Registrar~~ Paying Agent shall notify ~~all~~ the affected Certificate Owners, through the ~~Depository~~Depository with respect to all, any Class or any portion of any Class of the Certificates or (iii) the Certificate Registrar determines that Definitive Certificates are required in accordance with the provisions of Section 5.03(e), of the occurrence of any such event and of the availability of Definitive Certificates to ~~such~~ Certificate Owners requesting the same. Upon surrender to the Certificate Registrar of the Book-Entry Certificates by the Depository or any custodian acting on behalf of ~~any Class thereof by~~ the Depository, accompanied by registration instructions from the Depository for registration of transfer, the Certificate Registrar shall execute, and the Authenticating Agent shall authenticate and deliver, within 5 Business Days of such request if made at the Registrar Office, or within 10 Business Days if made at the office of a transfer agent (other than the Certificate Registrar), the Definitive Certificates ~~in respect of such Class~~ to the Certificate Owners identified in such instructions. None of the Depositor, the Master Servicer, the Trustee, the Paying Agent, the Special Servicer, the ~~Certificate Administrator, the Trustee or~~ Authenticating Agent and the Certificate Registrar shall be liable for any delay in delivery of such ~~instructions,~~ instructions and ~~each of them~~ may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates for purposes of evidencing ownership of any Class of ~~Registered~~ Certificates, the registered ~~holders~~ Holders of such Definitive Certificates shall be recognized as Certificateholders hereunder and, accordingly, shall be entitled directly to receive payments on, to exercise Voting Rights with respect to, and to transfer and exchange such Definitive Certificates. (d) ~~Notwithstanding any other provisions contained herein, neither~~ The Book-Entry Certificates (i) shall be delivered by the Certificate ~~Administrator nor~~ Registrar to the Depository, or pursuant to the Depository's instructions, and shall be registered in the name of Cede & Co. 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 Certificate Registrar for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other 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), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. The Book-Entry Certificates may be deposited with such other Depository as the Certificate Registrar may from time to time designate, and shall bear such legend as may be appropriate. (e) If the Trustee has instituted or if the Special Servicer or the Master Servicer, on the Trustee's behalf, 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 all or any portion of the Certificates evidenced by Book-Entry Certificates, the Trustee may in its sole discretion determine that such Certificates shall no longer be represented by such Book-Entry Certificates. In such event, the Certificate Registrar will execute, the Authenticating Agent will authenticate and the Certificate Registrar will deliver, in exchange for such Book-Entry Certificates, Definitive Certificates in a Denomination equal to the aggregate Denomination of such Book-Entry Certificates to the party so requesting such Definitive Certificates. In such event, the Certificate Registrar shall ~~have any responsibility whatsoever~~ notify the affected Certificate Owners and make appropriate arrangements for the effectuation of the purpose of this clause. (f) Upon acceptance for exchange or transfer of a beneficial interest in a Book-Entry Certificate for a Definitive Certificate, as provided herein, the Certificate Registrar shall endorse on a schedule affixed to ~~monitor or restrict~~ the ~~Transfer of ownership interests in any~~ related Book-Entry Certificate (~~including but not limited~~ or on a continuation of such schedule affixed to such Book-Entry Certificate and made a part thereof) an appropriate notation evidencing the date of such exchange or transfer and a decrease in the Denomination of such Book-Entry Certificate equal to the Denomination of such Definitive Certificate issued in exchange therefor or upon transfer thereof. (g) If a Holder of a Definitive Certificate wishes at any ~~Non~~time to transfer such Certificate to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Book-~~Registered~~ Entry Certificate, such transfer may be effected only in accordance with Applicable Procedures, Section 5.02(b) ~~which interests are transferable through~~ and this Section 5.03(g). Upon receipt by the ~~book-entry facilities~~ Certificate Registrar at the Registrar Office of (i) the Definitive Certificate to be transferred with an assignment and transfer pursuant to Section 5.02(a), and all required items pursuant to Section 5.02(b)(v), the Certificate Registrar shall cancel such Definitive Certificate, execute and deliver a new Definitive Certificate for the Denomination of the ~~Depository~~Definitive Certificate not so transferred, registered in the name of the Holder or the Holder's transferee (as instructed by the Holder), and the Certificate Registrar as custodian of the Book-Entry Certificates shall increase the Denomination of the related Book-Entry Certificate by the Denomination of the Definitive Certificate to be so transferred, and credit or cause to be credited to the account of the Person specified in such instructions a corresponding Denomination of such Book-Entry Certificate.

Appears in 3 contracts

Samples: Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2006-Cibc17), Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2007-Cibc20), Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Corp. Commercial Mortgage Pass-Through Certificates, Series 2004-C2)

Book-Entry Certificates. (a) The Certificates (other than the Class R and Class V Certificates) ~~shall~~ shall, in the case of each Class of Certificates, initially be issued as one or more Certificates registered in the name of the Depository or its nominee and, except as provided in Section 5.02(b) and Section 5.03(c), a Transfer of such Certificates may not be registered by the Certificate Registrar unless such Transfer is to a successor Depository that agrees to hold such Certificates for the respective Certificate Owners with Ownership Interests therein. Such Certificate Owners shall hold and Transfer their respective Ownership Interests in and to such Certificates through the book-entry facilities of the Depository and, except as provided in Section 5.03(c) below, shall not be entitled to definitive, fully registered Certificates (“Definitive Certificates”) in respect of such Ownership Interests. The Classes of Non-Registered Certificates initially sold to Qualified Institutional Buyers in reliance on Rule 144A or in reliance on another exemption from the registration requirements of the Securities Act shall, in the case of each such Class, be represented by the Rule 144A Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. The Classes of Non-Registered Certificates initially sold to ~~institutions that are~~ non-United States Securities Persons in Offshore Transactions in reliance on Regulation S shall, in the case of each such Class, be represented by the Regulation S Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. All Transfers by Certificate Owners of their respective Ownership Interests in the Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing each such Certificate Owner. Each Depository Participant shall only transfer the Ownership Interests in the Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository’s normal procedures. (b) The Certificate Administrator, the Master ~~Servicer~~Servicers, the Special ~~Servicer~~Servicers, the Trustee, the Depositor and the Certificate Registrar may for all purposes, including the making of payments due on the Book-Entry Certificates, deal with the Depository as the authorized representative of the Certificate Owners with respect to such Certificates for the purposes of exercising the rights of Certificateholders hereunder. Except as expressly provided to the contrary herein, the rights of Certificate Owners with respect to the Book-Entry Certificates shall be limited to those established by law and agreements between such Certificate Owners and the Depository Participants and brokerage firms representing such Certificate Owners. Multiple requests and directions from, and votes of, the Depository as Holder of the Book-Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Certificate Owners. The Certificate Administrator may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and shall give notice to the Depository of such record date. (c) If (i)(A) the Depositor advises the Certificate Administrator, the Trustee and the Certificate Registrar in writing that the Depository is no longer willing or able to properly discharge its responsibilities with respect to a Class of the Book-Entry Certificates, and (B) the Depositor is unable to locate a qualified successor, or (ii) the Depositor at its option advises the Trustee, the Certificate Administrator and the Certificate Registrar in writing that it elects to terminate the book-entry system through the Depository with respect to a Class of Book-Entry Certificates, the Certificate Registrar shall notify all affected Certificate Owners, through the Depository, of the occurrence of any such event and of the availability of Definitive Certificates to such Certificate Owners requesting the same. Upon surrender to the Certificate Registrar of the Book-Entry Certificates of any Class thereof by the Depository, accompanied by registration instructions from the Depository for registration of transfer, the Certificate Registrar shall execute, and the Authenticating Agent shall authenticate and deliver, the Definitive Certificates in respect of such Class to the Certificate Owners identified in such instructions. None of the Depositor, the Master ~~Servicer~~Servicers, the Special ~~Servicer~~Servicers, the Certificate Administrator, the Trustee or the Certificate Registrar shall be liable for any delay in delivery of such instructions, and each of them may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates for purposes of evidencing ownership of any Class of Registered Certificates, the registered holders of such Definitive Certificates shall be recognized as Certificateholders hereunder and, accordingly, shall be entitled directly to receive payments on, to exercise Voting Rights with respect to, and to transfer and exchange such Definitive Certificates. (d) Notwithstanding any other provisions contained herein, neither the Certificate Administrator nor the Certificate Registrar shall have any responsibility whatsoever to monitor or restrict the Transfer of ownership interests in any Certificate (including but not limited to any Non-Registered Certificate) which interests are transferable through the book-entry facilities of the Depository.

Appears in 3 contracts

Samples: Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2014-C19), Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2013-C16), Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2013-C16)

Book-Entry Certificates. (a) The Regular Certificates ~~(other than the Class R and Class V Certificates)~~ shall initially be issued as one or more Certificates registered in the name of the Depository or its nominee and, except as provided in ~~Section 5.02(b~~subsection (c) ~~and Section 5.03(c)~~below, ~~a Transfer~~ transfer of such Certificates may not be registered by the Certificate Registrar unless such ~~Transfer~~ transfer is to a successor ~~Depository~~ depository that agrees to hold such Certificates for the respective Certificate Owners with Ownership Interests therein. Such Certificate Owners shall hold and ~~Transfer~~ transfer their respective Ownership Interests in and to such Certificates through the book-entry facilities of the Depository and, except as provided in Section ~~5.03(c~~5.02(d) above or subsection (c) below, shall not be entitled to ~~definitive, fully registered~~ Definitive Certificates ~~(“Definitive Certificates”)~~ in respect of such Ownership Interests. The Classes of Non-Registered Certificates initially sold to Qualified Institutional Buyers in reliance on Rule 144A or in reliance on another exemption from the registration requirements of the Securities Act shall, in the case of each such Class, be represented by the Rule 144A Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. The Classes of Non-Registered Certificates initially sold to institutions that are non-United States Securities Persons in Offshore Transactions in reliance on Regulation S shall, in the case of each such Class, be represented by the Regulation S Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. All ~~Transfers~~ transfers by Certificate Owners of their respective Ownership Interests in the Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing ~~each~~ such Certificate Owner. Each Depository Participant shall only transfer the Ownership Interests in the Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository’s 's normal procedures. (b) The ~~Certificate Administrator~~Trustee, the Paying Agent, the Master Servicer, the Special Servicer~~, the Trustee~~, the Depositor and the Certificate Registrar may for all purposes, including the making of payments due on the Book-Entry Certificates, deal with the Depository as the authorized representative of the Certificate Owners with respect to such Certificates for the purposes of exercising the rights of Certificateholders hereunder. ~~Except as expressly provided to the contrary herein, the~~ The rights of Certificate Owners with respect to the Book-Entry Certificates shall be limited to those established by law and agreements between such Certificate Owners and the Depository Participants and brokerage firms representing such Certificate Owners. Multiple requests and directions from, and votes of, the Depository as Holder of the Book-Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Certificate Owners. The ~~Certificate Administrator~~ Paying Agent may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and shall give notice to the Depository of such record date. (c) If (i)(A) the Depositor advises the ~~Certificate Administrator~~Trustee, the ~~Trustee~~ Paying Agent and the Certificate Registrar in writing that the Depository is no longer willing or able to properly discharge its responsibilities with respect to ~~a Class of~~ the Book-Entry ~~Certificates,~~ Certificates and (B) the Depositor is unable to locate a qualified successor, or (ii) the Depositor at its option advises the Trustee, the ~~Certificate Administrator~~ Paying Agent and the Certificate Registrar in writing that it elects to terminate the book-entry system through the ~~Depository with respect to a Class of Book-Entry Certificates~~Depository, the ~~Certificate Registrar~~ Paying Agent shall notify ~~all~~ the affected Certificate Owners, through the ~~Depository~~Depository with respect to all, any Class or any portion of any Class of the Certificates or (iii) the Certificate Registrar determines that Definitive Certificates are required in accordance with the provisions of Section 5.03(e), of the occurrence of any such event and of the availability of Definitive Certificates to ~~such~~ Certificate Owners requesting the same. Upon surrender to the Certificate Registrar of the Book-Entry Certificates by the Depository or any custodian acting on behalf of ~~any Class thereof by~~ the Depository, accompanied by registration instructions from the Depository for registration of transfer, the Certificate Registrar shall execute, and the Authenticating Agent shall authenticate and deliver, within 5 Business Days of such request if made at the Registrar Office, or within 10 Business Days if made at the office of a transfer agent (other than the Certificate Registrar), the Definitive Certificates ~~in respect of such Class~~ to the Certificate Owners identified in such instructions. None of the Depositor, the Master Servicer, the Trustee, the Paying Agent, the Special Servicer, the ~~Certificate Administrator, the Trustee or~~ Authenticating Agent and the Certificate Registrar shall be liable for any delay in delivery of such ~~instructions,~~ instructions and ~~each of them~~ may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates for purposes of evidencing ownership of any Class of ~~Registered~~ Certificates, the registered ~~holders~~ Holders of such Definitive Certificates shall be recognized as Certificateholders hereunder and, accordingly, shall be entitled directly to receive payments on, to exercise Voting Rights with respect to, and to transfer and exchange such Definitive Certificates. (d) ~~Notwithstanding any other provisions contained herein, neither~~ The Book-Entry Certificates (i) shall be delivered by the Certificate ~~Administrator nor~~ Registrar to the Depository, or pursuant to the Depository's instructions, and shall be registered in the name of Cede & Co. 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 Certificate Registrar for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other 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), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. The Book-Entry Certificates may be deposited with such other Depository as the Certificate Registrar may from time to time designate, and shall bear such legend as may be appropriate. (e) If the Trustee has instituted or if the Special Servicer or the Master Servicer, on the Trustee's behalf, 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 all or any portion of the Certificates evidenced by Book-Entry Certificates, the Trustee may in its sole discretion determine that such Certificates shall no longer be represented by such Book-Entry Certificates. In such event, the Certificate Registrar will execute, the Authenticating Agent will authenticate and the Certificate Registrar will deliver, in exchange for such Book-Entry Certificates, Definitive Certificates in a Denomination equal to the aggregate Denomination of such Book-Entry Certificates to the party so requesting such Definitive Certificates. In such event, the Certificate Registrar shall ~~have any responsibility whatsoever~~ notify the affected Certificate Owners and make appropriate arrangements for the effectuation of the purpose of this clause. (f) Upon acceptance for exchange or transfer of a beneficial interest in a Book-Entry Certificate for a Definitive Certificate, as provided herein, the Certificate Registrar shall endorse on a schedule affixed to ~~monitor or restrict~~ the ~~Transfer of ownership interests in any~~ related Book-Entry Certificate (~~including but not limited~~ or on a continuation of such schedule affixed to ~~any Non~~such Book-~~Registered~~ Entry Certificate and made a part thereof) an appropriate notation evidencing the date of such exchange or transfer and a decrease in the Denomination of such Book-Entry Certificate equal to the Denomination of such Definitive Certificate issued in exchange therefor or upon transfer thereof. (g) If a Holder of a Definitive Certificate (other than a Definitive Certificate that is a Class S Certificate) ~~which interests are transferable through~~ wishes at any time to transfer such Certificate to a Person who wishes to take delivery thereof in the ~~book~~form of a beneficial interest in the Book-~~entry facilities~~ Entry Certificate, such transfer may be effected only in accordance with Applicable Procedures, Section 5.02(b) and this Section 5.03(g). Upon receipt by the Certificate Registrar at the Registrar Office of (i) the Definitive Certificate to be transferred with an assignment and transfer pursuant to Section 5.02(a), and all required items pursuant to Section 5.02(b)(v), the Certificate Registrar shall cancel such Definitive Certificate, execute and deliver a new Definitive Certificate for the Denomination of the ~~Depository~~Definitive Certificate not so transferred, registered in the name of the Holder or the Holder's transferee (as instructed by the Holder), and the Certificate Registrar as custodian of the Book-Entry Certificates shall increase the Denomination of the related Book-Entry Certificate by the Denomination of the Definitive Certificate to be so transferred, and credit or cause to be credited to the account of the Person specified in such instructions a corresponding Denomination of such Book-Entry Certificate.

Appears in 3 contracts

Samples: Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Corp. Commercial Mortgage Pass-Through Certificates, Series 2004-C3), Pooling and Servicing Agreement (JPMorgan Chase Commercial Mortgage Securities Corp Series 2005-Ldp3), Pooling and Servicing Agreement (JPMorgan Chase Commercial Mortgage Securities Corp Series 2005-Ldp3)

Book-Entry Certificates. (a) ~~The~~ Each Class of Regular Certificates ~~(other than the Class R and Class V Certificates)~~ shall initially be issued as one or more Certificates registered in the name of the Depository or its nominee and, except as provided in Section ~~5.02(b~~5.03(c) and in the fifth paragraph of Section ~~5.03(c~~5.02(b), a Transfer of such Certificates may not be registered by the Certificate Registrar unless such ~~Transfer~~ transfer is to a successor Depository that agrees to hold such Certificates for the respective Certificate Owners with Ownership Interests therein. Such Certificate Owners shall hold and Transfer their respective Ownership Interests in and to such Certificates through the book-entry facilities of the Depository and, except as provided in Section 5.03(c) ~~below~~and in the fifth paragraph of Section 5.02(b), shall not be entitled to definitive, fully registered Certificates (“"Definitive Certificates”") in respect of such Ownership Interests. The ~~Classes of Non-Registered~~ Class XC, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class P and Class Q Certificates initially sold to Qualified Institutional Buyers in reliance on Rule 144A or in reliance on another exemption from the registration requirements of the Securities Act shall, in the case of each such Class, be represented by the Rule 144A Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. The Classes of Non-Registered Certificates initially sold to institutions that are non-United States Securities Persons in Offshore Transactions in reliance on Regulation S shall, in the case of each such Class, be represented by the Regulation S Global Certificate for such Class, which shall be deposited with the Certificate Administrator Trustee as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. All Transfers by Certificate Owners of their respective Ownership Interests in the Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing each such Certificate Owner. Each Depository Participant shall only transfer the Ownership Interests in the Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository’s 's normal procedures. Each Certificate Owner is deemed, by virtue of its acquisition of an Ownership Interest in the applicable Class of Book-Entry Certificates, to agree to comply with the transfer requirements provided for in Section 5.02. (b) The ~~Certificate Administrator~~Trustee, the Master Servicer, the Special Servicer~~, the Trustee~~, the Depositor and the Certificate Registrar may for all purposes, including the making of payments due on the Book-Entry Certificates, deal with the Depository as the authorized representative of the Certificate Owners with respect to such Certificates for the purposes of exercising the rights of Certificateholders hereunder. ~~Except as expressly provided to the contrary herein, the~~ The rights of Certificate Owners with respect to the Book-Entry Certificates shall be limited to those established by law and agreements between such Certificate Owners and the Depository Participants and brokerage firms representing such Certificate Owners. Multiple requests and directions from, and votes of, the Depository as Holder of the Book-Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Certificate Owners. The ~~Certificate Administrator~~ Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and shall give notice to the Depository of such record date. (c) If (i)(A) the Depositor advises ~~the Certificate Administrator,~~ the Trustee and the Certificate Registrar in writing that the Depository is no longer willing or able to properly discharge its responsibilities with respect to a Class of the Book-Entry Certificates, and (B) the Depositor is unable to locate a qualified successor, or (ii) the Depositor at its option advises the ~~Trustee, the Certificate Administrator~~ Trustee and the Certificate Registrar in writing that it elects to terminate the book-entry system through the Depository with respect to a Class of Book-Entry Certificates, the Certificate Registrar shall notify all affected Certificate Owners, through the Depository, of the occurrence of any such event and of the availability of Definitive Certificates to such Certificate Owners requesting the same. Upon surrender to the Certificate Registrar of the Book-Entry Certificates of any Class thereof by the Depository, accompanied by registration instructions from the Depository for registration of transfer, the Certificate Registrar shall execute, and the Authenticating Agent shall authenticate and deliver, the Definitive Certificates in respect of such Class to the Certificate Owners identified in such instructions. None of the Depositor, the Master Servicer, the Special Servicer, the ~~Certificate Administrator, the~~ Trustee or the Certificate Registrar shall be liable for any delay in delivery of such instructions, and each of them may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates for purposes of evidencing ownership of any Class of Registered Certificates, the registered holders of such Definitive Certificates shall be recognized as Certificateholders hereunder and, accordingly, shall be entitled directly to receive payments on, to exercise Voting Rights with respect to, and to transfer and exchange such Definitive Certificates. (d) Notwithstanding any other provisions contained herein, neither the ~~Certificate Administrator~~ Trustee nor the Certificate Registrar shall have any responsibility whatsoever to monitor or restrict the Transfer of ownership interests in any Certificate (including but not limited to any Non-Registered Certificate or any Subordinated Certificate) which interests are transferable through the book-entry facilities of the Depository.

Appears in 3 contracts

Samples: Pooling and Servicing Agreement (Merrill Lynch Mortgage Trust 2005-McP1), Pooling and Servicing Agreement (Merrill Lynch Mortgage Investors Inc), Pooling and Servicing Agreement (Merrill Lynch Mortgage Trust 2005-McP1)

Book-Entry Certificates. (a) ~~The~~ Each Class of Regular Interest Certificates ~~(other than the Class R and Class V Certificates)~~ shall initially be issued as one or more Certificates registered in the name of the Depository or its nominee and, except as provided in Section ~~5.02(b~~5.03(c) and in the fifth paragraph of Section ~~5.03(c~~5.02(b), a Transfer of such Certificates may not be registered by the Certificate Registrar unless such Transfer is to a successor Depository that agrees to hold such Certificates for the respective Certificate Owners with Ownership Interests therein. Such Certificate Owners shall hold and Transfer their respective Ownership Interests in and to such Certificates through the book-entry facilities of the Depository and, except as provided in Section 5.03(c) ~~below~~and in the fifth paragraph of Section 5.02(b), shall not be entitled to definitive, fully registered Certificates (“"Definitive Certificates”") in respect of such Ownership Interests. The ~~Classes of Non~~Class X-~~Registered~~ CL, Class X-CP, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class P, Class Q, Class S and Class T Certificates initially sold to Qualified Institutional Buyers in reliance on Rule 144A or in reliance on another exemption from the registration requirements of the Securities Act shall, in the case of each such Class, be represented by the Rule 144A Global Certificate for such Class, which shall be deposited with the ~~Certificate Administrator~~ Trustee as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. The ~~Classes of Non~~Class X-~~Registered~~ CL, Class X-CP, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class P, Class Q, Class S and Class T Certificates initially sold ~~to institutions that are non-United States Securities Persons~~ in ~~Offshore Transactions~~ offshore transactions in reliance on Regulation S shall, in the case of each such Class, be represented by the Regulation S Global Certificate for such Class, which shall be deposited with the ~~Certificate Administrator~~ Trustee as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. All Transfers by Certificate Owners of their respective Ownership Interests in the Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing each such Certificate Owner. Each Depository Participant shall only transfer the Ownership Interests in the Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository’s 's normal procedures. Each Certificate Owner is deemed, by virtue of its acquisition of an Ownership Interest in the applicable Class of Book-Entry Certificates, to agree to comply with the transfer requirements provided for in Section 5.02. (b) The ~~Certificate Administrator~~Trustee, the Master Servicer, the Special Servicer~~, the Trustee~~, the Depositor and the Certificate Registrar may for all purposes, including the making of payments due on the Book-Entry Certificates, deal with the Depository as the authorized representative of the Certificate Owners with respect to such Certificates for the purposes of exercising the rights of Certificateholders hereunder. ~~Except as expressly provided to the contrary herein, the~~ The rights of Certificate Owners with respect to the Book-Entry Certificates shall be limited to those established by law and agreements between such Certificate Owners and the Depository Participants and brokerage firms representing such Certificate Owners. Multiple requests and directions from, and votes of, the Depository as Holder of the Book-Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Certificate Owners. The ~~Certificate Administrator~~ Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and shall give notice to the Depository of such record date. (c) If (i)(A) the Depositor advises ~~the Certificate Administrator,~~ the Trustee and the Certificate Registrar in writing that the Depository is no longer willing or able to properly discharge its responsibilities with respect to a Class of the Book-Entry Certificates, and (B) the Depositor is unable to locate a qualified successor, or (ii) the Depositor at notifies the Depository of its ~~option advises the Trustee, the Certificate Administrator and the Certificate Registrar in writing that it elects~~ intent to terminate the book-entry system through the Depository with respect to a Class of Book-Entry ~~Certificates~~Certificates and (in the event applicable law and/or the Depository's procedures require that the Depository Participants holding Ownership Interests in such Class of Book-Entry Certificates submit a withdrawal request to the Depository in order to so terminate the book-entry system) the Depositor additionally notifies those Depository Participants and those Depository Participants submit a withdrawal request with respect to such termination, then the Certificate Registrar shall notify all affected Certificate Owners, through the Depository, of the occurrence of any such event and of the availability of Definitive Certificates to such Certificate Owners requesting the same. Upon surrender to the Certificate Registrar of the Book-Entry Certificates of any Class thereof by the Depository, accompanied by registration instructions from the Depository for registration of transfer, the Certificate Registrar shall execute, and the Authenticating Agent shall authenticate and deliver, the Definitive Certificates in respect of such Class to the Certificate Owners identified in such instructions. None of the Depositor, the Master Servicer, the Special Servicer, the ~~Certificate Administrator, the~~ Trustee or the Certificate Registrar shall be liable for any delay in delivery of such instructions, and each of them may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates for purposes of evidencing ownership of any Class of Registered Certificates, the registered holders of such Definitive Certificates shall be recognized as Certificateholders hereunder and, accordingly, shall be entitled directly to receive payments on, to exercise Voting Rights with respect to, and to transfer and exchange such Definitive Certificates. (d) Notwithstanding any other provisions contained herein, neither the ~~Certificate Administrator~~ Trustee nor the Certificate Registrar shall have any responsibility whatsoever to monitor or restrict the Transfer of ownership interests in any Certificate (including but not limited to any Non-Registered Certificate or any Subordinate Certificate) which interests are transferable through the book-entry facilities of the Depository.

Appears in 3 contracts

Samples: Pooling and Servicing Agreement (LB-UBS Commercial Mortgage Trust 2004-C8), Pooling and Servicing Agreement (LB-UBS Commercial Mortgage Trust 2004-C8), Pooling and Servicing Agreement (LB-UBS Commercial Mortgage Trust 2004-C6)

Book-Entry Certificates. (a) ~~The~~ Other than in connection with the initial issuance in definitive form of the Class X-Y Certificates, the Certificates (other than the Class R ~~and Class V~~ Certificates) shall initially be issued as one or more Certificates registered in the name of the Depository or its nominee and, except as provided in Section 5.02(b) and Section 5.03(c), a Transfer of such Certificates may not be registered by the Certificate Registrar unless such Transfer is to a successor Depository that agrees to hold such Certificates for the respective Certificate Owners with Ownership Interests therein. Such Certificate Owners shall hold and Transfer their respective Ownership Interests in and to such Certificates through the book-entry facilities of the Depository and, except as provided in Section 5.03(c) below, shall not be entitled to definitive, fully registered Certificates (“Definitive Certificates”) in respect of such Ownership Interests. The Classes of Non-Registered Certificates initially sold to Qualified Institutional Buyers in reliance on Rule 144A or in reliance on another exemption from the registration requirements of the Securities Act shall, in the case of each such Class, be represented by the Rule 144A Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. The Classes of Non-Registered Certificates initially sold to institutions that are non-United States Securities Persons in Offshore Transactions in reliance on Regulation S shall, in the case of each such Class, be represented by the Regulation S Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. All Transfers by Certificate Owners of their respective Ownership Interests in the Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing each such Certificate Owner. Each Depository Participant shall only transfer the Ownership Interests in the Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository’s normal procedures. (b) The Certificate Administrator, the Master ~~Servicer~~Servicers, the Special ~~Servicer~~Servicers, the Trustee, the Depositor and the Certificate Registrar may for all purposes, including the making of payments due on the Book-Entry Certificates, deal with the Depository as the authorized representative of the Certificate Owners with respect to such Certificates for the purposes of exercising the rights of Certificateholders hereunder. Except as expressly provided to the contrary herein, the rights of Certificate Owners with respect to the Book-Entry Certificates shall be limited to those established by law and agreements between such Certificate Owners and the Depository Participants and brokerage firms representing such Certificate Owners. Multiple requests and directions from, and votes of, the Depository as Holder of the Book-Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Certificate Owners. The Certificate Administrator may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and shall give notice to the Depository of such record date. (c) If (i)(A) the Depositor advises the Certificate Administrator, the Trustee and the Certificate Registrar in writing that the Depository is no longer willing or able to properly discharge its responsibilities with respect to a Class of the Book-Entry Certificates, and (B) the Depositor is unable to locate a qualified successor, or (ii) the Depositor at its option advises the Trustee, the Certificate Administrator and the Certificate Registrar in writing that it elects to terminate the book-entry system through the Depository with respect to a Class of Book-Entry Certificates, the Certificate Registrar shall notify all affected Certificate Owners, through the Depository, of the occurrence of any such event and of the availability of Definitive Certificates to such Certificate Owners requesting the same. Upon surrender to the Certificate Registrar of the Book-Entry Certificates of any Class thereof by the Depository, accompanied by registration instructions from the Depository for registration of transfer, the Certificate Registrar shall execute, and the Authenticating Agent shall authenticate and deliver, the Definitive Certificates in respect of such Class to the Certificate Owners identified in such instructions. None of the Depositor, the Master ~~Servicer~~Servicers, the Special ~~Servicer~~Servicers, the Certificate Administrator, the Trustee or the Certificate Registrar shall be liable for any delay in delivery of such instructions, and each of them may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates for purposes of evidencing ownership of any Class of Registered Certificates, the registered holders of such Definitive Certificates shall be recognized as Certificateholders hereunder and, accordingly, shall be entitled directly to receive payments on, to exercise Voting Rights with respect to, and to transfer and exchange such Definitive Certificates. (d) Notwithstanding any other provisions contained herein, neither the Certificate Administrator nor the Certificate Registrar shall have any responsibility whatsoever to monitor or restrict the Transfer of ownership interests in any Certificate (including but not limited to any Non-Registered Certificate) which interests are transferable through the book-entry facilities of the Depository.

Appears in 3 contracts

Samples: Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2014-C23), Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2014-C24), Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2014-C23)

Book-Entry Certificates. (a) ~~The~~ Each Class of Regular Certificates ~~(other than the Class R and Class V Certificates)~~ shall initially be issued as one or more Certificates registered in the name of the Depository or its nominee and, except as provided in Section ~~5.02(b~~5.03(c) ~~and Section 5.03(c)~~below, ~~a Transfer~~ transfer of such Certificates may not be registered by the Certificate Registrar unless such ~~Transfer~~ transfer is to a successor Depository that agrees to hold such Certificates for the respective Certificate Owners with Ownership Interests therein. Such Certificate Owners shall hold and ~~Transfer~~ transfer their respective Ownership Interests in and to such Certificates through the book-entry facilities of the Depository and, except as provided in Section 5.03(c) below, shall not be entitled to definitive, fully registered Certificates (“"Definitive Certificates”") in respect of such Ownership Interests. The Classes of Non-Registered Certificates initially sold to Qualified Institutional Buyers in reliance on Rule 144A or in reliance on another exemption from the registration requirements of the Securities Act shall, in the case of each such Class, be represented by the Rule 144A Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. The Classes of Non-Registered Certificates initially sold to institutions that are non-United States Securities Persons in Offshore Transactions in reliance on Regulation S shall, in the case of each such Class, be represented by the Regulation S Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. All ~~Transfers~~ transfers by Certificate Owners of their respective Ownership Interests in the Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing each such Certificate Owner. Each Depository Participant shall only transfer the Ownership Interests in the Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository’s 's normal procedures. (b) The ~~Certificate Administrator~~Trustee, the Master Servicer, the Special Servicer~~, the Trustee~~, the Depositor and the Certificate Registrar may for all purposes, including the making of payments due on the Book-Entry Certificates, deal with the Depository as the authorized representative of the Certificate Owners with respect to such Certificates for the purposes of exercising the rights of Certificateholders hereunder. ~~Except as expressly provided to the contrary herein, the~~ The rights of Certificate Owners with respect to the Book-Entry Certificates shall be limited to those established by law and agreements between such Certificate Owners and the Depository Participants and brokerage firms representing such Certificate Owners. Multiple requests and directions from, and votes of, the Depository as Holder of the Book-Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Certificate Owners. The ~~Certificate Administrator~~ Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and shall give notice to the Depository of such record date. (c) If (i)(A) the Depositor advises ~~the Certificate Administrator,~~ the Trustee and the Certificate Registrar in writing that the Depository is no longer willing or able to properly discharge its responsibilities with respect to a Class of the Book-Entry Certificates, and (B) the Depositor is unable to locate a qualified successor, or (ii) the Depositor at its option advises the ~~Trustee, the Certificate Administrator~~ Trustee and the Certificate Registrar in writing that it elects to terminate the book-entry system through the Depository with respect to a Class of Book-Entry Certificates, the Certificate Registrar shall notify all affected Certificate Owners, through the Depository, of the occurrence of any such event and of the availability of Definitive Certificates to such Certificate Owners requesting the same. Upon surrender to the Certificate Registrar of the Book-Entry Certificates of any Class thereof by the Depository, accompanied by registration instructions from the Depository for registration of transfer, the Certificate Registrar shall execute, at the Depositor's expense, and the Authenticating Agent shall authenticate and deliver, the Definitive Certificates in respect of such Class to the Certificate Owners identified in such instructions. The Depositor shall provide the Certificate Registrar with an adequate inventory of Definitive Certificates. None of the Depositor, the Master Servicer, the Special Servicer~~, the Certificate Administrator~~, the Trustee or the Certificate Registrar shall be liable for any delay in delivery of such ~~instructions,~~ instructions and ~~each of them~~ may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates for purposes of evidencing ownership of any Class of Registered Certificates, the registered holders of such Definitive Certificates shall be recognized as Certificateholders hereunder and, accordingly, shall be entitled directly to receive payments on, to exercise Voting Rights with respect to, and to transfer and exchange such Definitive Certificates. (d) Notwithstanding any other provisions contained herein, neither the ~~Certificate Administrator~~ Trustee nor the Certificate Registrar shall have any responsibility whatsoever to monitor or restrict the ~~Transfer~~ transfer of ownership interests in any Certificate (including but not limited to any Non-Registered Certificate or any Subordinated Certificate) which interests are transferable through the book-entry facilities of the Depository.

Appears in 3 contracts

Samples: Pooling and Servicing Agreement (Wachovia Commercial Mort Pass Thru Cert Ser 2002-C2), Pooling and Servicing Agreement (Merrill Lynch Mort Inv Inc Com MRT Pas THR Cert Ser 2002 Mw1), Pooling and Servicing Agreement (Commercial Mortgage Pass Through Certiticates Series 1999 C2)

Book-Entry Certificates. (a) The Regular Certificates ~~(other than the Class R and Class V Certificates)~~ shall initially be issued as one or more Certificates registered in the name of the Depository or its nominee and, except as provided in ~~Section 5.02(b~~subsection (c) ~~and Section 5.03(c)~~below, ~~a Transfer~~ transfer of such Certificates may not be registered by the Certificate Registrar unless such ~~Transfer~~ transfer is to a successor Depository that agrees to hold such Certificates for the respective Certificate Owners with Ownership Interests therein. Such Certificate Owners shall hold and ~~Transfer~~ transfer their respective Ownership Interests in and to such Certificates through the book-entry facilities of the Depository and, except as provided in Section ~~5.03(c~~5.02(d) above or subsection (c) below, shall not be entitled to ~~definitive, fully registered~~ Definitive Certificates ~~(“Definitive Certificates”)~~ in respect of such Ownership Interests. The Classes of Non-Registered Certificates initially sold to Qualified Institutional Buyers in reliance on Rule 144A or in reliance on another exemption from the registration requirements of the Securities Act shall, in the case of each such Class, be represented by the Rule 144A Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. The Classes of Non-Registered Certificates initially sold to institutions that are non-United States Securities Persons in Offshore Transactions in reliance on Regulation S shall, in the case of each such Class, be represented by the Regulation S Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. All ~~Transfers~~ transfers by Certificate Owners of their respective Ownership Interests in the Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing ~~each~~ such Certificate Owner. Each Depository Participant shall only transfer the Ownership Interests in the Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository’s 's normal procedures. (b) The ~~Certificate Administrator~~Trustee, the ~~Master~~ Paying Agent, the Servicer, the Special Servicer~~, the Trustee~~, the Depositor and the Certificate Registrar may for all purposes, including the making of payments due on the Book-Entry Certificates, deal with the Depository as the authorized representative of the Certificate Owners with respect to such Certificates for the purposes of exercising the rights of Certificateholders hereunder. ~~Except as expressly provided to the contrary herein, the~~ The rights of Certificate Owners with respect to the Book-Entry Certificates shall be limited to those established by law and agreements between such Certificate Owners and the Depository Participants and brokerage firms representing such Certificate Owners. Multiple requests and directions from, and votes of, the Depository as Holder of the Book-Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Certificate Owners. The ~~Certificate Administrator~~ Paying Agent may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and shall give notice to the Depository of such record date. (c) If (i)(A) the Depositor advises the ~~Certificate Administrator~~Trustee, the ~~Trustee~~ Paying Agent and the Certificate Registrar in writing that the Depository is no longer willing or able to properly discharge its responsibilities with respect to ~~a Class of~~ the Book-Entry ~~Certificates,~~ Certificates and (B) the Depositor is unable to locate a qualified successor, or (ii) the Depositor at its option advises the Trustee, the ~~Certificate Administrator~~ Paying Agent and the Certificate Registrar in writing that it elects to terminate the book-entry system through the ~~Depository with respect to a Class of Book-Entry Certificates~~Depository, the ~~Certificate Registrar~~ Paying Agent shall notify ~~all~~ the affected Certificate Owners, through the ~~Depository~~Depository with respect to all, any Class or any portion of any Class of the Certificates or (iii) the Certificate Registrar determines that Definitive Certificates are required in accordance with the provisions of Section 5.03(e), of the occurrence of any such event and of the availability of Definitive Certificates to ~~such~~ Certificate Owners requesting the same. Upon surrender to the Certificate Registrar of the Book-Entry Certificates by the Depository or any custodian acting on behalf of ~~any Class thereof by~~ the Depository, accompanied by registration instructions from the Depository for registration of transfer, the Certificate Registrar shall execute, and the Authenticating Agent shall authenticate and deliver, within 5 Business Days of such request if made at the Registrar Office, or within 10 Business Days if made at the office of a transfer agent (other than the Certificate Registrar), the Definitive Certificates ~~in respect of such Class~~ to the Certificate Owners identified in such instructions. None of the Depositor, the ~~Master~~ Servicer, the Trustee, the Paying Agent, the Special Servicer, the ~~Certificate Administrator, the Trustee or~~ Authenticating Agent and the Certificate Registrar shall be liable for any delay in delivery of such ~~instructions,~~ instructions and ~~each of them~~ may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates for purposes of evidencing ownership of any Class of ~~Registered~~ Certificates, the registered ~~holders~~ Holders of such Definitive Certificates shall be recognized as Certificateholders hereunder and, accordingly, shall be entitled directly to receive payments on, to exercise Voting Rights with respect to, and to transfer and exchange such Definitive Certificates. (d) ~~Notwithstanding any other provisions contained herein, neither~~ The Book-Entry Certificates (i) shall be delivered by the Certificate ~~Administrator nor~~ Registrar to the Depository, or pursuant to the Depository's instructions, and shall be registered in the name of Cede & Co. 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 Certificate Registrar for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other 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), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. The Book-Entry Certificates may be deposited with such other Depository as the Certificate Registrar may from time to time designate, and shall bear such legend as may be appropriate. (e) If the Trustee has instituted or if the Special Servicer or the Servicer, on the Trustee's behalf, 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 all or any portion of the Certificates evidenced by Book-Entry Certificates, the Trustee may in its sole discretion determine that such Certificates shall no longer be represented by such Book-Entry Certificates. In such event, the Certificate Registrar will execute, the Authenticating Agent will authenticate and the Certificate Registrar will deliver, in exchange for such Book-Entry Certificates, Definitive Certificates in a Denomination equal to the aggregate Denomination of such Book-Entry Certificates to the party so requesting such Definitive Certificates. In such event, the Certificate Registrar shall ~~have any responsibility whatsoever~~ notify the affected Certificate Owners and make appropriate arrangements for the effectuation of the purpose of this clause. (f) Upon acceptance for exchange or transfer of a beneficial interest in a Book-Entry Certificate for a Definitive Certificate, as provided herein, the Certificate Registrar shall endorse on a schedule affixed to ~~monitor or restrict~~ the ~~Transfer of ownership interests in any~~ related Book-Entry Certificate (~~including but not limited~~ or on a continuation of such schedule affixed to such Book-Entry Certificate and made a part thereof) an appropriate notation evidencing the date of such exchange or transfer and a decrease in the Denomination of such Book-Entry Certificate equal to the Denomination of such Definitive Certificate issued in exchange therefor or upon transfer thereof. (g) If a Holder of a Definitive Certificate wishes at any ~~Non~~time to transfer such Certificate to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Book-~~Registered~~ Entry Certificate, such transfer may be effected only in accordance with Applicable Procedures, Section 5.02(b) ~~which interests are transferable through~~ and this Section 5.03(g). Upon receipt by the ~~book-entry facilities~~ Certificate Registrar at the Registrar Office of (i) the Definitive Certificate to be transferred with an assignment and transfer pursuant to Section 5.02(a), and all required items pursuant to Section 5.02(b)(v), the Certificate Registrar shall cancel such Definitive Certificate, execute and deliver a new Definitive Certificate for the Denomination of the ~~Depository~~Definitive Certificate not so transferred, registered in the name of the Holder or the Holder's transferee (as instructed by the Holder), and the Certificate Registrar as custodian of the Book-Entry Certificates shall increase the Denomination of the related Book-Entry Certificate by the Denomination of the Definitive Certificate to be so transferred, and credit or cause to be credited to the account of the Person specified in such instructions a corresponding Denomination of such Book-Entry Certificate.

Appears in 3 contracts

Samples: Pooling and Servicing Agreement (Jp Morgan Chase Com Sec Corp Pass Thru Cert Ser 2003-Cibc6), Pooling and Servicing Agreement (Jp Morgan Chase Com Mort Sec Corp Ps THR Certs Ser 2003-Ln1), Pooling and Servicing Agreement (Jp Morgan Chase Com Mort Sec Corp Ps THR Certs Ser 2003-Ln1)

Book-Entry Certificates. (a) The Regular Certificates ~~(other than the Class R and Class V Certificates)~~ shall initially be issued as one or more Certificates registered in the name of the Depository or its nominee and, except as provided in ~~Section 5.02(b~~subsection (c) ~~and Section 5.03(c)~~below, ~~a Transfer~~ transfer of such Certificates may not be registered by the Certificate Registrar unless such ~~Transfer~~ transfer is to a successor Depository that agrees to hold such Certificates for the respective Certificate Owners with Ownership Interests therein. Such Certificate Owners shall hold and ~~Transfer~~ transfer their respective Ownership Interests in and to such Certificates through the book-entry facilities of the Depository and, except as provided in Section ~~5.03(c~~5.02(d) above or subsection (c) below, shall not be entitled to ~~definitive, fully registered~~ Definitive Certificates ~~(“Definitive Certificates”)~~ in respect of such Ownership Interests. The Classes of Non-Registered Certificates initially sold to Qualified Institutional Buyers in reliance on Rule 144A or in reliance on another exemption from the registration requirements of the Securities Act shall, in the case of each such Class, be represented by the Rule 144A Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. The Classes of Non-Registered Certificates initially sold to institutions that are non-United States Securities Persons in Offshore Transactions in reliance on Regulation S shall, in the case of each such Class, be represented by the Regulation S Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. All ~~Transfers~~ transfers by Certificate Owners of their respective Ownership Interests in the Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing ~~each~~ such Certificate Owner. Each Depository Participant shall only transfer the Ownership Interests in the Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository’s 's normal procedures. (b) The ~~Certificate Administrator~~Trustee, the Paying Agent, the Master Servicer, the Special Servicer~~, the Trustee~~, the Depositor and the Certificate Registrar may for all purposes, including the making of payments due on the Book-Entry Certificates, deal with the Depository as the authorized representative of the Certificate Owners with respect to such Certificates for the purposes of exercising the rights of Certificateholders hereunder. ~~Except as expressly provided to the contrary herein, the~~ The rights of Certificate Owners with respect to the Book-Entry Certificates shall be limited to those established by law and agreements between such Certificate Owners and the Depository Participants and brokerage firms representing such Certificate Owners. Multiple requests and directions from, and votes of, the Depository as Holder of the Book-Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Certificate Owners. The ~~Certificate Administrator~~ Paying Agent may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and shall give notice to the Depository of such record date. (c) If (i)(A) the Depositor advises the ~~Certificate Administrator~~Trustee, the ~~Trustee~~ Paying Agent and the Certificate Registrar in writing that the Depository is no longer willing or able to properly discharge its responsibilities with respect to ~~a Class of~~ the Book-Entry ~~Certificates,~~ Certificates and (B) the Depositor is unable to locate a qualified successor, or (ii) the Depositor at its option advises the Trustee, the ~~Certificate Administrator~~ Paying Agent and the Certificate Registrar in writing that it elects to terminate the book-entry system through the ~~Depository with respect to a Class of Book-Entry Certificates~~Depository, the ~~Certificate Registrar~~ Paying Agent shall notify ~~all~~ the affected Certificate Owners, through the ~~Depository~~Depository with respect to all, any Class or any portion of any Class of the Certificates or (iii) the Certificate Registrar determines that Definitive Certificates are required in accordance with the provisions of Section 5.03(e), of the occurrence of any such event and of the availability of Definitive Certificates to ~~such~~ Certificate Owners requesting the same. Upon surrender to the Certificate Registrar of the Book-Entry Certificates by the Depository or any custodian acting on behalf of ~~any Class thereof by~~ the Depository, accompanied by registration instructions from the Depository for registration of transfer, the Certificate Registrar shall execute, and the Authenticating Agent shall authenticate and deliver, within 5 Business Days of such request if made at the Registrar Office, or within 10 Business Days if made at the office of a transfer agent (other than the Certificate Registrar), the Definitive Certificates ~~in respect of such Class~~ to the Certificate Owners identified in such instructions. None of the Depositor, the Master Servicer, the Trustee, the Paying Agent, the Special Servicer, the ~~Certificate Administrator, the Trustee or~~ Authenticating Agent and the Certificate Registrar shall be liable for any delay in delivery of such ~~instructions,~~ instructions and ~~each of them~~ may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates for purposes of evidencing ownership of any Class of ~~Registered~~ Certificates, the registered ~~holders~~ Holders of such Definitive Certificates shall be recognized as Certificateholders hereunder and, accordingly, shall be entitled directly to receive payments on, to exercise Voting Rights with respect to, and to transfer and exchange such Definitive Certificates. (d) ~~Notwithstanding any other provisions contained herein, neither~~ The Book-Entry Certificates (i) shall be delivered by the Certificate ~~Administrator nor~~ Registrar to the Depository, or pursuant to the Depository's instructions, and shall be registered in the name of Cede & Co. 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 Certificate Registrar for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other 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), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. The Book-Entry Certificates may be deposited with such other Depository as the Certificate Registrar may from time to time designate, and shall bear such legend as may be appropriate. (e) If the Trustee has instituted or if the Special Servicer or the Master Servicer, on the Trustee's behalf, 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 all or any portion of the Certificates evidenced by Book-Entry Certificates, the Trustee may in its sole discretion determine that such Certificates shall no longer be represented by such Book-Entry Certificates. In such event, the Certificate Registrar will execute, the Authenticating Agent will authenticate and the Certificate Registrar will deliver, in exchange for such Book-Entry Certificates, Definitive Certificates in a Denomination equal to the aggregate Denomination of such Book-Entry Certificates to the party so requesting such Definitive Certificates. In such event, the Certificate Registrar shall ~~have any responsibility whatsoever~~ notify the affected Certificate Owners and make appropriate arrangements for the effectuation of the purpose of this clause. (f) Upon acceptance for exchange or transfer of a beneficial interest in a Book-Entry Certificate for a Definitive Certificate, as provided herein, the Certificate Registrar shall endorse on a schedule affixed to ~~monitor or restrict~~ the ~~Transfer of ownership interests in any~~ related Book-Entry Certificate (~~including but not limited~~ or on a continuation of such schedule affixed to ~~any Non~~such Book-~~Registered~~ Entry Certificate and made a part thereof) an appropriate notation evidencing the date of such exchange or transfer and a decrease in the Denomination of such Book-Entry Certificate equal to the Denomination of such Definitive Certificate issued in exchange therefor or upon transfer thereof. (g) If a Holder of a Definitive Certificate (other than a Definitive Certificate that is a Class S Certificate) ~~which interests are transferable through~~ wishes at any time to transfer such Certificate to a Person who wishes to take delivery thereof in the ~~book~~form of a beneficial interest in the Book-~~entry facilities~~ Entry Certificate, such transfer may be effected only in accordance with Applicable Procedures, Section 5.02(b) and this Section 5.03(g). Upon receipt by the Certificate Registrar at the Registrar Office of (i) the Definitive Certificate to be transferred with an assignment and transfer pursuant to Section 5.02(a), and all required items pursuant to Section 5.02(b)(v), the Certificate Registrar shall cancel such Definitive Certificate, execute and deliver a new Definitive Certificate for the Denomination of the ~~Depository~~Definitive Certificate not so transferred, registered in the name of the Holder or the Holder's transferee (as instructed by the Holder), and the Certificate Registrar as custodian of the Book-Entry Certificates shall increase the Denomination of the related Book-Entry Certificate by the Denomination of the Definitive Certificate to be so transferred, and credit or cause to be credited to the account of the Person specified in such instructions a corresponding Denomination of such Book-Entry Certificate.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2006-Cibc15), Pooling and Servicing Agreement (JPMorgan Chase Commercial Mortgage Securities Corp, Series 2005-Cibc11)

Book-Entry Certificates. (a) ~~The Certificates (other than the~~ Class R X-0, Xxxxx X-0, Class A-3, Class A-SB, Class X-A, Class X-B, Class A-S, Class B, Class C, Class D, Class E, Class F and Class ~~V Certificates) shall~~ G Certificates shall, in the case of each such Class, initially be issued as one or more Certificates registered in the name of the Depository or its nominee and, except as provided in Section 5.02(b) and Section 5.03(c), a Transfer of such Certificates may not be registered by the Certificate Registrar unless such Transfer is to a successor Depository that agrees to hold such Certificates for the respective Certificate Owners with Ownership Interests therein. Such Certificate Owners shall hold and Transfer their respective Ownership Interests in and to such Certificates through the book-entry facilities of the Depository and, except as provided in Section 5.03(c) below, shall not be entitled to definitive, fully registered Certificates (“Definitive Certificates”) in respect of such Ownership Interests. The Classes of Non-Registered Certificates initially sold to Qualified Institutional Buyers in reliance on Rule 144A or in reliance on another exemption from the registration requirements of the Securities Act shall, in the case of each such Class, be represented by the Rule 144A Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. The Classes of Non-Registered Certificates initially sold ~~to institutions that are non-United States Securities Persons~~ in ~~Offshore Transactions~~ offshore transactions in reliance on Regulation S shall, in the case of each such Class, be represented by the Regulation S Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. All Transfers by Certificate Owners of their respective Ownership Interests in the Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing each such Certificate Owner. Each Depository Participant shall only transfer the Ownership Interests in the Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository’s normal procedures. (b) The Certificate Administrator, the Master Servicer, the Special Servicer, the Trustee, the Depositor and the Certificate Registrar may for all purposes, including the making of payments due on the Book-Entry Certificates, deal with the Depository as the authorized representative of the Certificate Owners with respect to such Certificates for the purposes of exercising the rights of Certificateholders hereunder. Except as expressly provided to the contrary herein, the rights of Certificate Owners with respect to the Book-Entry Certificates shall be limited to those established by law and agreements between such Certificate Owners and the Depository Participants and brokerage firms representing such Certificate Owners. Multiple requests and directions from, and votes of, the Depository as Holder of the Book-Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Certificate Owners. The Certificate Administrator may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and shall give notice to the Depository of such record date. (c) If (i)(A) the Depositor advises the Certificate Administrator, the Trustee and the Certificate Registrar in writing that the Depository is no longer willing or able to properly discharge its responsibilities with respect to a Class of the Book-Entry Certificates, and (B) the Depositor is unable to locate a qualified successor, or (ii) the Depositor at its option advises the Trustee, the Certificate Administrator and the Certificate Registrar in writing that it elects to terminate the book-entry system through the Depository with respect to a Class of Book-Entry Certificates, the Certificate Registrar shall notify all affected Certificate Owners, through the Depository, of the occurrence of any such event and of the availability of Definitive Certificates to such Certificate Owners requesting the same. Upon surrender to the Certificate Registrar of the Book-Entry Certificates of any Class thereof by the Depository, accompanied by registration instructions from the Depository for registration of transfer, the Certificate Registrar shall execute, and the Authenticating Agent shall authenticate and deliver, the Definitive Certificates in respect of such Class to the Certificate Owners identified in such instructions. None of the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee or the Certificate Registrar shall be liable for any delay in delivery of such instructions, and each of them may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates for purposes of evidencing ownership of any Class of Registered Certificates, the registered holders of such Definitive Certificates shall be recognized as Certificateholders hereunder and, accordingly, shall be entitled directly to receive payments on, to exercise Voting Rights with respect to, and to transfer and exchange such Definitive Certificates. (d) Notwithstanding any other provisions contained herein, neither the Certificate Administrator nor the Certificate Registrar shall have any responsibility whatsoever to monitor or restrict the Transfer of ownership interests in any Certificate (including but not limited to any Non-Registered Certificate) which interests are transferable through the book-entry facilities of the Depository.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2012-C9), Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2012-C9)

Book-Entry Certificates. (a) ~~The Certificates (other than~~ Each Class of Regular Certificates, the Class R A-2FL Certificates and the Class ~~V Certificates)~~ A-4FL Certificates shall initially be issued as one or more Certificates registered in the name of the Depository or its nominee and, except as provided in Section ~~5.02(b~~5.03(c) and Section ~~5.03(c~~5.02(b), a Transfer of such Certificates may not be registered by the Certificate Registrar unless such ~~Transfer~~ transfer is to a successor Depository that agrees to hold such Certificates for the respective Certificate Owners with Ownership Interests therein. Such Certificate Owners shall hold and Transfer their respective Ownership Interests in and to such Certificates through the book-entry facilities of the Depository and, except as provided in Section 5.03(c) ~~below~~and Section 5.02(b), shall not be entitled to definitive, fully registered Certificates (“"Definitive Certificates”") in respect of such Ownership Interests. The ~~Classes of Non-Registered~~ Class X, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class P and Class Q Certificates initially sold to Qualified Institutional Buyers in reliance on Rule 144A or in reliance on another exemption from the registration requirements of the Securities Act shall, in the case of each such Class, be represented by the Rule 144A Global Certificate for such Class, which shall be deposited with the ~~Certificate Administrator~~ Trustee as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. The ~~Classes of Non-Registered~~ Class X, Class E, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class O, Class P and Class Q Certificates initially sold ~~to institutions that are non-United States Securities Persons~~ in ~~Offshore Transactions~~ offshore transactions in reliance on Regulation S shall, in the case of each such Class, be represented by the Regulation S Global Certificate for such Class, which shall be deposited with the ~~Certificate Administrator~~ Trustee as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. All Transfers by Certificate Owners of their respective Ownership Interests in the Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing each such Certificate Owner. Each Depository Participant shall only transfer the Ownership Interests in the Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository’s 's normal procedures. Each Certificate Owner is deemed, by virtue of its acquisition of an Ownership Interest in the applicable Class of Book-Entry Certificates, to agree to comply with the transfer requirements provided for in Section 5.02. (b) The ~~Certificate Administrator~~Trustee, the Master Servicer, the Special Servicer~~, the Trustee~~, the Depositor and the Certificate Registrar may for all purposes, including the making of payments due on the Book-Entry Certificates, deal with the Depository as the authorized representative of the Certificate Owners with respect to such Certificates for the purposes of exercising the rights of Certificateholders hereunder. ~~Except as expressly provided to the contrary herein, the~~ The rights of Certificate Owners with respect to the Book-Entry Certificates shall be limited to those established by law and agreements between such Certificate Owners and the Depository Participants and brokerage firms representing such Certificate Owners. Multiple requests and directions from, and votes of, the Depository as Holder of the Book-Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Certificate Owners. The ~~Certificate Administrator~~ Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and shall give notice to the Depository of such record date. (c) If (i)(A) the Depositor advises ~~the Certificate Administrator,~~ the Trustee and the Certificate Registrar in writing that the Depository is no longer willing or able to properly discharge its responsibilities with respect to a Class of the Book-Entry Certificates, and (B) the Depositor is unable to locate a qualified successor, or (ii) the Depositor at its option advises the ~~Trustee, the Certificate Administrator~~ Trustee and the Certificate Registrar in writing that it elects to terminate the book-entry system through the Depository with respect to a Class of Book-Entry Certificates, the Certificate Registrar shall notify all affected Certificate Owners, through the Depository, of the occurrence of any such event and of the availability of Definitive Certificates to such Certificate Owners requesting the same. Upon surrender to the Certificate Registrar of the Book-Entry Certificates of any Class thereof by the Depository, accompanied by registration instructions from the Depository for registration of transfer, the Certificate Registrar shall execute, and the Authenticating Agent shall authenticate and deliver, the Definitive Certificates in respect of such Class to the Certificate Owners identified in such instructions. None of the Depositor, the Master Servicer, the Special Servicer, the ~~Certificate Administrator, the~~ Trustee or the Certificate Registrar shall be liable for any delay in delivery of such instructions, and each of them may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates for purposes of evidencing ownership of any Class of Registered Certificates, the registered holders of such Definitive Certificates shall be recognized as Certificateholders hereunder and, accordingly, shall be entitled directly to receive payments on, to exercise Voting Rights with respect to, and to transfer and exchange such Definitive Certificates. (d) Notwithstanding any other provisions contained herein, neither the ~~Certificate Administrator~~ Trustee nor the Certificate Registrar shall have any responsibility whatsoever to monitor or restrict the Transfer of ownership interests in any Certificate (including but not limited to any Non-Registered Certificate or any Subordinated Certificate) which interests are transferable through the book-entry facilities of the Depository.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Merrill Lynch Mortgage Trust 2005-Cki1), Pooling and Servicing Agreement (Merrill Lynch Mortgage Trust 2005-Cki1)

Book-Entry Certificates. (a) The Certificates (other than the Class R and Class V Certificates) ~~shall~~ shall, in the case of each Class, initially be issued as one or more Certificates registered in the name of the Depository or its nominee and, except as provided in Section 5.02(b) and Section 5.03(c), a Transfer of such Certificates may not be registered by the Certificate Registrar unless such Transfer is to a successor Depository that agrees to hold such Certificates for the respective Certificate Owners with Ownership Interests therein. Such Certificate Owners shall hold and Transfer their respective Ownership Interests in and to such Certificates through the book-entry facilities of the Depository and, except as provided in Section 5.03(c) below, shall not be entitled to definitive, fully registered Certificates (“Definitive Certificates”) in respect of such Ownership Interests. The Classes of Non-Registered Certificates initially sold to Qualified Institutional Buyers in reliance on Rule 144A or in reliance on another exemption from the registration requirements of the Securities Act shall, in the case of each such Class, be represented by the Rule 144A Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. The Classes of Non-Registered Certificates initially sold to ~~institutions that are~~ non-United States Securities Persons in Offshore Transactions in reliance on Regulation S shall, in the case of each such Class, be represented by the Regulation S Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. All Transfers by Certificate Owners of their respective Ownership Interests in the Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing each such Certificate Owner. Each Depository Participant shall only transfer the Ownership Interests in the Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository’s normal procedures. (b) The Certificate Administrator, the Master ~~Servicer~~Servicers, the Special ~~Servicer~~Servicers, the Trustee, the Depositor and the Certificate Registrar may for all purposes, including the making of payments due on the Book-Entry Certificates, deal with the Depository as the authorized representative of the Certificate Owners with respect to such Certificates for the purposes of exercising the rights of Certificateholders hereunder. Except as expressly provided to the contrary herein, the rights of Certificate Owners with respect to the Book-Entry Certificates shall be limited to those established by law and agreements between such Certificate Owners and the Depository Participants and brokerage firms representing such Certificate Owners. Multiple requests and directions from, and votes of, the Depository as Holder of the Book-Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Certificate Owners. The Certificate Administrator may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and shall give notice to the Depository of such record date. (c) If (i)(A) the Depositor advises the Certificate Administrator, the Trustee and the Certificate Registrar in writing that the Depository is no longer willing or able to properly discharge its responsibilities with respect to a Class of the Book-Entry Certificates, and (B) the Depositor is unable to locate a qualified successor, or (ii) the Depositor at its option advises the Trustee, the Certificate Administrator and the Certificate Registrar in writing that it elects to terminate the book-entry system through the Depository with respect to a Class of Book-Entry Certificates, the Certificate Registrar shall notify all affected Certificate Owners, through the Depository, of the occurrence of any such event and of the availability of Definitive Certificates to such Certificate Owners requesting the same. Upon surrender to the Certificate Registrar of the Book-Entry Certificates of any Class thereof by the Depository, accompanied by registration instructions from the Depository for registration of transfer, the Certificate Registrar shall execute, and the Authenticating Agent shall authenticate and deliver, the Definitive Certificates in respect of such Class to the Certificate Owners identified in such instructions. None of the Depositor, the Master ~~Servicer~~Servicers, the Special ~~Servicer~~Servicers, the Certificate Administrator, the Trustee or the Certificate Registrar shall be liable for any delay in delivery of such instructions, and each of them may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates for purposes of evidencing ownership of any Class of Registered Certificates, the registered holders of such Definitive Certificates shall be recognized as Certificateholders hereunder and, accordingly, shall be entitled directly to receive payments on, to exercise Voting Rights with respect to, and to transfer and exchange such Definitive Certificates. (d) Notwithstanding any other provisions contained herein, neither the Certificate Administrator nor the Certificate Registrar shall have any responsibility whatsoever to monitor or restrict the Transfer of ownership interests in any Certificate (including but not limited to any Non-Registered Certificate) which interests are transferable through the book-entry facilities of the Depository.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2013-C13), Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2013-C13)

Book-Entry Certificates. (a) The Regular Certificates ~~(other than the Class R and Class V Certificates)~~ shall initially be issued as one or more Certificates registered in the name of the Depository or its nominee and, except as provided in ~~Section 5.02(b~~subsection (c) ~~and Section 5.03(c)~~below, ~~a Transfer~~ transfer of such Certificates may not be registered by the Certificate Registrar unless such ~~Transfer~~ transfer is to a successor Depository that agrees to hold such Certificates for the respective Certificate Owners with Ownership Interests therein. Such Certificate Owners shall hold and ~~Transfer~~ transfer their respective Ownership Interests in and to such Certificates through the book-entry facilities of the Depository and, except as provided in Section ~~5.03(c~~5.02(d) above or subsection (c) below, shall not be entitled to ~~definitive, fully registered~~ Definitive Certificates ~~(“Definitive Certificates”)~~ in respect of such Ownership Interests. The Classes of Non-Registered Certificates initially sold to Qualified Institutional Buyers in reliance on Rule 144A or in reliance on another exemption from the registration requirements of the Securities Act shall, in the case of each such Class, be represented by the Rule 144A Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. The Classes of Non-Registered Certificates initially sold to institutions that are non-United States Securities Persons in Offshore Transactions in reliance on Regulation S shall, in the case of each such Class, be represented by the Regulation S Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. All ~~Transfers~~ transfers by Certificate Owners of their respective Ownership Interests in the Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing ~~each~~ such Certificate Owner. Each Depository Participant shall only transfer the Ownership Interests in the Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository’s 's normal procedures. (b) The ~~Certificate Administrator~~Trustee, the Paying Agent, the Master ~~Servicer~~Servicers, the Special Servicer~~, the Trustee~~, the Depositor and the Certificate Registrar may for all purposes, including the making of payments due on the Book-Entry Certificates, deal with the Depository as the authorized representative of the Certificate Owners with respect to such Certificates for the purposes of exercising the rights of Certificateholders hereunder. ~~Except as expressly provided to the contrary herein, the~~ The rights of Certificate Owners with respect to the Book-Entry Certificates shall be limited to those established by law and agreements between such Certificate Owners and the Depository Participants and brokerage firms representing such Certificate Owners. Multiple requests and directions from, and votes of, the Depository as Holder of the Book-Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Certificate Owners. The ~~Certificate Administrator~~ Paying Agent may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and shall give notice to the Depository of such record date. (c) If (i)(A) the Depositor advises the ~~Certificate Administrator~~Trustee, the ~~Trustee~~ Paying Agent and the Certificate Registrar in writing that the Depository is no longer willing or able to properly discharge its responsibilities with respect to ~~a Class of~~ the Book-Entry ~~Certificates,~~ Certificates and (B) the Depositor is unable to locate a qualified successor, or (ii) the Depositor at its option advises the Trustee, the ~~Certificate Administrator~~ Paying Agent and the Certificate Registrar in writing that it elects to terminate the book-entry system through the ~~Depository with respect to a Class of Book-Entry Certificates~~Depository, the ~~Certificate Registrar~~ Paying Agent shall notify ~~all~~ the affected Certificate Owners, through the ~~Depository~~Depository with respect to all, any Class or any portion of any Class of the Certificates or (iii) the Certificate Registrar determines that Definitive Certificates are required in accordance with the provisions of Section 5.03(e), of the occurrence of any such event and of the availability of Definitive Certificates to ~~such~~ Certificate Owners requesting the same. Upon surrender to the Certificate Registrar of the Book-Entry Certificates by the Depository or any custodian acting on behalf of ~~any Class thereof by~~ the Depository, accompanied by registration instructions from the Depository for registration of transfer, the Certificate Registrar shall execute, and the Authenticating Agent shall authenticate and deliver, within 5 Business Days of such request if made at the Registrar Office, or within 10 Business Days if made at the office of a transfer agent (other than the Certificate Registrar), the Definitive Certificates ~~in respect of such Class~~ to the Certificate Owners identified in such instructions. None of the Depositor, the Master ~~Servicer~~Servicers, the Trustee, the Paying Agent, the Special Servicer, the ~~Certificate Administrator, the Trustee or~~ Authenticating Agent and the Certificate Registrar shall be liable for any delay in delivery of such ~~instructions,~~ instructions and ~~each of them~~ may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates for purposes of evidencing ownership of any Class of ~~Registered~~ Certificates, the registered ~~holders~~ Holders of such Definitive Certificates shall be recognized as Certificateholders hereunder and, accordingly, shall be entitled directly to receive payments on, to exercise Voting Rights with respect to, and to transfer and exchange such Definitive Certificates. (d) ~~Notwithstanding any other provisions contained herein, neither~~ The Book-Entry Certificates (i) shall be delivered by the Certificate ~~Administrator nor~~ Registrar to the Depository, or pursuant to the Depository's instructions, and shall be registered in the name of Cede & Co. 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 Certificate Registrar for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other 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), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. The Book-Entry Certificates may be deposited with such other Depository as the Certificate Registrar may from time to time designate, and shall bear such legend as may be appropriate. (e) If the Trustee has instituted, or if the Special Servicer, a Master Servicer or the Paying Agent, on the Trustee's behalf, 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 all or any portion of the Certificates evidenced by Book-Entry Certificates, the Trustee may in its sole discretion determine that such Certificates shall no longer be represented by such Book-Entry Certificates. In such event, the Certificate Registrar will execute, the Authenticating Agent will authenticate and the Certificate Registrar will deliver, in exchange for such Book-Entry Certificates, Definitive Certificates in a Denomination equal to the aggregate Denomination of such Book-Entry Certificates to the party so requesting such Definitive Certificates. In such event, the Certificate Registrar shall ~~have any responsibility whatsoever~~ notify the affected Certificate Owners and make appropriate arrangements for the effectuation of the purpose of this clause. (f) Upon acceptance for exchange or transfer of a beneficial interest in a Book-Entry Certificate for a Definitive Certificate, as provided herein, the Certificate Registrar shall endorse on a schedule affixed to ~~monitor or restrict~~ the ~~Transfer of ownership interests in any~~ related Book-Entry Certificate (~~including but not limited~~ or on a continuation of such schedule affixed to such Book-Entry Certificate and made a part thereof) an appropriate notation evidencing the date of such exchange or transfer and a decrease in the Denomination of such Book-Entry Certificate equal to the Denomination of such Definitive Certificate issued in exchange therefor or upon transfer thereof. (g) If a Holder of a Definitive Certificate wishes at any ~~Non~~time to transfer such Certificate to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Book-~~Registered~~ Entry Certificate, such transfer may be effected only in accordance with Applicable Procedures, Section 5.02(b) ~~which interests are transferable through~~ and this Section 5.03(g). Upon receipt by the ~~book-entry facilities~~ Certificate Registrar at the Registrar Office of (i) the Definitive Certificate to be transferred with an assignment and transfer pursuant to Section 5.02(a), and all required items pursuant to Section 5.02(b)(v), the Certificate Registrar shall cancel such Definitive Certificate, execute and deliver a new Definitive Certificate for the Denomination of the ~~Depository~~Definitive Certificate not so transferred, registered in the name of the Holder or the Holder's transferee (as instructed by the Holder), and the Certificate Registrar as custodian of the Book-Entry Certificates shall increase the Denomination of the related Book-Entry Certificate by the Denomination of the Definitive Certificate to be so transferred, and credit or cause to be credited to the account of the Person specified in such instructions a corresponding Denomination of such Book-Entry Certificate.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2006-Ldp9), Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2006-Ldp9)

Book-Entry Certificates. (a) The Regular Certificates ~~(other than the Class R and Class V Certificates)~~ shall initially be issued as one or more Certificates registered in the name of the Depository or its nominee and, except as provided in ~~Section 5.02(b~~subsection (c) ~~and Section 5.03(c)~~below, ~~a Transfer~~ transfer of such Certificates may not be registered by the Certificate Registrar unless such ~~Transfer~~ transfer is to a successor ~~Depository~~ depository that agrees to hold such Certificates for the respective Certificate Owners with Ownership Interests therein. Such Certificate Owners shall hold and ~~Transfer~~ transfer their respective Ownership Interests in and to such Certificates through the book-entry facilities of the Depository and, except as provided in Section ~~5.03(c~~5.02(d) above or subsection (c) below, shall not be entitled to ~~definitive, fully registered~~ Definitive Certificates ~~(“Definitive Certificates”)~~ in respect of such Ownership Interests. The Classes of Non-Registered Certificates initially sold to Qualified Institutional Buyers in reliance on Rule 144A or in reliance on another exemption from the registration requirements of the Securities Act shall, in the case of each such Class, be represented by the Rule 144A Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. The Classes of Non-Registered Certificates initially sold to institutions that are non-United States Securities Persons in Offshore Transactions in reliance on Regulation S shall, in the case of each such Class, be represented by the Regulation S Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. All ~~Transfers~~ transfers by Certificate Owners of their respective Ownership Interests in the Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing ~~each~~ such Certificate Owner. Each Depository Participant shall only transfer the Ownership Interests in the Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository’s 's normal procedures. (b) The ~~Certificate Administrator~~Trustee, the Master ~~Servicer~~Servicers, the Special Servicer~~, the Trustee~~, the Depositor and the Certificate Registrar may for all purposes, including the making of payments due on the Book-Entry Certificates, deal with the Depository as the authorized representative of the Certificate Owners with respect to such Certificates for the purposes of exercising the rights of Certificateholders hereunder. ~~Except as expressly provided to the contrary herein, the~~ The rights of Certificate Owners with respect to the Book-Entry Certificates shall be limited to those established by law and agreements between such Certificate Owners and the Depository Participants and brokerage firms representing such Certificate Owners. Multiple requests and directions from, and votes of, the Depository as Holder of the Book-Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Certificate Owners. The ~~Certificate Administrator~~ Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and shall give notice to the Depository of such record date. (c) If (i)(A) the Depositor advises the ~~Certificate Administrator, the~~ Trustee and the Certificate Registrar in writing that the Depository is no longer willing or able to properly discharge its responsibilities with respect to ~~a Class of~~ the Book-Entry ~~Certificates,~~ Certificates and (B) the Depositor is unable to locate a qualified successor, or (ii) the Depositor at its option advises the ~~Trustee, the Certificate Administrator~~ Trustee and the Certificate Registrar in writing that it elects to terminate the book-entry system through the ~~Depository with respect to a Class of Book-Entry Certificates~~Depository, the ~~Certificate Registrar~~ Trustee shall notify ~~all~~ the affected Certificate Owners, through the ~~Depository~~Depository with respect to all, any Class or any portion of any Class of the Certificates or (iii) the Certificate Registrar determines that Definitive Certificates are required in accordance with the provisions of Section 5.03(e), of the occurrence of any such event and of the availability of Definitive Certificates to ~~such~~ Certificate Owners requesting the same. Upon surrender to the Certificate Registrar of the Book-Entry Certificates by the Depository or any custodian acting on behalf of ~~any Class thereof by~~ the Depository, accompanied by registration instructions from the Depository for registration of transfer, the Certificate Registrar shall execute, and the Authenticating Agent shall authenticate and deliver, within 5 Business Days of such request if made at the Registrar Office, or within 10 Business Days if made at the office of a transfer agent (other than the Certificate Registrar), the Definitive Certificates ~~in respect of such Class~~ to the Certificate Owners identified in such instructions. None of the Depositor, the Master ~~Servicer~~Servicers, the Trustee, the Special Servicer, the ~~Certificate Administrator, the Trustee or~~ Authenticating Agent and the Certificate Registrar shall be liable for any delay in delivery of such ~~instructions,~~ instructions and ~~each of them~~ may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates for purposes of evidencing ownership of any Class of ~~Registered~~ Certificates, the registered ~~holders~~ Holders of such Definitive Certificates shall be recognized as Certificateholders hereunder and, accordingly, shall be entitled directly to receive payments on, to exercise Voting Rights with respect to, and to transfer and exchange such Definitive Certificates. (d) ~~Notwithstanding any other provisions contained herein, neither~~ The Book-Entry Certificates (i) shall be delivered by the Certificate ~~Administrator nor~~ Registrar to the Depository, or pursuant to the Depository's instructions, and shall be registered in the name of Cede & Co. 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 Certificate Registrar for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other 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), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. The Book-Entry Certificates may be deposited with such other Depository as the Certificate Registrar may from time to time designate, and shall bear such legend as may be appropriate. (e) If the Trustee has instituted or if the Special Servicer or the Master Servicers, on the Trustee's behalf, 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 all or any portion of the Certificates evidenced by Book-Entry Certificates, the Trustee may in its sole discretion determine that such Certificates shall no longer be represented by such Book-Entry Certificates. In such event, the Certificate Registrar will execute, the Authenticating Agent will authenticate and the Certificate Registrar will deliver, in exchange for such Book-Entry Certificates, Definitive Certificates in a Denomination equal to the aggregate Denomination of such Book-Entry Certificates to the party so requesting such Definitive Certificates. In such event, the Certificate Registrar shall ~~have any responsibility whatsoever~~ notify the affected Certificate Owners and make appropriate arrangements for the effectuation of the purpose of this clause. (f) Upon acceptance for exchange or transfer of a beneficial interest in a Book-Entry Certificate for a Definitive Certificate, as provided herein, the Certificate Registrar shall endorse on a schedule affixed to ~~monitor or restrict~~ the ~~Transfer of ownership interests in any~~ related Book-Entry Certificate (~~including but not limited~~ or on a continuation of such schedule affixed to ~~any Non~~such Book-~~Registered~~ Entry Certificate and made a part thereof) an appropriate notation evidencing the date of such exchange or transfer and a decrease in the Denomination of such Book-Entry Certificate equal to the Denomination of such Definitive Certificate issued in exchange therefor or upon transfer thereof. (g) If a Holder of a Definitive Certificate (other than a Definitive Certificate that is a Class S Certificate) ~~which interests are transferable through~~ wishes at any time to transfer such Certificate to a Person who wishes to take delivery thereof in the ~~book~~form of a beneficial interest in the Book-~~entry facilities~~ Entry Certificate, such transfer may be effected only in accordance with Applicable Procedures, Section 5.02(b) and this Section 5.03(g). Upon receipt by the Certificate Registrar at the Registrar Office of (i) the Definitive Certificate to be transferred with an assignment and transfer pursuant to Section 5.02(a), and all required items pursuant to Section 5.02(b)(v), the Certificate Registrar shall cancel such Definitive Certificate, execute and deliver a new Definitive Certificate for the Denomination of the ~~Depository~~Definitive Certificate not so transferred, registered in the name of the Holder or the Holder's transferee (as instructed by the Holder), and the Certificate Registrar as custodian of the Book-Entry Certificates shall increase the Denomination of the related Book-Entry Certificate by the Denomination of the Definitive Certificate to be so transferred, and credit or cause to be credited to the account of the Person specified in such instructions a corresponding Denomination of such Book-Entry Certificate.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (JPMorgan Chase Commercial Mortgage Securities Corp. Series 2005-Ldp5), Pooling and Servicing Agreement (JPMorgan Chase Commercial Mortgage Securities Corp. Series 2005-Ldp5)

Book-Entry Certificates. (a) ~~The~~ Each Class of Regular Certificates ~~(other than the Class R and Class V Certificates)~~ shall initially be issued as one or more Certificates registered in the name of the Depository or its nominee and, except as provided in Section ~~5.02(b~~5.03(c) ~~and Section 5.03(c)~~below, ~~a Transfer~~ transfer of such Certificates may not be registered by the Certificate Registrar unless such ~~Transfer~~ transfer is to a successor Depository that agrees to hold such Certificates for the respective Certificate Owners with Ownership Interests therein. Such Certificate Owners shall hold and ~~Transfer~~ transfer their respective Ownership Interests in and to such Certificates through the book-entry facilities of the Depository and, except as provided in Section 5.03(c) below, shall not be entitled to definitive, fully registered Certificates (“Definitive Certificates”) in respect of such Ownership Interests. The Classes of Non-Registered Certificates initially sold to Qualified Institutional Buyers in reliance on Rule 144A or in reliance on another exemption from the registration requirements of the Securities Act shall, in the case of each such Class, be represented by the Rule 144A Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. The Classes of Non-Registered Certificates initially sold to institutions that are non-United States Securities Persons in Offshore Transactions in reliance on Regulation S shall, in the case of each such Class, be represented by the Regulation S Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. All ~~Transfers~~ transfers by Certificate Owners of their respective Ownership Interests in the Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing each such Certificate Owner. Each Depository Participant shall only transfer the Ownership Interests in the Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository’s normal procedures. (b) The ~~Certificate Administrator~~Trustee, the Master Servicer, the Special Servicer~~, the Trustee~~, the Depositor and the Certificate Registrar may for all purposes, including the making of payments due on the Book-Entry Certificates, deal with the Depository as the authorized representative of the Certificate Owners with respect to such Certificates for the purposes of exercising the rights of Certificateholders hereunder. ~~Except as expressly provided to the contrary herein, the~~ The rights of Certificate Owners with respect to the Book-Entry Certificates shall be limited to those established by law and agreements between such Certificate Owners and the Depository Participants and brokerage firms representing such Certificate Owners. Multiple requests and directions from, and votes of, the Depository as Holder of the Book-Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Certificate Owners. The ~~Certificate Administrator~~ Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and shall give notice to the Depository of such record date. (c) If (i)(A) the Depositor advises ~~the Certificate Administrator,~~ the Trustee and the Certificate Registrar in writing that the Depository is no longer willing or able to properly discharge its responsibilities with respect to a Class of the Book-Entry Certificates, and (B) the Depositor is unable to locate a qualified successor, or (ii) the Depositor at its option advises the ~~Trustee, the Certificate Administrator~~ Trustee and the Certificate Registrar in writing that it elects to terminate the book-entry system through the Depository with respect to a Class of Book-Entry Certificates, the Certificate Registrar shall notify all affected Certificate Owners, through the Depository, of the occurrence of any such event and of the availability of Definitive Certificates to such Certificate Owners requesting the same. Upon surrender to the Certificate Registrar of the Book-Entry Certificates of any Class thereof by the Depository, accompanied by registration instructions from the Depository for registration of transfer, the Certificate Registrar shall execute, at the Depositor’s expense, and the Authenticating Agent shall authenticate and deliver, the Definitive Certificates in respect of such Class to the Certificate Owners identified in such instructions. The Depositor shall provide the Certificate Registrar with an adequate inventory of Definitive Certificates. None of the Depositor, the Master Servicer, the Special Servicer~~, the Certificate Administrator~~, the Trustee or the Certificate Registrar shall be liable for any delay in delivery of such ~~instructions,~~ instructions and ~~each of them~~ may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates for purposes of evidencing ownership of any Class of Registered Certificates, the registered holders of such Definitive Certificates shall be recognized as Certificateholders hereunder and, accordingly, shall be entitled directly to receive payments on, to exercise Voting Rights with respect to, and to transfer and exchange such Definitive Certificates. (d) Notwithstanding any other provisions contained herein, neither the ~~Certificate Administrator~~ Trustee nor the Certificate Registrar shall have any responsibility whatsoever to monitor or restrict the ~~Transfer~~ transfer of ownership interests in any Certificate (~~including~~ including, but not limited to to, any Non-Registered Certificate, any Subordinated Certificate and any Class Z Certificate) which interests are transferable through the book-entry facilities of the Depository.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Wachovia Bank Commercial Mortgage Trust Series 2006-C24), Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Securities Inc)

Book-Entry Certificates. (a) ~~The~~ Other than in connection with the initial issuance in definitive form of the Class E, F and G Certificates (and any other Non-Registered Certificates initially issued to the initial Majority Subordinate Certificateholder) to the initial Majority Subordinate Certificateholder, the Certificates (other than the Class R and Class V Certificates) shall initially be issued as one or more Certificates registered in the name of the Depository or its nominee and, except as provided in Section 5.02(b) and Section 5.03(c), a Transfer of such Certificates may not be registered by the Certificate Registrar unless such Transfer is to a successor Depository that agrees to hold such Certificates for the respective Certificate Owners with Ownership Interests therein. Such Certificate Owners shall hold and Transfer their respective Ownership Interests in and to such Certificates through the book-entry facilities of the Depository and, except as provided in Section 5.03(c) below, shall not be entitled to definitive, fully registered Certificates (“Definitive Certificates”) in respect of such Ownership Interests. The Classes of Non-Registered Certificates initially sold to Qualified Institutional Buyers in reliance on Rule 144A or in reliance on another exemption from the registration requirements of the Securities Act shall, in the case of each such Class, be represented by the Rule 144A Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. The Classes of Non-Registered Certificates initially sold to institutions that are non-United States Securities Persons in Offshore Transactions in reliance on Regulation S shall, in the case of each such Class, be represented by the Regulation S Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. All Transfers by Certificate Owners of their respective Ownership Interests in the Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing each such Certificate Owner. Each Depository Participant shall only transfer the Ownership Interests in the Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository’s normal procedures. (b) The Certificate Administrator, the Master ~~Servicer~~Servicers, the Special ~~Servicer~~Servicers, the Trustee, the Depositor and the Certificate Registrar may for all purposes, including the making of payments due on the Book-Entry Certificates, deal with the Depository as the authorized representative of the Certificate Owners with respect to such Certificates for the purposes of exercising the rights of Certificateholders hereunder. Except as expressly provided to the contrary herein, the rights of Certificate Owners with respect to the Book-Entry Certificates shall be limited to those established by law and agreements between such Certificate Owners and the Depository Participants and brokerage firms representing such Certificate Owners. Multiple requests and directions from, and votes of, the Depository as Holder of the Book-Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Certificate Owners. The Certificate Administrator may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and shall give notice to the Depository of such record date. (c) If (i)(A) the Depositor advises the Certificate Administrator, the Trustee and the Certificate Registrar in writing that the Depository is no longer willing or able to properly discharge its responsibilities with respect to a Class of the Book-Entry Certificates, and (B) the Depositor is unable to locate a qualified successor, or (ii) the Depositor at its option advises the Trustee, the Certificate Administrator and the Certificate Registrar in writing that it elects to terminate the book-entry system through the Depository with respect to a Class of Book-Entry Certificates, the Certificate Registrar shall notify all affected Certificate Owners, through the Depository, of the occurrence of any such event and of the availability of Definitive Certificates to such Certificate Owners requesting the same. Upon surrender to the Certificate Registrar of the Book-Entry Certificates of any Class thereof by the Depository, accompanied by registration instructions from the Depository for registration of transfer, the Certificate Registrar shall execute, and the Authenticating Agent shall authenticate and deliver, the Definitive Certificates in respect of such Class to the Certificate Owners identified in such instructions. None of the Depositor, the Master ~~Servicer~~Servicers, the Special ~~Servicer~~Servicers, the Certificate Administrator, the Trustee or the Certificate Registrar shall be liable for any delay in delivery of such instructions, and each of them may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates for purposes of evidencing ownership of any Class of Registered Certificates, the registered holders of such Definitive Certificates shall be recognized as Certificateholders hereunder and, accordingly, shall be entitled directly to receive payments on, to exercise Voting Rights with respect to, and to transfer and exchange such Definitive Certificates. (d) Notwithstanding any other provisions contained herein, neither the Certificate Administrator nor the Certificate Registrar shall have any responsibility whatsoever to monitor or restrict the Transfer of ownership interests in any Certificate (including but not limited to any Non-Registered Certificate) which interests are transferable through the book-entry facilities of the Depository.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2014-Lc16), Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2014-C20)

Book-Entry Certificates. (a) ~~The~~ Each Class of Regular Interest Certificates ~~(other than the~~ and each Class ~~R and Class V Certificates)~~ of Floating Rate Certificates shall initially be issued as one or more Certificates registered in the name of the Depository or its nominee and, except as provided in Section 5.02(b) and Section 5.03(c), a Transfer of such Certificates may not be registered by the Certificate Registrar unless such Transfer is to a successor Depository that agrees to hold such Certificates for the respective Certificate Owners with Ownership Interests therein. Such Certificate Owners shall hold and Transfer their respective Ownership Interests in and to such Certificates through the book-entry facilities of the Depository and, except as provided in Section 5.02(b) and Section 5.03(c~~) below~~), shall not be entitled to definitive, fully registered Certificates (“"Definitive Certificates”") in respect of such Ownership Interests. The ~~Classes of Non~~Class A-2FL, Class A-4FL, Class A-~~Registered~~ MFL, Class A-JFL, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class P, Class Q, Class S and Class T Certificates initially sold to Qualified Institutional Buyers in reliance on Rule 144A or in reliance on another exemption from the registration requirements of the Securities Act shall, in the case of each such Class, be represented by the Rule 144A Global Certificate for such Class, which shall be deposited with the ~~Certificate Administrator~~ Trustee as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. The ~~Classes of Non~~Class A-2FL, Class A-4FL, Class A-~~Registered~~ MFL, Class A-JFL, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class P, Class Q, Class S and Class T Certificates initially sold ~~to institutions that are non-United States Securities Persons~~ in ~~Offshore Transactions~~ offshore transactions in reliance on Regulation S shall, in the case of each such Class, be represented by the Regulation S Global Certificate for such Class, which shall be deposited with the ~~Certificate Administrator~~ Trustee as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. All Transfers by Certificate Owners of their respective Ownership Interests in the Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing each such Certificate Owner. Each Depository Participant shall only transfer the Ownership Interests in the Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository’s 's normal procedures. Each Certificate Owner is deemed, by virtue of its acquisition of an Ownership Interest in the applicable Class of Book-Entry Certificates, to agree to comply with the transfer requirements provided for in Section 5.02. (b) The ~~Certificate Administrator~~Trustee, the Master Servicer, the Special Servicer~~, the Trustee~~, the Depositor and the Certificate Registrar may for all purposes, including the making of payments due on the Book-Entry Certificates, deal with the Depository as the authorized representative of the Certificate Owners with respect to such Certificates for the purposes of exercising the rights of Certificateholders hereunder. ~~Except as expressly provided to the contrary herein, the~~ The rights of Certificate Owners with respect to the Book-Entry Certificates shall be limited to those established by law and agreements between such Certificate Owners and the Depository Participants and brokerage firms representing such Certificate Owners. Multiple requests and directions from, and votes of, the Depository as Holder of the Book-Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Certificate Owners. The ~~Certificate Administrator~~ Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and shall give notice to the Depository of such record date. (c) If (i)(A) the Depositor advises ~~the Certificate Administrator,~~ the Trustee and the Certificate Registrar in writing that the Depository is no longer willing or able to properly discharge its responsibilities with respect to a Class of the Book-Entry Certificates, and (B) the Depositor is unable to locate a qualified successor, or (ii) the Depositor at notifies the Depository of its ~~option advises the Trustee, the Certificate Administrator and the Certificate Registrar in writing that it elects~~ intent to terminate the book-entry system through the Depository with respect to a Class of Book-Entry ~~Certificates~~Certificates and (in the event applicable law and/or the Depository's procedures require that the Depository Participants holding Ownership Interests in such Class of Book-Entry Certificates submit a withdrawal request to the Depository in order to so terminate the book-entry system) the Depositor additionally notifies those Depository Participants and those Depository Participants submit a withdrawal request with respect to such termination, then the Certificate Registrar shall notify all affected Certificate Owners, through the Depository, of the occurrence of any such event and of the availability of Definitive Certificates to such Certificate Owners requesting the same. Upon surrender to the Certificate Registrar of the Book-Entry Certificates of any Class thereof by the Depository, accompanied by registration instructions from the Depository for registration of transfer, the Certificate Registrar shall execute, and the Authenticating Agent shall authenticate and deliver, the Definitive Certificates in respect of such Class to the Certificate Owners identified in such instructions. None of the Depositor, the Master Servicer, the Special Servicer, the ~~Certificate Administrator, the~~ Trustee or the Certificate Registrar shall be liable for any delay in delivery of such instructions, and each of them may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates for purposes of evidencing ownership of any Class of Registered Certificates, the registered holders of such Definitive Certificates shall be recognized as Certificateholders hereunder and, accordingly, shall be entitled directly to receive payments on, to exercise Voting Rights with respect to, and to transfer and exchange such Definitive Certificates. (d) Notwithstanding any other provisions contained herein, neither the ~~Certificate Administrator~~ Trustee nor the Certificate Registrar shall have any responsibility whatsoever to monitor or restrict the Transfer of ownership interests in any Certificate (including but not limited to any Non-Registered Certificate or any Subordinate Certificate) which interests are transferable through the book-entry facilities of the Depository.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (LB Commercial Mortgage Trust 2007-C3), Pooling and Servicing Agreement (LB Commercial Mortgage Trust 2007-C3)

Book-Entry Certificates. (a) The ~~Certificates (other than the~~ Class R A, Class A-FL, [Class X], Class B and Class ~~V Certificates)~~ C Certificates shall initially be issued as one or more Certificates registered in the name of the Depository or its nominee and, except as provided in ~~Section 5.02(b~~subsection (c) ~~and Section 5.03(c)~~below, ~~a Transfer~~ transfer of such Certificates may not be registered by the Certificate Registrar unless such ~~Transfer~~ transfer is to a successor Depository that agrees to hold such Certificates for the respective Certificate Owners with Ownership Interests therein. Such Certificate Owners shall hold and ~~Transfer~~ transfer their respective Ownership Interests in and to such Certificates through the book-entry facilities of the Depository and, except as provided in ~~Section 5.03(c~~subsection (c) below, shall not be entitled to ~~definitive~~fully registered, ~~fully registered~~ physical Certificates (“Definitive Certificates”) in respect of such Ownership Interests. The Classes of Non-Registered Certificates initially sold to Qualified Institutional Buyers in reliance on Rule 144A or in reliance on another exemption from the registration requirements of the Securities Act shall, in the case of each such Class, be represented by the Rule 144A Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. The Classes of Non-Registered Certificates initially sold to institutions that are non-United States Securities Persons in Offshore Transactions in reliance on Regulation S shall, in the case of each such Class, be represented by the Regulation S Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. All ~~Transfers~~ transfers by Certificate Owners of their respective Ownership Interests in the Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing each such Certificate ~~Owner~~Owner (in addition to the procedures established under this Agreement and, if applicable, those of Euroclear and Clearstream). Each Depository Participant shall only transfer the Ownership Interests in the Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository’s normal procedures. Neither the Certificate Registrar nor the Trustee shall have any responsibility to monitor or restrict the transfer of Ownership Interests in Certificates through the book-entry facilities of the Depository, Euroclear or Clearstream. (b) The ~~Certificate Administrator~~Depositor, the Trustee, the Master Servicer, the Special Servicer, the ~~Trustee, the Depositor~~ REMIC Administrator and the Certificate Registrar may for all purposes, including the making of payments due on the Book-Entry Certificates, deal with the Depository as the authorized representative of the Certificate Owners with respect to such Certificates for the purposes of exercising the rights of Certificateholders hereunder. ~~Except as expressly provided to the contrary herein, the~~ The rights of Certificate Owners with respect to the Book-Entry Certificates shall be limited to those established by law and agreements between such Certificate Owners and the Depository Participants and brokerage firms representing such Certificate Owners. Multiple requests and directions from, and votes of, the Depository as Holder of the Book-Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Certificate Owners. The ~~Certificate Administrator~~ Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and shall give notice to the Depository of such record date~~. (c)~~ . If ~~(i)(A) the Depositor advises the Certificate Administrator, the Trustee and the Certificate Registrar in writing that~~ any party hereto requests from the Depository ~~is no longer willing~~ a list of the Depository Participants in respect of any Class or ~~able to properly discharge its responsibilities with respect to a Class~~ Classes of the Book-Entry Certificates, the cost thereof shall be borne by the party on whose behalf such request is made (but in no event shall any such cost be borne by the Trustee). (c) Certificates initially issued in book-entry form will be issued in fully registered definitive form to Certificate Owners or their nominees, rather than to DTC or its nominee, only if (i) DTC notifies the Certificate Registrar in writing that DTC is unwilling or unable to continue as a depository for the certificates and ~~(B)~~ a qualifying successor depository is not appointed by the Depositor ~~is unable to locate a qualified successor~~within ninety days of such notification, or (ii) the ~~Depositor at its option advises~~ Trustee has instituted or has been directed to institute any judicial proceeding in a court to enforce the ~~Trustee,~~ rights of the ~~Certificate Administrator~~ Certificateholders under this Agreement and ~~the Certificate Registrar in writing that it elects to terminate the book-entry system through the Depository with respect to a Class of~~ under such Book-Entry ~~Certificates,~~ Certificate and the ~~Certificate Registrar shall notify all affected Certificate Owners, through~~ Trustee has been advised by counsel that in connection with such proceeding it is necessary or appropriate for the ~~Depository,~~ Trustee or its custodian to obtain possession of ~~the occurrence of any~~ such ~~event and of the availability of Definitive Certificates to such Certificate Owners requesting the same~~Book-Entry Certificate. Upon surrender to the Certificate Registrar of any Class of the ~~Book-~~Book Entry Certificates ~~of any Class thereof~~ by the Depository, accompanied by registration instructions ~~from the Depository~~ for registration of transfer, the ~~Certificate Registrar~~ Trustee shall execute, and the ~~Authenticating Agent~~ Certificate Registrar shall authenticate and deliver, the appropriate Definitive Certificates ~~in respect of such Class~~ to the Certificate Owners identified in such instructions. None of the Depositor, the Master Servicer, the Special Servicer, the ~~Certificate Administrator~~Trustee, the ~~Trustee~~ REMIC Administrator or the Certificate Registrar shall be liable for any delay in delivery of such ~~instructions,~~ instructions and ~~each of them~~ may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates for purposes of evidencing ownership of any Class of Registered Certificates, the registered holders of such Definitive Certificates shall be recognized as Certificateholders hereunder and, accordingly, shall be entitled directly to receive payments on, to exercise Voting Rights with respect to, and to transfer and exchange such Definitive Certificates. (d) ~~Notwithstanding any~~ The Book-Entry Certificates (i) shall be delivered by the Certificate Registrar to the Depository, or pursuant to the Depository’s instructions, and shall be registered in the name of Cede & Co. 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 CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER 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), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. (e) The Book-Entry Certificates may be deposited with such other ~~provisions contained~~ Depository as the Certificate Registrar may from time to time designate, and shall bear such legend as may be appropriate. (f) Upon acceptance for exchange or transfer of a beneficial interest in a Book-Entry Certificate for a Definitive Certificate, as provided herein, ~~neither the Certificate Administrator nor~~ the Certificate Registrar shall ~~have any responsibility whatsoever~~ endorse on a schedule affixed to ~~monitor or restrict~~ the ~~Transfer of ownership interests in any~~ related Book-Entry Certificate (~~including but not limited~~ or on a continuation of such schedule affixed to such Book-Entry Certificate and made a part thereof) an appropriate notation evidencing the date of such exchange or transfer and a decrease in the Denomination of such Book-Entry Certificate equal to the Denomination of such Definitive Certificate issued in exchange therefor or upon transfer thereof. (g) If a Holder of a Definitive Certificate wishes at any time to transfer such Certificate to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Book-Entry Certificate, such transfer may be effected only in accordance with Depository Rules and this Section 5.03(g). Upon receipt by the Certificate Registrar at the Certificate Registrar’s office of: (i) the Definitive Certificate to be transferred with an assignment and transfer pursuant to this Section 5.03(g), (ii) written instructions given in accordance with Depository Rules directing the Certificate Registrar to credit or cause to be credited to another account a beneficial interest in the related Book-Entry Certificate, in an amount equal to the Denomination of the Definitive Certificate to be so transferred, (iii) a written order given in accordance with the Depository Rules containing information regarding the account to be credited with such beneficial interest, (iv) if the affected Certificate is a Non-Registered Certificate, an Investment Representation Letter from the transferee to the effect that such transferee is a Qualified Institutional Buyer, and (v) ~~which interests are transferable through~~ if delivery is to be taken in the ~~book-entry facilities~~ form of a beneficial interest in the Regulation S Global Certificate, a Regulation S Certificate; the Certificate Registrar shall cancel such Definitive Certificate, execute and deliver a new Definitive Certificate for the Denomination of the ~~Depository~~Definitive Certificate not so transferred, registered in the name of the Holder or the Holder’s transferee (as instructed by the Holder), and the Certificate Registrar shall instruct the Depository or the custodian holding such Book-Entry Certificate on behalf of the Depository to increase the Denomination of the related Book-Entry Certificate by the Denomination of the Definitive Certificate to be so transferred, and to credit or cause to be credited to the account of the Person specified in such instructions a corresponding Denomination of such Book-Entry Certificate. (1) the offer of the Certificates was not made to a person in the United States; and (2) no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or 904(b) of Regulation S, as applicable, and the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act; or (ii) with respect to transfers made in reliance on Rule 144 under the Securities Act, that the Certificates being transferred are not “restricted securities” as defined in Rule 144 under the Securities Act. (h) The Certificates initially sold in offshore transactions in reliance on Regulation S shall be represented by a single Regulation S Global Certificate for each such Class in fully registered form without interest coupons, which will be deposited with the Trustee and registered in the name of Cede & Co. as nominee of DTC. Beneficial interests in each Regulation S Global Certificate may be held only through Euroclear or Clearstream. No interest in the Regulation S Global Certificates may be held by or transferred to a U.S. Person (as defined in Regulation S) except for exchanges for a beneficial interest in a Domestic Global Certificate or a Definitive Certificate as described in Section 5.02(m). Any beneficial interest in a Regulation S Global Certificate that is transferred to a U.S. Person that is an Institutional Accredited Investor (that is not a Qualified Institutional Buyer) is required to be delivered in the form of a Definitive Certificate and shall cease to be an interest in such Regulation S Global Certificate and, thereafter, will be subject to all transfer restrictions and other procedures applicable to Certificates in definitive form described in Section 5.03. Notwithstanding the foregoing, no transfer of a beneficial interest in a Regulation S Global Certificate to a Definitive Certificate pursuant to this Section 5.03 shall be made prior to the Release Date. Certificates evidenced by Regulation S Global Certificates shall be subject to certain restrictions on transfer as set forth in Section 5.02 and shall bear a legend regarding such restrictions described herein.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Banc of America Merrill Lynch Commercial Mortgage Inc.), Pooling and Servicing Agreement (Banc of America Merrill Lynch Commercial Mortgage Inc.)

Book-Entry Certificates. (a) ~~The~~ Each Class of Regular Interest Certificates ~~(other than the Class R and Class V Certificates)~~ shall initially be issued as one or more Certificates registered in the name of the Depository or its nominee and, except as provided in Section 5.02(b) and Section 5.03(c), a Transfer of such Certificates may not be registered by the Certificate Registrar unless such Transfer is to a successor Depository that agrees to hold such Certificates for the respective Certificate Owners with Ownership Interests therein. Such Certificate Owners shall hold and Transfer their respective Ownership Interests in and to such Certificates through the book-entry facilities of the Depository and, except as provided in Section 5.02(b) and Section 5.03(c~~) below~~), shall not be entitled to definitive, fully registered Certificates (“"Definitive Certificates”") in respect of such Ownership Interests. The ~~Classes of Non~~Class X-~~Registered~~ CL, Class X-W, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class P, Class Q, Class S and Class T Certificates initially sold to Qualified Institutional Buyers in reliance on Rule 144A or in reliance on another exemption from the registration requirements of the Securities Act shall, in the case of each such Class, be represented by the Rule 144A Global Certificate for such Class, which shall be deposited with the ~~Certificate Administrator~~ Trustee as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. The ~~Classes of Non~~Class X-~~Registered~~ CL, Class X-W, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class P, Class Q, Class S and Class T Certificates initially sold ~~to institutions that are non-United States Securities Persons~~ in ~~Offshore Transactions~~ offshore transactions in reliance on Regulation S shall, in the case of each such Class, be represented by the Regulation S Global Certificate for such Class, which shall be deposited with the ~~Certificate Administrator~~ Trustee as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. All Transfers by Certificate Owners of their respective Ownership Interests in the Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing each such Certificate Owner. Each Depository Participant shall only transfer the Ownership Interests in the Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository’s 's normal procedures. Each Certificate Owner is deemed, by virtue of its acquisition of an Ownership Interest in the applicable Class of Book-Entry Certificates, to agree to comply with the transfer requirements provided for in Section 5.02. (b) The ~~Certificate Administrator~~Trustee, the Master Servicer, the Special Servicer~~, the Trustee~~, the Depositor and the Certificate Registrar may for all purposes, including the making of payments due on the Book-Entry Certificates, deal with the Depository as the authorized representative of the Certificate Owners with respect to such Certificates for the purposes of exercising the rights of Certificateholders hereunder. ~~Except as expressly provided to the contrary herein, the~~ The rights of Certificate Owners with respect to the Book-Entry Certificates shall be limited to those established by law and agreements between such Certificate Owners and the Depository Participants and brokerage firms representing such Certificate Owners. Multiple requests and directions from, and votes of, the Depository as Holder of the Book-Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Certificate Owners. The ~~Certificate Administrator~~ Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and shall give notice to the Depository of such record date. (c) If (i)(A) the Depositor advises ~~the Certificate Administrator,~~ the Trustee and the Certificate Registrar in writing that the Depository is no longer willing or able to properly discharge its responsibilities with respect to a Class of the Book-Entry Certificates, and (B) the Depositor is unable to locate a qualified successor, or (ii) the Depositor at notifies the Depository of its ~~option advises the Trustee, the Certificate Administrator and the Certificate Registrar in writing that it elects~~ intent to terminate the book-entry system through the Depository with respect to a Class of Book-Entry ~~Certificates~~Certificates and (in the event applicable law and/or the Depository's procedures require that the Depository Participants holding Ownership Interests in such Class of Book-Entry Certificates submit a withdrawal request to the Depository in order to so terminate the book-entry system) the Depositor additionally notifies those Depository Participants and those Depository Participants submit a withdrawal request with respect to such termination, then the Certificate Registrar shall notify all affected Certificate Owners, through the Depository, of the occurrence of any such event and of the availability of Definitive Certificates to such Certificate Owners requesting the same. Upon surrender to the Certificate Registrar of the Book-Entry Certificates of any Class thereof by the Depository, accompanied by registration instructions from the Depository for registration of transfer, the Certificate Registrar shall execute, and the Authenticating Agent shall authenticate and deliver, the Definitive Certificates in respect of such Class to the Certificate Owners identified in such instructions. None of the Depositor, the Master Servicer, the Special Servicer, the ~~Certificate Administrator, the~~ Trustee or the Certificate Registrar shall be liable for any delay in delivery of such instructions, and each of them may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates for purposes of evidencing ownership of any Class of Registered Certificates, the registered holders of such Definitive Certificates shall be recognized as Certificateholders hereunder and, accordingly, shall be entitled directly to receive payments on, to exercise Voting Rights with respect to, and to transfer and exchange such Definitive Certificates. (d) Notwithstanding any other provisions contained herein, neither the ~~Certificate Administrator~~ Trustee nor the Certificate Registrar shall have any responsibility whatsoever to monitor or restrict the Transfer of ownership interests in any Certificate (including but not limited to any Non-Registered Certificate or any Subordinate Certificate) which interests are transferable through the book-entry facilities of the Depository.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (LB-UBS Commercial Mortgage Trust 2006-C7), Pooling and Servicing Agreement (LB-UBS Commercial Mortgage Trust 2006-C7)

Book-Entry Certificates. (a) ~~The Certificates (other than the~~ Class R A-0, Xxxxx X-0, Class A-3, Class A-SB, Class X-A, Class X-B, Class A-S, Class B, Class C, Class D, Class E, Class F and Class ~~V Certificates) shall~~ G Certificates shall, in the case of each such Class, initially be issued as one or more Certificates registered in the name of the Depository or its nominee and, except as provided in Section 5.02(b) and Section 5.03(c), a Transfer of such Certificates may not be registered by the Certificate Registrar unless such Transfer is to a successor Depository that agrees to hold such Certificates for the respective Certificate Owners with Ownership Interests therein. Such Certificate Owners shall hold and Transfer their respective Ownership Interests in and to such Certificates through the book-entry facilities of the Depository and, except as provided in Section 5.03(c) below, shall not be entitled to definitive, fully registered Certificates (“Definitive Certificates”) in respect of such Ownership Interests. The Classes of Non-Registered Certificates initially sold to Qualified Institutional Buyers in reliance on Rule 144A or in reliance on another exemption from the registration requirements of the Securities Act shall, in the case of each such Class, be represented by the Rule 144A Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. The Classes of Non-Registered Certificates initially sold ~~to institutions that are non-United States Securities Persons~~ in ~~Offshore Transactions~~ offshore transactions in reliance on Regulation S shall, in the case of each such Class, be represented by the Regulation S Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. All Transfers by Certificate Owners of their respective Ownership Interests in the Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing each such Certificate Owner. Each Depository Participant shall only transfer the Ownership Interests in the Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository’s normal procedures. (b) The Certificate Administrator, the Master Servicer, the Special Servicer, the Trustee, the Depositor and the Certificate Registrar may for all purposes, including the making of payments due on the Book-Entry Certificates, deal with the Depository as the authorized representative of the Certificate Owners with respect to such Certificates for the purposes of exercising the rights of Certificateholders hereunder. Except as expressly provided to the contrary herein, the rights of Certificate Owners with respect to the Book-Entry Certificates shall be limited to those established by law and agreements between such Certificate Owners and the Depository Participants and brokerage firms representing such Certificate Owners. Multiple requests and directions from, and votes of, the Depository as Holder of the Book-Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Certificate Owners. The Certificate Administrator may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and shall give notice to the Depository of such record date. (c) If (i)(A) the Depositor advises the Certificate Administrator, the Trustee and the Certificate Registrar in writing that the Depository is no longer willing or able to properly discharge its responsibilities with respect to a Class of the Book-Entry Certificates, and (B) the Depositor is unable to locate a qualified successor, or (ii) the Depositor at its option advises the Trustee, the Certificate Administrator and the Certificate Registrar in writing that it elects to terminate the book-entry system through the Depository with respect to a Class of Book-Entry Certificates, the Certificate Registrar shall notify all affected Certificate Owners, through the Depository, of the occurrence of any such event and of the availability of Definitive Certificates to such Certificate Owners requesting the same. Upon surrender to the Certificate Registrar of the Book-Entry Certificates of any Class thereof by the Depository, accompanied by registration instructions from the Depository for registration of transfer, the Certificate Registrar shall execute, and the Authenticating Agent shall authenticate and deliver, the Definitive Certificates in respect of such Class to the Certificate Owners identified in such instructions. None of the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee or the Certificate Registrar shall be liable for any delay in delivery of such instructions, and each of them may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates for purposes of evidencing ownership of any Class of Registered Certificates, the registered holders of such Definitive Certificates shall be recognized as Certificateholders hereunder and, accordingly, shall be entitled directly to receive payments on, to exercise Voting Rights with respect to, and to transfer and exchange such Definitive Certificates. (d) Notwithstanding any other provisions contained herein, neither the Certificate Administrator nor the Certificate Registrar shall have any responsibility whatsoever to monitor or restrict the Transfer of ownership interests in any Certificate (including but not limited to any Non-Registered Certificate~~) which interests are transferable through the book-entry facilities of the Depository.~~

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2012-Lc5), Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2012-Lc5)

Book-Entry Certificates. (a) The Regular Certificates ~~(other than the Class R and Class V Certificates)~~ shall initially be issued as one or more Certificates registered in the name of the Depository or its nominee and, except as provided in ~~Section 5.02(b~~subsection (c) ~~and Section 5.03(c)~~below, ~~a Transfer~~ transfer of such Certificates may not be registered by the Certificate Registrar unless such ~~Transfer~~ transfer is to a successor Depository that agrees to hold such Certificates for the respective Certificate Owners with Ownership Interests therein. Such Certificate Owners shall hold and ~~Transfer~~ transfer their respective Ownership Interests in and to such Certificates through the book-entry facilities of the Depository and, except as provided in Section ~~5.03(c~~5.02(e) above or subsection (c) below, shall not be entitled to ~~definitive, fully registered~~ Definitive Certificates ~~(“Definitive Certificates”)~~ in respect of such Ownership Interests. The Classes of Non-Registered Certificates initially sold to Qualified Institutional Buyers in reliance on Rule 144A or in reliance on another exemption from the registration requirements of the Securities Act shall, in the case of each such Class, be represented by the Rule 144A Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. The Classes of Non-Registered Certificates initially sold to institutions that are non-United States Securities Persons in Offshore Transactions in reliance on Regulation S shall, in the case of each such Class, be represented by the Regulation S Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. All ~~Transfers~~ transfers by Certificate Owners of their respective Ownership Interests in the Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing ~~each~~ such Certificate Owner. Each Depository Participant shall only transfer the Ownership Interests in the Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository’s 's normal procedures. (b) The ~~Certificate Administrator~~Trustee, the ~~Master~~ Servicer, the Special Servicer, the ~~Trustee~~Paying Agent, the Fiscal Agent, the Depositor and the Certificate Registrar may for all purposes, including the making of payments due on the Book-Entry Certificates, deal with the Depository as the authorized representative of the Certificate Owners with respect to such Certificates for the purposes of exercising the rights of Certificateholders hereunder. ~~Except as expressly provided to the contrary herein, the~~ The rights of Certificate Owners with respect to the Book-Entry Certificates shall be limited to those established by law and agreements between such Certificate Owners and the Depository Participants and brokerage firms representing such Certificate Owners. Multiple requests and directions from, and votes of, the Depository as Holder of the Book-Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Certificate Owners. The ~~Certificate Administrator~~ Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and shall give notice to the Depository of such record date. (c) If (i)(A) the Depositor advises the ~~Certificate Administrator~~Trustee, the ~~Trustee~~ Paying Agent and the Certificate Registrar in writing that the Depository is no longer willing or able to properly discharge its responsibilities with respect to ~~a Class of~~ the Book-Entry ~~Certificates,~~ Certificates and (B) the Depositor is unable to locate a qualified successor, or (ii) the Depositor at its option advises the Trustee, the ~~Certificate Administrator~~ Paying Agent and the Certificate Registrar in writing that it elects to terminate the book-entry system through the ~~Depository with respect to a Class of Book-Entry Certificates~~Depository, the ~~Certificate Registrar~~ Paying Agent shall notify ~~all~~ the affected Certificate Owners, through the ~~Depository~~Depository with respect to all, any Class or any portion of any Class of the Certificates or (iii) the Trustee determines that Definitive Certificates are required in accordance with the provisions of Section 5.03(e), of the occurrence of any such event and of the availability of 117 Definitive Certificates to ~~such~~ Certificate Owners requesting the same. Upon surrender to the Certificate Registrar of the Book-Entry Certificates by the Depository or any custodian acting on behalf of ~~any Class thereof by~~ the Depository, accompanied by registration instructions from the Depository for registration of transfer, the Certificate Registrar shall execute, and the Authenticating Agent shall authenticate and deliver, within 5 Business Days of such request if made at the Registrar Office, or within 10 Business Days if made at the office of a transfer agent (other than the Certificate Registrar), the Definitive Certificates ~~in respect of such Class~~ to the Certificate Owners identified in such instructions. None of the Depositor, the ~~Master~~ Fiscal Agent, the Paying Agent, the Servicer, the Trustee, the Special Servicer, the ~~Certificate Administrator, the Trustee or~~ Authenticating Agent and the Certificate Registrar shall be liable for any delay in delivery of such ~~instructions,~~ instructions and ~~each of them~~ may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates for purposes of evidencing ownership of any Class of ~~Registered~~ Certificates, the registered ~~holders~~ Holders of such Definitive Certificates shall be recognized as Certificateholders hereunder and, accordingly, shall be entitled directly to receive payments on, to exercise Voting Rights with respect to, and to transfer and exchange such Definitive Certificates. (d) ~~Notwithstanding~~ The Book-Entry Certificates (i) shall be delivered by the Certificate Registrar to the Depository, or pursuant to the Depository's instructions, and shall be registered in the name of Cede & Co. 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 Certificate Registrar for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other ~~provisions contained~~ 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), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. The Book-Entry Certificates may be deposited with such other Depository as the Certificate Registrar may from time to time designate, and shall bear such legend as may be appropriate. (e) 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 all or any portion of the Certificates evidenced by Book-Entry Certificates, the Trustee may in its sole discretion determine that such Certificates shall no longer be represented by such Book-Entry Certificates. In such event, the Certificate Registrar will execute, the Authenticating Agent will authenticate and the Certificate Registrar will deliver, in exchange for such Book-Entry Certificates, Definitive Certificates in a Denomination equal to the aggregate Denomination of such Book-Entry Certificates to the party so requesting such Definitive Certificates. In such event, the Trustee shall notify the affected Certificate Owners and make appropriate arrangements for the effectuation of the purpose of this clause. 118 (f) Upon acceptance for exchange or transfer of a beneficial interest in a Book-Entry Certificate for a Definitive Certificate, as provided herein, ~~neither the Certificate Administrator nor~~ the Certificate Registrar shall ~~have any responsibility whatsoever~~ endorse on a schedule affixed to ~~monitor or restrict~~ the ~~Transfer of ownership interests in any~~ related Book-Entry Certificate (~~including but not limited~~ or on a continuation of such schedule affixed to such Book-Entry Certificate and made a part thereof) an appropriate notation evidencing the date of such exchange or transfer and a decrease in the Denomination of such Book-Entry Certificate equal to the Denomination of such Definitive Certificate issued in exchange therefor or upon transfer thereof. (g) If a Holder of a Definitive Certificate wishes at any time to transfer such Certificate to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Book-Entry Certificate, such transfer may be effected only in accordance with Depository Rules and this Section 5.03(g). Upon receipt by the Certificate Registrar at the Registrar Office of (i) the Definitive Certificate to be transferred with an assignment and transfer pursuant to Section 5.02(a), (ii) written instructions given in accordance with Depository Rules directing the Certificate Registrar to credit or cause to be credited to another account a beneficial interest in the related Book-Entry Certificate, in an amount equal to the Denomination of the Definitive Certificate to be so transferred, (iii) a written order given in accordance with the Depository Rules containing information regarding the account to be credited with such beneficial interest and (iv) if the affected Certificate is a Non-Registered Certificate an Investment Representation Letter from the transferee to the effect that such transferee is a Qualified Institutional Buyer, the Certificate Registrar shall cancel such Definitive Certificate~~) which interests are transferable through~~ , execute and deliver a new Definitive Certificate for the ~~book-entry facilities~~ Denomination of the ~~Depository~~Definitive Certificate not so transferred, registered in the name of the Holder or the Holder's transferee (as instructed by the Holder), and the Certificate Registrar shall instruct the Depository or the custodian holding such Book-Entry Certificate on behalf of the Depository to increase the Denomination of the related Book-Entry Certificate by the Denomination of the Definitive Certificate to be so transferred, and to credit or cause to be credited to the account of the Person specified in such instructions a corresponding Denomination of such Book-Entry Certificate.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Bear Stearns Commercial Mortgage Securities Inc), Pooling and Servicing Agreement (Bear Stearns Commercial Mortgage Securities Inc)

Book-Entry Certificates. (a) ~~The Certificates (other than~~ As of the Sequel Closing Date, the Class R A, Class X, Class B, Class C, Class D, Class E and Class V F Certificates) , and as of the Original Closing Date, the Class G, Class H, Class J and Class K Certificates shall initially be issued as one or more Certificates registered in the name of the Depository or its nominee and, except as provided in ~~Section 5.02(b~~subsection (c) ~~and Section 5.03(c)~~below, ~~a Transfer~~ transfer of such Certificates may not be registered by the Certificate Registrar unless such ~~Transfer~~ transfer is to a successor Depository that agrees to hold such Certificates for the respective Certificate Owners with Ownership Interests therein. Such Certificate Owners shall hold and ~~Transfer~~ transfer their respective Ownership Interests in and to such Certificates through the book-entry facilities of the Depository and, except as provided in ~~Section 5.03(c~~subsection (c) below, shall not be entitled to ~~definitive~~fully registered, ~~fully registered~~ physical Certificates (“"Definitive Certificates”") in respect of such Ownership Interests. The Classes of Non-Registered Certificates initially sold to Qualified Institutional Buyers in reliance on Rule 144A or in reliance on another exemption from the registration requirements of the Securities Act shall, in the case of each such Class, be represented by the Rule 144A Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. The Classes of Non-Registered Certificates initially sold to institutions that are non-United States Securities Persons in Offshore Transactions in reliance on Regulation S shall, in the case of each such Class, be represented by the Regulation S Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. All ~~Transfers~~ transfers by Certificate Owners of their respective Ownership Interests in the Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing each such Certificate Owner. Each Depository Participant shall only transfer the Ownership Interests in the Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository’s 's normal procedures. Neither the Certificate Registrar nor the Trustee shall have any responsibility to monitor or restrict the transfer of Ownership Interests in Certificates through the book-entry facilities of the Depository. (b) The ~~Certificate Administrator~~Depositor, the Mortgage Loan Seller, the Trustee, the Master Servicer, the Special Servicer, the ~~Trustee, the Depositor~~ REMIC Administrator and the Certificate Registrar may for all purposes, including the making of payments due on the Book-Entry Certificates, deal with the Depository as the authorized representative of the Certificate Owners with respect to such Certificates for the purposes of exercising the rights of Certificateholders hereunder. ~~Except as expressly provided to the contrary herein, the~~ The rights of Certificate Owners with respect to the Book-Entry Certificates shall be limited to those established by law and agreements between such Certificate Owners and the Depository Participants and brokerage firms representing such Certificate Owners. Multiple requests and directions from, and votes of, the Depository as Holder of the Book-Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Certificate Owners. The ~~Certificate Administrator~~ Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and shall give notice to the Depository of such record date. If any party hereto requests from the Depository a list of the Depository Participants in respect of any Class or Classes of the Book-Entry Certificates, the cost thereof shall be borne by the party on whose behalf such request is made (but in no event shall any such cost be borne by the Trustee). (c) If (i)(A) the Depositor advises ~~the Certificate Administrator,~~ the Trustee and the Certificate Registrar in writing that the Depository is no longer willing or able to properly discharge its responsibilities with respect to a any Class of the Book-Entry Certificates, and (B) the Depositor is unable to locate a qualified successor, or (ii) the Depositor at its option advises the ~~Trustee, the Certificate Administrator~~ Trustee and the Certificate Registrar in writing that it elects to terminate the book-entry system through the Depository with respect to a any Class of the Book-Entry Certificates, the Certificate Registrar shall notify all affected Certificate Owners, through the Depository, of the occurrence of any such event and of the availability of Definitive Certificates to such Certificate Owners requesting the same. Upon surrender to the Certificate Registrar of any Class of the Book-Entry Certificates ~~of any Class thereof~~ by the Depository, accompanied by registration instructions ~~from the Depository~~ for registration of transfer, the ~~Certificate Registrar~~ Trustee shall execute, and the ~~Authenticating Agent~~ Certificate Registrar shall authenticate and deliver, the appropriate Definitive Certificates ~~in respect of such Class~~ to the Certificate Owners identified in such instructions. None of the Depositor, the Mortgage Loan Seller, the Master Servicer, the Special Servicer, the ~~Certificate Administrator~~Trustee, the ~~Trustee~~ REMIC Administrator or the Certificate Registrar shall be liable for any delay in delivery of such ~~instructions,~~ instructions and ~~each of them~~ may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates for purposes of evidencing ownership of any Class of Registered Certificates, the registered holders of such Definitive Certificates shall be recognized as Certificateholders hereunder and, accordingly, shall be entitled directly to receive payments on, to exercise Voting Rights with respect to, and to transfer and exchange such Definitive Certificates. (d) ~~Notwithstanding~~ The Book-Entry Certificates (i) shall be delivered by the Certificate Registrar to the Depository, or pursuant to the Depository's instructions, and shall be registered in the name of Cede & Co. 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 Certificate Registrar for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other ~~provisions contained~~ 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), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. The Book-Entry Certificates may be deposited with such other Depository as the Certificate Registrar may from time to time designate, and shall bear such legend as may be appropriate. (e) Upon acceptance for exchange or transfer of a beneficial interest in a Book-Entry Certificate for a Definitive Certificate, as provided herein, ~~neither the Certificate Administrator nor~~ the Certificate Registrar shall ~~have any responsibility whatsoever~~ endorse on a schedule affixed to ~~monitor or restrict~~ the ~~Transfer of ownership interests in any~~ related Book-Entry Certificate (~~including but not limited~~ or on a continuation of such schedule affixed to such Book-Entry Certificate and made a part thereof) an appropriate notation evidencing the date of such exchange or transfer and a decrease in the Denomination of such Book-Entry Certificate equal to the Denomination of such Definitive Certificate issued in exchange therefor or upon transfer thereof. (f) If a Holder of a Definitive Certificate wishes at any time to transfer such Certificate to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Book-Entry Certificate, such transfer may be effected only in accordance with Depository Rules and this Section 5.03(f). Upon receipt by the Certificate Registrar at the Registrar Office of (i) the Definitive Certificate to be transferred with an assignment and transfer pursuant to Section 5.02(a), (ii) written instructions given in accordance with Depository Rules directing the Certificate Registrar to credit or cause to be credited to another account a beneficial interest in the related Book-Entry Certificate, in an amount equal to the Denomination of the Definitive Certificate to be so transferred, (iii) a written order given in accordance with the Depository Rules containing information regarding the account to be credited with such beneficial interest and (iv) if the affected Certificate is a Non-Registered Certificate an Investment Representation Letter from the transferee to the effect that such transferee is a Qualified Institutional Buyer, the Certificate Registrar shall cancel such Definitive Certificate~~) which interests are transferable through~~ , execute and deliver a new Definitive Certificate for the ~~book-entry facilities~~ Denomination of the ~~Depository~~Definitive Certificate not so transferred, registered in the name of the Holder or the Holder's transferee (as instructed by the Holder), and the Certificate Registrar shall instruct the Depository or the custodian holding such Book-Entry Certificate on behalf of the Depository to increase the Denomination of the related Book-Entry Certificate by the Denomination of the Definitive Certificate to be so transferred, and to credit or cause to be credited to the account of the Person specified in such instructions a corresponding Denomination of such Book-Entry Certificate.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Nationslink Funding Corp Comm Mort Pass THR Cert Ser 1998-2), Pooling and Servicing Agreement (Nationslink Funding Corp Comm Mort Pass THR Cert Ser 1998-2)

Book-Entry Certificates. (a) The Regular Certificates ~~(other than the Class R and Class V Certificates)~~ shall initially be issued as one or more Certificates registered in the name of the Depository or its nominee and, except as provided in ~~Section 5.02(b~~subsection (c) ~~and Section 5.03(c)~~below, ~~a Transfer~~ transfer of such Certificates may not be registered by the Certificate Registrar unless such ~~Transfer~~ transfer is to a successor Depository that agrees to hold such Certificates for the respective Certificate Owners with Ownership Interests therein. Such Certificate Owners shall hold and ~~Transfer~~ transfer their respective Ownership Interests in and to such Certificates through the book-entry facilities of the Depository and, except as provided in Section ~~5.03(c~~5.02(e) above or subsection (c) below, shall not be entitled to ~~definitive, fully registered~~ Definitive Certificates ~~(“Definitive Certificates”)~~ in respect of such Ownership Interests. The Classes of Non-Registered Certificates initially sold to Qualified Institutional Buyers in reliance on Rule 144A or in reliance on another exemption from the registration requirements of the Securities Act shall, in the case of each such Class, be represented by the Rule 144A Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. The Classes of Non-Registered Certificates initially sold to institutions that are non-United States Securities Persons in Offshore Transactions in reliance on Regulation S shall, in the case of each such Class, be represented by the Regulation S Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. All ~~Transfers~~ transfers by Certificate Owners of their respective Ownership Interests in the Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing ~~each~~ such Certificate Owner. Each Depository Participant shall only transfer the Ownership Interests in the Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository’s 's normal procedures. (b) The ~~Certificate Administrator~~Trustee, the ~~Master~~ Servicer, the Special Servicer, the ~~Trustee~~Paying Agent, the Fiscal Agent, the Depositor and the Certificate Registrar may for all purposes, including the making of payments due on the Book-Entry Certificates, deal with the Depository as the authorized representative of the Certificate Owners with respect to such Certificates for the purposes of exercising the rights of Certificateholders hereunder. ~~Except as expressly provided to the contrary herein, the~~ The rights of Certificate Owners with respect to the Book-Entry Certificates shall be limited to those established by law and agreements between such Certificate Owners and the Depository Participants and brokerage firms representing such Certificate Owners. Multiple requests and directions from, and votes of, the Depository as Holder of the Book-Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Certificate Owners. The ~~Certificate Administrator~~ Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and shall give notice to the Depository of such record date. (c) If (i)(A) the Depositor advises the ~~Certificate Administrator~~Trustee, the ~~Trustee~~ Paying Agent and the Certificate Registrar in writing that the Depository is no longer willing or able to properly discharge its responsibilities with respect to ~~a Class of~~ the Book-Entry ~~Certificates,~~ Certificates and (B) the Depositor is unable to locate a qualified successor, or (ii) the Depositor at its option advises the Trustee, the ~~Certificate Administrator~~ Paying Agent and the Certificate Registrar in writing that it elects to terminate the book-entry system through the ~~Depository with respect to a Class of Book-Entry Certificates~~Depository, the ~~Certificate Registrar~~ Paying Agent shall notify ~~all~~ the affected Certificate Owners, through the ~~Depository~~Depository with respect to all, any Class or any portion of any Class of the Certificates or (iii) the Trustee determines that Definitive Certificates are required in accordance with the provisions of Section 5.03(e), of the occurrence of any such event and of the availability of Definitive Certificates to ~~such~~ Certificate Owners requesting the same. Upon surrender to the Certificate Registrar of the Book-Entry Certificates by the Depository or any custodian acting on behalf of ~~any Class thereof by~~ the Depository, accompanied by registration instructions from the Depository for registration of transfer, the Certificate Registrar shall execute, and the Authenticating Agent shall authenticate and deliver, within 5 Business Days of such request if made at the Registrar Office, or within 10 Business Days if made at the office of a transfer agent (other than the Certificate Registrar), the Definitive Certificates ~~in respect of such Class~~ to the Certificate Owners identified in such instructions. None of the Depositor, the ~~Master~~ Fiscal Agent, the Paying Agent, the Servicer, the Trustee, the Special Servicer, the ~~Certificate Administrator, the Trustee or~~ Authenticating Agent and the Certificate Registrar shall be liable for any delay in delivery of such ~~instructions,~~ instructions and ~~each of them~~ may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates for purposes of evidencing ownership of any Class of ~~Registered~~ Certificates, the registered ~~holders~~ Holders of such Definitive Certificates shall be recognized as Certificateholders hereunder and, accordingly, shall be entitled directly to receive payments on, to exercise Voting Rights with respect to, and to transfer and exchange such Definitive Certificates. (d) ~~Notwithstanding~~ The Book-Entry Certificates (i) shall be delivered by the Certificate Registrar to the Depository, or pursuant to the Depository's instructions, and shall be registered in the name of Cede & Co. 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 Certificate Registrar for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other ~~provisions contained~~ 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), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. The Book-Entry Certificates may be deposited with such other Depository as the Certificate Registrar may from time to time designate, and shall bear such legend as may be appropriate. (e) 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 all or any portion of the Certificates evidenced by Book-Entry Certificates, the Trustee may in its sole discretion determine that such Certificates shall no longer be represented by such Book-Entry Certificates. In such event, the Certificate Registrar will execute, the Authenticating Agent will authenticate and the Certificate Registrar will deliver, in exchange for such Book-Entry Certificates, Definitive Certificates in a Denomination equal to the aggregate Denomination of such Book-Entry Certificates to the party so requesting such Definitive Certificates. In such event, the Trustee shall notify the affected Certificate Owners and make appropriate arrangements for the effectuation of the purpose of this clause. (f) Upon acceptance for exchange or transfer of a beneficial interest in a Book-Entry Certificate for a Definitive Certificate, as provided herein, ~~neither the Certificate Administrator nor~~ the Certificate Registrar shall ~~have any responsibility whatsoever~~ endorse on a schedule affixed to ~~monitor or restrict~~ the ~~Transfer of ownership interests in any~~ related Book-Entry Certificate (~~including but not limited~~ or on a continuation of such schedule affixed to such Book-Entry Certificate and made a part thereof) an appropriate notation evidencing the date of such exchange or transfer and a decrease in the Denomination of such Book-Entry Certificate equal to the Denomination of such Definitive Certificate issued in exchange therefor or upon transfer thereof. (g) If a Holder of a Definitive Certificate wishes at any time to transfer such Certificate to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Book-Entry Certificate, such transfer may be effected only in accordance with Depository Rules and this Section 5.03(g). Upon receipt by the Certificate Registrar at the Registrar Office of (i) the Definitive Certificate to be transferred with an assignment and transfer pursuant to Section 5.02(a), (ii) written instructions given in accordance with Depository Rules directing the Certificate Registrar to credit or cause to be credited to another account a beneficial interest in the related Book-Entry Certificate, in an amount equal to the Denomination of the Definitive Certificate to be so transferred, (iii) a written order given in accordance with the Depository Rules containing information regarding the account to be credited with such beneficial interest and (iv) if the affected Certificate is a Non-Registered Certificate an Investment Representation Letter from the transferee to the effect that such transferee is a Qualified Institutional Buyer, the Certificate Registrar shall cancel such Definitive Certificate~~) which interests are transferable through~~ , execute and deliver a new Definitive Certificate for the ~~book-entry facilities~~ Denomination of the ~~Depository~~Definitive Certificate not so transferred, registered in the name of the Holder or the Holder's transferee (as instructed by the Holder), and the Certificate Registrar shall instruct the Depository or the custodian holding such Book-Entry Certificate on behalf of the Depository to increase the Denomination of the related Book-Entry Certificate by the Denomination of the Definitive Certificate to be so transferred, and to credit or cause to be credited to the account of the Person specified in such instructions a corresponding Denomination of such Book-Entry Certificate.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Chase Commercial Mortgage Securities Corp), Pooling and Servicing Agreement (Chase Commercial Mortgage Securities Corp)

Book-Entry Certificates. (ai) The ~~Certificates (other than~~ Class A Certificates, the Class R M Certificates and the Class ~~V Certificates~~B Certificates that are not sold in offshore transactions in reliance on Regulation S under the Securities Act shall be offered and sold in reliance on the exemption from registration under Rule 144A (except for any sale directly from the Trust) and shall ~~initially~~ be issued as initially in the form of one or more permanent global certificates in definitive, fully registered form without interest coupons with the applicable legends set forth in Exhibits A, M and B hereto, as applicable, added to the form of such Certificates (each, a “Restricted Book-Entry Certificate”), which shall be registered in the name of the nominee of the Depository and deposited with the Trustee, as custodian for the Depository. The aggregate principal amount of the Restricted Book-Entry Certificates may from time to time be increased or decreased by adjustments made on the records of the Trustee or the Depository or its nominee, as the case may be, as hereinafter provided. (ii) The Class A Certificates, the Class M Certificates and the Class B Certificates offered and sold in offshore transactions in reliance on Regulation S under the Securities Act shall be issued initially, and during the “40 day distribution compliance period” described below shall remain, in the form of temporary global certificates, without interest coupons (the “Regulation S Temporary Book-Entry Certificates”), to be held by the Depository and registered in the name of a nominee of the Depository or its custodian for the respective accounts of Euroclear and Clearstream duly executed by the Seller and authenticated by the Trustee as hereinafter provided. The “40 day distribution compliance period” shall be terminated upon the later of (i) the end of the distribution compliance period (as defined in Rule 902 of the Securities Act) and (ii) receipt by the Trustee of a written certificate from the Depository, together with copies of certificates substantially in the form of Exhibit I from Euroclear or Clearstream, certifying that the beneficial owner of such Regulation S Temporary Book-Entry Certificate is a non-U.S. person. Following the termination of the 40 day distribution compliance period, beneficial interests in the Regulation S Temporary Book-Entry Certificates may be exchanged for beneficial interests in permanent Book-Entry Certificates (the “Regulation S Permanent Book-Entry Certificates”; and together with the Regulation S Temporary Book-Entry Certificate, the “Regulation S Book-Entry Certificates”), which will be duly executed by the Seller and authenticated by the Trustee as hereinafter provided and which will be deposited with the Trustee, as custodian for the Depository, and registered in the name of the Depository or ~~its~~ a nominee ~~and, except as provided in Section 5.02(b) and Section 5.03(c),~~ thereof. Upon any exchange of a ~~Transfer~~ portion of ~~such Certificates may not be registered by the Certificate Registrar unless such Transfer is to~~ a successor Depository that agrees to hold such Certificates for the respective Certificate Owners with Ownership Interests therein. Such Certificate Owners shall hold and Transfer their respective Ownership Interests in and to such Certificates through the book-entry facilities of the Depository and, except as provided in Section 5.03(c) below, shall not be entitled to definitive, fully registered Certificates (“Definitive Certificates”) in respect of such Ownership Interests. The Classes of Non-Registered Certificates initially sold to Qualified Institutional Buyers in reliance on Rule 144A or in reliance on another exemption from the registration requirements of the Securities Act shall, in the case of each such Class, be represented by the Rule 144A Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. The Classes of Non-Registered Certificates initially sold to institutions that are non-United States Securities Persons in Offshore Transactions in reliance on Regulation S shall, in the case of each such Class, be represented by the Regulation S Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. All Transfers by Certificate Owners of their respective Ownership Interests in the Temporary Book-Entry ~~Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing each such~~ Certificate ~~Owner. Each Depository Participant shall only transfer the Ownership Interests in the~~ for a comparable portion of a Regulation S Permanent Book-Entry ~~Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository’s normal procedures. (b) The Certificate Administrator~~Certificate, the ~~Master Servicer, the Special Servicer, the Trustee, the Depositor and the Certificate Registrar may for all purposes, including the making of payments due~~ Trustee shall endorse on the schedules affixed to each of such Regulation S Book-Entry ~~Certificates, deal with~~ Certificate (or on continuations of such schedules affixed to each of such Regulation S Book-Entry Certificate and made parts thereof) appropriate notations evidencing the ~~Depository as the authorized representative~~ date of the Certificate Owners with respect to such Certificates for the purposes of exercising the rights of Certificateholders hereunder. Except as expressly provided to the contrary herein, the rights of Certificate Owners transfer and (x) with respect to the Regulation S Temporary Book-Entry ~~Certificates shall be limited~~ Certificate, a decrease in the principal amount thereof equal to ~~those established~~ the amount covered by ~~law~~ the applicable certification and ~~agreements between such Certificate Owners and~~ (y) with respect to the ~~Depository Participants and brokerage firms representing such Certificate Owners. Multiple requests and directions from, and votes of, the Depository as Holder of the~~ Regulation S Permanent Book-Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Certificate Owners. The Certificate Administrator may establish a reasonable record date Certificate, an increase in ~~connection with solicitations of consents from or voting by Certificateholders and shall give notice~~ the principal amount thereof equal to the Depository of such record date. (c) If (i)(A) the Depositor advises the Certificate Administrator, the Trustee and the Certificate Registrar in writing that the Depository is no longer willing or able to properly discharge its responsibilities with respect to a Class principal amount of the decrease in the Regulation S Temporary Book-Entry Certificates, and (B) the Depositor is unable to locate a qualified successor, or (ii) the Depositor at its option advises the Trustee, the Certificate Administrator and the Certificate Registrar in writing that it elects to terminate the book-entry system through the Depository with respect to a Class of Book-Entry Certificates, the Certificate Registrar shall notify all affected Certificate Owners, through the Depository, of the occurrence of any such event and of the availability of Definitive Certificates to such Certificate Owners requesting the same. Upon surrender to the Certificate Registrar of the Book-Entry Certificates of any Class thereof by the Depository, accompanied by registration instructions from the Depository for registration of transfer, the Certificate Registrar shall execute, and the Authenticating Agent shall authenticate and deliver, the Definitive Certificates in respect of such Class to the Certificate Owners identified in such instructions. None of the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee or the Certificate Registrar shall be liable for any delay in delivery of such instructions, and each of them may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates for purposes of evidencing ownership of any Class of Registered Certificates, the registered holders of such Definitive Certificates shall be recognized as Certificateholders hereunder and, accordingly, shall be entitled directly to receive payments on, to exercise Voting Rights with respect to, and to transfer and exchange such Definitive CertificatesCertificate. (d) Notwithstanding any other provisions contained herein, neither the Certificate Administrator nor the Certificate Registrar shall have any responsibility whatsoever to monitor or restrict the Transfer of ownership interests in any Certificate (including but not limited to any Non-Registered Certificate) which interests are transferable through the book-entry facilities of the Depository.

Appears in 2 contracts

Samples: Series Supplement (Alliance Data Systems Corp), Pooling and Servicing Agreement (Charming Shoppes Inc)

Book-Entry Certificates. (a) The ~~Certificates (other than the~~ Class R S, Class A and Class ~~V Certificates) shall~~ B-1 Certificates shall, in the case of each Class thereof, initially be issued as one or more Certificates registered in the name of the Depository or its nominee and, except as provided in Section ~~5.02(b) and Section~~ 5.03(c), ~~a Transfer~~ transfer of such Certificates may not be registered by the Certificate Registrar unless such ~~Transfer~~ transfer is to a successor Depository that agrees to hold such Certificates for the respective Certificate Owners with Ownership Interests 126 therein. Such Certificate Owners shall hold ~~and Transfer~~ and, subject to Section 5.02(c), transfer their respective Ownership Interests in and to such Certificates through the book-entry facilities of the Depository and, except as provided in Section 5.03(c) below, shall not be entitled to ~~definitive~~fully registered, ~~fully registered~~ physical Certificates (“"Definitive Certificates”") in respect of such Ownership Interests. The Classes of Non-Registered Certificates initially sold to Qualified Institutional Buyers in reliance on Rule 144A or in reliance on another exemption from the registration requirements of the Securities Act shall, in the case of each such Class, be represented by the Rule 144A Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. The Classes of Non-Registered Certificates initially sold to institutions that are non-United States Securities Persons in Offshore Transactions in reliance on Regulation S shall, in the case of each such Class, be represented by the Regulation S Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. All ~~Transfers~~ transfers by Certificate Owners of their respective Ownership Interests in the Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing each such Certificate Owner. Each Depository Participant shall only transfer the Ownership Interests in the Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository’s 's normal procedures. (b) The ~~Certificate Administrator~~Depositor, the Master Servicer, the Special Servicer, the ~~Trustee~~REMIC Administrator, the ~~Depositor~~ Trustee and the Certificate Registrar may for all purposes, ~~including~~ including, without limitation, the making of payments due on the Book-Entry Certificates, deal with the Depository as the authorized representative of the Certificate Owners with respect to such Certificates for the purposes of exercising the rights of Certificateholders hereunder. ~~Except as expressly provided to the contrary herein, the~~ The rights of Certificate Owners with respect to the Book-Entry Certificates shall be limited to those established by law and agreements between such Certificate Owners and the Depository Participants and brokerage firms representing such Certificate Owners. Multiple requests and directions from, and votes of, the Depository as Holder of the Book-Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Certificate Owners. The ~~Certificate Administrator~~ Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and shall give notice to the Depository of such record date. (c) If (i)(A) the Depositor advises the ~~Certificate Administrator, the~~ Trustee and the Certificate Registrar in writing that the Depository is no longer willing or able to properly discharge its responsibilities with respect to a any Class of ~~the~~ Book-Entry Certificates, and (B) the Depositor is unable to locate a qualified successor, or (ii) the Depositor at its option advises the ~~Trustee, the Certificate Administrator~~ Trustee and the Certificate Registrar in writing that it elects to terminate the book-entry system through the Depository with respect to a any Class of Book-Entry ~~Certificates~~Certificates (or any portion of any Class thereof), the Certificate Registrar shall notify all affected Certificate Owners, through the Depository, of the occurrence of any such event and of the availability of Definitive Certificates to such Certificate Owners requesting the same. Upon surrender to the Certificate Registrar of ~~the~~ any Class of Book-Entry Certificates (or any portion of any Class ~~thereof~~ thereof) by the Depository, accompanied by registration instructions from the Depository for registration of transfer, the ~~Certificate Registrar~~ Trustee shall execute, and the ~~Authenticating Agent~~ Certificate Registrar shall authenticate and deliver, the Definitive Certificates in respect of such Class (or portion thereof) to the Certificate Owners identified in such instructions. None of the Depositor, the Master Servicer, the Special Servicer, the ~~Certificate~~ REMIC Administrator, the Trustee or the Certificate Registrar shall be liable for any delay in delivery of such ~~instructions,~~ instructions and ~~each of them~~ may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates for purposes of evidencing ownership of any ~~Class of Registered~~ Book-Entry Certificates, the registered holders of such Definitive Certificates shall be recognized as Certificateholders 127 hereunder and, accordingly, shall be entitled directly to receive payments on, to exercise Voting Rights with respect to, and to transfer and exchange such Definitive Certificates. (d) Notwithstanding any other provisions contained herein, neither the Certificate Administrator nor the Certificate Registrar shall have any responsibility whatsoever to monitor or restrict the Transfer of ownership interests in any Certificate (including but not limited to any Non-Registered Certificate) which interests are transferable through the book-entry facilities of the Depository.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Criimi Mae CMBS Corp), Pooling and Servicing Agreement (Criimi Mae CMBS Corp)

Book-Entry Certificates. (a) The Registered Certificates ~~(other than~~ and the Class ~~R and~~ F Certificates shall, in the case of each Class ~~V Certificates) shall~~ thereof, initially be issued as one or more Certificates registered in the name of the Depository or its nominee and, except as provided in ~~Section 5.02(b~~subsection (c) ~~and Section 5.03(c)~~below, ~~a Transfer~~ transfer of such Certificates may not be registered by the Certificate Registrar unless such ~~Transfer~~ transfer is to a successor Depository that agrees to hold such Certificates for the respective Certificate Owners with Ownership Interests therein. Such Certificate Owners shall hold and ~~Transfer~~ transfer their respective Ownership Interests in and to such Certificates through the book-entry facilities of the Depository and, except as provided in ~~Section 5.03(c~~subsection (c) below, shall not be entitled to ~~definitive~~fully registered, ~~fully registered~~ physical Certificates (“"Definitive Certificates”") in respect of such Ownership Interests. The Classes of Non-Registered Certificates initially sold to Qualified Institutional Buyers in reliance on Rule 144A or in reliance on another exemption from the registration requirements of the Securities Act shall, in the case of each such Class, be represented by the Rule 144A Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. The Classes of Non-Registered Certificates initially sold to institutions that are non-United States Securities Persons in Offshore Transactions in reliance on Regulation S shall, in the case of each such Class, be represented by the Regulation S Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. All ~~Transfers~~ transfers by Certificate Owners of their respective Ownership Interests in the Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing each such Certificate Owner. Each Depository Participant shall only transfer the Ownership Interests in the Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository’s 's normal procedures. Neither the Certificate Registrar nor the Trustee shall have any responsibility to monitor or restrict the transfer of Ownership Interests in Certificates through the book-entry facilities of the Depository. (b) The ~~Certificate Administrator~~Sponsor, the Mortgage Loan Seller, the Trustee, the Master Servicer, the Special Servicer, the ~~Trustee, the Depositor~~ REMIC Administrator and the Certificate Registrar may for all purposes, including the making of payments due on the Book-Entry Certificates, deal with the Depository as the authorized representative of the Certificate Owners with respect to such Certificates for the purposes of exercising the rights of Certificateholders hereunder. ~~Except as expressly provided to the contrary herein, the~~ The rights of Certificate Owners with respect to the Book-Entry Certificates shall be limited to those established by law and agreements between such Certificate Owners and the Depository Participants and brokerage firms representing such Certificate Owners. Multiple requests and directions from, and votes of, the Depository as Holder of the Book-Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Certificate Owners. The ~~Certificate Administrator~~ Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and shall give notice to the Depository of such record date. If any party hereto requests from the Depository a list of the Depository Participants in respect of any Class or Classes of the Book-Entry Certificates, the cost thereof shall be borne by the party on whose behalf such request is made (but in no event shall any such cost be borne by the Trustee). (c) If (i)(A) the ~~Depositor~~ Sponsor advises ~~the Certificate Administrator,~~ the Trustee and the Certificate Registrar in writing that the Depository is no longer willing or able to properly discharge its responsibilities with respect to a any Class of the Book-Entry Certificates, and (B) the ~~Depositor~~ Sponsor is unable to locate a qualified successor, or (ii) the ~~Depositor~~ Sponsor at its option advises the ~~Trustee, the Certificate Administrator~~ Trustee and the Certificate Registrar in writing that it elects to terminate the book-entry system through the Depository with respect to a any Class of the Book-Entry Certificates, the Certificate Registrar shall notify all affected Certificate Owners, through the Depository, of the occurrence of any such event and of the availability of Definitive Certificates to such Certificate Owners requesting the same. Upon surrender to the Certificate Registrar of any Class of the Book-Entry Certificates ~~of any Class thereof~~ by the Depository, accompanied by registration instructions ~~from the Depository~~ for registration of transfer, the ~~Certificate Registrar~~ Trustee shall execute, and the ~~Authenticating Agent~~ Certificate Registrar shall authenticate and deliver, the appropriate Definitive Certificates ~~in respect of such Class~~ to the Certificate Owners identified in such instructions. None of the ~~Depositor~~Sponsor, the Mortgage Loan Seller, the Master Servicer, the Special Servicer, the ~~Certificate Administrator~~Trustee, the ~~Trustee~~ REMIC Administrator or the Certificate Registrar shall be liable for any delay in delivery of such ~~instructions,~~ instructions and ~~each of them~~ may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates for purposes of evidencing ownership of any Class of Registered Certificates, the registered holders of such Definitive Certificates shall be recognized as Certificateholders hereunder and, accordingly, shall be entitled directly to receive payments on, to exercise Voting Rights with respect to, and to transfer and exchange such Definitive Certificates. (d) Notwithstanding any other provisions contained herein, neither the Certificate Administrator nor the Certificate Registrar shall have any responsibility whatsoever to monitor or restrict the Transfer of ownership interests in any Certificate (including but not limited to any Non-Registered Certificate) which interests are transferable through the book-entry facilities of the Depository.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Mortgage Capital Funding Inc), Pooling and Servicing Agreement (Mortgage Capital Funding Inc)

Book-Entry Certificates. (a) The Regular Certificates ~~(other than the Class R and Class V Certificates)~~ shall initially be issued as one or more Certificates registered in the name of the Depository or its nominee and, except as provided in ~~Section 5.02(b~~subsection (c) ~~and Section 5.03(c)~~below, ~~a Transfer~~ transfer of such Certificates may not be registered by the Certificate Registrar unless such ~~Transfer~~ transfer is to a successor Depository that agrees to hold such Certificates for the respective Certificate Owners with Ownership Interests therein. Such Certificate Owners shall hold and ~~Transfer~~ transfer their respective Ownership Interests in and to such Certificates through the book-entry facilities of the Depository and, except as provided in Section ~~5.03(c~~5.02(d) above or subsection (c) below, shall not be entitled to ~~definitive, fully registered~~ Definitive Certificates ~~(“Definitive Certificates”)~~ in respect of such Ownership Interests. The Classes of Non-Registered Certificates initially sold to Qualified Institutional Buyers in reliance on Rule 144A or in reliance on another exemption from the registration requirements of the Securities Act shall, in the case of each such Class, be represented by the Rule 144A Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. The Classes of Non-Registered Certificates initially sold to institutions that are non-United States Securities Persons in Offshore Transactions in reliance on Regulation S shall, in the case of each such Class, be represented by the Regulation S Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. All ~~Transfers~~ transfers by Certificate Owners of their respective Ownership Interests in the Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing ~~each~~ such Certificate Owner. Each Depository Participant shall only transfer the Ownership Interests in the Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository’s 's normal procedures. (b) The ~~Certificate Administrator~~Trustee, the Master Servicer, the Special Servicer~~, the Trustee~~, the Depositor and the Certificate Registrar may for all purposes, including the making of payments due on the Book-Entry Certificates, deal with the Depository as the authorized representative of the Certificate Owners with respect to such Certificates for the purposes of exercising the rights of Certificateholders hereunder. ~~Except as expressly provided to the contrary herein, the~~ The rights of Certificate Owners with respect to the Book-Entry Certificates shall be limited to those established by law and agreements between such Certificate Owners and the Depository Participants and brokerage firms representing such Certificate Owners. Multiple requests and directions from, and votes of, the Depository as Holder of the Book-Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Certificate Owners. The ~~Certificate Administrator~~ Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and shall give notice to the Depository of such record date. (c) If (i)(A) the Depositor advises the ~~Certificate Administrator, the~~ Trustee and the Certificate Registrar in writing that the Depository is no longer willing or able to properly discharge its responsibilities with respect to ~~a Class of~~ the Book-Entry ~~Certificates,~~ Certificates and (B) the Depositor is unable to locate a qualified successor, or (ii) the Depositor at its option advises the ~~Trustee, the Certificate Administrator~~ Trustee and the Certificate Registrar in writing that it elects to terminate the book-entry system through the ~~Depository with respect to a Class of Book-Entry Certificates~~Depository, the ~~Certificate Registrar~~ Trustee shall notify ~~all~~ the affected Certificate Owners, through the ~~Depository~~Depository with respect to all, any Class or any portion of any Class of the Certificates or (iii) the Certificate Registrar determines that Definitive Certificates are required in accordance with the provisions of Section 5.03(e), of the occurrence of any such event and of the availability of Definitive Certificates to ~~such~~ Certificate Owners requesting the same. Upon surrender to the Certificate Registrar of the Book-Entry Certificates by the Depository or any custodian acting on behalf of ~~any Class thereof by~~ the Depository, accompanied by registration instructions from the Depository for registration of transfer, the Certificate Registrar shall execute, and the Authenticating Agent shall authenticate and deliver, within five Business Days of such request if made at the Registrar Office, or within 10 Business Days if made at the office of a transfer agent (other than the Certificate Registrar), the Definitive Certificates ~~in respect of such Class~~ to the Certificate Owners identified in such instructions. None of the Depositor, the Master Servicer, the Trustee, the Special Servicer, the ~~Certificate Administrator, the Trustee or~~ Authenticating Agent and the Certificate Registrar shall be liable for any delay in delivery of such ~~instructions,~~ instructions and ~~each of them~~ may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates for purposes of evidencing ownership of any Class of ~~Registered~~ Certificates, the registered ~~holders~~ Holders of such Definitive Certificates shall be recognized as Certificateholders hereunder and, accordingly, shall be entitled directly to receive payments on, to exercise Voting Rights with respect to, and to transfer and exchange such Definitive Certificates. (d) ~~Notwithstanding any other provisions contained herein, neither~~ The Book-Entry Certificates (i) shall be delivered by the Certificate ~~Administrator nor~~ Registrar to the Depository, or pursuant to the Depository's instructions, and shall be registered in the name of Cede & Co. 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 Certificate Registrar for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other 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), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. The Book-Entry Certificates may be deposited with such other Depository as the Certificate Registrar may from time to time designate, and shall bear such legend as may be appropriate. (e) If the Trustee has instituted, or if the Special Servicer or the Master Servicer, on the Trustee's behalf, 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 all or any portion of the Certificates evidenced by Book-Entry Certificates, the Trustee may in its sole discretion determine that such Certificates shall no longer be represented by such Book-Entry Certificates. In such event, the Certificate Registrar will execute, the Authenticating Agent will authenticate and the Certificate Registrar will deliver, in exchange for such Book-Entry Certificates, Definitive Certificates in a Denomination equal to the aggregate Denomination of such Book-Entry Certificates to the party so requesting such Definitive Certificates. In such event, the Certificate Registrar shall ~~have any responsibility whatsoever~~ notify the affected Certificate Owners and make appropriate arrangements for the effectuation of the purpose of this clause. (f) Upon acceptance for exchange or transfer of a beneficial interest in a Book-Entry Certificate for a Definitive Certificate, as provided herein, the Certificate Registrar shall endorse on a schedule affixed to ~~monitor or restrict~~ the ~~Transfer of ownership interests in any~~ related Book-Entry Certificate (~~including but not limited~~ or on a continuation of such schedule affixed to ~~any Non~~such Book-~~Registered~~ Entry Certificate and made a part thereof) an appropriate notation evidencing the date of such exchange or transfer and a decrease in the Denomination of such Book-Entry Certificate equal to the Denomination of such Definitive Certificate issued in exchange therefor or upon transfer thereof. (g) If a Holder of a Definitive Certificate (other than a Definitive Certificate that is a Class S Certificate) ~~which interests are transferable through~~ wishes at any time to transfer such Certificate to a Person who wishes to take delivery thereof in the ~~book~~form of a beneficial interest in the Book-~~entry facilities~~ Entry Certificate, such transfer may be effected only in accordance with Applicable Procedures, Section 5.02(b) and this Section 5.03(g). Upon receipt by the Certificate Registrar at the Registrar Office of (i) the Definitive Certificate to be transferred with an assignment and transfer pursuant to Section 5.02(a), and all required items pursuant to Section 5.02(b)(v), the Certificate Registrar shall cancel such Definitive Certificate, execute and deliver a new Definitive Certificate for the Denomination of the ~~Depository~~Definitive Certificate not so transferred, registered in the name of the Holder or the Holder's transferee (as instructed by the Holder), and the Certificate Registrar as custodian of the Book-Entry Certificates shall increase the Denomination of the related Book-Entry Certificate by the Denomination of the Definitive Certificate to be so transferred, and credit or cause to be credited to the account of the Person specified in such instructions a corresponding Denomination of such Book-Entry Certificate.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2007-Ldp11), Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2007-Ldp11)

Book-Entry Certificates. (a) The ~~Certificates (other than the~~ Class R A, [Class X], Class B and Class ~~V Certificates)~~ C Certificates shall initially be issued as one or more Certificates registered in the name of the Depository or its nominee and, except as provided in ~~Section 5.02(b~~subsection (c) ~~and Section 5.03(c)~~below, ~~a Transfer~~ transfer of such Certificates may not be registered by the Certificate Registrar unless such ~~Transfer~~ transfer is to a successor Depository that agrees to hold such Certificates for the respective Certificate Owners with Ownership Interests therein. Such Certificate Owners shall hold and ~~Transfer~~ transfer their respective Ownership Interests in and to such Certificates through the book-entry facilities of the Depository and, except as provided in ~~Section 5.03(c~~subsection (c) below, shall not be entitled to ~~definitive~~fully registered, ~~fully registered~~ physical Certificates (“"Definitive Certificates”") in respect of such Ownership Interests. The Classes of Non-Registered Certificates initially sold to Qualified Institutional Buyers in reliance on Rule 144A or in reliance on another exemption from the registration requirements of the Securities Act shall, in the case of each such Class, be represented by the Rule 144A Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. The Classes of Non-Registered Certificates initially sold to institutions that are non-United States Securities Persons in Offshore Transactions in reliance on Regulation S shall, in the case of each such Class, be represented by the Regulation S Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. All ~~Transfers~~ transfers by Certificate Owners of their respective Ownership Interests in the Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing each such Certificate ~~Owner~~Owner (in addition to the procedures established under this Agreement and, if applicable, those of Euroclear and Clearstream). Each Depository Participant shall only transfer the Ownership Interests in the Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository’s 's normal procedures. Neither the Certificate Registrar nor the Trustee shall have any responsibility to monitor or restrict the transfer of Ownership Interests in Certificates through the book-entry facilities of the Depository, Euroclear or Clearstream. (b) The ~~Certificate Administrator~~Depositor, the Trustee, the Master Servicer, the Special Servicer, the ~~Trustee, the Depositor~~ REMIC Administrator and the Certificate Registrar may for all purposes, including the making of payments due on the Book-Entry Certificates, deal with the Depository as the authorized representative of the Certificate Owners with respect to such Certificates for the purposes of exercising the rights of Certificateholders hereunder. ~~Except as expressly provided to the contrary herein, the~~ The rights of Certificate Owners with respect to the Book-Entry Certificates shall be limited to those established by law and agreements between such Certificate Owners and the Depository Participants and brokerage firms representing such Certificate Owners. Multiple requests and directions from, and votes of, the Depository as Holder of the Book-Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Certificate Owners. The ~~Certificate Administrator~~ Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and shall give notice to the Depository of such record date. If any party hereto requests from the Depository a list of the Depository Participants in respect of any Class or Classes of the Book-Entry Certificates, the cost thereof shall be borne by the party on whose behalf such request is made (but in no event shall any such cost be borne by the Trustee). (c) If (i)(A) the Depositor advises ~~the Certificate Administrator,~~ the Trustee and the Certificate Registrar in writing that the Depository is no longer willing or able to properly discharge its responsibilities with respect to a any Class of the ~~Book-~~Book Entry Certificates, and (B) the Depositor is unable to locate a qualified successor, or (ii) the Depositor ~~at its option advises~~ notifies the Trustee, the Certificate ~~Administrator~~ Registrar and ~~the Certificate Registrar in writing that it elects~~ DTC of its intent to terminate the ~~book-~~book entry system through DTC and, upon receipt of notice of such intent from DTC, the Depository ~~with respect~~ Participants holding beneficial interests in the Book Entry Certificates agree to ~~a Class of Book-Entry Certificates, the Certificate Registrar shall notify all affected Certificate Owners, through the Depository, of the occurrence of any~~ initiate such ~~event and of the availability of Definitive Certificates to such Certificate Owners requesting the same~~termination. Upon surrender to the Certificate Registrar of any Class of the ~~Book-~~Book Entry Certificates ~~of any Class thereof~~ by the Depository, accompanied by registration instructions ~~from the Depository~~ for registration of transfer, the ~~Certificate Registrar~~ Trustee shall execute, and the ~~Authenticating Agent~~ Certificate Registrar shall authenticate and deliver, the appropriate Definitive Certificates ~~in respect of such Class~~ to the Certificate Owners identified in such instructions. None of the Depositor, the Master Servicer, the Special Servicer, the ~~Certificate Administrator~~Trustee, the ~~Trustee~~ REMIC Administrator or the Certificate Registrar shall be liable for any delay in delivery of such ~~instructions,~~ instructions and ~~each of them~~ may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates for purposes of evidencing ownership of any Class of Registered Certificates, the registered holders of such Definitive Certificates shall be recognized as Certificateholders hereunder and, accordingly, shall be entitled directly to receive payments on, to exercise Voting Rights with respect to, and to transfer and exchange such Definitive Certificates. (d) ~~Notwithstanding any~~ The Book-Entry Certificates (i) shall be delivered by the Certificate Registrar to the Depository, or pursuant to the Depository's instructions, and shall be registered in the name of Cede & Co. 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 CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER 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), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. (e) The Book-Entry Certificates may be deposited with such other ~~provisions contained~~ Depository as the Certificate Registrar may from time to time designate, and shall bear such legend as may be appropriate. (f) Upon acceptance for exchange or transfer of a beneficial interest in a Book-Entry Certificate for a Definitive Certificate, as provided herein, ~~neither the Certificate Administrator nor~~ the Certificate Registrar shall ~~have any responsibility whatsoever~~ endorse on a schedule affixed to ~~monitor or restrict~~ the ~~Transfer of ownership interests in any~~ related Book-Entry Certificate (~~including but not limited~~ or on a continuation of such schedule affixed to such Book-Entry Certificate and made a part thereof) an appropriate notation evidencing the date of such exchange or transfer and a decrease in the Denomination of such Book-Entry Certificate equal to the Denomination of such Definitive Certificate issued in exchange therefor or upon transfer thereof. (g) If a Holder of a Definitive Certificate wishes at any time to transfer such Certificate to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Book-Entry Certificate, such transfer may be effected only in accordance with Depository Rules and this Section 5.03(g). Upon receipt by the Certificate Registrar at the Certificate Registrar's office of: (i) the Definitive Certificate to be transferred with an assignment and transfer pursuant to this Section 5.03(g), (ii) written instructions given in accordance with Depository Rules directing the Certificate Registrar to credit or cause to be credited to another account a beneficial interest in the related Book-Entry Certificate, in an amount equal to the Denomination of the Definitive Certificate to be so transferred, (iii) a written order given in accordance with the Depository Rules containing information regarding the account to be credited with such beneficial interest, (iv) if the affected Certificate is a Non-Registered Certificate, an Investment Representation Letter from the transferee to the effect that such transferee is a Qualified Institutional Buyer, and (v) ~~which interests are transferable through~~ if delivery is to be taken in the ~~book-entry facilities~~ form of a beneficial interest in the Regulation S Global Certificate, a Regulation S Certificate; the Certificate Registrar shall cancel such Definitive Certificate, execute and deliver a new Definitive Certificate for the Denomination of the ~~Depository~~Definitive Certificate not so transferred, registered in the name of the Holder or the Holder's transferee (as instructed by the Holder), and the Certificate Registrar shall instruct the Depository or the custodian holding such Book-Entry Certificate on behalf of the Depository to increase the Denomination of the related Book-Entry Certificate by the Denomination of the Definitive Certificate to be so transferred, and to credit or cause to be credited to the account of the Person specified in such instructions a corresponding Denomination of such Book-Entry Certificate. (1) the offer of the Certificates was not made to a person in the United States; and (2) no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or 904(b) of Regulation S, as applicable, and the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act; or (ii) with respect to transfers made in reliance on Rule 144 under the Securities Act, that the Certificates being transferred are not "restricted securities" as defined in Rule 144 under the Securities Act. (h) The Certificates initially sold in offshore transactions in reliance on Regulation S shall be represented by a single Regulation S Global Certificate for each such Class in fully registered form without interest coupons, which will be deposited with the Trustee and registered in the name of Cede & Co. as nominee of DTC. Beneficial interests in each Regulation S Global Certificate may be held only through Euroclear or Clearstream. No interest in the Regulation S Global Certificates may be held by or transferred to a U.S. Person (as defined in Regulation S) except for exchanges for a beneficial interest in a Domestic Global Certificate or a Definitive Certificate as described in Section 5.02(m). Any beneficial interest in a Regulation S Global Certificate that is transferred to a U.S. Person that is an Institutional Accredited Investor (that is not a Qualified Institutional Buyer) is required to be delivered in the form of a Definitive Certificate and shall cease to be an interest in such Regulation S Global Certificate and, thereafter, will be subject to all transfer restrictions and other procedures applicable to Certificates in definitive form described in Section 5.03. Notwithstanding the foregoing, no transfer of a beneficial interest in a Regulation S Global Certificate to a Definitive Certificate pursuant to this Section 5.03 shall be made prior to the Release Date. Certificates evidenced by Regulation S Global Certificates shall be subject to certain restrictions on transfer as set forth in Section 5.02 and shall bear a legend regarding such restrictions described herein.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Banc of America Commercial Mortgage Inc), Pooling and Servicing Agreement (Banc of America Commercial Mortgage Inc)

Book-Entry Certificates. (a) ~~The~~ Each Class of Regular Certificates ~~(other than the Class R and Class V Certificates)~~ shall initially be issued as one or more Certificates registered in the name of the Depository or its nominee and, except as provided in Section ~~5.02(b~~5.03(c) ~~and Section 5.03(c)~~below, ~~a Transfer~~ transfer of such Certificates may not be registered by the Certificate Registrar unless such ~~Transfer~~ transfer is to a successor Depository that agrees to hold such Certificates for the respective Certificate Owners with Ownership Interests therein. Such Certificate Owners shall hold and ~~Transfer~~ transfer their respective Ownership Interests in and to such Certificates through the book-entry facilities of the Depository and, except as provided in Section 5.03(c) below, shall not be entitled to definitive, fully registered Certificates (“"Definitive Certificates”") in respect of such Ownership Interests. The Classes of Non-Registered Certificates initially sold to Qualified Institutional Buyers in reliance on Rule 144A or in reliance on another exemption from the registration requirements of the Securities Act shall, in the case of each such Class, be represented by the Rule 144A Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. The Classes of Non-Registered Certificates initially sold to institutions that are non-United States Securities Persons in Offshore Transactions in reliance on Regulation S shall, in the case of each such Class, be represented by the Regulation S Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. All ~~Transfers~~ transfers by Certificate Owners of their respective Ownership Interests in the Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing each such Certificate Owner. Each Depository Participant shall only transfer the Ownership Interests in the Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository’s 's normal procedures. (b) The ~~Certificate Administrator~~Trustee, the Master Servicer, the Special Servicer, the ~~Trustee~~Paying Agent, the Depositor and the Certificate Registrar may for all purposes, including the making of payments due on the Book-Entry Certificates, deal with the Depository as the authorized representative of the Certificate Owners with respect to such Certificates for the purposes of exercising the rights of Certificateholders hereunder. ~~Except as expressly provided to the contrary herein, the~~ The rights of Certificate Owners with respect to the Book-Entry Certificates shall be limited to those established by law and agreements between such Certificate Owners and the Depository Participants and brokerage firms representing such Certificate Owners. Multiple requests and directions from, and votes of, the Depository as Holder of the Book-Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Certificate Owners. The ~~Certificate Administrator~~ Paying Agent may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and shall give notice to the Depository of such record date. (c) If (i)(A) the Depositor advises ~~the Certificate Administrator,~~ the Trustee and the Certificate Registrar in writing that the Depository is no longer willing or able to properly discharge its responsibilities with respect to a Class of the Book-Entry Certificates, and (B) the Depositor is unable to locate a qualified successor, or (ii) the Depositor at its option advises the ~~Trustee, the Certificate Administrator~~ Trustee and the Certificate Registrar in writing that it elects to terminate the book-entry system through the Depository with respect to a Class of Book-Entry Certificates, the Certificate Registrar shall notify all affected Certificate Owners, through the Depository, of the occurrence of any such event and of the availability of Definitive Certificates to such Certificate Owners requesting the same. Upon surrender to the Certificate Registrar of the Book-Entry Certificates of any Class thereof by the Depository, accompanied by registration instructions from the Depository for registration of transfer, the Certificate Registrar shall execute, at the Depositor's expense, and the Authenticating Agent shall authenticate and deliver, the Definitive Certificates in respect of such Class to the Certificate Owners identified in such instructions. The Depositor shall provide the Certificate Registrar with an adequate inventory of Definitive Certificates. None of the Depositor, the Master Servicer, the Special Servicer~~, the Certificate Administrator~~, the Trustee or the Certificate Registrar shall be liable for any delay in delivery of such ~~instructions,~~ instructions and ~~each of them~~ may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates for purposes of evidencing ownership of any Class of Registered Certificates, the registered holders of such Definitive Certificates shall be recognized as Certificateholders hereunder and, accordingly, shall be entitled directly to receive payments on, to exercise Voting Rights with respect to, and to transfer and exchange such Definitive Certificates. (d) Notwithstanding any other provisions contained herein, neither the ~~Certificate Administrator~~ Trustee nor the Certificate Registrar shall have any responsibility whatsoever to monitor or restrict the ~~Transfer~~ transfer of ownership interests in any Certificate (including but not limited to any Non-Registered Certificate or any Subordinated Certificate) which interests are transferable through the book-entry facilities of the Depository.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (First Union Commercial Mortgage Pass THR Cer Ser 2001-C3), Pooling and Servicing Agreement (First Union National Bank Com Mort Pas THR Cert Ser 2002 C1)

Book-Entry Certificates. (a) ~~The~~ Each Class of Certificates (other than the ~~Class R and Class V Certificates)~~ Residual Certificates shall initially be issued as one or more Certificates registered in the name of the Depository or its nominee and, except as provided in ~~Section 5.02(b~~subsection (c) ~~and Section 5.03(c)~~below, ~~a Transfer~~ transfer of such Certificates may not be registered by the Certificate Registrar unless such ~~Transfer~~ transfer is to a successor Depository that agrees to hold such Certificates for the respective Certificate Owners with Ownership Interests therein. Such Certificate Owners shall hold and ~~Transfer~~ transfer their respective Ownership Interests in 258 and to such Certificates through the book-entry facilities of the Depository and, except as provided in ~~Section 5.03(c~~subsection (c) ~~below,~~ below shall not be entitled to definitive, fully registered Certificates (“"Definitive Certificates”") in respect of such Ownership Interests. The ~~Classes~~ Trustee shall not have any responsibility to monitor or restrict the transfer of ~~Non~~Ownership Interests in any Book-Registered Certificates initially sold to Qualified Institutional Buyers in reliance on Rule 144A or in reliance on another exemption from the registration requirements of the Securities Act shall, in the case of each such Class, be represented by the Rule 144A Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. The Classes of Non-Registered Certificates initially sold to institutions that are non-United States Securities Persons in Offshore Transactions in reliance on Regulation S shall, in the case of each such Class, be represented by the Regulation S Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the DepositoryEntry Certificate. All ~~Transfers~~ transfers by Certificate Owners of their respective Ownership Interests in the Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing ~~each~~ such Certificate Owner. Each Depository Participant shall only transfer the Ownership Interests in the Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository’s 's normal procedures. (b) The ~~Certificate Administrator~~Trustee, the Master Servicer, the Special Servicer~~, the Trustee~~, the Depositor and the Certificate Registrar may for all purposes, including the making of payments due on the Book-Entry Certificates, deal with the Depository as the authorized representative of the Certificate Owners with respect to such Certificates for the purposes of exercising the rights of Certificateholders hereunder. ~~Except as expressly provided to the contrary herein, the~~ The rights of Certificate Owners with respect to the Book-Entry Certificates shall be limited to those established by law and agreements between such Certificate Owners and the Depository Participants and brokerage firms representing such Certificate Owners. Multiple requests and directions from, and votes of, the Depository as Holder of the Book-Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Certificate Owners. The ~~Certificate Administrator~~ Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and shall give notice to the Depository of such record date. (c) If (i)(A) the Depositor advises the ~~Certificate Administrator, the~~ Trustee and the Certificate Registrar in writing that the Depository is no longer willing or able to properly discharge its responsibilities with respect to ~~a Class of~~ the Book-Entry Certificates, and (B) the Depositor is unable to locate a qualified successor, or (ii) the Depositor at its option advises the ~~Trustee, the Certificate Administrator~~ Trustee and the Certificate Registrar in writing that it elects to terminate the book-entry system through the ~~Depository with respect to a Class of Book-Entry Certificates~~Depository, the ~~Certificate Registrar~~ Trustee shall notify all ~~affected~~ Certificate Owners, through the Depository, of the occurrence of any such event and of the availability of Definitive Certificates to ~~such~~ Certificate Owners requesting the same. Upon surrender to the Certificate Registrar of the Book-Entry Certificates ~~of any Class thereof~~ by the Depository, accompanied by registration instructions from the Depository for registration of ~~transfer~~transfer and any other documents necessary to satisfy the requirements of any applicable transfer restrictions, the ~~Certificate Registrar~~ Trustee shall execute, and the ~~Authenticating Agent~~ Certificate Registrar shall authenticate and deliver, the applicable Definitive Certificates ~~in respect of such Class~~ to the Certificate Owners identified in such instructions. None of the Depositor, the Master Servicer, the Special Servicer, the ~~Certificate Administrator, the~~ Trustee or the Certificate Registrar shall be liable for any delay in delivery of such instructions, and each ~~of them~~ may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates for purposes of evidencing ownership of ~~any Class of~~ the Registered ~~Certificates~~Certificates held in book-entry form, the registered holders of such Definitive Certificates shall be recognized as Certificateholders hereunder and, accordingly, shall be entitled directly to receive payments on, to exercise Voting Rights with respect to, and to transfer and exchange such Definitive Certificates. (d) Notwithstanding any other provisions contained herein, neither the Certificate Administrator nor the Certificate Registrar shall have any responsibility whatsoever to monitor or restrict the Transfer of ownership interests in any Certificate (including but not limited to any Non-Registered Certificate) which interests are transferable through the book-entry facilities of the Depository.. 259

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (GMAC Commercial Mortgage Securities, Inc. Series 2005-C1 Trust), Pooling and Servicing Agreement (GMAC Commercial Mortgage Securities, Inc. Series 2005-C1 Trust)

Book-Entry Certificates. (a) ~~The~~ Each Class of Regular Certificates ~~(other than the Class R and Class V Certificates)~~ shall initially be issued as one or more Certificates registered in the name of the Depository or its nominee and, except as provided in Section ~~5.02(b~~5.03(c) and in the fifth paragraph of Section ~~5.03(c~~5.02(b), a Transfer of such Certificates may not be registered by the Certificate Registrar unless such ~~Transfer~~ transfer is to a successor Depository that agrees to hold such Certificates for the respective Certificate Owners with Ownership Interests therein. Such Certificate Owners shall hold and Transfer their respective Ownership Interests in and to such Certificates through the book-entry facilities of the Depository and, except as provided in Section 5.03(c) ~~below~~and in the fifth paragraph of Section 5.02(b), shall not be entitled to definitive, fully registered Certificates (“"Definitive Certificates”") in respect of such Ownership Interests. The ~~Classes of Non-Registered~~ Class XC, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class P and Class Q Certificates initially sold to Qualified Institutional Buyers in reliance on Rule 144A or in reliance on another exemption from the registration requirements of the Securities Act shall, in the case of each such Class, be represented by the Rule 144A Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. The Classes of Non-Registered Certificates initially sold to institutions that are non-United States Securities Persons in Offshore Transactions in reliance on Regulation S shall, in the case of each such Class, be represented by the Regulation S Global Certificate for such Class, which shall be deposited with the Certificate Administrator Trustee as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. All Transfers by Certificate Owners of their respective Ownership Interests in the Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing each such Certificate Owner. Each Depository Participant shall only transfer the Ownership Interests in the Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository’s 's normal procedures. Each Certificate Owner is deemed, by virtue of its acquisition of an Ownership Interest in the applicable Class of Book-Entry Certificates, to agree to comply with the transfer requirements provided for in Section 5.02. (b) The ~~Certificate Administrator~~Trustee, the Master Servicer, the Special Servicer~~, the Trustee~~, the Depositor and the Certificate Registrar may for all purposes, including the making of payments due on the Book-Entry Certificates, deal with the Depository as the authorized representative of the Certificate Owners with respect to such Certificates for the purposes of exercising the rights of Certificateholders hereunder. ~~Except as expressly provided to the contrary herein, the~~ The rights of Certificate Owners with respect to the Book-Entry Certificates shall be limited to those established by law and agreements between such Certificate Owners and the Depository Participants and brokerage firms representing such Certificate Owners. Multiple requests and directions from, and votes of, the Depository as Holder of the Book-Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Certificate Owners. The ~~Certificate Administrator~~ Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and shall give notice to the Depository of such record date. (c) If (i)(A) the Depositor advises ~~the Certificate Administrator,~~ the Trustee and the Certificate Registrar in writing that the Depository is no longer willing or able to properly discharge its responsibilities with respect to a Class of the Book-Entry Certificates, and (B) the Depositor is unable to locate a qualified successor, or (ii) the Depositor at its option advises the ~~Trustee, the Certificate Administrator~~ Trustee and the Certificate Registrar in writing that it elects to terminate the book-entry system through the Depository with respect to a Class of Book-Entry Certificates, the Certificate Registrar shall notify all affected Certificate Owners, through the Depository, of the occurrence of any such event and of the availability of Definitive Certificates to such Certificate Owners requesting the same. Upon surrender to the Certificate Registrar of the Book-Entry Certificates of any Class thereof by the Depository, accompanied by registration instructions from the Depository for registration of transfer, the Certificate Registrar shall execute, and the Authenticating Agent shall authenticate and deliver, the Definitive Certificates in respect of such Class to the Certificate Owners identified in such instructions. None of the Depositor, the Master Servicer, the Special Servicer, the ~~Certificate Administrator, the~~ Trustee or the Certificate Registrar shall be liable for any delay in delivery of such instructions, and each of them may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates for purposes of evidencing ownership of any Class of Registered Certificates, the registered holders of such Definitive Certificates shall be recognized as Certificateholders hereunder and, accordingly, shall be entitled directly to receive payments on, to exercise Voting Rights with respect to, and to transfer and exchange such Definitive Certificates. (d) Notwithstanding any other provisions contained herein, neither the ~~Certificate Administrator~~ Trustee nor the Certificate Registrar shall have any responsibility whatsoever to monitor or restrict the Transfer of ownership interests in any Certificate (including but not limited to any Non-Registered Certificate or any Subordinated Certificate) which interests are transferable through the book-entry facilities of the Depository.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Merrill Lynch Mortgage Investors Inc Trust 2004-Mkb1), Pooling and Servicing Agreement (Merrill Lynch Mortgage Investors Inc Trust 2004-Mkb1)

Book-Entry Certificates. (a) ~~The Certificates (other than the~~ Class R A-1, Class A-2, Class A-3, Class A-4, Class X-A, Class X-B, Class A-S, Class B, Class C, Class D, Class E, Class F and Class ~~V Certificates) shall~~ G Certificates shall, in the case of each such Class, initially be issued as one or more Certificates registered in the name of the Depository or its nominee and, except as provided in ~~Section~~ Sections 5.02(b) and Section 5.03(c), a Transfer of such Certificates may not be registered by the Certificate Registrar unless such Transfer is to a successor Depository that agrees to hold such Certificates for the respective Certificate Owners with Ownership Interests therein. Such Certificate Owners shall hold and Transfer their respective Ownership Interests in and to such Certificates through the book-entry facilities of the Depository and, except as provided in Section 5.03(c) below, shall not be entitled to definitive, fully registered Certificates (“Definitive Certificates”) in respect of such Ownership Interests. The Classes of Non-Registered Certificates initially sold to Qualified Institutional Buyers in reliance on Rule 144A or in reliance on another exemption from the registration requirements of the Securities Act shall, in the case of each such Class, be represented by the Rule 144A Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. The Classes of Non-Registered Certificates initially sold ~~to institutions that are non-United States Securities Persons~~ in ~~Offshore Transactions~~ offshore transactions in reliance on Regulation S shall, in the case of each such Class, be represented by the Regulation S Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. All Transfers by Certificate Owners of their respective Ownership Interests in the Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing each such Certificate Owner. Each Depository Participant shall only transfer the Ownership Interests in the Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository’s normal procedures. (b) The Certificate Administrator, the Master Servicer, the Special Servicer, the Trustee, the Depositor and the Certificate Registrar may for all purposes, including the making of payments due on the Book-Entry Certificates, deal with the Depository as the authorized representative of the Certificate Owners with respect to such Certificates for the purposes of exercising the rights of Certificateholders hereunder. Except as expressly provided to the contrary herein, the rights of Certificate Owners with respect to the Book-Entry Certificates shall be limited to those established by law and agreements between such Certificate Owners and the Depository Participants and brokerage firms representing such Certificate Owners. Multiple requests and directions from, and votes of, the Depository as Holder of the Book-Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Certificate Owners. The Certificate Administrator may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and shall give notice to the Depository of such record date. (c) If (i)(A) the Depositor advises the Certificate Administrator, the Trustee and the Certificate Registrar in writing that the Depository is no longer willing or able to properly discharge its responsibilities with respect to a Class of the Book-Entry Certificates, and (B) the Depositor is unable to locate a qualified successor, or (ii) the Depositor at its option advises the Trustee, the Certificate Administrator and the Certificate Registrar in writing that it elects to terminate the book-entry system through the Depository with respect to a Class of Book-Entry Certificates, the Certificate Registrar shall notify all affected Certificate Owners, through the Depository, of the occurrence of any such event and of the availability of Definitive Certificates to such Certificate Owners requesting the same. Upon surrender to the Certificate Registrar of the Book-Entry Certificates of any Class thereof by the Depository, accompanied by registration instructions from the Depository for registration of transfer, the Certificate Registrar shall execute, and the Authenticating Agent shall authenticate and deliver, the Definitive Certificates in respect of such Class to the Certificate Owners identified in such instructions. None of the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee or the Certificate Registrar shall be liable for any delay in delivery of such instructions, and each of them may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates for purposes of evidencing ownership of any Class of Registered Certificates, the registered holders of such Definitive Certificates shall be recognized as Certificateholders hereunder and, accordingly, shall be entitled directly to receive payments on, to exercise Voting Rights with respect to, and to transfer and exchange such Definitive Certificates. (d) Notwithstanding any other provisions contained herein, neither the Certificate Administrator nor the Certificate Registrar shall have any responsibility whatsoever to monitor or restrict the Transfer of ownership interests in any Certificate (including but not limited to any Non-Registered Certificate) which interests are transferable through the book-entry facilities of the Depository.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2012-C6), Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2012-C6)

Book-Entry Certificates. (a) The Certificates (other than the Class R ~~and Class V~~ Certificates) ~~shall~~ shall, in the case of each Class of Certificates, initially be issued as one or more Certificates registered in the name of the Depository or its nominee and, except as provided in Section 5.02(b) and Section 5.03(c), a Transfer of such Certificates may not be registered by the Certificate Registrar unless such Transfer is to a successor Depository that agrees to hold such Certificates for the respective Certificate Owners with Ownership Interests therein. Such Certificate Owners shall hold and Transfer their respective Ownership Interests in and to such Certificates through the book-entry facilities of the Depository and, except as provided in Section 5.03(c) below, shall not be entitled to definitive, fully registered Certificates (“Definitive Certificates”) in respect of such Ownership Interests. The Classes of Non-Registered Certificates initially sold to Qualified Institutional Buyers in reliance on Rule 144A or in reliance on another exemption from the registration requirements of the Securities Act shall, in the case of each such Class, be represented by the Rule 144A Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. The Classes of Non-Registered Certificates initially sold to ~~institutions that are~~ non-United States Securities Persons in Offshore Transactions in reliance on Regulation S shall, in the case of each such Class, be represented by the Regulation S Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. All Transfers by Certificate Owners of their respective Ownership Interests in the Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing each such Certificate Owner. Each Depository Participant shall only transfer the Ownership Interests in the Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository’s normal procedures. (b) The Certificate Administrator, the Master Servicer, the Special Servicer, the Trustee, the Depositor and the Certificate Registrar may for all purposes, including the making of payments due on the Book-Entry Certificates, deal with the Depository as the authorized representative of the Certificate Owners with respect to such Certificates for the purposes of exercising the rights of Certificateholders hereunder. Except as expressly provided to the contrary herein, the rights of Certificate Owners with respect to the Book-Entry Certificates shall be limited to those established by law and agreements between such Certificate Owners and the Depository Participants and brokerage firms representing such Certificate Owners. Multiple requests and directions from, and votes of, the Depository as Holder of the Book-Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Certificate Owners. The Certificate Administrator may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and shall give notice to the Depository of such record date. (c) If (i)(A) the Depositor advises the Certificate Administrator, the Trustee and the Certificate Registrar in writing that the Depository is no longer willing or able to properly discharge its responsibilities with respect to a Class of the Book-Entry Certificates, and (B) the Depositor is unable to locate a qualified successor, or (ii) the Depositor at its option advises the Trustee, the Certificate Administrator and the Certificate Registrar in writing that it elects to terminate the book-entry system through the Depository with respect to a Class of Book-Entry Certificates, the Certificate Registrar shall notify all affected Certificate Owners, through the Depository, of the occurrence of any such event and of the availability of Definitive Certificates to such Certificate Owners requesting the same. Upon surrender to the Certificate Registrar of the Book-Entry Certificates of any Class thereof by the Depository, accompanied by registration instructions from the Depository for registration of transfer, the Certificate Registrar shall execute, and the Authenticating Agent shall authenticate and deliver, the Definitive Certificates in respect of such Class to the Certificate Owners identified in such instructions. None of the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee or the Certificate Registrar shall be liable for any delay in delivery of such instructions, and each of them may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates for purposes of evidencing ownership of any Class of Registered Certificates, the registered holders of such Definitive Certificates shall be recognized as Certificateholders hereunder and, accordingly, shall be entitled directly to receive payments on, to exercise Voting Rights with respect to, and to transfer and exchange such Definitive Certificates. (d) Notwithstanding any other provisions contained herein, neither the Certificate Administrator nor the Certificate Registrar shall have any responsibility whatsoever to monitor or restrict the Transfer of ownership interests in any Certificate (including but not limited to any Non-Registered Certificate) which interests are transferable through the book-entry facilities of the Depository.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2014-Lc16), Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2014-Lc16)

Book-Entry Certificates. (a) The Regular Certificates ~~(other than the Class R and Class V Certificates)~~ shall initially be issued as one or more Certificates registered in the name of the Depository or its nominee and, except as provided in ~~Section 5.02(b~~subsection (c) ~~and Section 5.03(c)~~below, ~~a Transfer~~ transfer of such Certificates may not be registered by the Certificate Registrar unless such ~~Transfer~~ transfer is to a successor Depository that agrees to hold such Certificates for the respective Certificate Owners with Ownership Interests therein. Such Certificate Owners shall hold and ~~Transfer~~ transfer their respective Ownership Interests in and to such Certificates through the book-entry facilities of the Depository and, except as provided in Section ~~5.03(c~~5.02(d) above or subsection (c) below, shall not be entitled to ~~definitive, fully registered~~ Definitive Certificates ~~(“Definitive Certificates”)~~ in respect of such Ownership Interests. The Classes of Non-Registered Certificates initially sold to Qualified Institutional Buyers in reliance on Rule 144A or in reliance on another exemption from the registration requirements of the Securities Act shall, in the case of each such Class, be represented by the Rule 144A Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. The Classes of Non-Registered Certificates initially sold to institutions that are non-United States Securities Persons in Offshore Transactions in reliance on Regulation S shall, in the case of each such Class, be represented by the Regulation S Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. All ~~Transfers~~ transfers by Certificate Owners of their respective Ownership Interests in the Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing ~~each~~ such Certificate Owner. Each Depository Participant shall only transfer the Ownership Interests in the Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository’s 's normal procedures. (b) The ~~Certificate Administrator~~Trustee, the ~~Master~~ Servicer, the Special Servicer~~, the Trustee~~, the Depositor and the Certificate Registrar may for all purposes, including the making of payments due on the Book-Entry Certificates, deal with the Depository as the authorized representative of the Certificate Owners with respect to such Certificates for the purposes of exercising the rights of Certificateholders hereunder. ~~Except as expressly provided to the contrary herein, the~~ The rights of Certificate Owners with respect to the Book-Entry Certificates shall be limited to those established by law and agreements between such Certificate Owners and the Depository Participants and brokerage firms representing such Certificate Owners. Multiple requests and directions from, and votes of, the Depository as Holder of the Book-Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Certificate Owners. The ~~Certificate Administrator~~ Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and shall give notice to the Depository of such record date. (c) If (i)(A) the Depositor advises the ~~Certificate Administrator, the~~ Trustee and the Certificate Registrar in writing that the Depository is no longer willing or able to properly discharge its responsibilities with respect to ~~a Class of~~ the Book-Entry ~~Certificates,~~ Certificates and (B) the Depositor is unable to locate a qualified successor, or (ii) the Depositor at its option advises the ~~Trustee, the Certificate Administrator~~ Trustee and the Certificate Registrar in writing that it elects to terminate the book-entry system through the ~~Depository with respect to a Class of Book-Entry Certificates~~Depository, the ~~Certificate Registrar~~ Trustee shall notify ~~all~~ the affected Certificate Owners, through the ~~Depository~~Depository with respect to all, any Class or any portion of any Class of the Certificates or (iii) the Certificate Registrar determines that Definitive Certificates are required in accordance with the provisions of Section 5.03(e), of the occurrence of any such event and of the availability of Definitive Certificates to ~~such~~ Certificate Owners requesting the same. Upon surrender to the Certificate Registrar of the Book-Entry Certificates by the Depository or any custodian acting on behalf of ~~any Class thereof by~~ the Depository, accompanied by registration instructions from the Depository for registration of transfer, the Certificate Registrar shall execute, and the Authenticating Agent shall authenticate and deliver, within 5 Business Days of such request if made at the Registrar Office, or within 10 Business Days if made at the office of a transfer agent (other than the Certificate Registrar), the Definitive Certificates ~~in respect of such Class~~ to the Certificate Owners identified in such instructions. None of the Depositor, the ~~Master~~ Servicer, the Trustee, the Fiscal Agent, the Special Servicer, the ~~Certificate Administrator, the Trustee or~~ Authenticating Agent and the Certificate Registrar shall be liable for any delay in delivery of such ~~instructions,~~ instructions and ~~each of them~~ may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates for purposes of evidencing ownership of any Class of ~~Registered~~ Certificates, the registered ~~holders~~ Holders of such Definitive Certificates shall be recognized as Certificateholders hereunder and, accordingly, shall be entitled directly to receive payments on, to exercise Voting Rights with respect to, and to transfer and exchange such Definitive Certificates. (d) ~~Notwithstanding any other provisions contained herein, neither~~ The Book-Entry Certificates (i) shall be delivered by the Certificate ~~Administrator nor~~ Registrar to the Depository, or pursuant to the Depository's instructions, and shall be registered in the name of Cede & Co. 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 Certificate Registrar for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other 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), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. The Book-Entry Certificates may be deposited with such other Depository as the Certificate Registrar may from time to time designate, and shall bear such legend as may be appropriate. (e) If the Trustee has instituted or if the Special Servicer or the Servicer, on the Trustee's behalf, 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 all or any portion of the Certificates evidenced by Book-Entry Certificates, the Trustee may in its sole discretion determine that such Certificates shall no longer be represented by such Book-Entry Certificates. In such event, the Certificate Registrar will execute, the Authenticating Agent will authenticate and the Certificate Registrar will deliver, in exchange for such Book-Entry Certificates, Definitive Certificates in a Denomination equal to the aggregate Denomination of such Book-Entry Certificates to the party so requesting such Definitive Certificates. In such event, the Certificate Registrar shall ~~have any responsibility whatsoever~~ notify the affected Certificate Owners and make appropriate arrangements for the effectuation of the purpose of this clause. (f) Upon acceptance for exchange or transfer of a beneficial interest in a Book-Entry Certificate for a Definitive Certificate, as provided herein, the Certificate Registrar shall endorse on a schedule affixed to ~~monitor or restrict~~ the ~~Transfer of ownership interests in any~~ related Book-Entry Certificate (~~including but not limited~~ or on a continuation of such schedule affixed to such Book-Entry Certificate and made a part thereof) an appropriate notation evidencing the date of such exchange or transfer and a decrease in the Denomination of such Book-Entry Certificate equal to the Denomination of such Definitive Certificate issued in exchange therefor or upon transfer thereof. (g) If a Holder of a Definitive Certificate wishes at any ~~Non~~time to transfer such Certificate to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Book-~~Registered~~ Entry Certificate, such transfer may be effected only in accordance with Applicable Procedures, Section 5.02(b) ~~which interests are transferable through~~ and this Section 5.03(g). Upon receipt by the ~~book-entry facilities~~ Certificate Registrar at the Registrar Office of (i) the Definitive Certificate to be transferred with an assignment and transfer pursuant to Section 5.02(a), and all required items pursuant to Section 5.02(b)(v), the Certificate Registrar shall cancel such Definitive Certificate, execute and deliver a new Definitive Certificate for the Denomination of the ~~Depository~~Definitive Certificate not so transferred, registered in the name of the Holder or the Holder's transferee (as instructed by the Holder), and the Certificate Registrar as custodian of the Book-Entry Certificates shall increase the Denomination of the related Book-Entry Certificate by the Denomination of the Definitive Certificate to be so transferred, and credit or cause to be credited to the account of the Person specified in such instructions a corresponding Denomination of such Book-Entry Certificate.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (J.P.Morgan Chase Commercial Mortgage Securities Series 2004-Cibc9), Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Corp. Commercial Mortgage Pass-Through Certificates, Series 2004-C2)

Book-Entry Certificates. (a) The Regular Certificates ~~(other than the Class R and Class V Certificates)~~ shall initially be issued as one or more Certificates registered in the name of the Depository or its nominee and, except as provided in ~~Section 5.02(b~~subsection (c) ~~and Section 5.03(c)~~below, ~~a Transfer~~ transfer of such Certificates may not be registered by the Certificate Registrar unless such ~~Transfer~~ transfer is to a successor Depository that agrees to hold such Certificates for the respective Certificate Owners with Ownership Interests therein. Such Certificate Owners shall hold and ~~Transfer~~ transfer their respective Ownership Interests in and to such Certificates through the book-entry facilities of the Depository and, except as provided in Section ~~5.03(c~~5.02(e) above or subsection (c) below, shall not be entitled to ~~definitive, fully registered~~ Definitive Certificates ~~(“Definitive Certificates”)~~ in respect of such Ownership Interests. The Classes of Non-Registered Certificates initially sold to Qualified Institutional Buyers in reliance on Rule 144A or in reliance on another exemption from the registration requirements of the Securities Act shall, in the case of each such Class, be represented by the Rule 144A Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. The Classes of Non-Registered Certificates initially sold to institutions that are non-United States Securities Persons in Offshore Transactions in reliance on Regulation S shall, in the case of each such Class, be represented by the Regulation S Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. All ~~Transfers~~ transfers by Certificate Owners of their respective Ownership Interests in the Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing ~~each~~ such Certificate Owner. Each Depository Participant shall only transfer the Ownership Interests in the Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository’s 's normal procedures. (b) The ~~Certificate Administrator~~Trustee, the ~~Master~~ Servicer, the Special Servicer, the ~~Trustee~~Paying Agent, the Depositor and the Certificate Registrar may for all purposes, including the making of payments due on the Book-Entry Certificates, deal with the Depository as the authorized representative of the Certificate Owners with respect to such Certificates for the purposes of exercising the rights of Certificateholders hereunder. ~~Except as expressly provided to the contrary herein, the~~ The rights of Certificate Owners with respect to the Book-Entry Certificates shall be limited to those established by law and agreements between such Certificate Owners and the Depository Participants and brokerage firms representing such Certificate Owners. Multiple requests and directions from, and votes of, the Depository as Holder of the Book-Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Certificate Owners. The Certificate ~~Administrator~~ Registrar may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and shall give notice to the Depository of such record date. (c) If (i)(A) the Depositor advises the ~~Certificate Administrator~~Trustee, the ~~Trustee~~ Paying Agent and the Certificate Registrar in writing that the Depository is no longer willing or able to properly discharge its responsibilities with respect to ~~a Class of~~ the Book-Entry ~~Certificates,~~ Certificates and (B) the Depositor is unable to locate a qualified successor, or (ii) the Depositor at its option advises the Trustee, the ~~Certificate Administrator~~ Paying Agent and the Certificate Registrar in writing that it elects to terminate the book-entry system through the ~~Depository with respect to a Class of Book-Entry Certificates~~Depository, the ~~Certificate Registrar~~ Paying Agent shall notify ~~all~~ the affected Certificate Owners, through the ~~Depository~~Depository with respect to all, any Class or any portion of any Class of the Certificates or (iii) the Trustee determines that Definitive Certificates are required in accordance with the provisions of Section 5.03(e), of the occurrence of any such event and of the availability of Definitive Certificates to ~~such~~ Certificate Owners requesting the same. Upon surrender to the Certificate Registrar of the Book-Entry Certificates by the Depository or any custodian acting on behalf of ~~any Class thereof by~~ the Depository, accompanied by registration instructions from the Depository for registration of transfer, the Certificate Registrar shall execute, and the Authenticating Agent shall authenticate and deliver, within 5 Business Days of such request if made at the Registrar Office, or within 10 Business Days if made at the office of a transfer agent (other than the Certificate Registrar), the Definitive Certificates ~~in respect of such Class~~ to the Certificate Owners identified in such instructions. None of the Depositor, the ~~Master~~ Paying Agent, the Servicer, the Trustee, the Special Servicer, the ~~Certificate Administrator, the Trustee or~~ Authenticating Agent and the Certificate Registrar shall be liable for any delay in delivery of such ~~instructions,~~ instructions and ~~each of them~~ may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates for purposes of evidencing ownership of any Class of ~~Registered~~ Certificates, the registered ~~holders~~ Holders of such Definitive Certificates shall be recognized as Certificateholders hereunder and, accordingly, shall be entitled directly to receive payments on, to exercise Voting Rights with respect to, and to transfer and exchange such Definitive Certificates. (d) ~~Notwithstanding any other provisions contained herein, neither~~ The Book-Entry Certificates (i) shall be delivered by the Certificate ~~Administrator nor~~ Registrar to the Depository, or pursuant to the Depository's instructions, and shall be registered in the name of Cede & Co. 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 Certificate Registrar for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other 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), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. The Book-Entry Certificates may be deposited with such other Depository as the Certificate Registrar may from time to time designate, and shall bear such legend as may be appropriate. (e) If the Trustee has instituted or if the Special Servicer or the Servicer, on the Trustee's behalf, 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 all or any portion of the Certificates evidenced by Book-Entry Certificates, the Trustee may in its sole discretion determine that such Certificates shall no longer be represented by such Book-Entry Certificates. In such event, the Certificate Registrar will execute, the Authenticating Agent will authenticate and the Certificate Registrar will deliver, in exchange for such Book-Entry Certificates, Definitive Certificates in a Denomination equal to the aggregate Denomination of such Book-Entry Certificates to the party so requesting such Definitive Certificates. In such event, the Certificate Registrar shall ~~have any responsibility whatsoever~~ notify the affected Certificate Owners and make appropriate arrangements for the effectuation of the purpose of this clause. (f) Upon acceptance for exchange or transfer of a beneficial interest in a Book-Entry Certificate for a Definitive Certificate, as provided herein, the Certificate Registrar shall endorse on a schedule affixed to ~~monitor or restrict~~ the ~~Transfer of ownership interests in any~~ related Book-Entry Certificate (~~including but not limited~~ or on a continuation of such schedule affixed to such Book-Entry Certificate and made a part thereof) an appropriate notation evidencing the date of such exchange or transfer and a decrease in the Denomination of such Book-Entry Certificate equal to the Denomination of such Definitive Certificate issued in exchange therefor or upon transfer thereof. (g) If a Holder of a Definitive Certificate wishes at any time to transfer such Certificate to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Book-Entry Certificate, such transfer may be effected only in accordance with Depository Rules and this Section 5.03(g). Upon receipt by the Certificate Registrar at the Registrar Office of (i) the Definitive Certificate to be transferred with an assignment and transfer pursuant to Section 5.02(a), (ii) written instructions given in accordance with Depository Rules directing the Certificate Registrar to credit or cause to be credited to another account a beneficial interest in the related Book-Entry Certificate, in an amount equal to the Denomination of the Definitive Certificate to be so transferred, (iii) a written order given in accordance with the Depository Rules containing information regarding the account to be credited with such beneficial interest and (iv) if the affected Certificate is a Non-Registered Certificate an Investment Representation Letter from the transferee to the effect that such transferee is a Qualified Institutional Buyer, the Certificate Registrar shall cancel such Definitive Certificate~~) which interests are transferable through~~ , execute and deliver a new Definitive Certificate for the ~~book-entry facilities~~ Denomination of the ~~Depository~~Definitive Certificate not so transferred, registered in the name of the Holder or the Holder's transferee (as instructed by the Holder), and the Certificate Registrar shall instruct the Depository or the custodian holding such Book-Entry Certificate on behalf of the Depository to increase the Denomination of the related Book-Entry Certificate by the Denomination of the Definitive Certificate to be so transferred, and to credit or cause to be credited to the account of the Person specified in such instructions a corresponding Denomination of such Book-Entry Certificate.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Chase Commercial Mort Sec Corp Com Mor Pa Th Ce Ser 2000-2), Pooling and Servicing Agreement (Chase Commercial Mort Sec Corp Com Mor Pa Th Ce Ser 2000-1)

Book-Entry Certificates. (a) ~~The Certificates (other than the~~ Class R A-1, Class A-2, Class A-3, Class A-4, Class X-A, Class X-B, Class A-S, Class B, Class C, Class D, Class E, Class F, Class G and Class ~~V Certificates) shall~~ H Certificates shall, in the case of each such Class, initially be issued as one or more Certificates registered in the name of the Depository or its nominee and, except as provided in ~~Section~~ Sections 5.02(b) and Section 5.03(c), a Transfer of such Certificates may not be registered by the Certificate Registrar unless such Transfer is to a successor Depository that agrees to hold such Certificates for the respective Certificate Owners with Ownership Interests therein. Such Certificate Owners shall hold and Transfer their respective Ownership Interests in and to such Certificates through the book-entry facilities of the Depository and, except as provided in Section 5.03(c) below, shall not be entitled to definitive, fully registered Certificates (“Definitive Certificates”) in respect of such Ownership Interests. The Classes of Non-Registered Certificates initially sold to Qualified Institutional Buyers in reliance on Rule 144A or in reliance on another exemption from the registration requirements of the Securities Act shall, in the case of each such Class, be represented by the Rule 144A Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. The Classes of Non-Registered Certificates initially sold ~~to institutions that are non-United States Securities Persons~~ in ~~Offshore Transactions~~ offshore transactions in reliance on Regulation S shall, in the case of each such Class, be represented by the Regulation S Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. All Transfers by Certificate Owners of their respective Ownership Interests in the Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing each such Certificate Owner. Each Depository Participant shall only transfer the Ownership Interests in the Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository’s normal procedures. (b) The Certificate Administrator, the Master Servicer, the Special Servicer, the Trustee, the Depositor and the Certificate Registrar may for all purposes, including the making of payments due on the Book-Entry Certificates, deal with the Depository as the authorized representative of the Certificate Owners with respect to such Certificates for the purposes of exercising the rights of Certificateholders hereunder. Except as expressly provided to the contrary herein, the rights of Certificate Owners with respect to the Book-Entry Certificates shall be limited to those established by law and agreements between such Certificate Owners and the Depository Participants and brokerage firms representing such Certificate Owners. Multiple requests and directions from, and votes of, the Depository as Holder of the Book-Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Certificate Owners. The Certificate Administrator may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and shall give notice to the Depository of such record date. (c) If (i)(A) the Depositor advises the Certificate Administrator, the Trustee and the Certificate Registrar in writing that the Depository is no longer willing or able to properly discharge its responsibilities with respect to a Class of the Book-Entry Certificates, and (B) the Depositor is unable to locate a qualified successor, or (ii) the Depositor at its option advises the Trustee, the Certificate Administrator and the Certificate Registrar in writing that it elects to terminate the book-entry system through the Depository with respect to a Class of Book-Entry Certificates, the Certificate Registrar shall notify all affected Certificate Owners, through the Depository, of the occurrence of any such event and of the availability of Definitive Certificates to such Certificate Owners requesting the same. Upon surrender to the Certificate Registrar of the Book-Entry Certificates of any Class thereof by the Depository, accompanied by registration instructions from the Depository for registration of transfer, the Certificate Registrar shall execute, and the Authenticating Agent shall authenticate and deliver, the Definitive Certificates in respect of such Class to the Certificate Owners identified in such instructions. None of the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee or the Certificate Registrar shall be liable for any delay in delivery of such instructions, and each of them may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates for purposes of evidencing ownership of any Class of Registered Certificates, the registered holders of such Definitive Certificates shall be recognized as Certificateholders hereunder and, accordingly, shall be entitled directly to receive payments on, to exercise Voting Rights with respect to, and to transfer and exchange such Definitive Certificates. (d) Notwithstanding any other provisions contained herein, neither the Certificate Administrator nor the Certificate Registrar shall have any responsibility whatsoever to monitor or restrict the Transfer of ownership interests in any Certificate (including but not limited to any Non-Registered Certificate) which interests are transferable through the book-entry facilities of the Depository.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2011-C5), Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2011-C5)

Book-Entry Certificates. (a) ~~The~~ Each Class of Regular Interest Certificates ~~(other than the Class R and Class V Certificates)~~ shall initially be issued as one or more Certificates registered in the name of the Depository or its nominee and, except as provided in Section 5.02(b) and Section 5.03(c), a Transfer of such Certificates may not be registered by the Certificate Registrar unless such Transfer is to a successor Depository that agrees to hold such Certificates for the respective Certificate Owners with Ownership Interests therein. Such Certificate Owners shall hold and Transfer their respective Ownership Interests in and to such Certificates through the book-entry facilities of the Depository and, except as provided in Section 5.02(b) and Section 5.03(c~~) below~~), shall not be entitled to definitive, fully registered Certificates (“"Definitive Certificates”") in respect of such Ownership Interests. The ~~Classes of Non-Registered~~ Class X, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class P, Class Q, Class S and Class T Certificates and the Class HAF and Class SBC Certificates initially sold to Qualified Institutional Buyers in reliance on Rule 144A or in reliance on another exemption from the registration requirements of the Securities Act shall, in the case of each such Class, be represented by the Rule 144A Global Certificate for such Class, which shall be deposited with the ~~Certificate Administrator~~ Trustee as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. The ~~Classes of Non-Registered~~ Class X, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class P, Class Q, Class S, Class T, Class HAF and Class SBC Certificates initially sold ~~to institutions that are non-United States Securities Persons~~ in ~~Offshore Transactions~~ offshore transactions in reliance on Regulation S shall, in the case of each such Class, be represented by the Regulation S Global Certificate for such Class, which shall be deposited with the ~~Certificate Administrator~~ Trustee as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. All Transfers by Certificate Owners of their respective Ownership Interests in the Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing each such Certificate Owner. Each Depository Participant shall only transfer the Ownership Interests in the Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository’s 's normal procedures. Each Certificate Owner is deemed, by virtue of its acquisition of an Ownership Interest in the applicable Class of Book-Entry Certificates, to agree to comply with the transfer requirements provided for in Section 5.02. (b) The ~~Certificate Administrator~~Trustee, the Master Servicer, the Special Servicer~~, the Trustee~~, the Depositor and the Certificate Registrar may for all purposes, including the making of payments due on the Book-Entry Certificates, deal with the Depository as the authorized representative of the Certificate Owners with respect to such Certificates for the purposes of exercising the rights of Certificateholders hereunder. ~~Except as expressly provided to the contrary herein, the~~ The rights of Certificate Owners with respect to the Book-Entry Certificates shall be limited to those established by law and agreements between such Certificate Owners and the Depository Participants and brokerage firms representing such Certificate Owners. Multiple requests and directions from, and votes of, the Depository as Holder of the Book-Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Certificate Owners. The ~~Certificate Administrator~~ Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and shall give notice to the Depository of such record date. (c) If (i)(A) the Depositor advises ~~the Certificate Administrator,~~ the Trustee and the Certificate Registrar in writing that the Depository is no longer willing or able to properly discharge its responsibilities with respect to a Class of the Book-Entry Certificates, and (B) the Depositor is unable to locate a qualified successor, or (ii) the Depositor at notifies the Depository of its ~~option advises the Trustee, the Certificate Administrator and the Certificate Registrar in writing that it elects~~ intent to terminate the book-entry system through the Depository with respect to a Class of Book-Entry ~~Certificates~~Certificates and (in the event applicable law and/or the Depository's procedures require that the Depository Participants holding Ownership Interests in such Class of Book-Entry Certificates submit a withdrawal request to the Depository in order to so terminate the book-entry system) the Depositor additionally notifies those Depository Participants and those Depository Participants submit a withdrawal request with respect to such termination, then the Certificate Registrar shall notify all affected Certificate Owners, through the Depository, of the occurrence of any such event and of the availability of Definitive Certificates to such Certificate Owners requesting the same. Upon surrender to the Certificate Registrar of the Book-Entry Certificates of any Class thereof by the Depository, accompanied by registration instructions from the Depository for registration of transfer, the Certificate Registrar shall execute, and the Authenticating Agent shall authenticate and deliver, the Definitive Certificates in respect of such Class to the Certificate Owners identified in such instructions. None of the Depositor, the Master Servicer, the Special Servicer, the ~~Certificate Administrator, the~~ Trustee or the Certificate Registrar shall be liable for any delay in delivery of such instructions, and each of them may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates for purposes of evidencing ownership of any Class of Registered Certificates, the registered holders of such Definitive Certificates shall be recognized as Certificateholders hereunder and, accordingly, shall be entitled directly to receive payments on, to exercise Voting Rights with respect to, and to transfer and exchange such Definitive Certificates. (d) Notwithstanding any other provisions contained herein, neither the ~~Certificate Administrator~~ Trustee nor the Certificate Registrar shall have any responsibility whatsoever to monitor or restrict the Transfer of ownership interests in any Certificate (including but not limited to any Non-Registered Certificate or any Subordinate Certificate) which interests are transferable through the book-entry facilities of the Depository.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Lb-Ubs Commercial Mortgage Trust 2006-C4), Pooling and Servicing Agreement (Lb-Ubs Commercial Mortgage Trust 2006-C4)

Book-Entry Certificates. (a) ~~The~~ Each Class of Regular Interest Certificates ~~(other than the Class R and Class V Certificates)~~ shall initially be issued as one or more Certificates registered in the name of the Depository or its nominee and, except as provided in Section ~~5.02(b~~5.03(c) and in the fifth paragraph of Section ~~5.03(c~~5.02(b), a Transfer of such Certificates may not be registered by the Certificate Registrar unless such Transfer is to a successor Depository that agrees to hold such Certificates for the respective Certificate Owners with Ownership Interests therein. Such Certificate Owners shall hold and Transfer their respective Ownership Interests in and to such Certificates through the book-entry facilities of the Depository and, except as provided in Section 5.02(b) and Section 5.03(c~~) below~~), shall not be entitled to definitive, fully registered Certificates (“"Definitive Certificates”") in respect of such Ownership Interests. The ~~Classes of Non~~Class X-~~Registered~~ CL, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class P, Class Q, Class S and Class T Certificates initially sold to Qualified Institutional Buyers in reliance on Rule 144A or in reliance on another exemption from the registration requirements of the Securities Act shall, in the case of each such Class, be represented by the Rule 144A Global Certificate for such Class, which shall be deposited with the ~~Certificate Administrator~~ Trustee as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. The ~~Classes of Non~~Class X-~~Registered~~ CL, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class P, Class Q, Class S and Class T Certificates initially sold ~~to institutions that are non-United States Securities Persons~~ in ~~Offshore Transactions~~ offshore transactions in reliance on Regulation S shall, in the case of each such Class, be represented by the Regulation S Global Certificate for such Class, which shall be deposited with the ~~Certificate Administrator~~ Trustee as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. All Transfers by Certificate Owners of their respective Ownership Interests in the Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing each such Certificate Owner. Each Depository Participant shall only transfer the Ownership Interests in the Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository’s 's normal procedures. Each Certificate Owner is deemed, by virtue of its acquisition of an Ownership Interest in the applicable Class of Book-Entry Certificates, to agree to comply with the transfer requirements provided for in Section 5.02. (b) The ~~Certificate Administrator~~Trustee, the Master Servicer, the Special Servicer~~, the Trustee~~, the Depositor and the Certificate Registrar may for all purposes, including the making of payments due on the Book-Entry Certificates, deal with the Depository as the authorized representative of the Certificate Owners with respect to such Certificates for the purposes of exercising the rights of Certificateholders hereunder. ~~Except as expressly provided to the contrary herein, the~~ The rights of Certificate Owners with respect to the Book-Entry Certificates shall be limited to those established by law and agreements between such Certificate Owners and the Depository Participants and brokerage firms representing such Certificate Owners. Multiple requests and directions from, and votes of, the Depository as Holder of the Book-Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Certificate Owners. The ~~Certificate Administrator~~ Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and shall give notice to the Depository of such record date. (c) If (i)(A) the Depositor advises ~~the Certificate Administrator,~~ the Trustee and the Certificate Registrar in writing that the Depository is no longer willing or able to properly discharge its responsibilities with respect to a Class of the Book-Entry Certificates, and (B) the Depositor is unable to locate a qualified successor, or (ii) the Depositor at notifies the Depository of its ~~option advises the Trustee, the Certificate Administrator and the Certificate Registrar in writing that it elects~~ intent to terminate the book-entry system through the Depository with respect to a Class of Book-Entry ~~Certificates~~Certificates and (in the event applicable law and/or the Depository's procedures require that the Depository Participants holding Ownership Interests in such Class of Book-Entry Certificates submit a withdrawal request to the Depository in order to so terminate the book-entry system) the Depositor additionally notifies those Depository Participants and those Depository Participants submit a withdrawal request with respect to such termination, then the Certificate Registrar shall notify all affected Certificate Owners, through the Depository, of the occurrence of any such event and of the availability of Definitive Certificates to such Certificate Owners requesting the same. Upon surrender to the Certificate Registrar of the Book-Entry Certificates of any Class thereof by the Depository, accompanied by registration instructions from the Depository for registration of transfer, the Certificate Registrar shall execute, and the Authenticating Agent shall authenticate and deliver, the Definitive Certificates in respect of such Class to the Certificate Owners identified in such instructions. None of the Depositor, the Master Servicer, the Special Servicer, the ~~Certificate Administrator, the~~ Trustee or the Certificate Registrar shall be liable for any delay in delivery of such instructions, and each of them may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates for purposes of evidencing ownership of any Class of Registered Certificates, the registered holders of such Definitive Certificates shall be recognized as Certificateholders hereunder and, accordingly, shall be entitled directly to receive payments on, to exercise Voting Rights with respect to, and to transfer and exchange such Definitive Certificates. (d) Notwithstanding any other provisions contained herein, neither the ~~Certificate Administrator~~ Trustee nor the Certificate Registrar shall have any responsibility whatsoever to monitor or restrict the Transfer of ownership interests in any Certificate (including but not limited to any Non-Registered Certificate or any Subordinate Certificate) which interests are transferable through the book-entry facilities of the Depository.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (LB-UBS Commercial Mortgage Trust 2005-C5), Pooling and Servicing Agreement (LB-UBS Commercial Mortgage Trust 2005-C5)

Book-Entry Certificates. (a) The Regular Certificates ~~(other than the Class R and Class V Certificates)~~ shall initially be issued as one or more Certificates registered in the name of the Depository or its nominee and, except as provided in ~~Section 5.02(b~~subsection (c) ~~and Section 5.03(c)~~below, ~~a Transfer~~ transfer of such Certificates may not be registered by the Certificate Registrar unless such ~~Transfer~~ transfer is to a successor Depository that agrees to hold such Certificates for the respective Certificate Owners with Ownership Interests therein. Such Certificate Owners shall hold and ~~Transfer~~ transfer their respective Ownership Interests in and to such Certificates through the book-entry facilities of the Depository and, except as provided in Section ~~5.03(c~~5.02(d) above or subsection (c) below, shall not be entitled to ~~definitive, fully registered~~ Definitive Certificates ~~(“Definitive Certificates”)~~ in respect of such Ownership Interests. The Classes of Non-Registered Certificates initially sold to Qualified Institutional Buyers in reliance on Rule 144A or in reliance on another exemption from the registration requirements of the Securities Act shall, in the case of each such Class, be represented by the Rule 144A Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. The Classes of Non-Registered Certificates initially sold to institutions that are non-United States Securities Persons in Offshore Transactions in reliance on Regulation S shall, in the case of each such Class, be represented by the Regulation S Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. All ~~Transfers~~ transfers by Certificate Owners of their respective Ownership Interests in the Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing ~~each~~ such Certificate Owner. Each Depository Participant shall only transfer the Ownership Interests in the Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository’s 's normal procedures. (b) The ~~Certificate Administrator~~Trustee, the Master ~~Servicer~~Servicers, the Special Servicer~~, the Trustee~~, the Depositor and the Certificate Registrar may for all purposes, including the making of payments due on the Book-Entry Certificates, deal with the Depository as the authorized representative of the Certificate Owners with respect to such Certificates for the purposes of exercising the rights of Certificateholders hereunder. ~~Except as expressly provided to the contrary herein, the~~ The rights of Certificate Owners with respect to the Book-Entry Certificates shall be limited to those established by law and agreements between such Certificate Owners and the Depository Participants and brokerage firms representing such Certificate Owners. Multiple requests and directions from, and votes of, the Depository as Holder of the Book-Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Certificate Owners. The ~~Certificate Administrator~~ Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and shall give notice to the Depository of such record date. (c) If (i)(A) the Depositor advises the ~~Certificate Administrator, the~~ Trustee and the Certificate Registrar in writing that the Depository is no longer willing or able to properly discharge its responsibilities with respect to ~~a Class of~~ the Book-Entry ~~Certificates,~~ Certificates and (B) the Depositor is unable to locate a qualified successor, or (ii) the Depositor at its option advises the ~~Trustee, the Certificate Administrator~~ Trustee and the Certificate Registrar in writing that it elects to terminate the book-entry system through the ~~Depository with respect to a Class of Book-Entry Certificates~~Depository, the ~~Certificate Registrar~~ Trustee shall notify ~~all~~ the affected Certificate Owners, through the ~~Depository~~Depository with respect to all, any Class or any portion of any Class of the Certificates or (iii) the Certificate Registrar determines that Definitive Certificates are required in accordance with the provisions of Section 5.03(e), of the occurrence of any such event and of the availability of Definitive Certificates to ~~such~~ Certificate Owners requesting the same. Upon surrender to the Certificate Registrar of the Book-Entry Certificates by the Depository or any custodian acting on behalf of ~~any Class thereof by~~ the Depository, accompanied by registration instructions from the Depository for registration of transfer, the Certificate Registrar shall execute, and the Authenticating Agent shall authenticate and deliver, within 5 Business Days of such request if made at the Registrar Office, or within 10 Business Days if made at the office of a transfer agent (other than the Certificate Registrar), the Definitive Certificates ~~in respect of such Class~~ to the Certificate Owners identified in such instructions. None of the Depositor, the Master ~~Servicer~~Servicers, the Trustee, the Special Servicer, the ~~Certificate Administrator, the Trustee or~~ Authenticating Agent and the Certificate Registrar shall be liable for any delay in delivery of such ~~instructions,~~ instructions and ~~each of them~~ may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates for purposes of evidencing ownership of any Class of ~~Registered~~ Certificates, the registered ~~holders~~ Holders of such Definitive Certificates shall be recognized as Certificateholders hereunder and, accordingly, shall be entitled directly to receive payments on, to exercise Voting Rights with respect to, and to transfer and exchange such Definitive Certificates. (d) ~~Notwithstanding any other provisions contained herein, neither~~ The Book-Entry Certificates (i) shall be delivered by the Certificate ~~Administrator nor~~ Registrar to the Depository, or pursuant to the Depository's instructions, and shall be registered in the name of Cede & Co. 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 Certificate Registrar for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other 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), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. The Book-Entry Certificates may be deposited with such other Depository as the Certificate Registrar may from time to time designate, and shall bear such legend as may be appropriate. (e) If the Trustee has instituted, or if the Special Servicer or a Master Servicer, on the Trustee's behalf, 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 all or any portion of the Certificates evidenced by Book-Entry Certificates, the Trustee may in its sole discretion determine that such Certificates shall no longer be represented by such Book-Entry Certificates. In such event, the Certificate Registrar will execute, the Authenticating Agent will authenticate and the Certificate Registrar will deliver, in exchange for such Book-Entry Certificates, Definitive Certificates in a Denomination equal to the aggregate Denomination of such Book-Entry Certificates to the party so requesting such Definitive Certificates. In such event, the Certificate Registrar shall ~~have any responsibility whatsoever~~ notify the affected Certificate Owners and make appropriate arrangements for the effectuation of the purpose of this clause. (f) Upon acceptance for exchange or transfer of a beneficial interest in a Book-Entry Certificate for a Definitive Certificate, as provided herein, the Certificate Registrar shall endorse on a schedule affixed to ~~monitor or restrict~~ the ~~Transfer of ownership interests in any~~ related Book-Entry Certificate (~~including but not limited~~ or on a continuation of such schedule affixed to ~~any Non~~such Book-~~Registered~~ Entry Certificate and made a part thereof) an appropriate notation evidencing the date of such exchange or transfer and a decrease in the Denomination of such Book-Entry Certificate equal to the Denomination of such Definitive Certificate issued in exchange therefor or upon transfer thereof. (g) If a Holder of a Definitive Certificate (other than a Definitive Certificate that is a Class S Certificate) ~~which interests are transferable through~~ wishes at any time to transfer such Certificate to a Person who wishes to take delivery thereof in the ~~book~~form of a beneficial interest in the Book-~~entry facilities~~ Entry Certificate, such transfer may be effected only in accordance with Applicable Procedures, Section 5.02(b) and this Section 5.03(g). Upon receipt by the Certificate Registrar at the Registrar Office of (i) the Definitive Certificate to be transferred with an assignment and transfer pursuant to Section 5.02(a), and all required items pursuant to Section 5.02(b)(v), the Certificate Registrar shall cancel such Definitive Certificate, execute and deliver a new Definitive Certificate for the Denomination of the ~~Depository~~Definitive Certificate not so transferred, registered in the name of the Holder or the Holder's transferee (as instructed by the Holder), and the Certificate Registrar as custodian of the Book-Entry Certificates shall increase the Denomination of the related Book-Entry Certificate by the Denomination of the Definitive Certificate to be so transferred, and credit or cause to be credited to the account of the Person specified in such instructions a corresponding Denomination of such Book-Entry Certificate.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2007-Ldp10), Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2007-Ldp10)

Book-Entry Certificates. (a) ~~The Certificates (other than the~~ Class R A-0, Xxxxx X-0, Class A-FX, Class A-FL, Class A-3, Class A-SB, Class X-A, Class X-B, Class A-S, Class B, Class C, Class D, Class E, Class F, Class G and Class ~~V Certificates) shall~~ H Certificates shall, in the case of each such Class, initially be issued as one or more Certificates registered in the name of the Depository or its nominee and, except as provided in Section 5.02(b) and Section 5.03(c), a Transfer of such Certificates may not be registered by the Certificate Registrar unless such Transfer is to a successor Depository that agrees to hold such Certificates for the respective Certificate Owners with Ownership Interests therein. Such Certificate Owners shall hold and Transfer their respective Ownership Interests in and to such Certificates through the book-entry facilities of the Depository and, except as provided in Section 5.03(c) below, shall not be entitled to definitive, fully registered Certificates (“Definitive Certificates”) in respect of such Ownership Interests. The Classes of Non-Registered Certificates initially sold to Qualified Institutional Buyers in reliance on Rule 144A or in reliance on another exemption from the registration requirements of the Securities Act shall, in the case of each such Class, be represented by the Rule 144A Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. The Classes of Non-Registered Certificates initially sold ~~to institutions that are non-United States Securities Persons~~ in ~~Offshore Transactions~~ offshore transactions in reliance on Regulation S shall, in the case of each such Class, be represented by the Regulation S Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. All Transfers by Certificate Owners of their respective Ownership Interests in the Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing each such Certificate Owner. Each Depository Participant shall only transfer the Ownership Interests in the Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository’s normal procedures. (b) The Certificate Administrator, the Master Servicer, the Special Servicer, the Trustee, the Depositor and the Certificate Registrar may for all purposes, including the making of payments due on the Book-Entry Certificates, deal with the Depository as the authorized representative of the Certificate Owners with respect to such Certificates for the purposes of exercising the rights of Certificateholders hereunder. Except as expressly provided to the contrary herein, the rights of Certificate Owners with respect to the Book-Entry Certificates shall be limited to those established by law and agreements between such Certificate Owners and the Depository Participants and brokerage firms representing such Certificate Owners. Multiple requests and directions from, and votes of, the Depository as Holder of the Book-Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Certificate Owners. The Certificate Administrator may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and shall give notice to the Depository of such record date. (c) If (i)(A) the Depositor advises the Certificate Administrator, the Trustee and the Certificate Registrar in writing that the Depository is no longer willing or able to properly discharge its responsibilities with respect to a Class of the Book-Entry Certificates, and (B) the Depositor is unable to locate a qualified successor, or (ii) the Depositor at its option advises the Trustee, the Certificate Administrator and the Certificate Registrar in writing that it elects to terminate the book-entry system through the Depository with respect to a Class of Book-Entry Certificates, the Certificate Registrar shall notify all affected Certificate Owners, through the Depository, of the occurrence of any such event and of the availability of Definitive Certificates to such Certificate Owners requesting the same. Upon surrender to the Certificate Registrar of the Book-Entry Certificates of any Class thereof by the Depository, accompanied by registration instructions from the Depository for registration of transfer, the Certificate Registrar shall execute, and the Authenticating Agent shall authenticate and deliver, the Definitive Certificates in respect of such Class to the Certificate Owners identified in such instructions. None of the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee or the Certificate Registrar shall be liable for any delay in delivery of such instructions, and each of them may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates for purposes of evidencing ownership of any Class of Registered Certificates, the registered holders of such Definitive Certificates shall be recognized as Certificateholders hereunder and, accordingly, shall be entitled directly to receive payments on, to exercise Voting Rights with respect to, and to transfer and exchange such Definitive Certificates. (d) Notwithstanding any other provisions contained herein, neither the Certificate Administrator nor the Certificate Registrar shall have any responsibility whatsoever to monitor or restrict the Transfer of ownership interests in any Certificate (including but not limited to any Non-Registered Certificate) which interests are transferable through the book-entry facilities of the Depository.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2012-C8), Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2012-C8)

Book-Entry Certificates. (ai) The Class A Certificates ~~(other than~~ and the Class R B Certificates that are not sold in offshore transactions in reliance on Regulation S under the Securities Act shall be offered and ~~Class V Certificates~~sold in reliance on the exemption from registration under Rule 144A (except for any sale directly from the Trust) and shall ~~initially~~ be issued as initially in the form of one or more permanent global certificates in definitive, fully registered form without interest coupons with the applicable legends set forth in Exhibits A and B hereto, as applicable, added to the form of such Certificates (each, a "Restricted Book-Entry Certificate"), which shall be registered in the name of the nominee of the Depository and deposited with the Trustee, as custodian for the Depository. The aggregate principal amount of the Restricted Book-Entry Certificates may from time to time be increased or decreased by adjustments made on the records of the Trustee or the Depository or its ~~nominee and~~nominee, ~~except~~ as ~~provided~~ the case may be, as hereinafter provided. (ii) The Class A Certificates and Class B Certificates sold in ~~Section 5.02(b) and Section 5.03(c), a Transfer of such Certificates may not~~ offshore transactions in reliance on Regulation S under the Securities Act shall be ~~registered~~ represented by the Certificate Registrar unless such Transfer is to a successor Depository that agrees to hold such Certificates for the respective Certificate Owners with Ownership Interests therein. Such Certificate Owners shall hold and Transfer their respective Ownership Interests one or more permanent global securities in ~~and to such Certificates through the book-entry facilities of the Depository and, except as provided in Section 5.03(c) below, shall not be entitled to~~ definitive, fully registered form without interest coupons with the applicable legends set forth in Exhibits A and B hereto, as applicable , added to the form of such Certificates (~~“Definitive Certificates”~~each, a "Regulation S Book-Entry Certificate") ~~in respect of such Ownership Interests. The Classes of Non-Registered Certificates initially sold~~ to ~~Qualified Institutional Buyers in reliance on Rule 144A or in reliance on another exemption from the registration requirements of the Securities Act shall, in the case of each such Class,~~ be ~~represented~~ held by ~~the Rule 144A Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for~~ the Depository and registered in the name of ~~Cede & Co. as~~ a nominee of the ~~Depository~~Depository or its custodian for the respective accounts of Euroclear and Citibank, N.A. as depository for Clearstream duly executed by the Trust and authenticated by the Trustee as hereinafter provided. The ~~Classes~~ aggregate principal amount of Non-Registered Certificates initially sold to institutions that are non-United States Securities Persons in Offshore Transactions in reliance on Regulation S shall, in the case of each such Class, be represented by the Regulation S Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. All Transfers by Certificate Owners of their respective Ownership Interests in the Book-Entry Certificates ~~shall~~ may from time to time be increased or decreased by adjustments made in accordance with the procedures established by the Depository Participant or brokerage firm representing each such Certificate Owner. Each Depository Participant shall only transfer the Ownership Interests in the Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository’s normal procedures. (b) The Certificate Administrator, the Master Servicer, the Special Servicer, the Trustee, the Depositor and the Certificate Registrar may for all purposes, including the making of payments due on the ~~Book-Entry Certificates, deal with the Depository as the authorized representative~~ records of the Certificate Owners with respect to such Certificates for the purposes of exercising the rights of Certificateholders hereunder. Except as expressly provided to the contrary herein, the rights of Certificate Owners with respect to the Book-Entry Certificates shall be limited to those established by law and agreements between such Certificate Owners and the Depository Participants and brokerage firms representing such Certificate Owners. Multiple requests and directions from, and votes of, the Depository as Holder of the Book-Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Certificate Owners. The Certificate Administrator may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and shall give notice to the Depository of such record date. (c) If (i)(A) the Depositor advises the Certificate Administrator, the Trustee and the Certificate Registrar in writing that the Depository is no longer willing or able to properly discharge its responsibilities with respect to a Class of the Book-Entry Certificates, and (B) the Depositor is unable to locate a qualified successor, or (ii) the Depositor at its option advises the Trustee, the Certificate Administrator and the Certificate Registrar in writing that it elects to terminate the book-entry system through the Depository with respect to a Class of Book-Entry Certificates, the Certificate Registrar shall notify all affected Certificate Owners, through the Depository, of the occurrence of any such event and of the availability of Definitive Certificates to such Certificate Owners requesting the same. Upon surrender to the Certificate Registrar of the Book-Entry Certificates of any Class thereof by the Depository, accompanied by registration instructions from the Depository for registration of transfer, the Certificate Registrar shall execute, and the Authenticating Agent shall authenticate and deliver, the Definitive Certificates in respect of such Class to the Certificate Owners identified in such instructions. None of the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee or the ~~Certificate Registrar shall be liable for any delay in delivery of such instructions~~Depository or its nominee, ~~and each of them~~ as the case may ~~conclusively rely on~~be, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates for purposes of evidencing ownership of any Class of Registered Certificates, the registered holders of such Definitive Certificates shall be recognized as ~~Certificateholders hereunder and, accordingly, shall be entitled directly to receive payments on, to exercise Voting Rights with respect to, and to transfer and exchange such Definitive Certificates~~hereinafter provided. (d) Notwithstanding any other provisions contained herein, neither the Certificate Administrator nor the Certificate Registrar shall have any responsibility whatsoever to monitor or restrict the Transfer of ownership interests in any Certificate (including but not limited to any Non-Registered Certificate) which interests are transferable through the book-entry facilities of the Depository.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Charming Shoppes Inc)

Book-Entry Certificates. (a) The ~~Certificates (other than the~~ Class R S, Class A, Class B-1, Class B-2 and Class ~~V Certificates) shall~~ B-3 Certificates shall, in the case of each Class thereof, initially be issued as one or more Certificates registered in the name of the Depository or its nominee and, except as provided in Section ~~5.02(b) and Section~~ 5.03(c), ~~a Transfer~~ transfer of such Certificates may not be registered by the Certificate Registrar unless such ~~Transfer~~ transfer is to a successor Depository that agrees to hold such Certificates for the respective Certificate Owners with Ownership Interests therein. Such Certificate Owners shall hold ~~and Transfer~~ and, subject to Section 5.02(c), transfer their respective Ownership Interests in and to such Certificates through the book-entry facilities of the Depository and, except as provided in Section 5.03(c) below, shall not be entitled to ~~definitive~~fully registered, ~~fully registered~~ physical Certificates (“"Definitive Certificates”") in respect of such Ownership Interests. The Classes of Non-Registered Certificates initially sold to Qualified Institutional Buyers in reliance on Rule 144A or in reliance on another exemption from the registration requirements of the Securities Act shall, in the case of each such Class, be represented by the Rule 144A Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. The Classes of Non-Registered Certificates initially sold to institutions that are non-United States Securities Persons in Offshore Transactions in reliance on Regulation S shall, in the case of each such Class, be represented by the Regulation S Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. All ~~Transfers~~ transfers by Certificate Owners of their respective Ownership Interests in the Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing each such Certificate Owner. Each Depository Participant shall only transfer the Ownership Interests in the Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository’s 's normal procedures. (b) The ~~Certificate Administrator~~Depositor, the ~~Master~~ Servicer, the Special Servicer, the REMIC Administrator, the Trustee, ~~the Depositor~~ any Fiscal Agent and the Certificate Registrar may for all purposes, including the making of payments due on the Book-Entry Certificates, deal with the Depository as the authorized representative of the Certificate Owners with respect to such Certificates for the purposes of exercising the rights of Certificateholders hereunder. ~~Except as expressly provided to the contrary herein, the~~ The rights of Certificate Owners with respect to the Book-Entry Certificates shall be limited to those established by law and agreements between such Certificate Owners and the Depository Participants and brokerage firms representing such Certificate Owners. Multiple requests and directions from, and votes of, the Depository as Holder of the Book-Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Certificate Owners. The ~~Certificate Administrator~~ Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and shall give notice to the Depository of such record date. (c) If (i)(A) the Depositor advises the ~~Certificate Administrator, the~~ Trustee and the Certificate Registrar in writing that the Depository is no longer willing or able to properly discharge its responsibilities with respect to a any Class of ~~the~~ Book-Entry Certificates, and (B) the Depositor is unable to locate a qualified successor, or (ii) the Depositor at its option advises the ~~Trustee, the Certificate Administrator~~ Trustee and the Certificate Registrar in writing that it elects to terminate the book-entry system through the Depository with respect to a any Class of Book-Entry ~~Certificates~~Certificates (or any portion of any Class thereof), the Certificate Registrar shall notify all affected Certificate Owners, through the Depository, of the occurrence of any such event and of the availability of Definitive Certificates to such Certificate Owners requesting the same. Upon surrender to the Certificate Registrar of ~~the~~ any Class of Book-Entry Certificates (or any portion of any Class ~~thereof~~ thereof) by the Depository, accompanied by registration instructions from the Depository for registration of transfer, the ~~Certificate Registrar~~ Trustee shall execute, and the ~~Authenticating Agent~~ Certificate Registrar shall authenticate and deliver, the Definitive Certificates in respect of such Class (or portion thereof) to the Certificate Owners identified in such instructions. None of the Depositor, the ~~Master~~ Servicer, the Special Servicer, the ~~Certificate~~ REMIC Administrator, the Trustee or the Certificate Registrar shall be liable for any delay in delivery of such ~~instructions,~~ instructions and ~~each of them~~ may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates for purposes of evidencing ownership of any ~~Class of Registered~~ Book-Entry Certificates, the registered holders of such Definitive Certificates shall be recognized as Certificateholders hereunder and, accordingly, shall be entitled directly to receive payments on, to exercise Voting Rights with respect to, and to transfer and exchange such Definitive Certificates. (d) Notwithstanding any other provisions contained herein, neither the Certificate Administrator nor the Certificate Registrar shall have any responsibility whatsoever to monitor or restrict the Transfer of ownership interests in any Certificate (including but not limited to any Non-Registered Certificate) which interests are transferable through the book-entry facilities of the Depository.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (DLJ Commercial Mort Corp Comm Mort Pass THR Cer Ser 1998-Cg1)

Book-Entry Certificates. (a) ~~The~~ Each Class of Regular Interest Certificates ~~(other than the Class R and Class V Certificates)~~ shall initially be issued as one or more Certificates registered in the name of the Depository or its nominee and, except as provided in Section ~~5.02(b~~5.03(c) and in the fifth paragraph of Section ~~5.03(c~~5.02(b), a Transfer of such Certificates may not be registered by the Certificate Registrar unless such Transfer is to a successor Depository that agrees to hold such Certificates for the respective Certificate Owners with Ownership Interests therein. Such Certificate Owners shall hold and Transfer their respective Ownership Interests in and to such Certificates through the book-entry facilities of the Depository and, except as provided in Section 5.03(c) ~~below~~and in the fifth paragraph of Section 5.02(b), shall not be entitled to definitive, fully registered Certificates (“"Definitive Certificates”") in respect of such Ownership Interests. The ~~Classes of Non-Registered~~ Class X, Class A-1b, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class P, Class Q, Class S and Class T Certificates initially sold to Qualified Institutional Buyers in reliance on Rule 144A or in reliance on another exemption from the registration requirements of the Securities Act shall, in the case of each such Class, be represented by the Rule 144A Global Certificate for such Class, which shall be deposited with the ~~Certificate Administrator~~ Trustee as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. The ~~Classes of Non-Registered~~ Class X, Class A-1b, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class P, Class Q, Class S and Class T Certificates initially sold ~~to institutions that are non-United States Securities Persons~~ in ~~Offshore Transactions~~ offshore transactions in reliance on Regulation S shall, in the case of each such Class, be represented by the Regulation S Global Certificate for such Class, which shall be deposited with the ~~Certificate Administrator~~ Trustee as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. All Transfers by Certificate Owners of their respective Ownership Interests in the Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing each such Certificate Owner. Each Depository Participant shall only transfer the Ownership Interests in the Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository’s 's normal procedures. Each Certificate Owner is deemed, by virtue of its acquisition of an Ownership Interest in the applicable Class of Book-Entry Certificates, to agree to comply with the transfer requirements provided for in Section 5.02. (b) The ~~Certificate Administrator~~Trustee, the Master Servicer, the Special Servicer~~, the Trustee~~, the Depositor and the Certificate Registrar may for all purposes, including the making of payments due on the Book-Entry Certificates, deal with the Depository as the authorized representative of the Certificate Owners with respect to such Certificates for the purposes of exercising the rights of Certificateholders hereunder. ~~Except as expressly provided to the contrary herein, the~~ The rights of Certificate Owners with respect to the Book-Entry Certificates shall be limited to those established by law and agreements between such Certificate Owners and the Depository Participants and brokerage firms representing such Certificate Owners. Multiple requests and directions from, and votes of, the Depository as Holder of the Book-Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Certificate Owners. The ~~Certificate Administrator~~ Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and shall give notice to the Depository of such record date. (c) If (i)(A) the Depositor advises ~~the Certificate Administrator,~~ the Trustee and the Certificate Registrar in writing that the Depository is no longer willing or able to properly discharge its responsibilities with respect to a Class of the Book-Entry Certificates, and (B) the Depositor is unable to locate a qualified successor, or (ii) the Depositor at notifies the Depository of its ~~option advises the Trustee, the Certificate Administrator and the Certificate Registrar in writing that it elects~~ intent to terminate the book-entry system through the Depository with respect to a Class of Book-Entry ~~Certificates~~Certificates and (in the event applicable law and/or the Depository's procedures require that the Depository Participants holding Ownership Interests in such Class of Book-Entry Certificates submit a withdrawal request to the Depository in order to so terminate the book-entry system) the Depositor additionally notifies those Depository Participants and those Depository Participants submit a withdrawal request with respect to such termination, then the Certificate Registrar shall notify all affected Certificate Owners, through the Depository, of the occurrence of any such event and of the availability of Definitive Certificates to such Certificate Owners requesting the same. Upon surrender to the Certificate Registrar of the Book-Entry Certificates of any Class thereof by the Depository, accompanied by registration instructions from the Depository for registration of transfer, the Certificate Registrar shall execute, and the Authenticating Agent shall authenticate and deliver, the Definitive Certificates in respect of such Class to the Certificate Owners identified in such instructions. None of the Depositor, the Master Servicer, the Special Servicer, the ~~Certificate Administrator, the~~ Trustee or the Certificate Registrar shall be liable for any delay in delivery of such instructions, and each of them may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates for purposes of evidencing ownership of any Class of Registered Certificates, the registered holders of such Definitive Certificates shall be recognized as Certificateholders hereunder and, accordingly, shall be entitled directly to receive payments on, to exercise Voting Rights with respect to, and to transfer and exchange such Definitive Certificates. (d) Notwithstanding any other provisions contained herein, neither the ~~Certificate Administrator~~ Trustee nor the Certificate Registrar shall have any responsibility whatsoever to monitor or restrict the Transfer of ownership interests in any Certificate (including but not limited to any Non-Registered Certificate or any Subordinate Certificate) which interests are transferable through the book-entry facilities of the Depository.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Structured Asset Sec Corp Ii Lb-Ubs Comm Mort Trust 2004-C4)

Book-Entry Certificates. (a) The Registered Certificates ~~(other than~~ shall, in the case of each Class ~~R and Class V Certificates) shall~~ thereof, initially be issued as one or more Certificates registered in the name of the Depository or its nominee and, except as provided in ~~Section 5.02(b~~subsection (c) ~~and Section 5.03(c)~~below, ~~a Transfer~~ transfer of such Certificates may not be registered by the Certificate Registrar unless such ~~Transfer~~ transfer is to a successor ~~Depository~~ depository that agrees to hold such Certificates for the respective Certificate Owners with Ownership Interests therein. Such Certificate Owners shall hold and ~~Transfer~~ transfer their respective Ownership Interests in and to such Certificates through the book-entry facilities of the Depository and, except as provided in ~~Section 5.03(c~~subsection (c) below, shall not be entitled to ~~definitive~~fully registered, ~~fully registered~~ physical Certificates (“"Definitive Certificates”") in respect of such Ownership Interests. The Classes of Non-Registered Certificates initially sold to Qualified Institutional Buyers in reliance on Rule 144A or in reliance on another exemption from the registration requirements of the Securities Act shall, in the case of each such Class, be represented by the Rule 144A Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. The Classes of Non-Registered Certificates initially sold to institutions that are non-United States Securities Persons in Offshore Transactions in reliance on Regulation S shall, in the case of each such Class, be represented by the Regulation S Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. All ~~Transfers~~ transfers by Certificate Owners of their respective Ownership Interests in the Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing each such Certificate Owner. Each Depository Participant shall only transfer the Ownership Interests in the Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository’s 's normal procedures. Neither the Certificate Registrar nor the Trustee shall have any responsibility to monitor or restrict the transfer of Ownership Interests in Certificates through the book-entry facilities of the Depository. (b) The ~~Certificate Administrator~~Depositor, the Mortgage Loan Sellers, the Trustee, the Master Servicer, the Special Servicer, the ~~Trustee, the Depositor~~ Tax Administrator and the Certificate Registrar may for all purposes, including the making of payments due on the Book-Entry Certificates, deal with the Depository as the authorized representative of the Certificate Owners with respect to such Certificates for the purposes of exercising the rights of Certificateholders hereunder. ~~Except as expressly provided to the contrary herein, the~~ The rights of Certificate Owners with respect to the Book-Entry Certificates shall be limited to those established by law and agreements between such Certificate Owners and the Depository Participants and brokerage firms representing such Certificate Owners. Multiple requests and directions from, and votes of, the Depository as Holder of the Book-Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Certificate Owners. The ~~Certificate Administrator~~ Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and shall give notice to the Depository of such record date. If any party hereto requests from the Depository a list of the Depository Participants in respect of any Class or Classes of the Book-Entry Certificates, the cost thereof shall be borne by the party on whose behalf such request is made (but in no event shall any such cost be borne by the Trustee). (c) If (i)(A) the Depositor advises ~~the Certificate Administrator,~~ the Trustee and the Certificate Registrar in writing that the Depository is no longer willing or able to properly discharge its responsibilities with respect to a any Class of the Book-Entry Certificates, and (B) the Depositor is unable to locate a qualified successor, or (ii) the Depositor at its option advises the ~~Trustee, the Certificate Administrator~~ Trustee and the Certificate Registrar in writing that it elects to terminate the book-entry system through the Depository with respect to a any Class of the Book-Entry Certificates, the Certificate Registrar shall notify all affected Certificate Owners, through the Depository, of the occurrence of any such event and of the availability of Definitive Certificates to such Certificate Owners requesting the same. Upon surrender to the Certificate Registrar of any Class of the Book-Entry Certificates ~~of any Class thereof~~ by the Depository, accompanied by registration instructions ~~from the Depository~~ for registration of transfer, the ~~Certificate Registrar~~ Trustee shall execute, and the ~~Authenticating Agent~~ Certificate Registrar shall authenticate and deliver, the appropriate Definitive Certificates ~~in respect of such Class~~ to the Certificate Owners identified in such instructions. None of the Depositor, the Mortgage Loan Sellers, the Master Servicer, the Special Servicer, the ~~Certificate Administrator~~Trustee, the ~~Trustee~~ Tax Administrator or the Certificate Registrar shall be liable for any delay in delivery of such ~~instructions,~~ instructions and ~~each of them~~ may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates for purposes of evidencing ownership of any Class of Registered Certificates, the registered holders of such Definitive Certificates shall be recognized as Certificateholders hereunder and, accordingly, shall be entitled directly to receive payments on, to exercise Voting Rights with respect to, and to transfer and exchange such Definitive Certificates. (d) Notwithstanding any other provisions contained herein, neither the Certificate Administrator nor the Certificate Registrar shall have any responsibility whatsoever to monitor or restrict the Transfer of ownership interests in any Certificate (including but not limited to any Non-Registered Certificate) which interests are transferable through the book-entry facilities of the Depository.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Salomon Brothers Mort Sec Vii Com Mor Pas THR Cer Se 1999-C1)

Book-Entry Certificates. (a) The ~~Certificates (other than the~~ Class R S, Class A, Class B-1 and Class ~~V Certificates) shall~~ B-2 Certificates shall, in the case of each Class thereof, initially be issued as one or more Certificates registered in the name of the Depository or its nominee and, except as provided in Section ~~5.02(b) and Section~~ 5.03(c), ~~a Transfer~~ transfer of such Certificates may not be registered by the Certificate Registrar unless such ~~Transfer~~ transfer is to a successor Depository that agrees to hold such Certificates for the respective Certificate Owners with Ownership Interests therein. Such Certificate Owners shall hold ~~and Transfer~~ and, subject to Section 5.02(c), transfer their respective Ownership Interests in and to such Certificates through the book-entry facilities of the Depository and, except as provided in Section 5.03(c) below, shall -141- not be entitled to ~~definitive~~fully registered, ~~fully registered~~ physical Certificates (“"Definitive Certificates”") in respect of such Ownership Interests. The Classes of Non-Registered Certificates initially sold to Qualified Institutional Buyers in reliance on Rule 144A or in reliance on another exemption from the registration requirements of the Securities Act shall, in the case of each such Class, be represented by the Rule 144A Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. The Classes of Non-Registered Certificates initially sold to institutions that are non-United States Securities Persons in Offshore Transactions in reliance on Regulation S shall, in the case of each such Class, be represented by the Regulation S Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. All ~~Transfers~~ transfers by Certificate Owners of their respective Ownership Interests in the Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing each such Certificate Owner. Each Depository Participant shall only transfer the Ownership Interests in the Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository’s 's normal procedures. (b) The ~~Certificate Administrator~~Depositor, the Master Servicer, the Special Servicer, the Tax Administrator, the Trustee, ~~the Depositor~~ any Fiscal Agent and the Certificate Registrar may for all purposes, including the making of payments due on the Book-Entry Certificates, deal with the Depository as the authorized representative of the Certificate Owners with respect to such Certificates for the purposes of exercising the rights of Certificateholders hereunder. ~~Except as expressly provided to the contrary herein, the~~ The rights of Certificate Owners with respect to the Book-Entry Certificates shall be limited to those established by law and agreements between such Certificate Owners and the Depository Participants and brokerage firms representing such Certificate Owners. Multiple requests and directions from, and votes of, the Depository as Holder of the Book-Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Certificate Owners. The ~~Certificate Administrator~~ Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and shall give notice to the Depository of such record date. (c) If (i)(A) the Depositor advises the ~~Certificate Administrator, the~~ Trustee and the Certificate Registrar in writing that the Depository is no longer willing or able to discharge properly ~~discharge~~ its responsibilities with respect to a any Class of ~~the~~ Book-Entry Certificates, and (B) the Depositor is unable to locate a qualified successor, or (ii) the Depositor at its option advises the ~~Trustee, the Certificate Administrator~~ Trustee and the Certificate Registrar in writing that it elects to terminate the book-entry system through the Depository with respect to a any Class of Book-Entry ~~Certificates~~Certificates (or any portion of any Class thereof), the Certificate Registrar shall notify all affected Certificate Owners, through the Depository, of the occurrence of any such event and of the availability of Definitive Certificates to such Certificate Owners requesting the same. Upon surrender to the Certificate Registrar of ~~the~~ any Class of Book-Entry Certificates (or any portion of any Class ~~thereof~~ thereof) by the Depository, accompanied by registration instructions from the Depository for registration of transfer, the ~~Certificate Registrar~~ Trustee shall execute, and the ~~Authenticating Agent~~ Certificate Registrar shall authenticate and deliver, the Definitive Certificates in respect of such Class (or portion thereof) to the Certificate Owners identified in such instructions. None of the Depositor, the Master Servicer, the Special Servicer, the ~~Certificate~~ Tax Administrator, the Trustee or the Certificate Registrar shall be liable for any delay in delivery of such ~~instructions,~~ instructions and ~~each of them~~ may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates for purposes of evidencing ownership of any ~~Class of Registered~~ Book-Entry Certificates, the registered holders of such Definitive Certificates shall be recognized as Certificateholders hereunder and, accordingly, shall be entitled directly to receive payments on, to exercise Voting Rights with respect to, and to transfer and exchange such Definitive Certificates. (d) Notwithstanding any other provisions contained herein, neither the Certificate Administrator nor the Certificate Registrar shall have any responsibility whatsoever to monitor or restrict the Transfer of ownership interests in any Certificate (including but not limited to any Non-Registered Certificate) which interests are transferable through the book-entry facilities of the Depository.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Greenwich Capital Commercial Funding Corp)

Book-Entry Certificates. (a) ~~The~~ Each Class of Registered Certificates ~~(other than the Class R and Class V Certificates)~~ shall initially be issued as one or more Certificates registered in the name of the Depository or its nominee and, except as provided in ~~Section 5.02(b~~subsection (c) ~~and Section 5.03(c)~~below, ~~a Transfer~~ transfer of such Certificates may not be registered by the Certificate Registrar unless such ~~Transfer~~ transfer is to a successor Depository that agrees to hold such Certificates for the respective Certificate Owners with Ownership Interests therein. Such Certificate Owners shall hold and ~~Transfer~~ transfer their respective Ownership Interests in and to such Certificates through the book-entry facilities of the Depository and, except as provided in ~~Section 5.03(c~~subsection (c) below, shall not be entitled to definitive, fully registered Certificates (“"Definitive Certificates”") in respect of such Ownership Interests. The ~~Classes~~ Trustee shall not have any responsibility to monitor or restrict the transfer of ~~Non~~Ownership Interests in any Book-Registered Certificates initially sold to Qualified Institutional Buyers in reliance on Rule 144A or in reliance on another exemption from the registration requirements of the Securities Act shall, in the case of each such Class, be represented by the Rule 144A Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. The Classes of Non-Registered Certificates initially sold to institutions that are non-United States Securities Persons in Offshore Transactions in reliance on Regulation S shall, in the case of each such Class, be represented by the Regulation S Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the DepositoryEntry Certificate. All ~~Transfers~~ transfers by Certificate Owners of their respective Ownership Interests in the Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing ~~each~~ such Certificate Owner. Each Depository Participant shall only transfer the Ownership Interests in the Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository’s 's normal procedures. (b) The ~~Certificate Administrator~~Trustee, the Master Servicer, the Special Servicer~~, the Trustee~~, the Depositor and the Certificate Registrar may for all purposes, including the making of payments due on the Book-Entry Certificates, deal with the Depository as the authorized representative of the Certificate Owners with respect to such Certificates for the purposes of exercising the rights of Certificateholders hereunder. ~~Except as expressly provided to the contrary herein, the~~ The rights of Certificate Owners with respect to the Book-Entry Certificates shall be limited to those established by law and agreements between such Certificate Owners and the Depository Participants and brokerage firms representing such Certificate Owners. Multiple requests and directions from, and votes of, the Depository as Holder of the Book-Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Certificate Owners. The ~~Certificate Administrator~~ Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and shall give notice to the Depository of such record date. (c) If (i)(A) the Depositor advises the ~~Certificate Administrator, the~~ Trustee and the Certificate Registrar in writing that the Depository is no longer willing or able to properly discharge its responsibilities with respect to ~~a Class of~~ the Book-Entry Certificates, and (B) the Depositor is unable to locate a qualified successor, or (ii) the Depositor at its option advises the ~~Trustee, the Certificate Administrator~~ Trustee and the Certificate Registrar in writing that it elects to terminate the book-entry system through the ~~Depository with respect to a Class of Book-Entry Certificates~~Depository, the ~~Certificate Registrar~~ Trustee shall notify all ~~affected~~ Certificate Owners, through the Depository, of the occurrence of any such event and of the availability of Definitive Certificates to ~~such~~ Certificate Owners requesting the same. Upon surrender to the Certificate Registrar of the Book-Entry Certificates ~~of any Class thereof~~ by the Depository, accompanied by registration instructions from the Depository for registration of ~~transfer~~transfer and any other documents necessary to satisfy the requirements of any applicable transfer restrictions, the ~~Certificate Registrar~~ Trustee shall execute, and the ~~Authenticating Agent~~ Certificate Registrar shall authenticate and deliver, the applicable Definitive Certificates ~~in respect of such Class~~ to the Certificate Owners identified in such instructions. None of the Depositor, the Master Servicer, the Special Servicer, the ~~Certificate Administrator~~Trustee, the ~~Trustee~~ Fiscal Agent or the Certificate Registrar shall be liable for any delay in delivery of such instructions, and each ~~of them~~ may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates for purposes of evidencing ownership of ~~any Class of~~ the Registered ~~Certificates~~Certificates held in book-entry form, the registered holders of such Definitive Certificates shall be recognized as Certificateholders hereunder and, accordingly, shall be entitled directly to receive payments on, to exercise Voting Rights with respect to, and to transfer and exchange such Definitive Certificates. (d) Notwithstanding any other provisions contained herein, neither the Certificate Administrator nor the Certificate Registrar shall have any responsibility whatsoever to monitor or restrict the Transfer of ownership interests in any Certificate (including but not limited to any Non-Registered Certificate) which interests are transferable through the book-entry facilities of the Depository.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Gmac Commercial Mortgage Securities Inc)

Book-Entry Certificates. (a) ~~The~~ Each Class of REMIC III Certificates ~~(other than the Class R and Class V Certificates)~~ shall initially be issued as one or more Book-Entry Certificates registered in the name of the Securities Depository or its nominee and, except as provided in ~~Section 5.02(b~~subsection (c) ~~and Section 5.03(c)~~below, ~~a Transfer~~ transfer of such Certificates may not be registered by the Certificate Registrar unless such ~~Transfer~~ transfer is to a successor Securities Depository that agrees to hold such Certificates for the respective Certificate Owners with Ownership Interests therein. Such Certificate Owners shall hold and ~~Transfer~~ transfer their respective Ownership ~~Interests~~ Interest in and to such Certificates through the book-entry facilities of the Securities Depository and, except as provided in ~~Section 5.03(c~~subsection (c) below, shall not be entitled to definitive, fully registered Certificates (“"Definitive Certificates”") in respect of such Ownership Interests. The Classes of Non-Registered Certificates initially sold to Qualified Institutional Buyers in reliance on Rule 144A or in reliance on another exemption from the registration requirements of the Securities Act shall, in the case of each such Class, be represented by the Rule 144A Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. The Classes of Non-Registered Certificates initially sold to institutions that are non-United States Securities Persons in Offshore Transactions in reliance on Regulation S shall, in the case of each such Class, be represented by the Regulation S Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. All ~~Transfers~~ transfers by Certificate Owners of their respective Ownership Interests in the Book-Entry Certificates shall be made in accordance with the procedures established by the Securities Depository Participant or brokerage firm representing each such Certificate Owner. Each Securities Depository Participant shall only transfer the Ownership Interests in the Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Securities Depository’s 's normal procedures. Neither the Certificate Registrar nor the Trustee shall have any responsibility to monitor or restrict the transfer of Ownership Interests in Book-Entry Certificates through the book-entry facilities of the Securities Depository. (b) The ~~Certificate Administrator~~Trustee, the Master Servicer, the Special Servicer, the ~~Trustee, the Depositor~~ Fiscal Agent and the Certificate Registrar may for all purposes, including the making of payments due on the Book-Entry Certificates, deal with the Securities Depository as the authorized representative of the Certificate Owners with respect to such Certificates for the purposes of exercising the rights of Certificateholders hereunder. ~~Except as expressly provided to the contrary herein, the~~ The rights of Certificate Owners with respect to the Book-Entry Certificates shall be limited to those established by law and agreements between such Certificate Owners and the Securities Depository Participants and brokerage firms representing such Certificate Owners. Multiple requests and directions from, and votes of, the Securities Depository as Holder of the Book-Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Certificate Owners. The ~~Certificate Administrator~~ 135 Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and shall give notice to the Securities Depository of such record date. (c) If (i)(A) the Depositor advises the ~~Certificate Administrator, the~~ Trustee and the Certificate Registrar in writing that the Securities Depository is no longer willing or able to properly discharge its responsibilities with respect to a any Class of the Book-Entry Certificates, and (B) the Depositor is unable to locate a qualified successor, or (ii) the Depositor at its option advises the ~~Trustee, the Certificate Administrator~~ Trustee and the Certificate Registrar in writing that it elects to terminate the book-entry system through the Securities Depository with respect to a any Class of the Book-Entry Certificates, the Certificate Registrar shall notify all affected Certificate Owners, through the Securities Depository, of the occurrence of any such event and of the availability of Definitive Certificates to such Certificate Owners requesting the same. Upon surrender to the Certificate Registrar of any Class of the Book-Entry Certificates ~~of any Class thereof~~ by the Securities Depository, accompanied by registration instructions from the Securities Depository for registration of transfer, the ~~Certificate Registrar~~ Trustee shall execute, and the ~~Authenticating Agent~~ Certificate Registrar shall authenticate and deliver, the Definitive Certificates ~~in respect of such Class~~ to the Certificate Owners identified in such instructions. None of the Depositor, the Master Servicer, the Special Servicer, the ~~Certificate Administrator~~Trustee, the ~~Trustee~~ Fiscal Agent or the Certificate Registrar shall be liable for any delay in delivery of such ~~instructions,~~ instructions and ~~each of them~~ may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates for purposes of evidencing ownership of any Class of ~~Registered~~ the REMIC III Certificates, the registered holders of such Definitive Certificates shall be recognized as Certificateholders hereunder and, accordingly, shall be entitled directly to receive payments on, to exercise Voting Rights with respect to, and to transfer and exchange such Definitive Certificates. (d) Notwithstanding any other provisions contained herein, neither the Certificate Administrator nor the Certificate Registrar shall have any responsibility whatsoever to monitor or restrict the Transfer of ownership interests in any Certificate (including but not limited to any Non-Registered Certificate) which interests are transferable through the book-entry facilities of the Depository.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Commercial Mortgage Acceptance Corp)

Book-Entry Certificates. (a) The Registered Certificates ~~(other than~~ and the Class ~~R and~~ H Certificates shall, in the case of each Class ~~V Certificates) shall~~ thereof, initially be issued as one or more Certificates registered in the name of the Depository or its nominee and, except as provided in ~~Section 5.02(b~~subsection (c) ~~and Section 5.03(c)~~below, ~~a Transfer~~ transfer of such Certificates may not be registered by the Certificate Registrar unless such ~~Transfer~~ transfer is to a successor Depository that agrees to hold such Certificates for the respective Certificate Owners with Ownership Interests therein. Such Certificate Owners shall hold and ~~Transfer~~ transfer their respective Ownership Interests in and to such Certificates through the book-entry facilities of the Depository and, except as provided in ~~Section 5.03(c~~subsection (c) below, shall not be entitled to ~~definitive~~fully registered, ~~fully registered~~ physical Certificates (“"Definitive Certificates”") in respect of such Ownership Interests. The Classes of Non-Registered Certificates initially sold to Qualified Institutional Buyers in reliance on Rule 144A or in reliance on another exemption from the registration requirements of the Securities Act shall, in the case of each such Class, be represented by the Rule 144A Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. The Classes of Non-Registered Certificates initially sold to institutions that are non-United States Securities Persons in Offshore Transactions in reliance on Regulation S shall, in the case of each such Class, be represented by the Regulation S Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. All ~~Transfers~~ transfers by Certificate Owners of their respective Ownership Interests in the Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing each such Certificate Owner. Each Depository Participant shall only transfer the Ownership Interests in the Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository’s 's normal procedures. Neither the Certificate Registrar nor the Trustee shall have any responsibility to monitor or restrict the transfer of Ownership Interests in Certificates through the book-entry facilities of the Depository. (b) The ~~Certificate Administrator~~Sponsor, the Mortgage Loan Seller, the Trustee, the Fiscal Agent, the Master Servicer, the Special Servicer, the ~~Trustee, the Depositor~~ REMIC Administrator and the Certificate Registrar may for all purposes, including the making of payments due on the Book-Entry Certificates, deal with the Depository as the authorized representative of the Certificate Owners with respect to such Certificates for the purposes of exercising the rights of Certificateholders hereunder. ~~Except as expressly provided to the contrary herein, the~~ The rights of Certificate Owners with respect to the Book-Entry Certificates shall be limited to those established by law and agreements between such Certificate Owners and the Depository Participants and brokerage firms representing such Certificate Owners. Multiple requests and directions from, and votes of, the Depository as Holder of the Book-Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Certificate Owners. The ~~Certificate Administrator~~ Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and shall give notice to the Depository of such record date. If any party hereto requests from the Depository a list of the Depository Participants in respect of any Class or Classes of the Book-Entry Certificates, the cost thereof shall be borne by the party on whose behalf such request is made (but in no event shall any such cost be borne by the Trustee). (c) If (i)(A) the ~~Depositor~~ Sponsor advises ~~the Certificate Administrator,~~ the Trustee and the Certificate Registrar in writing that the Depository is no longer willing or able to properly discharge its responsibilities with respect to a any Class of the Book-Entry Certificates, and (B) the ~~Depositor~~ Sponsor is unable to locate a qualified successor, or (ii) the ~~Depositor~~ Sponsor at its option advises the ~~Trustee, the Certificate Administrator~~ Trustee and the Certificate Registrar in writing that it elects to terminate the book-entry system through the Depository with respect to a any Class of the Book-Entry Certificates, the Certificate Registrar shall notify all affected Certificate Owners, through the Depository, of the occurrence of any such event and of the availability of Definitive Certificates to such Certificate Owners requesting the same. Upon surrender to the Certificate Registrar of any Class of the Book-Entry Certificates ~~of any Class thereof~~ by the Depository, accompanied by registration instructions ~~from the Depository~~ for registration of transfer, the ~~Certificate Registrar~~ Trustee shall execute, and the ~~Authenticating Agent~~ Certificate Registrar shall authenticate and deliver, the appropriate Definitive Certificates ~~in respect of such Class~~ to the Certificate Owners identified in such instructions. None of the ~~Depositor~~Sponsor, the Mortgage Loan Seller, the Master Servicer, the Special Servicer, the ~~Certificate Administrator~~Trustee, the ~~Trustee~~ Fiscal Agent, the REMIC Administrator or the Certificate Registrar shall be liable for any delay in delivery of such ~~instructions,~~ instructions and ~~each of them~~ may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates for purposes of evidencing ownership of any Class of Registered Certificates, the registered holders of such Definitive Certificates shall be recognized as Certificateholders hereunder and, accordingly, shall be entitled directly to receive payments on, to exercise Voting Rights with respect to, and to transfer and exchange such Definitive Certificates. (d) Notwithstanding any other provisions contained herein, neither the Certificate Administrator nor the Certificate Registrar shall have any responsibility whatsoever to monitor or restrict the Transfer of ownership interests in any Certificate (including but not limited to any Non-Registered Certificate) which interests are transferable through the book-entry facilities of the Depository.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Mortgage Capital Funding Inc)

Book-Entry Certificates. (a) The Regular Certificates ~~(other than the Class R and Class V Certificates)~~ shall initially be issued as one or more Certificates registered in the name of the Depository or its nominee and, except as provided in ~~Section 5.02(b~~subsection (c) ~~and Section 5.03(c)~~below, ~~a Transfer~~ transfer of such Certificates may not be registered by the Certificate Registrar unless such ~~Transfer~~ transfer is to a successor Depository that agrees to hold such Certificates for the respective Certificate Owners with Ownership Interests therein. Such Certificate Owners shall hold and ~~Transfer~~ transfer their respective Ownership Interests in and to such Certificates through the book-entry facilities of the Depository and, except as provided in ~~Section 5.03(c~~subsection (c) below, shall not be entitled to ~~definitive~~fully registered, ~~fully registered~~ physical Certificates (“"Definitive Certificates”") in respect of such Ownership Interests. The Classes of Non-Registered Certificates initially sold to Qualified Institutional Buyers in reliance on Rule 144A or in reliance on another exemption from the registration requirements of the Securities Act shall, in the case of each such Class, be represented by the Rule 144A Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. The Classes of Non-Registered Certificates initially sold to institutions that are non-United States Securities Persons in Offshore Transactions in reliance on Regulation S shall, in the case of each such Class, be represented by the Regulation S Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. All ~~Transfers~~ transfers by Certificate Owners of their respective Ownership Interests in the Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing each such Certificate Owner. Each Depository Participant shall only transfer the Ownership Interests in the Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository’s 's normal procedures. Neither the Certificate Registrar nor the Trustee shall have any responsibility to monitor or restrict the transfer of Ownership Interests in Certificates through the book-entry facilities of the Depository. (b) The ~~Certificate Administrator~~Depositor, the Mortgage Loan Sellers, the Trustee, the Master Servicer, the Special Servicer, the ~~Trustee, the Depositor~~ REMIC Administrator and the Certificate Registrar may for all purposes, including the making of payments due on the Book-Entry Certificates, deal with the Depository as the authorized representative of the Certificate Owners with respect to such Certificates for the purposes of exercising the rights of Certificateholders hereunder. ~~Except as expressly provided to the contrary herein, the~~ The rights of Certificate Owners with respect to the Book-Entry Certificates shall be limited to those established by law and agreements between such Certificate Owners and the Depository Participants and brokerage firms representing such Certificate Owners. Multiple requests and directions from, and votes of, the Depository as Holder of the Book-Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Certificate Owners. The ~~Certificate Administrator~~ Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and shall give notice to the Depository of such record date. If any party hereto requests from the Depository a list of the Depository Participants in respect of any Class or Classes of the Book-Entry Certificates, the cost thereof shall be borne by the party on whose behalf such request is made (but in no event shall any such cost be borne by the Trustee). (c) If (i)(A) the Depositor advises ~~the Certificate Administrator,~~ the Trustee and the Certificate Registrar in writing that the Depository is no longer willing or able to properly discharge its responsibilities with respect to a any Class of the Book-Entry Certificates, and (B) the Depositor is unable to locate a qualified successor, or (ii) the Depositor at its option advises the ~~Trustee, the Certificate Administrator~~ Trustee and the Certificate Registrar in writing that it elects to terminate the book-entry system through the Depository with respect to a any Class of the Book-Entry Certificates, the Certificate Registrar shall notify all affected Certificate Owners, through the Depository, of the occurrence of any such event and of the availability of Definitive Certificates to such Certificate Owners requesting the same. Upon surrender to the Certificate Registrar of any Class of the Book-Entry Certificates ~~of any Class thereof~~ by the Depository, accompanied by registration instructions ~~from the Depository~~ for registration of transfer, the ~~Certificate Registrar~~ Trustee shall execute, and the ~~Authenticating Agent~~ Certificate Registrar shall authenticate and deliver, the appropriate Definitive Certificates ~~in respect of such Class~~ to the Certificate Owners identified in such instructions. None of the Depositor, the Mortgage Loan Seller, the Master Servicer, the Special Servicer, the ~~Certificate Administrator~~Trustee, the ~~Trustee~~ REMIC Administrator or the Certificate Registrar shall be liable for any delay in delivery of such ~~instructions,~~ instructions and ~~each of them~~ may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates for purposes of evidencing ownership of any Class of Registered Certificates, the registered holders of such Definitive Certificates shall be recognized as Certificateholders hereunder and, accordingly, shall be entitled directly to receive payments on, to exercise Voting Rights with respect to, and to transfer and exchange such Definitive Certificates. (d) ~~Notwithstanding~~ The Book-Entry Certificates (i) shall be delivered by the Certificate Registrar to the Depository, or pursuant to the Depository's instructions, and shall be registered in the name of Cede & Co. 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 Certificate Registrar for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other ~~provisions contained~~ 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), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. The Book-Entry Certificates may be deposited with such other Depository as the Certificate Registrar may from time to time designate, and shall bear such legend as may be appropriate. (e) Upon acceptance for exchange or transfer of a beneficial interest in a Book-Entry Certificate for a Definitive Certificate, as provided herein, ~~neither the Certificate Administrator nor~~ the Certificate Registrar shall ~~have any responsibility whatsoever~~ endorse on a schedule affixed to ~~monitor or restrict~~ the ~~Transfer of ownership interests in any~~ related Book-Entry Certificate (~~including but not limited~~ or on a continuation of such schedule affixed to such Book-Entry Certificate and made a part thereof) an appropriate notation evidencing the date of such exchange or transfer and a decrease in the Denomination of such Book-Entry Certificate equal to the Denomination of such Definitive Certificate issued in exchange therefor or upon transfer thereof. (f) If a Holder of a Definitive Certificate wishes at any time to transfer such Certificate to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Book-Entry Certificate, such transfer may be effected only in accordance with Depository Rules and this Section 5.03(f). Upon receipt by the Certificate Registrar at the Registrar Office of (i) the Definitive Certificate to be transferred with an assignment and transfer pursuant to this Section 5.03(f), (ii) written instructions given in accordance with Depository Rules directing the Certificate Registrar to credit or cause to be credited to another account a beneficial interest in the related Book-Entry Certificate, in an amount equal to the Denomination of the Definitive Certificate to be so transferred, (iii) a written order given in accordance with the Depository Rules containing information regarding the account to be credited with such beneficial interest and (iv) if the affected Certificate is a Non-Registered Certificate an Investment Representation Letter from the transferee to the effect that such transferee is a Qualified Institutional Buyer, the Certificate Registrar shall cancel such Definitive Certificate~~) which interests are transferable through~~ , execute and deliver a new Definitive Certificate for the ~~book-entry facilities~~ Denomination of the ~~Depository~~Definitive Certificate not so transferred, registered in the name of the Holder or the Holder's transferee (as instructed by the Holder), and the Certificate Registrar shall instruct the Depository or the custodian holding such Book-Entry Certificate on behalf of the Depository to increase the Denomination of the related Book-Entry Certificate by the Denomination of the Definitive Certificate to be so transferred, and to credit or cause to be credited to the account of the Person specified in such instructions a corresponding Denomination of such Book-Entry Certificate.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Banc of Amercia Com Mort Pas Thru Cer Series 2000-2)

Book-Entry Certificates. (a) ~~The~~ Each class of Registered Certificates ~~(other than~~ and the ~~Class R and Class V Certificates)~~ Private Book-Entry Certificates shall initially be issued as one or more Certificates registered in the name of the Depository or its nominee and, except as provided in ~~Section 5.02(b~~subsection (c) ~~and Section 5.03(c)~~below, ~~a Transfer~~ transfer of such Certificates may not be registered by the Certificate Registrar unless such ~~Transfer~~ transfer is to a successor Depository that agrees to hold such Certificates for the respective Certificate Owners with Ownership Interests therein. Such Certificate Owners shall hold and ~~Transfer~~ transfer their respective Ownership Interests in and to such Certificates through the book-entry facilities of the Depository and, except as provided in subsection (c) below (and, with respect to the Private Book-Entry Certificates, except as provided in Section ~~5.03(c) below~~5.02(b)(ii)), shall not be entitled to definitive, fully registered Certificates (“"Definitive Certificates”") in respect of such Ownership Interests. The ~~Classes~~ Trustee shall not have any responsibility to monitor or restrict the transfer of ~~Non~~Ownership Interests in any Book-Registered Certificates initially sold to Qualified Institutional Buyers in reliance on Rule 144A or in reliance on another exemption from the registration requirements of the Securities Act shall, in the case of each such Class, be represented by the Rule 144A Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. The Classes of Non-Registered Certificates initially sold to institutions that are non-United States Securities Persons in Offshore Transactions in reliance on Regulation S shall, in the case of each such Class, be represented by the Regulation S Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the DepositoryEntry Certificate. All ~~Transfers~~ transfers by Certificate Owners of their respective Ownership Interests in the Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing ~~each~~ such Certificate Owner. Each Depository Participant shall only transfer the Ownership Interests in the Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository’s 's normal procedures. (b) The ~~Certificate Administrator~~Trustee, the Master Servicer, the Special Servicer~~, the Trustee~~, the Depositor and the Certificate Registrar may for all purposes, including the making of payments due on the Book-Entry Certificates, deal with the Depository as the authorized representative of the Certificate Owners with respect to such Certificates for the purposes of exercising the rights of Certificateholders hereunder. ~~Except as expressly provided to the contrary herein, the~~ The rights of Certificate Owners with respect to the Book-Entry Certificates shall be limited to those established by law and agreements between such Certificate Owners and the Depository Participants and brokerage firms representing such Certificate Owners. Multiple requests and directions from, and votes of, the Depository as Holder of the Book-Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Certificate Owners. The ~~Certificate Administrator~~ Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and shall give notice to the Depository of such record date. (c) If (i)(A) the Depositor advises the ~~Certificate Administrator, the~~ Trustee and the Certificate Registrar in writing that the Depository is no longer willing or able to properly discharge its responsibilities with respect to ~~a Class of~~ the Book-Entry Certificates, and (B) the Depositor is unable to locate a qualified successor, or (ii) the Depositor at its option advises the ~~Trustee, the Certificate Administrator~~ Trustee and the Certificate Registrar in writing that it elects to terminate the book-entry system through the ~~Depository with respect to a Class of Book-Entry Certificates~~Depository, the ~~Certificate Registrar~~ Trustee shall notify all ~~affected~~ Certificate Owners, through the Depository, of the occurrence of any such event and of the availability of Definitive Certificates to ~~such~~ Certificate Owners requesting the same. Upon surrender to the Certificate Registrar of the Book-Entry Certificates ~~of any Class thereof~~ by the Depository, accompanied by registration instructions from the Depository for registration of ~~transfer~~transfer and any other documents necessary to satisfy the requirements of any applicable transfer restrictions, the ~~Certificate Registrar~~ Trustee shall execute, and the ~~Authenticating Agent~~ Certificate Registrar shall authenticate and deliver, the applicable Definitive Certificates ~~in respect of such Class~~ to the Certificate Owners identified in such instructions. None of the Depositor, the Master Servicer, the Special Servicer, the ~~Certificate Administrator, the~~ Trustee or the Certificate Registrar shall be liable for any delay in delivery of such instructions, and each ~~of them~~ may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates for purposes of evidencing ownership of ~~any Class of~~ the Registered ~~Certificates~~Certificates held in book-entry form, the registered holders of such Definitive Certificates shall be recognized as Certificateholders hereunder and, accordingly, shall be entitled directly to receive payments on, to exercise Voting Rights with respect to, and to transfer and exchange such Definitive Certificates. (d) Notwithstanding any other provisions contained herein, neither the Certificate Administrator nor the Certificate Registrar shall have any responsibility whatsoever to monitor or restrict the Transfer of ownership interests in any Certificate (including but not limited to any Non-Registered Certificate) which interests are transferable through the book-entry facilities of the Depository.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Gmac Commercial Mortgage Securities Inc)

Book-Entry Certificates. (a) The Regular Certificates ~~(other than the Class R and Class V Certificates)~~ shall initially be issued as one or more Certificates registered in the name of the Depository or its nominee and, except as provided in ~~Section 5.02(b~~subsection (c) ~~and Section 5.03(c)~~below, ~~a Transfer~~ transfer of such Certificates may not be registered by the Certificate Registrar unless such ~~Transfer~~ transfer is to a successor Depository that agrees to hold such Certificates for the respective Certificate Owners with Ownership Interests therein. Such Certificate Owners shall hold and ~~Transfer~~ transfer their respective Ownership Interests in and to such Certificates through the book-entry facilities of the Depository and, except as provided in Section ~~5.03(c~~5.02(e) above or subsection (c) below, shall not be entitled to ~~definitive, fully registered~~ Definitive Certificates ~~(“Definitive Certificates”)~~ in respect of such Ownership Interests. The Classes of Non-Registered Certificates initially sold to Qualified Institutional Buyers in reliance on Rule 144A or in reliance on another exemption from the registration requirements of the Securities Act shall, in the case of each such Class, be represented by the Rule 144A Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. The Classes of Non-Registered Certificates initially sold to institutions that are non-United States Securities Persons in Offshore Transactions in reliance on Regulation S shall, in the case of each such Class, be represented by the Regulation S Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. All ~~Transfers~~ transfers by Certificate Owners of their respective Ownership Interests in the Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing ~~each~~ such Certificate Owner. Each Depository Participant shall only transfer the Ownership Interests in the Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository’s 's normal procedures. (b) The ~~Certificate Administrator~~Trustee, the ~~Master~~ Servicer, the Special Servicer, the ~~Trustee~~Paying Agent, the Fiscal Agent, the Depositor and the Certificate Registrar may for all purposes, including the making of payments due on the Book-Entry Certificates, deal with the Depository as the authorized representative of the Certificate Owners with respect to such Certificates for the purposes of exercising the rights of Certificateholders hereunder. ~~Except as expressly provided to the contrary herein, the~~ The rights of Certificate Owners with respect to the Book-Entry Certificates shall be limited to those established by law and agreements between such Certificate Owners and the Depository Participants and brokerage firms representing such Certificate Owners. Multiple requests and directions from, and votes of, the Depository as Holder of the Book-Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Certificate Owners. The ~~Certificate Administrator~~ Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and shall give notice to the Depository of such record date. (c) If (~~i)(A~~i) (A) the Depositor advises the ~~Certificate Administrator~~Trustee, the ~~Trustee~~ Paying Agent and the Certificate Registrar in writing that the Depository is no longer willing or able to properly discharge its responsibilities with respect to ~~a Class of~~ the Book-Entry ~~Certificates,~~ Certificates and (B) the Depositor is unable to locate a qualified successor, or (ii) the Depositor at its option advises the Trustee, the ~~Certificate Administrator~~ Paying Agent and the Certificate Registrar in writing that it elects to terminate the book-entry system through the ~~Depository with respect to a Class of Book-Entry Certificates~~Depository, the ~~Certificate Registrar~~ Paying Agent shall notify ~~all~~ the affected Certificate Owners, through the ~~Depository~~Depository with respect to all, any Class or any portion of any Class of the Certificates or (iii) the Trustee determines that Definitive Certificates are required in accordance with the provisions of Section 5.03(e), of the occurrence of any such event and of the availability of Definitive Certificates to ~~such~~ Certificate Owners requesting the same. Upon surrender to the Certificate Registrar of the Book-Entry Certificates by the Depository or any custodian acting on behalf of ~~any Class thereof by~~ the Depository, accompanied by registration instructions from the Depository for registration of transfer, the Certificate Registrar shall execute, and the Authenticating Agent shall authenticate and deliver, within 5 Business Days of such request if made at the Registrar Office, or within 10 Business Days if made at the office of a transfer agent (other than the Certificate Registrar), the Definitive Certificates ~~in respect of such Class~~ to the Certificate Owners identified in such instructions. None of the Depositor, the ~~Master~~ Fiscal Agent, the Paying Agent, the Servicer, the Trustee, the Special Servicer, the ~~Certificate Administrator, the Trustee or~~ Authenticating Agent and the Certificate Registrar shall be liable for any delay in delivery of such ~~instructions,~~ instructions and ~~each of them~~ may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates for purposes of evidencing ownership of any Class of ~~Registered~~ Certificates, the registered ~~holders~~ Holders of such Definitive Certificates shall be recognized as Certificateholders hereunder and, accordingly, shall be entitled directly to receive payments on, to exercise Voting Rights with respect to, and to transfer and exchange such Definitive Certificates. (d) ~~Notwithstanding~~ The Book-Entry Certificates (i) shall be delivered by the Certificate Registrar to the Depository, or pursuant to the Depository's instructions, and shall be registered in the name of Cede & Co. 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 Certificate Registrar for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other ~~provisions contained~~ 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), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. The Book-Entry Certificates may be deposited with such other Depository as the Certificate Registrar may from time to time designate, and shall bear such legend as may be appropriate. (e) 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 all or any portion of the Certificates evidenced by Book-Entry Certificates, the Trustee may in its sole discretion determine that such Certificates shall no longer be represented by such Book-Entry Certificates. In such event, the Certificate Registrar will execute, the Authenticating Agent will authenticate and the Certificate Registrar will deliver, in exchange for such Book-Entry Certificates, Definitive Certificates in a Denomination equal to the aggregate Denomination of such Book-Entry Certificates to the party so requesting such Definitive Certificates. In such event, the Trustee shall notify the affected Certificate Owners and make appropriate arrangements for the effectuation of the purpose of this clause. (f) Upon acceptance for exchange or transfer of a beneficial interest in a Book-Entry Certificate for a Definitive Certificate, as provided herein, ~~neither the Certificate Administrator nor~~ the Certificate Registrar shall ~~have any responsibility whatsoever~~ endorse on a schedule affixed to ~~monitor or restrict~~ the ~~Transfer of ownership interests in any~~ related Book-Entry Certificate (~~including but not limited~~ or on a continuation of such schedule affixed to such Book-Entry Certificate and made a part thereof) an appropriate notation evidencing the date of such exchange or transfer and a decrease in the Denomination of such Book-Entry Certificate equal to the Denomination of such Definitive Certificate issued in exchange therefor or upon transfer thereof. (g) If a Holder of a Definitive Certificate wishes at any time to transfer such Certificate to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Book-Entry Certificate, such transfer may be effected only in accordance with Depository Rules and this Section 5.03(g). Upon receipt by the Certificate Registrar at the Registrar Office of (i) the Definitive Certificate to be transferred with an assignment and transfer pursuant to Section 5.02(a), (ii) written instructions given in accordance with Depository Rules directing the Certificate Registrar to credit or cause to be credited to another account a beneficial interest in the related Book-Entry Certificate, in an amount equal to the Denomination of the Definitive Certificate to be so transferred, (iii) a written order given in accordance with the Depository Rules containing information regarding the account to be credited with such beneficial interest and (iv) if the affected Certificate is a Non-Registered Certificate an Investment Representation Letter from the transferee to the effect that such transferee is a Qualified Institutional Buyer, the Certificate Registrar shall cancel such Definitive Certificate~~) which interests are transferable through~~ , execute and deliver a new Definitive Certificate for the ~~book-entry facilities~~ Denomination of the ~~Depository~~Definitive Certificate not so transferred, registered in the name of the Holder or the Holder's transferee (as instructed by the Holder), and the Certificate Registrar shall instruct the Depository or the custodian holding such Book-Entry Certificate on behalf of the Depository to increase the Denomination of the related Book-Entry Certificate by the Denomination of the Definitive Certificate to be so transferred, and to credit or cause to be credited to the account of the Person specified in such instructions a corresponding Denomination of such Book-Entry Certificate.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Jp Morgan Chase Commercial Mortgage Securities Corp)

Book-Entry Certificates. (a) ~~The~~ Each Class of Regular Certificates ~~(other than~~ and the Class ~~R and Class V Certificates)~~ A-4FL Certificates shall initially be issued as one or more Certificates registered in the name of the Depository or its nominee and, except as provided in Section ~~5.02(b~~5.03(c) ~~and Section 5.03(c)~~below, ~~a Transfer~~ transfer of such Certificates may not be registered by the Certificate Registrar unless such ~~Transfer~~ transfer is to a successor Depository that agrees to hold such Certificates for the respective Certificate Owners with Ownership Interests therein. Such Certificate Owners shall hold and ~~Transfer~~ transfer their respective Ownership Interests in and to such Certificates through the book-entry facilities of the Depository and, except as provided in Section 5.03(c) below, shall not be entitled to definitive, fully registered Certificates (“Definitive Certificates”) in respect of such Ownership Interests. The Classes of Non-Registered Certificates initially sold to Qualified Institutional Buyers in reliance on Rule 144A or in reliance on another exemption from the registration requirements of the Securities Act shall, in the case of each such Class, be represented by the Rule 144A Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. The Classes of Non-Registered Certificates initially sold to institutions that are non-United States Securities Persons in Offshore Transactions in reliance on Regulation S shall, in the case of each such Class, be represented by the Regulation S Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. All ~~Transfers~~ transfers by Certificate Owners of their respective Ownership Interests in the Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing each such Certificate Owner. Each Depository Participant shall only transfer the Ownership Interests in the Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository’s normal procedures. (b) The ~~Certificate Administrator~~Trustee, the Master Servicer, the Special Servicer~~, the Trustee~~, the Depositor and the Certificate Registrar may for all purposes, including the making of payments due on the Book-Entry Certificates, deal with the Depository as the authorized representative of the Certificate Owners with respect to such Certificates for the purposes of exercising the rights of Certificateholders hereunder. ~~Except as expressly provided to the contrary herein, the~~ The rights of Certificate Owners with respect to the Book-Entry Certificates shall be limited to those established by law and agreements between such Certificate Owners and the Depository Participants and brokerage firms representing such Certificate Owners. Multiple requests and directions from, and votes of, the Depository as Holder of the Book-Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Certificate Owners. The ~~Certificate Administrator~~ Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and shall give notice to the Depository of such record date. (c) If (i)(A) the Depositor advises ~~the Certificate Administrator,~~ the Trustee and the Certificate Registrar in writing that the Depository is no longer willing or able to properly discharge its responsibilities with respect to a Class of the Book-Entry Certificates, and (B) the Depositor is unable to locate a qualified successor, or (ii) the Depositor at its option advises the ~~Trustee, the Certificate Administrator~~ Trustee and the Certificate Registrar in writing that it elects to terminate the book-entry system through the Depository with respect to a Class of Book-Entry Certificates, the Certificate Registrar shall notify all affected Certificate Owners, through the Depository, of the occurrence of any such event and of the availability of Definitive Certificates to such Certificate Owners requesting the same. Upon surrender to the Certificate Registrar of the Book-Entry Certificates of any Class thereof by the Depository, accompanied by registration instructions from the Depository for registration of transfer, the Certificate Registrar shall execute, at the Depositor’s expense, and the Authenticating Agent shall authenticate and deliver, the Definitive Certificates in respect of such Class to the Certificate Owners identified in such instructions. Upon surrender to the Certificate Registrar of the Definitive Certificate of any Class thereof by the Depository, accompanied by registration instructions from the Certificate Owner for registration of transfer, the Certificate Registrar shall execute, at the Depositor’s expense, and the Authenticating Agent shall authenticate and deliver, the Book-Entry Certificates in respect of such Class to the Depository identified in such instructions. The Depositor shall provide the Certificate Registrar with an adequate inventory of Definitive Certificates. None of the Depositor, the Master Servicer, the Special Servicer~~, the Certificate Administrator~~, the Trustee or the Certificate Registrar shall be liable for any delay in delivery of such ~~instructions,~~ instructions and ~~each of them~~ may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates for purposes of evidencing ownership of any Class of Registered Certificates, the registered holders of such Definitive Certificates shall be recognized as Certificateholders hereunder and, accordingly, shall be entitled directly to receive payments on, to exercise Voting Rights with respect to, and to transfer and exchange such Definitive Certificates. Notwithstanding the above, with respect to a portion of the Class K, Class L and Class M Certificates, such Certificates shall be initially issued as Definitive Certificates. (d) Notwithstanding any other provisions contained herein, neither the ~~Certificate Administrator~~ Trustee nor the Certificate Registrar shall have any responsibility whatsoever to monitor or restrict the ~~Transfer~~ transfer of ownership interests in any Certificate (~~including~~ including, but not limited to to, any Non-Registered Certificate, any Subordinated Certificate, any Class FS Certificate and any Class Z Certificate) which interests are transferable through the book-entry facilities of the Depository.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Wachovia Bank Commercial Mortgage Trust Series 2006-C28)

Book-Entry Certificates. (a) ~~The~~ Each Class of REMIC III Certificates ~~(other than the Class R and Class V Certificates)~~ shall initially be issued as one or more Book-Entry Certificates registered in the name of the Securities Depository or its nominee and, except as provided in ~~Section 5.02(b~~subsection (c) ~~and Section 5.03(c)~~below, ~~a Transfer~~ transfer of such Certificates may not be registered by the Certificate Registrar unless such ~~Transfer~~ transfer is to a successor Securities Depository that agrees to hold such Certificates for the respective Certificate Owners with Ownership Interests therein. Such Certificate Owners shall hold and ~~Transfer~~ transfer their respective Ownership ~~Interests~~ Interest in and to such Certificates through the book-entry facilities of the Securities Depository and, except as provided in ~~Section 5.03(c~~subsection (c) below, shall not be entitled to definitive, fully registered Certificates (“"Definitive Certificates”") in respect of such Ownership Interests. The Classes of Non-Registered Certificates initially sold to Qualified Institutional Buyers in reliance on Rule 144A or in reliance on another exemption from the registration requirements of the Securities Act shall, in the case of each such Class, be represented by the Rule 144A Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. The Classes of Non-Registered Certificates initially sold to institutions that are non-United States Securities Persons in Offshore Transactions in reliance on Regulation S shall, in the case of each such Class, be represented by the Regulation S Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. All ~~Transfers~~ transfers by Certificate Owners of their respective Ownership Interests in the Book-Entry Certificates shall be made in accordance with the procedures established by the Securities Depository Participant or brokerage firm representing each such Certificate Owner. Each Securities Depository Participant shall only transfer the Ownership Interests in the Book-Entry 126 Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Securities Depository’s 's normal procedures. Neither the Certificate Registrar nor the Trustee shall have any responsibility to monitor or restrict the transfer of Ownership Interests in Book-Entry Certificates through the book-entry facilities of the Securities Depository. (b) The ~~Certificate Administrator~~Trustee, the Master Servicer, the Special Servicer, the ~~Trustee, the Depositor~~ Fiscal Agent and the Certificate Registrar may for all purposes, including the making of payments due on the Book-Entry Certificates, deal with the Securities Depository as the authorized representative of the Certificate Owners with respect to such Certificates for the purposes of exercising the rights of Certificateholders hereunder. ~~Except as expressly provided to the contrary herein, the~~ The rights of Certificate Owners with respect to the Book-Entry Certificates shall be limited to those established by law and agreements between such Certificate Owners and the Securities Depository Participants and brokerage firms representing such Certificate Owners. Multiple requests and directions from, and votes of, the Securities Depository as Holder of the Book-Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Certificate Owners. The ~~Certificate Administrator~~ Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and shall give notice to the Securities Depository of such record date. (c) If (i)(A) the Depositor advises the ~~Certificate Administrator, the~~ Trustee and the Certificate Registrar in writing that the Securities Depository is no longer willing or able to properly discharge its responsibilities with respect to a any Class of the Book-Entry Certificates, and (B) the Depositor is unable to locate a qualified successor, or (ii) the Depositor at its option advises the ~~Trustee, the Certificate Administrator~~ Trustee and the Certificate Registrar in writing that it elects to terminate the book-entry system through the Securities Depository with respect to a any Class of the Book-Entry Certificates, the Certificate Registrar shall notify all affected Certificate Owners, through the Securities Depository, of the occurrence of any such event and of the availability of Definitive Certificates to such Certificate Owners requesting the same. Upon surrender to the Certificate Registrar of any Class of the Book-Entry Certificates ~~of any Class thereof~~ by the Securities Depository, accompanied by registration instructions from the Securities Depository for registration of transfer, the ~~Certificate Registrar~~ Trustee shall execute, and the ~~Authenticating Agent~~ Certificate Registrar shall authenticate and deliver, the Definitive Certificates ~~in respect of such Class~~ to the Certificate Owners identified in such instructions. None of the Depositor, the Master Servicer, the Special Servicer, the ~~Certificate Administrator~~Trustee, the ~~Trustee~~ Fiscal Agent or the Certificate Registrar shall be liable for any delay in delivery of such ~~instructions,~~ instructions and ~~each of them~~ may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates for purposes of evidencing ownership of any Class of ~~Registered~~ the REMIC III Certificates, the registered holders of such Definitive Certificates shall be recognized as Certificateholders hereunder and, accordingly, shall be entitled directly to receive payments on, to exercise Voting Rights with respect to, and to transfer and exchange such Definitive Certificates. (d) Notwithstanding any other provisions contained herein, neither the Certificate Administrator nor the Certificate Registrar shall have any responsibility whatsoever to monitor or restrict the Transfer of ownership interests in any Certificate (including but not limited to any Non-Registered Certificate) which interests are transferable through the book-entry facilities of the Depository.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Commercial Mortgage Pass Through Certificates Series 1998 C1)

Book-Entry Certificates. (a) The Class A-1, Class A-2, Class A-2F, Class B, Class C, Class D, Class E, Class F, Class G, Class H, Class J and Class X Certificates (~~other than~~ as of the Sequel Closing Date), and the Class R K, Class L, Class M and Class ~~V Certificates~~N, Class O and Class P Certificates (as of the Original Closing Date) shall initially be issued as one or more Certificates registered in the name of the Depository or its nominee and, except as provided in ~~Section 5.02(b~~subsection (c) ~~and Section 5.03(c)~~below, ~~a Transfer~~ transfer of such Certificates may not be registered by the Certificate Registrar unless such ~~Transfer~~ transfer is to a successor Depository that agrees to hold such Certificates for the respective Certificate Owners with Ownership Interests therein. Such Certificate Owners shall hold and ~~Transfer~~ transfer their respective Ownership Interests in and to such Certificates through the book-entry facilities of the Depository and, except as provided in ~~Section 5.03(c~~subsection (c) below, shall not be entitled to ~~definitive~~fully registered, ~~fully registered~~ physical Certificates (“"Definitive Certificates”") in respect of such Ownership Interests. The Classes of Non-Registered Certificates initially sold to Qualified Institutional Buyers in reliance on Rule 144A or in reliance on another exemption from the registration requirements of the Securities Act shall, in the case of each such Class, be represented by the Rule 144A Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. The Classes of Non-Registered Certificates initially sold to institutions that are non-United States Securities Persons in Offshore Transactions in reliance on Regulation S shall, in the case of each such Class, be represented by the Regulation S Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. All ~~Transfers~~ transfers by Certificate Owners of their respective Ownership Interests in the Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing each such Certificate Owner. Each Depository Participant shall only transfer the Ownership Interests in the Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository’s 's normal procedures. Neither the Certificate Registrar nor the Trustee shall have any responsibility to monitor or restrict the transfer of Ownership Interests in Certificates through the book-entry facilities of the Depository. (b) The ~~Certificate Administrator~~Depositor, the Mortgage Loan Seller, the Trustee, the Master Servicer, the Special Servicer, the ~~Trustee, the Depositor~~ REMIC Administrator and the Certificate Registrar may for all purposes, including the making of payments due on the Book-Entry Certificates, deal with the Depository as the authorized representative of the Certificate Owners with respect to such Certificates for the purposes of exercising the rights of Certificateholders hereunder. ~~Except as expressly provided to the contrary herein, the~~ The rights of Certificate Owners with respect to the Book-Entry Certificates shall be limited to those established by law and agreements between such Certificate Owners and the Depository Participants and brokerage firms representing such Certificate Owners. Multiple requests and directions from, and votes of, the Depository as Holder of the Book-Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Certificate Owners. The ~~Certificate Administrator~~ Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and shall give notice to the Depository of such record date. If any party hereto requests from the Depository a list of the Depository Participants in respect of any Class or Classes of the Book-Entry Certificates, the cost thereof shall be borne by the party on whose behalf such request is made (but in no event shall any such cost be borne by the Trustee). (c) If (i)(A) the Depositor advises ~~the Certificate Administrator,~~ the Trustee and the Certificate Registrar in writing that the Depository is no longer willing or able to properly discharge its responsibilities with respect to a any Class of the Book-Entry Certificates, and (B) the Depositor is unable to locate a qualified successor, or (ii) the Depositor at its option advises the ~~Trustee, the Certificate Administrator~~ Trustee and the Certificate Registrar in writing that it elects to terminate the book-entry system through the Depository with respect to a any Class of the Book-Entry Certificates, the Certificate Registrar shall notify all affected Certificate Owners, through the Depository, of the occurrence of any such event and of the availability of Definitive Certificates to such Certificate Owners requesting the same. Upon surrender to the Certificate Registrar of any Class of the Book-Entry Certificates ~~of any Class thereof~~ by the Depository, accompanied by registration instructions ~~from the Depository~~ for registration of transfer, the ~~Certificate Registrar~~ Trustee shall execute, and the ~~Authenticating Agent~~ Certificate Registrar shall authenticate and deliver, the appropriate Definitive Certificates ~~in respect of such Class~~ to the Certificate Owners identified in such instructions. None of the Depositor, the Mortgage Loan Seller, the Master Servicer, the Special Servicer, the ~~Certificate Administrator~~Trustee, the ~~Trustee~~ REMIC Administrator or the Certificate Registrar shall be liable for any delay in delivery of such ~~instructions,~~ instructions and ~~each of them~~ may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates for purposes of evidencing ownership of any Class of Registered Certificates, the registered holders of such Definitive Certificates shall be recognized as Certificateholders hereunder and, accordingly, shall be entitled directly to receive payments on, to exercise Voting Rights with respect to, and to transfer and exchange such Definitive Certificates. (d) ~~Notwithstanding~~ The Book-Entry Certificates (i) shall be delivered by the Certificate Registrar to the Depository, or pursuant to the Depository's instructions, and shall be registered in the name of Cede & Co. 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 Certificate Registrar for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other ~~provisions contained~~ 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), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. The Book-Entry Certificates may be deposited with such other Depository as the Certificate Registrar may from time to time designate, and shall bear such legend as may be appropriate. (e) Upon acceptance for exchange or transfer of a beneficial interest in a Book-Entry Certificate for a Definitive Certificate, as provided herein, ~~neither the Certificate Administrator nor~~ the Certificate Registrar shall ~~have any responsibility whatsoever~~ endorse on a schedule affixed to ~~monitor or restrict~~ the ~~Transfer of ownership interests in any~~ related Book-Entry Certificate (~~including but not limited~~ or on a continuation of such schedule affixed to such Book-Entry Certificate and made a part thereof) an appropriate notation evidencing the date of such exchange or transfer and a decrease in the Denomination of such Book-Entry Certificate equal to the Denomination of such Definitive Certificate issued in exchange therefor or upon transfer thereof. (f) If a Holder of a Definitive Certificate wishes at any time to transfer such Certificate to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Book-Entry Certificate, such transfer may be effected only in accordance with Depository Rules and this Section 5.03(f). Upon receipt by the Certificate Registrar at the Registrar Office of (i) the Definitive Certificate to be transferred with an assignment and transfer pursuant to this Section 5.03(f), (ii) written instructions given in accordance with Depository Rules directing the Certificate Registrar to credit or cause to be credited to another account a beneficial interest in the related Book-Entry Certificate, in an amount equal to the Denomination of the Definitive Certificate to be so transferred, (iii) a written order given in accordance with the Depository Rules containing information regarding the account to be credited with such beneficial interest and (iv) if the affected Certificate is a Non-Registered Certificate an Investment Representation Letter from the transferee to the effect that such transferee is a Qualified Institutional Buyer, the Certificate Registrar shall cancel such Definitive Certificate~~) which interests are transferable through~~ , execute and deliver a new Definitive Certificate for the ~~book-entry facilities~~ Denomination of the ~~Depository~~Definitive Certificate not so transferred, registered in the name of the Holder or the Holder's transferee (as instructed by the Holder), and the Certificate Registrar shall instruct the Depository or the custodian holding such Book-Entry Certificate on behalf of the Depository to increase the Denomination of the related Book-Entry Certificate by the Denomination of the Definitive Certificate to be so transferred, and to credit or cause to be credited to the account of the Person specified in such instructions a corresponding Denomination of such Book-Entry Certificate.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Commercial Mortgage Pass-Through Certificate Series 2000-1)

Book-Entry Certificates. (a) ~~The~~ Each Class of Registered Certificates ~~(other than~~ and the Class R F and Class ~~V Certificates)~~ G Certificates shall initially be issued as one or more Certificates registered in the name of the Depository or its nominee and, except as provided in Section ~~5.02(b~~5.03(c) ~~and Section 5.03(c)~~below, ~~a Transfer~~ transfer of such Certificates may not be registered by the Certificate Registrar unless such ~~Transfer~~ transfer is to a successor Depository that agrees to hold such Certificates for the respective Certificate Owners with Ownership Interests therein. Such Certificate Owners shall hold and ~~Transfer~~ transfer their respective Ownership Interests in and to such Certificates through the book-entry facilities of the Depository and, except as provided in Section 5.03(c) below, shall not be entitled to definitive, fully registered Certificates (“"Definitive Certificates”") in respect of such Ownership Interests. The Classes of Non-Registered Certificates initially sold to Qualified Institutional Buyers in reliance on Rule 144A or in reliance on another exemption from the registration requirements of the Securities Act shall, in the case of each such Class, be represented by the Rule 144A Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. The Classes of Non-Registered Certificates initially sold to institutions that are non-United States Securities Persons in Offshore Transactions in reliance on Regulation S shall, in the case of each such Class, be represented by the Regulation S Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. All ~~Transfers~~ transfers by Certificate Owners of their respective Ownership Interests in the Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing each such Certificate Owner. Each 148 Depository Participant shall only transfer the Ownership Interests in the Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository’s 's normal procedures. (b) The ~~Certificate Administrator~~Trustee, the Master Servicer, the Special Servicer~~, the Trustee~~, the Depositor and the Certificate Registrar may for all purposes, including the making of payments due on the Book-Entry Certificates, deal with the Depository as the authorized representative of the Certificate Owners with respect to such Certificates for the purposes of exercising the rights of Certificateholders hereunder. ~~Except as expressly provided to the contrary herein, the~~ The rights of Certificate Owners with respect to the Book-Entry Certificates shall be limited to those established by law and agreements between such Certificate Owners and the Depository Participants and brokerage firms representing such Certificate Owners. Multiple requests and directions from, and votes of, the Depository as Holder of the Book-Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Certificate Owners. The ~~Certificate Administrator~~ Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and shall give notice to the Depository of such record date. (c) If (i)(A) the Depositor advises ~~the Certificate Administrator,~~ the Trustee and the Certificate Registrar in writing that the Depository is no longer willing or able to properly discharge its responsibilities with respect to a Class of the Book-Entry Certificates, and (B) the Depositor is unable to locate a qualified successor, or (ii) the Depositor at its option advises the ~~Trustee, the Certificate Administrator~~ Trustee and the Certificate Registrar in writing that it elects to terminate the book-entry system through the Depository with respect to a Class of Book-Entry Certificates, the Certificate Registrar shall notify all affected Certificate Owners, through the Depository, of the occurrence of any such event and of the availability of Definitive Certificates to such Certificate Owners requesting the same. Upon surrender to the Certificate Registrar of the Book-Entry Certificates of any Class thereof by the Depository, accompanied by registration instructions from the Depository for registration of transfer, the Certificate Registrar shall execute, at the Depositor's expense, and the Authenticating Agent shall authenticate and deliver, the Definitive Certificates in respect of such Class to the Certificate Owners identified in such instructions. The Depositor shall provide the Certificate Registrar with an adequate inventory of Definitive Certificates. None of the Depositor, the Master Servicer, the Special Servicer~~, the Certificate Administrator~~, the Trustee or the Certificate Registrar shall be liable for any delay in delivery of such ~~instructions,~~ instructions and ~~each of them~~ may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates for purposes of evidencing ownership of any Class of Registered Certificates, the registered holders of such Definitive Certificates shall be recognized as Certificateholders hereunder and, accordingly, shall be entitled directly to receive payments on, to exercise Voting Rights with respect to, and to transfer and exchange such Definitive Certificates. (d) Notwithstanding any other provisions contained herein, neither the ~~Certificate Administrator~~ Trustee nor the Certificate Registrar shall have any responsibility whatsoever to monitor or restrict the ~~Transfer~~ transfer of ownership interests in any Certificate (including but not limited to any Non-Registered Certificate or any Subordinated Certificate) which interests are transferable through the book-entry facilities of the Depository.. 149

Appears in 1 contract

Samples: Pooling and Servicing Agreement (First Union Commercial Mortgage Securities Inc)

Book-Entry Certificates. (a) The Regular Certificates ~~(other than the Class R and Class V Certificates)~~ shall initially be issued as one or more Certificates registered in the name of the Depository or its nominee and, except as provided in ~~Section 5.02(b~~subsection (c) ~~and Section 5.03(c)~~below, ~~a Transfer~~ transfer of such Certificates may not be registered by the Certificate Registrar unless such ~~Transfer~~ transfer is to a successor Depository that agrees to hold such Certificates for the respective Certificate Owners with Ownership Interests therein. Such Certificate Owners shall hold and ~~Transfer~~ transfer their respective Ownership Interests in and to such Certificates through the book-entry facilities of the Depository and, except as provided in Section ~~5.03(c~~5.02(d) above or subsection (c) below, shall not be entitled to ~~definitive, fully registered~~ Definitive Certificates ~~(“Definitive Certificates”)~~ in respect of such Ownership Interests. The Classes of Non-Registered Certificates initially sold to Qualified Institutional Buyers in reliance on Rule 144A or in reliance on another exemption from the registration requirements of the Securities Act shall, in the case of each such Class, be represented by the Rule 144A Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. The Classes of Non-Registered Certificates initially sold to institutions that are non-United States Securities Persons in Offshore Transactions in reliance on Regulation S shall, in the case of each such Class, be represented by the Regulation S Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. All ~~Transfers~~ transfers by Certificate Owners of their respective Ownership Interests in the Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing ~~each~~ such Certificate Owner. Each Depository Participant shall only transfer the Ownership Interests in the Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository’s 's normal procedures. (b) The ~~Certificate Administrator~~Trustee, the Paying Agent, the Master ~~Servicer~~Servicers, the Special Servicer~~, the Trustee~~, the Depositor and the Certificate Registrar may for all purposes, including the making of payments due on the Book-Entry Certificates, deal with the Depository as the authorized representative of the Certificate Owners with respect to such Certificates for the purposes of exercising the rights of Certificateholders hereunder. ~~Except as expressly provided to the contrary herein, the~~ The rights of Certificate Owners with respect to the Book-Entry Certificates shall be limited to those established by law and agreements between such Certificate Owners and the Depository Participants and brokerage firms representing such Certificate Owners. Multiple requests and directions from, and votes of, the Depository as Holder of the Book-Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Certificate Owners. The ~~Certificate Administrator~~ Paying Agent may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and shall give notice to the Depository of such record date. (c) If (i)(A) the Depositor advises the ~~Certificate Administrator~~Trustee, the ~~Trustee~~ Paying Agent and the Certificate Registrar in writing that the Depository is no longer willing or able to properly discharge its responsibilities with respect to ~~a Class of~~ the Book-Entry ~~Certificates,~~ Certificates and (B) the Depositor is unable to locate a qualified successor, or (ii) the Depositor at its option advises the Trustee, the ~~Certificate Administrator~~ Paying Agent and the Certificate Registrar in writing that it elects to terminate the book-entry system through the ~~Depository with respect to a Class of Book-Entry Certificates~~Depository, the ~~Certificate Registrar~~ Paying Agent shall notify ~~all~~ the affected Certificate Owners, through the ~~Depository~~Depository with respect to all, any Class or any portion of any Class of the Certificates or (iii) the Certificate Registrar determines that Definitive Certificates are required in accordance with the provisions of Section 5.03(e), of the occurrence of any such event and of the availability of Definitive Certificates to ~~such~~ Certificate Owners requesting the same. Upon surrender to the Certificate Registrar of the Book-Entry Certificates by the Depository or any custodian acting on behalf of ~~any Class thereof by~~ the Depository, accompanied by registration instructions from the Depository for registration of transfer, the Certificate Registrar shall execute, and the Authenticating Agent shall authenticate and deliver, within 5 Business Days of such request if made at the Registrar Office, or within 10 Business Days if made at the office of a transfer agent (other than the Certificate Registrar), the Definitive Certificates ~~in respect of such Class~~ to the Certificate Owners identified in such instructions. None of the Depositor, the Master ~~Servicer~~Servicers, the Trustee, the Paying Agent, the Special Servicer, the ~~Certificate Administrator, the Trustee or~~ Authenticating Agent and the Certificate Registrar shall be liable for any delay in delivery of such ~~instructions,~~ instructions and ~~each of them~~ may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates for purposes of evidencing ownership of any Class of ~~Registered~~ Certificates, the registered ~~holders~~ Holders of such Definitive Certificates shall be recognized as Certificateholders hereunder and, accordingly, shall be entitled directly to receive payments on, to exercise Voting Rights with respect to, and to transfer and exchange such Definitive Certificates. (d) ~~Notwithstanding any other provisions contained herein, neither~~ The Book-Entry Certificates (i) shall be delivered by the Certificate ~~Administrator nor~~ Registrar to the Depository, or pursuant to the Depository's instructions, and shall be registered in the name of Cede & Co. 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 Certificate Registrar for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other 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), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. The Book-Entry Certificates may be deposited with such other Depository as the Certificate Registrar may from time to time designate, and shall bear such legend as may be appropriate. (e) If the Trustee has instituted or if the Special Servicer or a Master Servicer, on the Trustee's behalf, 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 all or any portion of the Certificates evidenced by Book-Entry Certificates, the Trustee may in its sole discretion determine that such Certificates shall no longer be represented by such Book-Entry Certificates. In such event, the Certificate Registrar will execute, the Authenticating Agent will authenticate and the Certificate Registrar will deliver, in exchange for such Book-Entry Certificates, Definitive Certificates in a Denomination equal to the aggregate Denomination of such Book-Entry Certificates to the party so requesting such Definitive Certificates. In such event, the Certificate Registrar shall ~~have any responsibility whatsoever~~ notify the affected Certificate Owners and make appropriate arrangements for the effectuation of the purpose of this clause. (f) Upon acceptance for exchange or transfer of a beneficial interest in a Book-Entry Certificate for a Definitive Certificate, as provided herein, the Certificate Registrar shall endorse on a schedule affixed to ~~monitor or restrict~~ the ~~Transfer of ownership interests in any~~ related Book-Entry Certificate (~~including but not limited~~ or on a continuation of such schedule affixed to such Book-Entry Certificate and made a part thereof) an appropriate notation evidencing the date of such exchange or transfer and a decrease in the Denomination of such Book-Entry Certificate equal to the Denomination of such Definitive Certificate issued in exchange therefor or upon transfer thereof. (g) If a Holder of a Definitive Certificate wishes at any ~~Non~~time to transfer such Certificate to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Book-~~Registered~~ Entry Certificate, such transfer may be effected only in accordance with Applicable Procedures, Section 5.02(b) ~~which interests are transferable through~~ and this Section 5.03(g). Upon receipt by the ~~book-entry facilities~~ Certificate Registrar at the Registrar Office of (i) the Definitive Certificate to be transferred with an assignment and transfer pursuant to Section 5.02(a), and all required items pursuant to Section 5.02(b)(v), the Certificate Registrar shall cancel such Definitive Certificate, execute and deliver a new Definitive Certificate for the Denomination of the ~~Depository~~Definitive Certificate not so transferred, registered in the name of the Holder or the Holder's transferee (as instructed by the Holder), and the Certificate Registrar as custodian of the Book-Entry Certificates shall increase the Denomination of the related Book-Entry Certificate by the Denomination of the Definitive Certificate to be so transferred, and credit or cause to be credited to the account of the Person specified in such instructions a corresponding Denomination of such Book-Entry Certificate.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2007-Cibc19)

Book-Entry Certificates. (a) ~~The~~ Each Class of Regular Interest Certificates ~~(other than the Class R and Class V Certificates)~~ shall initially be issued in whole or in part as one or more Certificates registered in the name of the Depository or its nominee and, except as provided in Section 5.02(b) and Section 5.03(c), a Transfer of such Certificates may not be registered by the Certificate Registrar unless such Transfer is to a successor Depository that agrees to hold such Certificates for the respective Certificate Owners with Ownership Interests therein. Such Certificate Owners shall hold and Transfer their respective Ownership Interests in and to such Certificates through the book-entry facilities of the Depository and, except as provided in Section 5.02(b) and Section 5.03(c~~) below~~), shall not be entitled to definitive, fully registered Certificates (“"Definitive Certificates”") in respect of such Ownership Interests. The ~~Classes of Non~~Class X-~~Registered~~ CL, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class P, Class Q, Class S and Class T Certificates initially sold to Qualified Institutional Buyers in reliance on Rule 144A or in reliance on another exemption from the registration requirements of the Securities Act shall, in the case of each such Class, be represented by the Rule 144A Global Certificate for such Class, which shall be deposited with the ~~Certificate Administrator~~ Trustee as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. The ~~Classes of Non~~Class X-~~Registered~~ CL, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class P, Class Q, Class S and Class T Certificates initially sold ~~to institutions that are non-United States Securities Persons~~ in ~~Offshore Transactions~~ offshore transactions in reliance on Regulation S shall, in the case of each such Class, be represented by the Regulation S Global Certificate for such Class, which shall be deposited with the ~~Certificate Administrator~~ Trustee as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. All Transfers by Certificate Owners of their respective Ownership Interests in the Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing each such Certificate Owner. Each Depository Participant shall only transfer the Ownership Interests in the Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository’s 's normal procedures. Each Certificate Owner is deemed, by virtue of its acquisition of an Ownership Interest in the applicable Class of Book-Entry Certificates, to agree to comply with the transfer requirements provided for in Section 5.02. (b) The ~~Certificate Administrator~~Trustee, the Master Servicer, the Special Servicer~~, the Trustee~~, the Depositor and the Certificate Registrar may for all purposes, including the making of payments due on the Book-Entry Certificates, deal with the Depository as the authorized representative of the Certificate Owners with respect to such Certificates for the purposes of exercising the rights of Certificateholders hereunder. ~~Except as expressly provided to the contrary herein, the~~ The rights of Certificate Owners with respect to the Book-Entry Certificates shall be limited to those established by law and agreements between such Certificate Owners and the Depository Participants and brokerage firms representing such Certificate Owners. Multiple requests and directions from, and votes of, the Depository as Holder of the Book-Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Certificate Owners. The ~~Certificate Administrator~~ Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and shall give notice to the Depository of such record date. (c) If (i)(A) the Depositor advises ~~the Certificate Administrator,~~ the Trustee and the Certificate Registrar in writing that the Depository is no longer willing or able to properly discharge its responsibilities with respect to a Class of the Book-Entry Certificates, and (B) the Depositor is unable to locate a qualified successor, or (ii) the Depositor at notifies the Depository of its ~~option advises the Trustee, the Certificate Administrator and the Certificate Registrar in writing that it elects~~ intent to terminate the book-entry system through the Depository with respect to a Class of Book-Entry ~~Certificates~~Certificates and (in the event applicable law and/or the Depository's procedures require that the Depository Participants holding Ownership Interests in such Class of Book-Entry Certificates submit a withdrawal request to the Depository in order to so terminate the book-entry system) the Depositor additionally notifies those Depository Participants and those Depository Participants submit a withdrawal request with respect to such termination, then the Certificate Registrar shall notify all affected Certificate Owners, through the Depository, of the occurrence of any such event and of the availability of Definitive Certificates to such Certificate Owners requesting the same. Upon surrender to the Certificate Registrar of the Book-Entry Certificates of any Class thereof by the Depository, accompanied by registration instructions from the Depository for registration of transfer, the Certificate Registrar shall execute, and the Authenticating Agent shall authenticate and deliver, the Definitive Certificates in respect of such Class to the Certificate Owners identified in such instructions. None of the Depositor, the Master Servicer, the Special Servicer, the ~~Certificate Administrator, the~~ Trustee or the Certificate Registrar shall be liable for any delay in delivery of such instructions, and each of them ~~may~~ may, absent manifest error, conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates for purposes of evidencing ownership of any Class of Registered Certificates, the registered holders of such Definitive Certificates shall be recognized as Certificateholders hereunder and, accordingly, shall be entitled directly to receive payments on, to exercise Voting Rights with respect to, and to transfer and exchange such Definitive Certificates. (d) Notwithstanding any other provisions contained herein, neither the ~~Certificate Administrator~~ Trustee nor the Certificate Registrar shall have any responsibility whatsoever to monitor or restrict the Transfer of ownership interests in any Certificate (including but not limited to any Non-Registered Certificate or any Subordinate Certificate) which interests are transferable through the book-entry facilities of the Depository.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (LB-UBS Commercial Mortgage Trust 2007-C7)

Book-Entry Certificates. (a) The Registered Certificates ~~(other than~~ and the Class ~~R and~~ X Certificates shall, in the case of each Class ~~V Certificates) shall~~ thereof, initially be issued as one or more Certificates registered in the name of the Depository or its nominee and, except as provided in ~~Section 5.02(b~~subsection (c) ~~and Section 5.03(c)~~below, ~~a Transfer~~ transfer of such Certificates may not be registered by the Certificate Registrar unless such ~~Transfer~~ transfer is to a successor Depository that agrees to hold such Certificates for the respective Certificate Owners with Ownership Interests therein. Such Certificate Owners shall hold and ~~Transfer~~ transfer their respective Ownership Interests in and to such Certificates through the book-entry facilities of the Depository and, except as provided in ~~Section 5.03(c~~subsection (c) below, shall not be entitled to definitive, fully registered Certificates (“"Definitive Certificates”") in respect of such Ownership Interests. The Classes of Non-Registered Certificates initially sold to Qualified Institutional Buyers in reliance on Rule 144A or in reliance on another exemption from the registration requirements of the Securities Act shall, in the case of each such Class, be represented by the Rule 144A Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. The Classes of Non-Registered Certificates initially sold to institutions that are non-United States Securities Persons in Offshore Transactions in reliance on Regulation S shall, in the case of each such Class, be represented by the Regulation S Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. All ~~Transfers~~ transfers by Certificate Owners of their respective Ownership Interests in the Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing each such Certificate Owner. Each Depository Participant shall only transfer the Ownership Interests in the Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository’s 's normal procedures. Neither the Certificate Registrar nor the Trustee shall have any responsibility to monitor or restrict the transfer of Ownership Interests in Certificates through the book-entry facilities of the Depository. (b) The ~~Certificate Administrator~~Sponsor, the Mortgage Loan Seller, the Trustee, the Fiscal Agent, the Master Servicer, the Special Servicer, the ~~Trustee, the Depositor~~ REMIC Administrator and the Certificate Registrar may for all purposes, including the making of payments due on the Book-Entry Certificates, deal with the Depository as the authorized representative of the Certificate Owners with respect to such Certificates for the purposes of exercising the rights of Certificateholders hereunder. ~~Except as expressly provided to the contrary herein, the~~ The rights of Certificate Owners with respect to the Book-Entry Certificates shall be limited to those established by law and agreements between such Certificate Owners and the Depository Participants and brokerage firms representing such Certificate Owners. Multiple requests and directions from, and votes of, the Depository as Holder of the Book-Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Certificate Owners. The ~~Certificate Administrator~~ Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and shall give notice to the Depository of such record date. If any party hereto requests from the Depository a list of the Depository Participants in respect of any Class or Classes of the Book- Entry Certificates, the cost thereof shall be borne by the party on whose behalf such request is made (but in no event shall any such cost be borne by the Trustee). (c) If (i)(A) the ~~Depositor~~ Sponsor advises ~~the Certificate Administrator,~~ the Trustee and the Certificate Registrar in writing that the Depository is no longer willing or able to properly discharge its responsibilities with respect to a any Class of the Book-Entry Certificates, and (B) the ~~Depositor~~ Sponsor is unable to locate a qualified successor, or (ii) the ~~Depositor~~ Sponsor at its option advises the ~~Trustee, the Certificate Administrator~~ Trustee and the Certificate Registrar in writing that it elects to terminate the book-entry system through the Depository with respect to a any Class of the Book-Entry Certificates, the Certificate Registrar shall notify all affected Certificate Owners, through the Depository, of the occurrence of any such event and of the availability of Definitive Certificates to such Certificate Owners requesting the same. Upon surrender to the Certificate Registrar of any Class of the Book-Entry Certificates ~~of any Class thereof~~ by the Depository, accompanied by registration instructions ~~from the Depository~~ for registration of transfer, the ~~Certificate Registrar~~ Trustee shall execute, and the ~~Authenticating Agent~~ Certificate Registrar shall authenticate and deliver, the appropriate Definitive Certificates ~~in respect of such Class~~ to the Certificate Owners identified in such instructions. None of the ~~Depositor~~Sponsor, the Mortgage Loan Seller, the Master Servicer, the Special Servicer, the ~~Certificate Administrator~~Trustee, the ~~Trustee~~ Fiscal Agent, the REMIC Administrator or the Certificate Registrar shall be liable for any delay in delivery of such ~~instructions,~~ instructions and ~~each of them~~ may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates for purposes of evidencing ownership of any Class of Registered Certificates, the registered holders of such Definitive Certificates shall be recognized as Certificateholders hereunder and, accordingly, shall be entitled directly to receive payments on, to exercise Voting Rights with respect to, and to transfer and exchange such Definitive Certificates. (d) Notwithstanding any other provisions contained herein, neither the Certificate Administrator nor the Certificate Registrar shall have any responsibility whatsoever to monitor or restrict the Transfer of ownership interests in any Certificate (including but not limited to any Non-Registered Certificate) which interests are transferable through the book-entry facilities of the Depository.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Mortgage Capital Funding Inc)

Book-Entry Certificates. (a) ~~The~~ Each Class of Regular Certificates ~~(other than the Class R and Class V Certificates)~~ shall initially be issued as one or more Certificates registered in the name of the Depository or its nominee and, except as provided in Section ~~5.02(b~~5.03(c) ~~and Section 5.03(c)~~below, ~~a Transfer~~ transfer of such Certificates may not be registered by the Certificate Registrar unless such ~~Transfer~~ transfer is to a successor Depository that agrees to hold such Certificates for the respective Certificate Owners with Ownership Interests therein. Such Certificate Owners shall hold and ~~Transfer~~ transfer their respective Ownership Interests in and to such Certificates through the book-entry facilities of the Depository and, except as provided in Section 5.03(c) below, shall not be entitled to definitive, fully registered Certificates (“"Definitive Certificates”") in respect of such Ownership Interests. The Classes of Non-Registered Certificates initially sold to Qualified Institutional Buyers in reliance on Rule 144A or in reliance on another exemption from the registration requirements of the Securities Act shall, in the case of each such Class, be represented by the Rule 144A Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. The Classes of Non-Registered Certificates initially sold to institutions that are non-United States Securities Persons in Offshore Transactions in reliance on Regulation S shall, in the case of each such Class, be represented by the Regulation S Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. All ~~Transfers~~ transfers by Certificate Owners of their respective Ownership Interests in the Book-Entry Certificates shall be made in accordance with the procedures 161 established by the Depository Participant or brokerage firm representing each such Certificate Owner. Each Depository Participant shall only transfer the Ownership Interests in the Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository’s 's normal procedures. (b) The ~~Certificate Administrator~~Trustee, the Master Servicer, the Special Servicer~~, the Trustee~~, the Depositor and the Certificate Registrar may for all purposes, including the making of payments due on the Book-Entry Certificates, deal with the Depository as the authorized representative of the Certificate Owners with respect to such Certificates for the purposes of exercising the rights of Certificateholders hereunder. ~~Except as expressly provided to the contrary herein, the~~ The rights of Certificate Owners with respect to the Book-Entry Certificates shall be limited to those established by law and agreements between such Certificate Owners and the Depository Participants and brokerage firms representing such Certificate Owners. Multiple requests and directions from, and votes of, the Depository as Holder of the Book-Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Certificate Owners. The ~~Certificate Administrator~~ Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and shall give notice to the Depository of such record date. (c) If (i)(A) the Depositor advises ~~the Certificate Administrator,~~ the Trustee and the Certificate Registrar in writing that the Depository is no longer willing or able to properly discharge its responsibilities with respect to a Class of the Book-Entry Certificates, and (B) the Depositor is unable to locate a qualified successor, or (ii) the Depositor at its option advises the ~~Trustee, the Certificate Administrator~~ Trustee and the Certificate Registrar in writing that it elects to terminate the book-entry system through the Depository with respect to a Class of Book-Entry Certificates, the Certificate Registrar shall notify all affected Certificate Owners, through the Depository, of the occurrence of any such event and of the availability of Definitive Certificates to such Certificate Owners requesting the same. Upon surrender to the Certificate Registrar of the Book-Entry Certificates of any Class thereof by the Depository, accompanied by registration instructions from the Depository for registration of transfer, the Certificate Registrar shall execute, at the Depositor's expense, and the Authenticating Agent shall authenticate and deliver, the Definitive Certificates in respect of such Class to the Certificate Owners identified in such instructions. The Depositor shall provide the Certificate Registrar with an adequate inventory of Definitive Certificates. None of the Depositor, the Master Servicer, the Special Servicer~~, the Certificate Administrator~~, the Trustee or the Certificate Registrar shall be liable for any delay in delivery of such ~~instructions,~~ instructions and ~~each of them~~ may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates for purposes of evidencing ownership of any Class of Registered Certificates, the registered holders of such Definitive Certificates shall be recognized as Certificateholders hereunder and, accordingly, shall be entitled directly to receive payments on, to exercise Voting Rights with respect to, and to transfer and exchange such Definitive Certificates. (d) Notwithstanding any other provisions contained herein, neither the ~~Certificate Administrator~~ Trustee nor the Certificate Registrar shall have any responsibility whatsoever to monitor or restrict the ~~Transfer~~ transfer of ownership interests in any Certificate (including but not limited to any Non-Registered Certificate or any Subordinated Certificate) which interests are transferable through the book-entry facilities of the Depository.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Merrill Lynch Mortgage Investors Inc)

Book-Entry Certificates. (a) ~~The~~ Each Class of Regular Certificates ~~(other than the Class R and Class V Certificates)~~ shall initially be issued as one or more Certificates registered in the name of the Depository or its nominee and, except as provided in Section ~~5.02(b~~5.03(c) and Section ~~5.03(c~~5.02(b), a Transfer of such Certificates may not be registered by the Certificate Registrar unless such ~~Transfer~~ transfer is to a successor Depository that agrees to hold such Certificates for the respective Certificate Owners with Ownership Interests therein. Such Certificate Owners shall hold and Transfer their respective Ownership Interests in and to such Certificates through the book-entry facilities of the Depository and, except as provided in Section 5.03(c) ~~below~~and Section 5.02(b), shall not be entitled to definitive, fully registered Certificates (“"Definitive Certificates”") in respect of such Ownership Interests. The ~~Classes of Non-Registered~~ Class XC, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class P, Class Q, Class S and Class T Certificates initially sold to Qualified Institutional Buyers in reliance on Rule 144A or in reliance on another exemption from the registration requirements of the Securities Act shall, in the case of each such Class, be represented by the Rule 144A Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. The ~~Classes of Non-Registered~~ Class XC, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class O, Class P, Class Q, Class S and Class T Certificates initially sold ~~to institutions that are non-United States Securities Persons~~ in ~~Offshore Transactions~~ offshore transactions in reliance on Regulation S shall, in the case of each such Class, be represented by the Regulation S Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. All Transfers by Certificate Owners of their respective Ownership Interests in the Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing each such Certificate Owner. Each Depository Participant shall only transfer the Ownership Interests in the Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository’s 's normal procedures. Each Certificate Owner is deemed, by virtue of its acquisition of an Ownership Interest in the applicable Class of Book-Entry Certificates, to agree to comply with the transfer requirements provided for in Section 5.02. (b) The Certificate Administrator, the Master ~~Servicer~~Servicers, the Special Servicer~~, the Trustee~~, the Depositor and the Certificate Registrar may for all purposes, including the making of payments due on the Book-Entry Certificates, deal with the Depository as the authorized representative of the Certificate Owners with respect to such Certificates for the purposes of exercising the rights of Certificateholders hereunder. ~~Except as expressly provided to the contrary herein, the~~ The rights of Certificate Owners with respect to the Book-Entry Certificates shall be limited to those established by law and agreements between such Certificate Owners and the Depository Participants and brokerage firms representing such Certificate Owners. Multiple requests and directions from, and votes of, the Depository as Holder of the Book-Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Certificate Owners. The Certificate Administrator may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and shall give notice to the Depository of such record date. (c) If (i)(A) the Depositor advises the Certificate ~~Administrator, the Trustee~~ Administrator and the Certificate Registrar in writing that the Depository is no longer willing or able to properly discharge its responsibilities with respect to a Class of the Book-Entry Certificates, and (B) the Depositor is unable to locate a qualified successor, or (ii) the Depositor at its option advises ~~the Trustee,~~ the Certificate Administrator and the Certificate Registrar in writing that it elects to terminate the book-entry system through the Depository with respect to a Class of Book-Entry Certificates, the Certificate Registrar shall notify all affected Certificate Owners, through the Depository, of the occurrence of any such event and of the availability of Definitive Certificates to such Certificate Owners requesting the same. Upon surrender to the Certificate Registrar of the Book-Entry Certificates of any Class thereof by the Depository, accompanied by registration instructions from the Depository for registration of transfer, the Certificate Registrar shall execute, and the Authenticating Agent shall authenticate and deliver, the Definitive Certificates in respect of such Class to the Certificate Owners identified in such instructions. None of the Depositor, the Master ~~Servicer~~Servicers, the Special Servicer, the Certificate ~~Administrator, the Trustee~~ Administrator or the Certificate Registrar shall be liable for any delay in delivery of such instructions, and each of them may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates for purposes of evidencing ownership of any Class of Registered Certificates, the registered holders of such Definitive Certificates shall be recognized as Certificateholders hereunder and, accordingly, shall be entitled directly to receive payments on, to exercise Voting Rights with respect to, and to transfer and exchange such Definitive Certificates. (d) Notwithstanding any other provisions contained herein, neither the Certificate Administrator nor the Certificate Registrar shall have any responsibility whatsoever to monitor or restrict the Transfer of ownership interests in any Certificate (including but not limited to any Non-Registered Certificate or any Subordinated Certificate) which interests are transferable through the book-entry facilities of the Depository.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (ML-CFC Commercial Mortgage Trust 2007-9)

Book-Entry Certificates. (a) The ~~Certificates (other than the~~ Class R A-1, Class A-2, Class A-3, Class A-4, Class B, Class C, Class D, Class E and Class ~~V Certificates)~~ F Certificates shall initially be issued as one or more Certificates registered in the 178 name of the Depository or its nominee and, except as provided in ~~Section 5.02(b~~subsection (c) ~~and Section 5.03(c)~~below, ~~a Transfer~~ transfer of such Certificates may not be registered by the Certificate Registrar unless such ~~Transfer~~ transfer is to a successor Depository that agrees to hold such Certificates for the respective Certificate Owners with Ownership Interests therein. Such Certificate Owners shall hold and ~~Transfer~~ transfer their respective Ownership Interests in and to such Certificates through the book-entry facilities of the Depository and, except as provided in ~~Section 5.03(c~~subsection (c) below, shall not be entitled to ~~definitive~~fully registered, ~~fully registered~~ physical Certificates (“"Definitive Certificates”") in respect of such Ownership Interests. The Classes of Non-Registered Certificates initially sold to Qualified Institutional Buyers in reliance on Rule 144A or in reliance on another exemption from the registration requirements of the Securities Act shall, in the case of each such Class, be represented by the Rule 144A Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. The Classes of Non-Registered Certificates initially sold to institutions that are non-United States Securities Persons in Offshore Transactions in reliance on Regulation S shall, in the case of each such Class, be represented by the Regulation S Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. All ~~Transfers~~ transfers by Certificate Owners of their respective Ownership Interests in the Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing each such Certificate Owner. Each Depository Participant shall only transfer the Ownership Interests in the Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository’s 's normal procedures. Neither the Certificate Registrar nor the Trustee shall have any responsibility to monitor or restrict the transfer of Ownership Interests in Certificates through the book-entry facilities of the Depository. Neither the Trustee nor the Certificate Registrar shall have any obligation or duty to monitor, determine or inquire as to compliance with any restriction or transfer imposed under Article V of this Agreement or under applicable law with respect to any transfer of any Certificate, or any interest therein, other than to require delivery of the certification(s) and/or opinions of counsel described in Article V applicable with respect to changes in registration of record ownership of Certificates in the Certificate Register except as set forth in Section 5.02(d)(i)(C). The Trustee and the Certificate Registrar shall have no liability for transfers, including transfers made through the book-entry facilities of the Depository or between or among Depository participants or Beneficial Owners made in violation of applicable restrictions. (b) The ~~Certificate Administrator~~Depositor, the Mortgage Loan Sellers, the Trustee, the Master Servicer, the Special Servicer, the ~~Trustee, the Depositor~~ REMIC Administrator and the Certificate Registrar may for all purposes, including the making of payments due on the Book-Entry Certificates, deal with the Depository as the authorized representative of the Certificate Owners with respect to such Certificates for the purposes of exercising the rights of Certificateholders hereunder. ~~Except as expressly provided to the contrary herein, the~~ The rights of Certificate Owners with respect to the Book-Entry Certificates shall be limited to those established by law and agreements between such Certificate Owners and the Depository Participants and brokerage firms representing such Certificate Owners. Multiple requests and directions from, and votes of, the Depository as Holder of the Book-Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Certificate Owners. The ~~Certificate Administrator~~ Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and shall give notice to the Depository of such record date. If any party hereto requests from the Depository a list of the Depository Participants in respect of any Class or Classes of the Book-Entry Certificates, the cost thereof shall be borne by the party on whose behalf such request is made (but in no event shall any cost be borne by the Trustee). (c) If if (~~i)(A~~i) (A) the Depositor advises ~~the Certificate Administrator,~~ the Trustee and the Certificate Registrar in writing that the Depository is no longer willing or able to properly discharge its responsibilities with respect to a any Class of the Book-Entry Certificates, and (B) the Depositor is unable to locate a 179 qualified successor, or (ii) the Depositor at its option advises the ~~Trustee, the Certificate Administrator~~ Trustee and the Certificate Registrar in writing that it elects to terminate the book-entry system through the Depository with respect to a any Class of the Book-Entry Certificates, the Certificate Registrar shall notify all affected Certificate Owners, through the Depository, of the occurrence of any such event and of the availability of Definitive Certificates to such Certificate Owners requesting the same. Upon surrender to the Certificate Registrar of any Class of the Book-Entry Certificates ~~of any Class thereof~~ by the Depository, accompanied by registration instructions ~~from the Depository~~ for registration of transfer, the ~~Certificate Registrar~~ Trustee shall execute, and the ~~Authenticating Agent~~ Certificate Registrar shall authenticate and deliver, the appropriate Definitive Certificates ~~in respect of such Class~~ to the Certificate Owners identified in such instructions. None of the Depositor, the Mortgage Loan Sellers, the Master Servicer, the Special Servicer, the ~~Certificate Administrator~~Trustee, the ~~Trustee~~ REMIC Administrator or the Certificate Registrar shall be liable for any delay in delivery of such ~~instructions,~~ instructions and ~~each of them~~ may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates for purposes of evidencing ownership of any Class of Registered Certificates, the registered holders of such Definitive Certificates shall be recognized as Certificateholders hereunder and, accordingly, shall be entitled directly to receive payments on, to exercise Voting Rights with respect to, and to transfer and exchange such Definitive Certificates. (d) ~~Notwithstanding~~ The Book-Entry Certificates (i) shall be delivered by the Certificate Registrar to the Depository, or pursuant to the Depository's instructions, and shall be registered in the name of Cede & Co. 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 Certificate Registrar for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other ~~provisions contained~~ 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), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. The Book-Entry Certificates may be deposited with such other Depository as the Certificate Registrar may from time to time designate, and shall bear such legend as may be appropriate. (e) Upon acceptance for exchange or transfer of a beneficial interest in a Book-Entry Certificate for a Definitive Certificate, as provided herein, ~~neither the Certificate Administrator nor~~ the Certificate Registrar shall ~~have any responsibility whatsoever~~ endorse on a schedule affixed to ~~monitor or restrict~~ the ~~Transfer of ownership interests in any~~ related Book-Entry Certificate (~~including but not limited~~ or on a continuation of such schedule affixed to such Book-Entry Certificate and made a part thereof) an appropriate notation evidencing the date of such exchange or transfer and a decrease in the Denomination of such Book-Entry Certificate equal to the Denomination of such Definitive Certificate issued in exchange therefor or upon transfer thereof. (f) If a Holder of a Definitive Certificate wishes at any time to transfer such Certificate to a Person who wishes to take delivery thereof in the form of a beneficial interest in the 180 Book-Entry Certificate, such transfer may be effected only in accordance with Depository Rules and this Section 5.03(f). Upon receipt by the Certificate Registrar at the Registrar Office of (i) the Definitive Certificate to be transferred with an assignment and transfer pursuant to Section 5.02(a), (ii) written instructions given in accordance with Depository Rules directing the Certificate Registrar to credit or cause to be credited to another account a beneficial interest in the related Book-Entry Certificate, in an amount equal to the Denomination of the Definitive Certificate to be so transferred, (iii) a written order given in accordance with the Depository Rules containing information regarding the account to be credited with such beneficial interest and (iv) if the affected Certificate is a Non-Registered Certificate an Investment Representation Letter from the transferee to the effect that such transferee is a Qualified Institutional Buyer, the Certificate Registrar shall cancel such Definitive Certificate~~) which interests are transferable through~~ , execute and deliver a new Definitive Certificate for the ~~book-entry facilities~~ Denomination of the ~~Depository~~Definitive Certificate not so transferred, registered in the name of the Holder or the Holder's transferee (as instructed by the Holder), and the Certificate Registrar shall instruct the Depository or the custodian holding such Book-Entry Certificate on behalf of the Depository to increase the Denomination of the related Book-Entry Certificate by the Denomination of the Definitive Certificate to be so transferred, and to credit or cause to be credited to the account of the Person specified in such instructions a corresponding Denomination of such Book-Entry Certificate.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Bear Stearns Commercial Mortgage Securities Inc)

Book-Entry Certificates. (a) ~~The~~ Each Class of Regular Certificates ~~(other than~~ and the Class ~~R and Class V Certificates)~~ Q Certificate shall initially be issued as one or more Certificates registered in the name of the Depository or its nominee and, except as provided in Section ~~5.02(b~~5.03(c) ~~and Section 5.03(c)~~below, ~~a Transfer~~ transfer of such Certificates may not be registered by the Certificate Registrar unless such ~~Transfer~~ transfer is to a successor Depository that agrees to hold such Certificates for the respective Certificate Owners with Ownership Interests therein. Such Certificate Owners shall hold and ~~Transfer~~ transfer their respective Ownership Interests in and to such Certificates through the book-entry facilities of the Depository and, except as provided in Section 5.03(c) below, shall not be entitled to definitive, fully registered Certificates (“"Definitive Certificates”") in respect of such Ownership Interests. The Classes of Non-Registered Certificates initially sold to Qualified Institutional Buyers in reliance on Rule 144A or in reliance on another exemption from the registration requirements of the Securities Act shall, in the case of each such Class, be represented by the Rule 144A Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. The Classes of Non-Registered Certificates initially sold to institutions that are non-United States Securities Persons in Offshore Transactions in reliance on Regulation S shall, in the case of each such Class, be represented by the Regulation S Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. All ~~Transfers~~ transfers by Certificate Owners of their respective Ownership Interests in the Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing each such Certificate Owner. Each Depository Participant shall only transfer the Ownership Interests in the Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository’s 's normal procedures. (b) The ~~Certificate Administrator~~Trustee, the Master Servicer, the Special Servicer~~, the Trustee~~, the Depositor and the Certificate Registrar may for all purposes, including the making of payments due on the Book-Entry Certificates, deal with the Depository as the authorized representative of the Certificate Owners with respect to such Certificates for the purposes of exercising the rights of Certificateholders hereunder. ~~Except as expressly provided to the contrary herein, the~~ The rights of Certificate Owners with respect to the Book-Entry Certificates shall be limited to those established by law and agreements between such Certificate Owners and the Depository Participants and brokerage firms representing such Certificate Owners. Multiple requests and directions from, and votes of, the Depository as Holder of the Book-Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Certificate Owners. The ~~Certificate Administrator~~ Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and shall give notice to the Depository of such record date. (c) If (i)(A) the Depositor advises ~~the Certificate Administrator,~~ the Trustee and the Certificate Registrar in writing that the Depository is no longer willing or able to properly discharge its responsibilities with respect to a Class of the Book-Entry Certificates, and (B) the Depositor is unable to locate a qualified successor, or (ii) the Depositor at its option advises the ~~Trustee, the Certificate Administrator~~ Trustee and the Certificate Registrar in writing that it elects to terminate the book-entry system through the Depository with respect to a Class of Book-Entry Certificates, the Certificate Registrar shall notify all affected Certificate Owners, through the Depository, of the occurrence of any such event and of the 184 availability of Definitive Certificates to such Certificate Owners requesting the same. Upon surrender to the Certificate Registrar of the Book-Entry Certificates of any Class thereof by the Depository, accompanied by registration instructions from the Depository for registration of transfer, the Certificate Registrar shall execute, at the Depositor's expense, and the Authenticating Agent shall authenticate and deliver, the Definitive Certificates in respect of such Class to the Certificate Owners identified in such instructions. The Depositor shall provide the Certificate Registrar with an adequate inventory of Definitive Certificates. None of the Depositor, the Master Servicer, the Special Servicer~~, the Certificate Administrator~~, the Trustee or the Certificate Registrar shall be liable for any delay in delivery of such ~~instructions,~~ instructions and ~~each of them~~ may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates for purposes of evidencing ownership of any Class of Registered Certificates, the registered holders of such Definitive Certificates shall be recognized as Certificateholders hereunder and, accordingly, shall be entitled directly to receive payments on, to exercise Voting Rights with respect to, and to transfer and exchange such Definitive Certificates. (d) Notwithstanding any other provisions contained herein, neither the ~~Certificate Administrator~~ Trustee nor the Certificate Registrar shall have any responsibility whatsoever to monitor or restrict the ~~Transfer~~ transfer of ownership interests in any Certificate (including but not limited to any Non-Registered Certificate or any Subordinated Certificate) which interests are transferable through the book-entry facilities of the Depository.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (First Union Commercial Mortgage Securities Inc)

Book-Entry Certificates. (a) The Certificates ~~(other than the Class R and Class V Certificates)~~ shall initially be issued as one or more Certificates registered in the name of the Depository or its nominee and, except as provided in ~~Section 5.02(b~~subsection (c) ~~and Section 5.03(c)~~below, ~~a Transfer~~ transfer of such Certificates may not be registered by the Certificate Registrar unless such ~~Transfer~~ transfer is to a successor Depository that agrees to hold such Certificates for the respective Certificate Owners with Ownership Interests therein. Such Certificate Owners shall hold and ~~Transfer~~ transfer their respective Ownership Interests in and to such Certificates through the book-entry facilities of the Depository and, except as provided in Section ~~5.03(c~~5.02(c) above or subsection (c) below, shall not be entitled to ~~definitive, fully registered~~ Definitive Certificates ~~(“Definitive Certificates”)~~ in respect of such Ownership Interests. The Classes of Non-Registered Certificates initially sold to Qualified Institutional Buyers in reliance on Rule 144A or in reliance on another exemption from the registration requirements of the Securities Act shall, in the case of each such Class, be represented by the Rule 144A Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. The Classes of Non-Registered Certificates initially sold to institutions that are non-United States Securities Persons in Offshore Transactions in reliance on Regulation S shall, in the case of each such Class, be represented by the Regulation S Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. All ~~Transfers~~ transfers by Certificate Owners of their respective Ownership Interests in the Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing ~~each~~ such Certificate Owner. Each Depository Participant shall only transfer the Ownership Interests in the Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository’s 's normal procedures. (b) The ~~Certificate Administrator~~Trustee, the ~~Master~~ Servicer~~, the Special Servicer, the Trustee~~, the Depositor and the Certificate Registrar may for all purposes, including the making of payments due on the Book-Entry Certificates, deal with the Depository as the authorized representative of the Certificate Owners with respect to such Certificates for the purposes of exercising the rights of Certificateholders hereunder. ~~Except as expressly provided to the contrary herein, the~~ The rights of Certificate Owners with respect to the Book-Entry Certificates shall be limited to those established by law and agreements between such Certificate Owners and the Depository Participants and brokerage firms representing such Certificate Owners. Multiple requests and directions from, and votes of, the Depository as Holder of the Book-Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Certificate Owners. The ~~Certificate Administrator~~ Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and shall give notice to the Depository of such record date. (c) If (i)(A) the Depositor advises the ~~Certificate Administrator, the~~ Trustee and the Certificate Registrar in writing that the Depository is no longer willing or able to properly discharge its responsibilities with respect to ~~a Class of~~ the Book-Entry Certificates, and (B) the Depositor is unable to locate a qualified successor, or (ii) the Depositor at its option advises the ~~Trustee, the Certificate Administrator~~ Trustee and the Certificate Registrar in writing that it elects to terminate the book-entry system through the ~~Depository~~ Depository, or (iii) the Trustee determines that Definitive Certificates are required in accordance with ~~respect to a Class~~ the provisions of ~~Book-Entry Certificates~~Section 5.03(e), the Certificate Registrar shall notify ~~all~~ the affected Certificate Owners, through the ~~Depository~~Depository with respect to all or any portion of the Certificates, of the occurrence of any such event and of the availability of Definitive Certificates to ~~such~~ Certificate Owners requesting the same. Upon surrender to the Certificate Registrar of the Book-Entry Certificates by the Depository or any custodian acting on behalf of ~~any Class thereof by~~ the Depository, accompanied by registration instructions from the Depository for registration of transfer, the ~~Certificate Registrar~~ Trustee shall execute, and the ~~Authenticating Agent~~ Certificate Registrar shall authenticate and deliver, within five Business Days of such request if made at the Registrar Office, or within ten Business Days if made at the office of a transfer agent (other than the Certificate Registrar), the Definitive Certificates ~~in respect of such Class~~ to the Certificate Owners identified in such instructions. None of the Depositor, the ~~Master~~ Servicer, the ~~Special Servicer, the Certificate Administrator, the~~ Trustee or and the Certificate Registrar shall be liable for any delay in delivery of such ~~instructions,~~ instructions and ~~each of them~~ may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates for purposes of evidencing ownership of any ~~Class~~ of ~~Registered~~ the Certificates, the registered holders of such Definitive Certificates shall be recognized as Certificateholders hereunder and, accordingly, shall be entitled directly to receive payments on, to exercise ~~Voting Rights~~ voting rights with respect to, and to transfer and exchange such Definitive Certificates. (d) ~~Notwithstanding~~ The Book-Entry Certificates (i) shall be delivered by the Certificate Registrar to the Depository, or pursuant to the Depository's instructions, and shall be registered in the name of Cede & Co., 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 Certificate Registrar for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other ~~provisions contained~~ 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), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. The Book-Entry Certificates may be deposited with such other Depository as the Certificate Registrar may from time to time designate, and shall bear such legend as may be appropriate. (e) 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 all or any portion of the Certificates evidenced by Book-Entry Certificates, the Trustee may in its sole discretion determine that such Certificates shall no longer be represented by such Book-Entry Certificates. In such event, the Trustee will execute and the Certificate Registrar will authenticate and deliver, in exchange for such Book-Entry Certificates, Definitive Certificates in a Denomination equal to the aggregate Denomination of such Book-Entry Certificates to the party so requesting such Definitive Certificates. In such event, the Trustee shall notify the affected Certificate Owners and make appropriate arrangements for the effectuation of the purpose of this clause. (f) Upon acceptance for exchange or transfer of a beneficial interest in a Book- Entry Certificate for a Definitive Certificate, as provided herein, ~~neither the Certificate Administrator nor~~ the Certificate Registrar shall ~~have any responsibility whatsoever~~ endorse on a schedule affixed to ~~monitor or restrict~~ the ~~Transfer of ownership interests in any~~ related Book-Entry Certificate (~~including but not limited~~ or on a continuation of such schedule affixed to such Book-Entry Certificate and made a part thereof) an appropriate notation evidencing the date of such exchange or transfer and a decrease in the Denomination of such Book- Entry Certificate equal to the Denomination of such Definitive Certificate issued in exchange therefor or upon transfer thereof. (g) If a Holder of a Definitive Certificate wishes at any ~~Non~~time to transfer such Certificate to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Book-~~Registered~~ Entry Certificate, such transfer may be effected only in accordance with this Section 5.03(g). Upon receipt by the Certificate Registrar at the Registrar Office of (i) ~~which interests are transferable through~~ the ~~book~~Definitive Certificate to be transferred with an assignment and transfer pursuant to Section 5.02(a), (ii) written instructions directing the Certificate Registrar to credit or cause to be credited to another account a beneficial interest in the related Book-~~entry facilities~~ Entry Certificate, in an amount equal to the Denomination of the ~~Depository~~Definitive Certificate to be so transferred, (iii) a written order containing information regarding the account to be credited with such beneficial interest, and (iv) a Transferee Certificate, the Certificate Registrar shall cancel such Definitive Certificate, the Trustee shall execute and the Certificate Registrar authenticate and deliver a new Definitive Certificate for the Denomination of the Definitive Certificate not so transferred, registered in the name of the Holder or the Holder's transferee (as instructed by the Holder), and the Certificate Registrar shall instruct the Depository or the custodian holding such Book-Entry Certificate on behalf of the Depository to increase the Denomination of the related Book-Entry Certificate by the Denomination of the Definitive Certificate to be so transferred, and to credit or cause to be credited to the account of the Person specified in such instructions a corresponding Denomination of such Book-Entry Certificate.

Appears in 1 contract

Samples: Trust and Servicing Agreement (Hospitality Properties Trust)

Book-Entry Certificates. (a) ~~The~~ Each Class of Certificates (other than the ~~Class R and Class V Certificates)~~ Residual Certificates shall initially be issued as one or more Certificates registered in the name of the Depository or its nominee and, except as provided in ~~Section 5.02(b~~subsection (c) ~~and Section 5.03(c)~~below, ~~a Transfer~~ transfer of such Certificates may not be registered by the Certificate Registrar unless such ~~Transfer~~ transfer is to a successor Depository that 162 agrees to hold such Certificates for the respective Certificate Owners with Ownership Interests therein. Such Certificate Owners shall hold and ~~Transfer~~ transfer their respective Ownership Interests in and to such Certificates through the book-entry facilities of the Depository and, except as provided in ~~Section 5.03(c~~subsection (c) ~~below,~~ below shall not be entitled to definitive, fully registered Certificates (“"Definitive Certificates”") in respect of such Ownership Interests. The ~~Classes~~ Trustee shall not have any responsibility to monitor or restrict the transfer of ~~Non~~Ownership Interests in any Book-Registered Certificates initially sold to Qualified Institutional Buyers in reliance on Rule 144A or in reliance on another exemption from the registration requirements of the Securities Act shall, in the case of each such Class, be represented by the Rule 144A Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. The Classes of Non-Registered Certificates initially sold to institutions that are non-United States Securities Persons in Offshore Transactions in reliance on Regulation S shall, in the case of each such Class, be represented by the Regulation S Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the DepositoryEntry Certificate. All ~~Transfers~~ transfers by Certificate Owners of their respective Ownership Interests in the Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing ~~each~~ such Certificate Owner. Each Depository Participant shall only transfer the Ownership Interests in the Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository’s 's normal procedures. (b) The ~~Certificate Administrator~~Trustee, the Master Servicer, the Special Servicer~~, the Trustee~~, the Depositor and the Certificate Registrar may for all purposes, including the making of payments due on the Book-Entry Certificates, deal with the Depository as the authorized representative of the Certificate Owners with respect to such Certificates for the purposes of exercising the rights of Certificateholders hereunder. ~~Except as expressly provided to the contrary herein, the~~ The rights of Certificate Owners with respect to the Book-Entry Certificates shall be limited to those established by law and agreements between such Certificate Owners and the Depository Participants and brokerage firms representing such Certificate Owners. Multiple requests and directions from, and votes of, the Depository as Holder of the Book-Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Certificate Owners. The ~~Certificate Administrator~~ Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and shall give notice to the Depository of such record date. (c) If (i)(A) the Depositor advises the ~~Certificate Administrator, the~~ Trustee and the Certificate Registrar in writing that the Depository is no longer willing or able to properly discharge its responsibilities with respect to ~~a Class of~~ the Book-Entry Certificates, and (B) the Depositor is unable to locate a qualified successor, or (ii) the Depositor at its option advises the ~~Trustee, the Certificate Administrator~~ Trustee and the Certificate Registrar in writing that it elects to terminate the book-entry system through the ~~Depository with respect to a Class of Book-Entry Certificates~~Depository, the ~~Certificate Registrar~~ Trustee shall notify all ~~affected~~ Certificate Owners, through the Depository, of the occurrence of any such event and of the availability of Definitive Certificates to ~~such~~ Certificate Owners requesting the same. Upon surrender to the Certificate Registrar of the Book-Entry Certificates ~~of any Class thereof~~ by the Depository, accompanied by registration instructions from the Depository for registration of ~~transfer~~transfer and any other documents necessary to satisfy the requirements of any applicable transfer restrictions, the ~~Certificate Registrar~~ Trustee shall execute, and the ~~Authenticating Agent~~ Certificate Registrar shall authenticate and deliver, the applicable Definitive Certificates ~~in respect of such Class~~ to the Certificate Owners identified in such instructions. None of the Depositor, the Master Servicer, the Special Servicer, the ~~Certificate Administrator~~Trustee, the ~~Trustee~~ Fiscal Agent or the Certificate Registrar shall be liable for any delay in delivery of such instructions, and each ~~of them~~ may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates for purposes of evidencing ownership of ~~any Class of~~ the Registered ~~Certificates~~Certificates held in book-entry form, the registered holders of such Definitive Certificates shall be recognized as Certificateholders hereunder and, accordingly, shall be entitled directly to receive payments on, to exercise Voting Rights with respect to, and to transfer and exchange such Definitive Certificates. (d) Notwithstanding any other provisions contained herein, neither the Certificate Administrator nor the Certificate Registrar shall have any responsibility whatsoever to monitor or restrict the Transfer of ownership interests in any Certificate (including but not limited to any Non-Registered Certificate) which interests are transferable through the book-entry facilities of the Depository.. 163

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Gmac Commercial Mortgage Securities Inc)

Book-Entry Certificates. (a) The Regular Certificates ~~(other than the Class R and Class V Certificates)~~ shall initially be issued as one or more Certificates registered in the name of the Depository or its nominee and, except as provided in ~~Section 5.02(b~~subsection (c) ~~and Section 5.03(c)~~below, ~~a Transfer~~ transfer of such Certificates may not be registered by the Certificate Registrar unless such ~~Transfer~~ transfer is to a successor Depository that agrees to hold such Certificates for the respective Certificate Owners with Ownership Interests therein. Such Certificate Owners shall hold and ~~Transfer~~ transfer their respective Ownership Interests in and to such Certificates through the book-entry facilities of the Depository and, except as provided in Section ~~5.03(c~~5.02(d) above or subsection (c) below, shall not be entitled to ~~definitive, fully registered~~ Definitive Certificates ~~(“Definitive Certificates”)~~ in respect of such Ownership Interests. The Classes of Non-Registered Certificates initially sold to Qualified Institutional Buyers in reliance on Rule 144A or in reliance on another exemption from the registration requirements of the Securities Act shall, in the case of each such Class, be represented by the Rule 144A Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. The Classes of Non-Registered Certificates initially sold to institutions that are non-United States Securities Persons in Offshore Transactions in reliance on Regulation S shall, in the case of each such Class, be represented by the Regulation S Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. All ~~Transfers~~ transfers by Certificate Owners of their respective Ownership Interests in the Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing ~~each~~ such Certificate Owner. Each Depository Participant shall only transfer the Ownership Interests in the Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository’s 's normal procedures. (b) The ~~Certificate Administrator~~Trustee, the ~~Master~~ Servicer, the Special Servicer, the ~~Trustee~~Paying Agent, the Depositor and the Certificate Registrar may for all purposes, including the making of payments due on the Book-Entry Certificates, deal with the Depository as the authorized representative of the Certificate Owners with respect to such Certificates for the purposes of exercising the rights of Certificateholders hereunder. ~~Except as expressly provided to the contrary herein, the~~ The rights of Certificate Owners with respect to the Book-Entry Certificates shall be limited to those established by law and agreements between such Certificate Owners and the Depository Participants and brokerage firms representing such Certificate Owners. Multiple requests and directions from, and votes of, the Depository as Holder of the Book-Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Certificate Owners. The ~~Certificate Administrator~~ Paying Agent may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and shall give notice to the Depository of such record date. (c) If (i)(A) the Depositor advises the ~~Certificate Administrator~~Trustee, the ~~Trustee~~ Paying Agent and the Certificate Registrar in writing that the Depository is no longer willing or able to properly discharge its responsibilities with respect to ~~a Class of~~ the Book-Entry ~~Certificates,~~ Certificates and (B) the Depositor is unable to locate a qualified successor, or (ii) the Depositor at its option advises the Trustee, the ~~Certificate Administrator~~ Paying Agent and the Certificate Registrar in writing that it elects to terminate the book-entry system through the ~~Depository with respect to a Class of Book-Entry Certificates~~Depository, the ~~Certificate Registrar~~ Paying Agent shall notify ~~all~~ the affected Certificate Owners, through the ~~Depository~~Depository with respect to all, any Class or any portion of any Class of the Certificates or (iii) the Certificate Registrar determines that Definitive Certificates are required in accordance with the provisions of Section 5.03(e), of the occurrence of any such event and of the availability of Definitive Certificates to ~~such~~ Certificate Owners requesting the same. Upon surrender to the Certificate Registrar of the Book-Entry Certificates by the Depository or any custodian acting on behalf of ~~any Class thereof by~~ the Depository, accompanied by registration instructions from the Depository for registration of transfer, the Certificate Registrar shall execute, and the Authenticating Agent shall authenticate and deliver, within 5 Business Days of such request if made at the Registrar Office, or within 10 Business Days if made at the office of a transfer agent (other than the Certificate Registrar), the Definitive Certificates ~~in respect of such Class~~ to the Certificate Owners identified in such instructions. None of the Depositor, the ~~Master~~ Paying Agent, the Servicer, the Trustee, the Special Servicer, the ~~Certificate Administrator, the Trustee or~~ Authenticating Agent and the Certificate Registrar shall be liable for any delay in delivery of such ~~instructions,~~ instructions and ~~each of them~~ may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates for purposes of evidencing ownership of any Class of ~~Registered~~ Certificates, the registered ~~holders~~ Holders of such Definitive Certificates shall be recognized as Certificateholders hereunder and, accordingly, shall be entitled directly to receive payments on, to exercise Voting Rights with respect to, and to transfer and exchange such Definitive Certificates. (d) ~~Notwithstanding any other provisions contained herein, neither~~ The Book-Entry Certificates (i) shall be delivered by the Certificate ~~Administrator nor~~ Registrar to the Depository, or pursuant to the Depository's instructions, and shall be registered in the name of Cede & Co. 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 Certificate Registrar for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other 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), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. The Book-Entry Certificates may be deposited with such other Depository as the Certificate Registrar may from time to time designate, and shall bear such legend as may be appropriate. (e) If the Trustee has instituted or if the Special Servicer or the Servicer, on the Trustee's behalf, 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 all or any portion of the Certificates evidenced by Book-Entry Certificates, the Trustee may in its sole discretion determine that such Certificates shall no longer be represented by such Book-Entry Certificates. In such event, the Certificate Registrar will execute, the Authenticating Agent will authenticate and the Certificate Registrar will deliver, in exchange for such Book-Entry Certificates, Definitive Certificates in a Denomination equal to the aggregate Denomination of such Book-Entry Certificates to the party so requesting such Definitive Certificates. In such event, the Certificate Registrar shall ~~have any responsibility whatsoever~~ notify the affected Certificate Owners and make appropriate arrangements for the effectuation of the purpose of this clause. (f) Upon acceptance for exchange or transfer of a beneficial interest in a Book-Entry Certificate for a Definitive Certificate, as provided herein, the Certificate Registrar shall endorse on a schedule affixed to ~~monitor or restrict~~ the ~~Transfer of ownership interests in any~~ related Book-Entry Certificate (~~including but not limited~~ or on a continuation of such schedule affixed to such Book-Entry Certificate and made a part thereof) an appropriate notation evidencing the date of such exchange or transfer and a decrease in the Denomination of such Book-Entry Certificate equal to the Denomination of such Definitive Certificate issued in exchange therefor or upon transfer thereof. (g) If a Holder of a Definitive Certificate wishes at any ~~Non~~time to transfer such Certificate to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Book-~~Registered~~ Entry Certificate, such transfer may be effected only in accordance with Applicable Procedures, Section 5.02(b) ~~which interests are transferable through~~ and this Section 5.03(g). Upon receipt by the ~~book-entry facilities~~ Certificate Registrar at the Registrar Office of (i) the Definitive Certificate to be transferred with an assignment and transfer pursuant to Section 5.02(a), and all required items pursuant to Section 5.02(b)(v), the Certificate Registrar shall cancel such Definitive Certificate, execute and deliver a new Definitive Certificate for the Denomination of the ~~Depository~~Definitive Certificate not so transferred, registered in the name of the Holder or the Holder's transferee (as instructed by the Holder), and the Certificate Registrar as custodian of the Book-Entry Certificates shall increase the Denomination of the related Book-Entry Certificate by the Denomination of the Definitive Certificate to be so transferred, and credit or cause to be credited to the account of the Person specified in such instructions a corresponding Denomination of such Book-Entry Certificate.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Jp Morgan Chase Comm Mort Pass THR Certs Ser 2003-Pm1)

Book-Entry Certificates. (a) ~~The~~ Each Class of Regular Certificates ~~(other than~~ and the Class ~~R and Class V Certificates)~~ A-2F Certificates shall initially be issued as one or more Certificates registered in the name of the Depository or its nominee and, except as provided in Section ~~5.02(b~~5.03(c) ~~and Section 5.03(c)~~below, ~~a Transfer~~ transfer of such Certificates may not be registered by the Certificate Registrar unless such ~~Transfer~~ transfer is to a successor Depository that agrees to hold such Certificates for the respective Certificate Owners with Ownership Interests therein. Such Certificate Owners shall hold and ~~Transfer~~ transfer their respective Ownership Interests in and to such Certificates through the book-entry facilities of the Depository and, except as provided in Section 5.03(c) below, shall not be entitled to definitive, fully registered Certificates (“"Definitive Certificates”") in respect of such Ownership Interests. The Classes of Non-Registered Certificates initially sold to Qualified Institutional Buyers in reliance on Rule 144A or in reliance on another exemption from the registration requirements of the Securities Act shall, in the case of each such Class, be represented by the Rule 144A Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. The Classes of Non-Registered Certificates initially sold to institutions that are non-United States Securities Persons in Offshore Transactions in reliance on Regulation S shall, in the case of each such Class, be represented by the Regulation S Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. All ~~Transfers~~ transfers by Certificate Owners of their respective Ownership Interests in the Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing each such Certificate Owner. Each Depository Participant shall only transfer the Ownership Interests in the Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository’s 's normal procedures. (b) The ~~Certificate Administrator~~Trustee, the Master Servicer, the Special Servicer~~, the Trustee~~, the Depositor and the Certificate Registrar may for all purposes, including the making of payments due on the Book-Entry Certificates, deal with the Depository as the authorized representative of the Certificate Owners with respect to such Certificates for the purposes of exercising the rights of Certificateholders hereunder. ~~Except as expressly provided to the contrary herein, the~~ The rights of Certificate Owners with respect to the Book-Entry Certificates shall be limited to those established by law and agreements between such Certificate Owners and the Depository Participants and brokerage firms representing such Certificate Owners. Multiple requests and directions from, and votes of, the Depository as Holder of the Book-Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Certificate Owners. The ~~Certificate Administrator~~ Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and shall give notice to the Depository of such record date. (c) If (i)(A) the Depositor advises ~~the Certificate Administrator,~~ the Trustee and the Certificate Registrar in writing that the Depository is no longer willing or able to properly discharge its responsibilities with respect to a Class of the Book-Entry Certificates, and (B) the Depositor is unable to locate a qualified successor, or (ii) the Depositor at its option advises the ~~Trustee, the Certificate Administrator~~ Trustee and the Certificate Registrar in writing that it elects to terminate the book-entry system through the Depository with respect to a Class of Book-Entry Certificates, the Certificate Registrar shall notify all affected Certificate Owners, through the Depository, of the occurrence of any such event and of the availability of Definitive Certificates to such Certificate Owners requesting the same. Upon surrender to the Certificate Registrar of the Book-Entry Certificates of any Class thereof by the Depository, accompanied by registration instructions from the Depository for registration of transfer, the Certificate Registrar shall execute, at the Depositor's expense, and the Authenticating Agent shall authenticate and deliver, the Definitive Certificates in respect of such Class to the Certificate Owners identified in such instructions. The Depositor shall provide the Certificate Registrar with an adequate inventory of Definitive Certificates. None of the Depositor, the Master Servicer, the Special Servicer~~, the Certificate Administrator~~, the Trustee or the Certificate Registrar shall be liable for any delay in delivery of such ~~instructions,~~ instructions and ~~each of them~~ may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates for purposes of evidencing ownership of any Class of Registered Certificates, the registered holders of such Definitive Certificates shall be recognized as Certificateholders hereunder and, accordingly, shall be entitled directly to receive payments on, to exercise Voting Rights with respect to, and to transfer and exchange such Definitive Certificates. (d) Notwithstanding any other provisions contained herein, neither the ~~Certificate Administrator~~ Trustee nor the Certificate Registrar shall have any responsibility whatsoever to monitor or restrict the ~~Transfer~~ transfer of ownership interests in any Certificate (including but not limited to any Non-Registered Certificate or any Subordinated Certificate) which interests are transferable through the book-entry facilities of the Depository.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (First Union Com Mor Sec Inc Com Mor Pass THR Cer Ser 2001-C1)

Book-Entry Certificates. (a) ~~The~~ Each Class of Certificates (other than the ~~Class R and Class V Certificates)~~ Residual Certificates shall initially be issued as one or more Certificates registered in the name of the Depository or its nominee and, except as provided in ~~Section 5.02(b~~subsection (c) ~~and Section 5.03(c)~~below, ~~a Transfer~~ transfer of such Certificates may not be registered by the Certificate Registrar unless such ~~Transfer~~ transfer is to a successor Depository that agrees to hold such Certificates for the respective Certificate Owners with Ownership Interests therein. Such Certificate Owners shall hold and ~~Transfer~~ transfer their respective Ownership Interests in and to such Certificates through the book-entry facilities of the Depository and, except as provided in ~~Section 5.03(c~~subsection (c) ~~below,~~ below shall not be entitled to definitive, fully registered Certificates (“"Definitive Certificates”") in respect of such Ownership Interests. The ~~Classes~~ Trustee shall not have any responsibility to monitor or restrict the transfer of ~~Non~~Ownership Interests in any Book-Registered Certificates initially sold to Qualified Institutional Buyers in reliance on Rule 144A or in reliance on another exemption from the registration requirements of the Securities Act shall, in the case of each such Class, be represented by the Rule 144A Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. The Classes of Non-Registered Certificates initially sold to institutions that are non-United States Securities Persons in Offshore Transactions in reliance on Regulation S shall, in the case of each such Class, be represented by the Regulation S Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the DepositoryEntry Certificate. All ~~Transfers~~ transfers by Certificate Owners of their respective Ownership Interests in the Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing ~~each~~ such Certificate Owner. Each Depository Participant shall only transfer the Ownership Interests in the Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository’s 's normal procedures. (b) The ~~Certificate Administrator~~Trustee, the Master Servicer, the Special Servicer~~, the Trustee~~, the Depositor and the Certificate Registrar may for all purposes, including the making of payments due on the Book-Entry Certificates, deal with the Depository as the authorized representative of the Certificate Owners with respect to such Certificates for the purposes of exercising the rights of Certificateholders hereunder. ~~Except as expressly provided to the contrary herein, the~~ The rights of Certificate Owners with respect to the Book-Entry Certificates shall be limited to those established by law and agreements between such Certificate Owners and the Depository Participants and brokerage firms representing such Certificate Owners. Multiple requests and directions from, and votes of, the Depository as Holder of the Book-Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Certificate Owners. The ~~Certificate Administrator~~ Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and shall give notice to the Depository of such record date. (c) If (i)(A) the Depositor advises the ~~Certificate Administrator, the~~ Trustee and the Certificate Registrar in writing that the Depository is no longer willing or able to properly discharge its responsibilities with respect to ~~a Class of~~ the Book-Entry Certificates, and (B) the Depositor is unable to locate a qualified successor, or (ii) the Depositor at its option advises the ~~Trustee, the Certificate Administrator~~ Trustee and the Certificate Registrar in writing that it elects to terminate the book-entry system through the ~~Depository with respect to a Class of Book-Entry Certificates~~Depository, the ~~Certificate Registrar~~ Trustee shall notify all ~~affected~~ Certificate Owners, through the Depository, of the occurrence of any such event and of the availability of Definitive Certificates to ~~such~~ Certificate Owners requesting the same. Upon surrender to the Certificate Registrar of the Book-Entry Certificates ~~of any Class thereof~~ by the Depository, accompanied by registration instructions from the Depository for registration of ~~transfer~~transfer and any other documents necessary to satisfy the requirements of any applicable transfer restrictions, the ~~Certificate Registrar~~ Trustee shall execute, and the ~~Authenticating Agent~~ Certificate Registrar shall authenticate and deliver, the applicable 226 Definitive Certificates ~~in respect of such Class~~ to the Certificate Owners identified in such instructions. None of the Depositor, the Master Servicer, the Special Servicer, the ~~Certificate Administrator~~Trustee, the ~~Trustee~~ Fiscal Agent or the Certificate Registrar shall be liable for any delay in delivery of such instructions, and each ~~of them~~ may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates for purposes of evidencing ownership of ~~any Class of~~ the Registered ~~Certificates~~Certificates held in book-entry form, the registered holders of such Definitive Certificates shall be recognized as Certificateholders hereunder and, accordingly, shall be entitled directly to receive payments on, to exercise Voting Rights with respect to, and to transfer and exchange such Definitive Certificates. (d) Notwithstanding any other provisions contained herein, neither the Certificate Administrator nor the Certificate Registrar shall have any responsibility whatsoever to monitor or restrict the Transfer of ownership interests in any Certificate (including but not limited to any Non-Registered Certificate) which interests are transferable through the book-entry facilities of the Depository.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Gmac Commercial Mortgage Securities Inc)

Book-Entry Certificates. (a) The Certificates (other than the Class R ~~and Class V~~ Certificates) shall initially be issued as one or more Certificates registered in the name of the Depository or its nominee and, except as provided in Section 5.02(b) and Section 5.03(c), a Transfer of such Certificates may not be registered by the Certificate Registrar unless such Transfer is to a successor Depository that agrees to hold such Certificates for the respective Certificate Owners with Ownership Interests therein. Such Certificate Owners shall hold and Transfer their respective Ownership Interests in and to such Certificates through the book-entry facilities of the Depository and, except as provided in Section 5.03(c) below, shall not be entitled to definitive, fully registered Certificates (“Definitive Certificates”) in respect of such Ownership Interests. The Classes of Non-Registered Certificates initially sold to Qualified Institutional Buyers in reliance on Rule 144A or in reliance on another exemption from the registration requirements of the Securities Act shall, in the case of each such Class, be represented by the Rule 144A Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. The Classes of Non-Registered Certificates initially sold to institutions that are non-United States Securities Persons in Offshore Transactions in reliance on Regulation S shall, in the case of each such Class, be represented by the Regulation S Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. All Transfers by Certificate Owners of their respective Ownership Interests in the Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing each such Certificate Owner. Each Depository Participant shall only transfer the Ownership Interests in the Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository’s normal procedures. (b) The Certificate Administrator, the Master Servicer, the Special Servicer, the Trustee, the Depositor and the Certificate Registrar may for all purposes, including the making of payments due on the Book-Entry Certificates, deal with the Depository as the authorized representative of the Certificate Owners with respect to such Certificates for the purposes of exercising the rights of Certificateholders hereunder. Except as expressly provided to the contrary herein, the rights of Certificate Owners with respect to the Book-Entry Certificates shall be limited to those established by law and agreements between such Certificate Owners and the Depository Participants and brokerage firms representing such Certificate Owners. Multiple requests and directions from, and votes of, the Depository as Holder of the Book-Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Certificate Owners. The Certificate Administrator may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and shall give notice to the Depository of such record date. (c) If (i)(A) the Depositor advises the Certificate Administrator, the Trustee and the Certificate Registrar in writing that the Depository is no longer willing or able to properly discharge its responsibilities with respect to a Class of the Book-Entry Certificates, and (B) the Depositor is unable to locate a qualified successor, or (ii) the Depositor at its option advises the Trustee, the Certificate Administrator and the Certificate Registrar in writing that it elects to terminate the book-entry system through the Depository with respect to a Class of Book-Entry Certificates, the Certificate Registrar shall notify all affected Certificate Owners, through the Depository, of the occurrence of any such event and of the availability of Definitive Certificates to such Certificate Owners requesting the same. Upon surrender to the Certificate Registrar of the Book-Entry Certificates of any Class thereof by the Depository, accompanied by registration instructions from the Depository for registration of transfer, the Certificate Registrar shall execute, and the Authenticating Agent shall authenticate and deliver, the Definitive Certificates in respect of such Class to the Certificate Owners identified in such instructions. None of the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee or the Certificate Registrar shall be liable for any delay in delivery of such instructions, and each of them may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates for purposes of evidencing ownership of any Class of Registered Certificates, the registered holders of such Definitive Certificates shall be recognized as Certificateholders hereunder and, accordingly, shall be entitled directly to receive payments on, to exercise Voting Rights with respect to, and to transfer and exchange such Definitive Certificates. (d) Notwithstanding any other provisions contained herein, neither the Certificate Administrator nor the Certificate Registrar shall have any responsibility whatsoever to monitor or restrict the Transfer of ownership interests in any Certificate (including but not limited to any Non-Registered Certificate) which interests are transferable through the book-entry facilities of the Depository.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2015-C27)

Book-Entry Certificates. (a) The Class ___ Certificates ~~(other than~~ shall, in the ~~Class R and Class V Certificates) shall~~ case of each such Class, initially be issued as one or more Book-Entry Certificates registered in the name of the Securities Depository or its ~~nominee~~ nominees and, except as provided in ~~Section 5.02(b~~subsection (c) ~~and Section 5.03(c)~~below, ~~a Transfer~~ transfer of such Certificates may not be registered by the Certificate Registrar unless such ~~Transfer~~ transfer is to a successor Securities Depository that agrees to hold such Certificates for the respective Certificate Owners with Ownership Interests therein. Such Certificate Owners shall hold and ~~Transfer~~ transfer their respective Ownership ~~Interests~~ Interest in and to such Certificates through the book-entry facilities of the Securities Depository and, except as provided in ~~Section 5.03(c~~subsection (c) below, shall not be entitled to definitive, fully registered Certificates (“"Definitive Certificates”") in respect of such Ownership Interests. The Classes of Non-Registered Certificates initially sold to Qualified Institutional Buyers in reliance on Rule 144A or in reliance on another exemption from the registration requirements of the Securities Act shall, in the case of each such Class, be represented by the Rule 144A Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. The Classes of Non-Registered Certificates initially sold to institutions that are non-United States Securities Persons in Offshore Transactions in reliance on Regulation S shall, in the case of each such Class, be represented by the Regulation S Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. All ~~Transfers~~ transfers by Certificate Owners of their respective Ownership Interests in the Book-Entry Certificates shall be made in accordance with the procedures established by the Securities Depository Participant or brokerage firm representing each such Certificate Owner. Each Securities Depository Participant shall only transfer the Ownership Interests in the ~~Book-~~Book- Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Securities Depository’s 's normal procedures. Neither the Certificate Registrar nor the Trustee shall have any responsibility to monitor or restrict the transfer of Ownership Interests in Book-Entry Certificates through the book-entry facilities of the Securities Depository. (b) The ~~Certificate Administrator~~Trustee, the ~~Master~~ Servicer, the Special Servicer, [the ~~Trustee, the Depositor~~ Fiscal Agent] and the Certificate Registrar may for all purposes, including the making of payments due on the ~~Book-~~Book- Entry Certificates, deal with the Securities Depository as the authorized representative of the Certificate Owners with respect to such Certificates for the purposes of exercising the rights of Certificateholders hereunder. ~~Except as expressly provided to the contrary herein, the~~ The rights of Certificate Owners with respect to the Book-Entry Certificates shall be limited to those established by law and agreements between such Certificate Owners and the Securities Depository Participants and brokerage firms representing such Certificate Owners. Multiple requests and directions from, and votes of, the Securities 117 Depository as Holder of the Book-Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Certificate Owners. The ~~Certificate Administrator~~ Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and shall give notice to the Securities Depository of such record date. (c) If (i)(A) the Depositor advises the ~~Certificate Administrator, the~~ Trustee and the Certificate Registrar in writing that the Securities Depository is no longer willing or able to properly discharge its responsibilities with respect to a any Class of the Book-Entry Certificates, and (B) the Depositor is unable to locate a qualified successor, or (ii) the Depositor at its option advises the ~~Trustee, the Certificate Administrator~~ Trustee and the Certificate Registrar in writing that it elects to terminate the book-entry system through the Securities Depository with respect to a any Class of the Book-Entry Certificates, the Certificate Registrar shall notify all affected Certificate Owners, through the Securities Depository, of the occurrence of any such event and of the availability of Definitive Certificates to such Certificate Owners requesting the same. Upon surrender to the Certificate Registrar of any Class of the Book-Entry Certificates ~~of any Class thereof~~ by the Securities Depository, accompanied by registration instructions from the Securities Depository for registration of transfer, the ~~Certificate Registrar~~ Trustee shall execute, and the ~~Authenticating Agent~~ Certificate Registrar shall authenticate and deliver, the Definitive Certificates ~~in respect of such Class~~ to the Certificate Owners identified in such instructions. None of the Depositor, the ~~Master~~ Servicer, the Special Servicer, the ~~Certificate Administrator~~Trustee, [the ~~Trustee~~ Fiscal Agent] or the Certificate Registrar shall be liable for any delay in delivery of such ~~instructions,~~ instructions and ~~each of them~~ may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates for purposes of evidencing ownership of any of the Class ~~of Registered~~ ___ Certificates, the registered holders of such Definitive Certificates shall be recognized as Certificateholders hereunder and, accordingly, shall be entitled directly to receive payments on, to exercise Voting Rights with respect to, and to transfer and exchange such Definitive Certificates. (d) Notwithstanding any other provisions contained herein, neither the Certificate Administrator nor the Certificate Registrar shall have any responsibility whatsoever to monitor or restrict the Transfer of ownership interests in any Certificate (including but not limited to any Non-Registered Certificate) which interests are transferable through the book-entry facilities of the Depository.]

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Commercial Mortgage Acceptance Corp)

Book-Entry Certificates. (a) ~~The~~ Each Class of Certificates (other than the ~~Class R and Class V Certificates)~~ Residual Certificates shall initially be issued as one or more Certificates registered in the name of the Depository or its nominee and, except as provided in ~~Section 5.02(b~~subsection (c) ~~and Section 5.03(c)~~below, ~~a Transfer~~ transfer of such Certificates may not be registered by the Certificate Registrar unless such ~~Transfer~~ transfer is to a successor Depository that agrees to hold such Certificates for the respective Certificate Owners with Ownership Interests therein. Such Certificate Owners shall hold and ~~Transfer~~ transfer their respective Ownership Interests in and to such Certificates through the book-entry facilities of the Depository and, except as provided in ~~Section 5.03(c~~subsection (c) ~~below,~~ below shall not be entitled to definitive, fully registered Certificates (“"Definitive Certificates”") in respect of such Ownership Interests. The ~~Classes~~ Trustee shall not have any responsibility to monitor or restrict the transfer of ~~Non~~Ownership Interests in any Book-Registered Certificates initially sold to Qualified Institutional Buyers in reliance on Rule 144A or in reliance on another exemption from the registration requirements of the Securities Act shall, in the case of each such Class, be represented by the Rule 144A Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. The Classes of Non-Registered Certificates initially sold to institutions that are non-United States Securities Persons in Offshore Transactions in reliance on Regulation S shall, in the case of each such Class, be represented by the Regulation S Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the DepositoryEntry Certificate. All ~~Transfers~~ transfers by Certificate Owners of their respective Ownership Interests in the Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing ~~each~~ such Certificate Owner. Each Depository Participant shall only transfer the Ownership Interests in the Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository’s 's normal procedures. (b) The ~~Certificate Administrator~~Trustee, the Master Servicer, the Special Servicer~~, the Trustee~~, the Depositor and the Certificate Registrar may for all purposes, including the making of payments due on the Book-Entry Certificates, deal with the Depository as the authorized representative of the Certificate Owners with respect to such Certificates for the purposes of exercising the rights of Certificateholders hereunder. ~~Except as expressly provided to the contrary herein, the~~ The rights of Certificate Owners with respect to the Book-Entry Certificates shall be limited to those established by law and agreements between such Certificate Owners and the Depository Participants and brokerage firms representing such Certificate Owners. Multiple requests and directions from, and votes of, the Depository as Holder of the Book-Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Certificate Owners. The ~~Certificate Administrator~~ Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and shall give notice to the Depository of such record date. (c) If (i)(A) the Depositor advises the ~~Certificate Administrator, the~~ Trustee and the Certificate Registrar in writing that the Depository is no longer willing or able to properly discharge its responsibilities with respect to ~~a Class of~~ the Book-Entry Certificates, and (B) the Depositor is unable to locate a qualified successor, or (ii) the Depositor at its option advises the ~~Trustee, the Certificate Administrator~~ Trustee and the Certificate Registrar in writing that it elects to terminate the book-entry system through the ~~Depository with respect to a Class of Book-Entry Certificates~~Depository, the ~~Certificate Registrar~~ Trustee shall notify all ~~affected~~ Certificate Owners, through the Depository, of the occurrence of any such event and of the availability of Definitive Certificates to ~~such~~ Certificate Owners requesting the same. Upon surrender to the Certificate Registrar of the Book-Entry Certificates ~~of any Class thereof~~ by the Depository, accompanied by registration instructions from the Depository for registration of ~~transfer~~transfer and any other documents necessary to satisfy the requirements of any applicable transfer restrictions, the ~~Certificate Registrar~~ Trustee shall execute, and the ~~Authenticating Agent~~ Certificate Registrar shall authenticate and deliver, the applicable Definitive Certificates ~~in respect of such Class~~ to the Certificate Owners identified in such instructions. None of the Depositor, the Master Servicer, the Special Servicer, the ~~Certificate Administrator, the~~ Trustee or the Certificate Registrar shall be liable for any delay in delivery of such instructions, and each ~~of them~~ may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates for purposes of evidencing ownership of ~~any Class of~~ the Registered ~~Certificates~~Certificates held in book-entry form, the registered holders of such Definitive Certificates shall be recognized as Certificateholders hereunder and, accordingly, shall be entitled directly to receive payments on, to exercise Voting Rights with respect to, and to transfer and exchange such Definitive Certificates. (d) Notwithstanding any other provisions contained herein, neither the Certificate Administrator nor the Certificate Registrar shall have any responsibility whatsoever to monitor or restrict the Transfer of ownership interests in any Certificate (including but not limited to any Non-Registered Certificate) which interests are transferable through the book-entry facilities of the Depository.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Gmac Commercial Mortgage Securities Inc)

Book-Entry Certificates. (a) ~~The~~ Each Class of Regular Interest Certificates ~~(other than the Class R and Class V Certificates)~~ shall initially be issued as one or more Certificates registered in the name of the Depository or its nominee and, except as provided in Section ~~5.02(b~~5.03(c) and in the fifth paragraph of Section ~~5.03(c~~5.02(b), a Transfer of such Certificates may not be registered by the Certificate Registrar unless such Transfer is to a successor Depository that agrees to hold such Certificates for the respective Certificate Owners with Ownership Interests therein. Such Certificate Owners shall hold and Transfer their respective Ownership Interests in and to such Certificates through the book-entry facilities of the Depository and, except as provided in Section 5.03(c) ~~below~~and in the fifth paragraph of Section 5.02(b), shall not be entitled to definitive, fully registered Certificates (“"Definitive Certificates”") in respect of such Ownership Interests. The ~~Classes of Non~~Class X-~~Registered~~ CL, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class P, Class Q and Class S Certificates initially sold to Qualified Institutional Buyers in reliance on Rule 144A or in reliance on another exemption from the registration requirements of the Securities Act shall, in the case of each such Class, be represented by the Rule 144A Global Certificate for such Class, which shall be deposited with the ~~Certificate Administrator~~ Trustee as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. The ~~Classes of Non~~Class X-~~Registered~~ CL, Class F, Class G, Class H, Class J, Class K, Class L, Class M, Class N, Class P, Class Q and Class S Certificates initially sold ~~to institutions that are non-United States Securities Persons~~ in ~~Offshore Transactions~~ offshore transactions in reliance on Regulation S shall, in the case of each such Class, be represented by the Regulation S Global Certificate for such Class, which shall be deposited with the ~~Certificate Administrator~~ Trustee as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. All Transfers by Certificate Owners of their respective Ownership Interests in the Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing each such Certificate Owner. Each Depository Participant shall only transfer the Ownership Interests in the Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository’s 's normal procedures. Each Certificate Owner is deemed, by virtue of its acquisition of an Ownership Interest in the applicable Class of Book-Entry Certificates, to agree to comply with the transfer requirements provided for in Section 5.02. (b) The ~~Certificate Administrator~~Trustee, the Master Servicer, the Special Servicer~~, the Trustee~~, the Depositor and the Certificate Registrar may for all purposes, including the making of payments due on the Book-Entry Certificates, deal with the Depository as the authorized representative of the Certificate Owners with respect to such Certificates for the purposes of exercising the rights of Certificateholders hereunder. ~~Except as expressly provided to the contrary herein, the~~ The rights of Certificate Owners with respect to the Book-Entry Certificates shall be limited to those established by law and agreements between such Certificate Owners and the Depository Participants and brokerage firms representing such Certificate Owners. Multiple requests and directions from, and votes of, the Depository as Holder of the Book-Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Certificate Owners. The ~~Certificate Administrator~~ Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and shall give notice to the Depository of such record date. (c) If (i)(A) the Depositor advises ~~the Certificate Administrator,~~ the Trustee and the Certificate Registrar in writing that the Depository is no longer willing or able to properly discharge its responsibilities with respect to a Class of the Book-Entry Certificates, and (B) the Depositor is unable to locate a qualified successor, or (ii) the Depositor at notifies the Depository of its ~~option advises the Trustee, the Certificate Administrator and the Certificate Registrar in writing that it elects~~ intent to terminate the book-entry system through the Depository with respect to a Class of Book-Entry ~~Certificates~~Certificates and (in the event applicable law and/or the Depository's procedures require that the Depository Participants holding Ownership Interests in such Class of Book-Entry Certificates submit a withdrawal request to the Depository in order to so terminate the book-entry system) the Depositor additionally notifies those Depository Participants and those Depository Participants submit a withdrawal request with respect to such termination, then the Certificate Registrar shall notify all affected Certificate Owners, through the Depository, of the occurrence of any such event and of the availability of Definitive Certificates to such Certificate Owners requesting the same. Upon surrender to the Certificate Registrar of the Book-Entry Certificates of any Class thereof by the Depository, accompanied by registration instructions from the Depository for registration of transfer, the Certificate Registrar shall execute, and the Authenticating Agent shall authenticate and deliver, the Definitive Certificates in respect of such Class to the Certificate Owners identified in such instructions. None of the Depositor, the Master Servicer, the Special Servicer, the ~~Certificate Administrator, the~~ Trustee or the Certificate Registrar shall be liable for any delay in delivery of such instructions, and each of them may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates for purposes of evidencing ownership of any Class of Registered Certificates, the registered holders of such Definitive Certificates shall be recognized as Certificateholders hereunder and, accordingly, shall be entitled directly to receive payments on, to exercise Voting Rights with respect to, and to transfer and exchange such Definitive Certificates. (d) Notwithstanding any other provisions contained herein, neither the ~~Certificate Administrator~~ Trustee nor the Certificate Registrar shall have any responsibility whatsoever to monitor or restrict the Transfer of ownership interests in any Certificate (including but not limited to any Non-Registered Certificate or any Subordinate Certificate) which interests are transferable through the book-entry facilities of the Depository.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (LB-UBS Commercial Mortgage Trust 2005-C1)

Book-Entry Certificates. (a) ~~The~~ Each Class of Certificates (other than the ~~Class R and Class V Certificates)~~ Residual Certificates shall initially be issued as one or more Certificates registered in the name of the Depository or its nominee and, except as provided in ~~Section 5.02(b~~subsection (c) ~~and Section 5.03(c)~~below, ~~a Transfer~~ transfer of such Certificates may not be registered by the Certificate Registrar unless such ~~Transfer~~ transfer is to a successor Depository that agrees to hold such Certificates for the respective Certificate Owners with Ownership Interests therein. Such Certificate Owners shall hold and ~~Transfer~~ transfer their respective Ownership Interests in and to such Certificates through the book-entry facilities of the Depository and, except as provided in ~~Section 5.03(c~~subsection (c) ~~below,~~ below shall not be entitled to definitive, fully registered Certificates (“"Definitive Certificates”") in respect of such Ownership Interests. The ~~Classes~~ Trustee shall not have any responsibility to monitor or restrict the transfer of ~~Non~~Ownership Interests in any Book-Registered Certificates initially sold to Qualified Institutional Buyers in reliance on Rule 144A or in reliance on another exemption from the registration requirements of the Securities Act shall, in the case of each such Class, be represented by the Rule 144A Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. The Classes of Non-Registered Certificates initially sold to institutions that are non-United States Securities Persons in Offshore Transactions in reliance on Regulation S shall, in the case of each such Class, be represented by the Regulation S Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the DepositoryEntry Certificate. All ~~Transfers~~ transfers by Certificate Owners of their respective Ownership Interests in the Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing ~~each~~ such Certificate Owner. Each Depository Participant shall only transfer the Ownership Interests in the Book-Entry Certificates of 257 Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository’s 's normal procedures. (b) The ~~Certificate Administrator~~Trustee, the Master Servicer, the Special Servicer~~, the Trustee~~, the Depositor and the Certificate Registrar may for all purposes, including the making of payments due on the Book-Entry Certificates, deal with the Depository as the authorized representative of the Certificate Owners with respect to such Certificates for the purposes of exercising the rights of Certificateholders hereunder. ~~Except as expressly provided to the contrary herein, the~~ The rights of Certificate Owners with respect to the Book-Entry Certificates shall be limited to those established by law and agreements between such Certificate Owners and the Depository Participants and brokerage firms representing such Certificate Owners. Multiple requests and directions from, and votes of, the Depository as Holder of the Book-Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Certificate Owners. The ~~Certificate Administrator~~ Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and shall give notice to the Depository of such record date. (c) If (i)(A) the Depositor advises the ~~Certificate Administrator, the~~ Trustee and the Certificate Registrar in writing that the Depository is no longer willing or able to properly discharge its responsibilities with respect to ~~a Class of~~ the Book-Entry Certificates, and (B) the Depositor is unable to locate a qualified successor, or (ii) the Depositor at its option advises the ~~Trustee, the Certificate Administrator~~ Trustee and the Certificate Registrar in writing that it elects to terminate the book-entry system through the ~~Depository with respect to a Class of Book-Entry Certificates~~Depository, the ~~Certificate Registrar~~ Trustee shall notify all ~~affected~~ Certificate Owners, through the Depository, of the occurrence of any such event and of the availability of Definitive Certificates to ~~such~~ Certificate Owners requesting the same. Upon surrender to the Certificate Registrar of the Book-Entry Certificates ~~of any Class thereof~~ by the Depository, accompanied by registration instructions from the Depository for registration of ~~transfer~~transfer and any other documents necessary to satisfy the requirements of any applicable transfer restrictions, the ~~Certificate Registrar~~ Trustee shall execute, and the ~~Authenticating Agent~~ Certificate Registrar shall authenticate and deliver, the applicable Definitive Certificates ~~in respect of such Class~~ to the Certificate Owners identified in such instructions. None of the Depositor, the Master Servicer, the Special Servicer, the ~~Certificate Administrator, the~~ Trustee or the Certificate Registrar shall be liable for any delay in delivery of such instructions, and each ~~of them~~ may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates for purposes of evidencing ownership of ~~any Class of~~ the Registered ~~Certificates~~Certificates held in book-entry form, the registered holders of such Definitive Certificates shall be recognized as Certificateholders hereunder and, accordingly, shall be entitled directly to receive payments on, to exercise Voting Rights with respect to, and to transfer and exchange such Definitive Certificates. (d) Notwithstanding any other provisions contained herein, neither the Certificate Administrator nor the Certificate Registrar shall have any responsibility whatsoever to monitor or restrict the Transfer of ownership interests in any Certificate (including but not limited to any Non-Registered Certificate) which interests are transferable through the book-entry facilities of the Depository.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (GMAC Commercial Mortgage Securities Inc. Series 2004-C2)

Book-Entry Certificates. (a) ~~The~~ Each Class of Regular Certificates (other than ~~the Class R and Class V Certificates~~any portion of which is represented by a definitive certificate if permitted hereunder) shall initially be issued as one or more Certificates registered in the name of the Depository or its nominee and, except as provided in Section ~~5.02(b~~5.03(c) ~~and Section 5.03(c)~~below, ~~a Transfer~~ transfer of such Certificates may not be registered by the Certificate Registrar unless such ~~Transfer~~ transfer is to a successor Depository that agrees to hold such Certificates for the respective Certificate Owners with Ownership Interests therein. Such Certificate Owners shall hold and ~~Transfer~~ transfer their respective Ownership Interests in and to such Certificates through the book-entry facilities of the Depository and, except as provided in Section 5.03(c) below, shall not be entitled to definitive, fully registered Certificates (“Definitive Certificates”) in respect of such Ownership Interests. The Classes of Non-Registered Certificates initially sold to Qualified Institutional Buyers in reliance on Rule 144A or in reliance on another exemption from the registration requirements of the Securities Act shall, in the case of each such Class, be represented by the Rule 144A Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. The Classes of Non-Registered Certificates initially sold to institutions that are non-United States Securities Persons in Offshore Transactions in reliance on Regulation S shall, in the case of each such Class, be represented by the Regulation S Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. All ~~Transfers~~ transfers by Certificate Owners of their respective Ownership Interests in the Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing each such Certificate Owner. Each Depository Participant shall only transfer the Ownership Interests in the Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository’s normal procedures. (b) The ~~Certificate Administrator~~Trustee, the Master Servicer, the Special Servicer~~, the Trustee~~, the Depositor and the Certificate Registrar may for all purposes, including the making of payments due on the Book-Entry Certificates, deal with the Depository as the authorized representative of the Certificate Owners with respect to such Certificates for the purposes of exercising the rights of Certificateholders hereunder. ~~Except as expressly provided to the contrary herein, the~~ The rights of Certificate Owners with respect to the Book-Entry Certificates shall be limited to those established by law and agreements between such Certificate Owners and the Depository Participants and brokerage firms representing such Certificate Owners. Multiple requests and directions from, and votes of, the Depository as Holder of the Book-Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Certificate Owners. The ~~Certificate Administrator~~ Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and shall give notice to the Depository of such record date. (c) If (i)(A) the Depositor advises ~~the Certificate Administrator,~~ the Trustee and the Certificate Registrar in writing that the Depository is no longer willing or able to properly discharge its responsibilities with respect to a Class of the Book-Entry Certificates, and (B) the Depositor is unable to locate a qualified successor, or (ii) the Depositor at its option advises the ~~Trustee, the Certificate Administrator~~ Trustee and the Certificate Registrar in writing that it elects to terminate the book-entry system through the Depository with respect to a Class of Book-Entry Certificates, the Certificate Registrar shall notify all affected Certificate Owners, through the Depository, of the occurrence of any such event and of the availability of Definitive Certificates to such Certificate ~~Owners~~ Owners, requesting the same. Upon surrender to the Certificate Registrar of the Book-Entry Certificates of any Class thereof by the Depository, accompanied by registration instructions from the Depository for registration of transfer, the Certificate Registrar shall execute, at the Depositor’s expense, and the Authenticating Agent shall authenticate and deliver, the Definitive ~~Certificates~~ Certificates, in respect of such Class to the Certificate Owners identified in such instructions. Upon surrender to the Certificate Registrar of the Definitive Certificate of any Class thereof by the Depository, accompanied by registration instructions from the Certificate Owner for registration of transfer, the Certificate Registrar shall execute, at the Depositor’s expense, and the Authenticating Agent shall authenticate and deliver, the Book-Entry Certificates in respect of such Class to the Depository identified in such instructions. The Depositor shall provide the Certificate Registrar with an adequate inventory of Definitive Certificates. None of the Depositor, the Master Servicer, the Special Servicer~~, the Certificate Administrator~~, the Trustee or the Certificate Registrar shall be liable for any delay in delivery of such ~~instructions,~~ instructions and ~~each of them~~ may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates for purposes of evidencing ownership of any Class of Registered Certificates, the registered holders of such Definitive Certificates shall be recognized as Certificateholders hereunder and, accordingly, shall be entitled directly to receive payments on, to exercise Voting Rights with respect to, and to transfer and exchange such Definitive Certificates. (d) Notwithstanding any other provisions contained herein, neither the ~~Certificate Administrator~~ Trustee nor the Certificate Registrar shall have any responsibility whatsoever to monitor or restrict the ~~Transfer~~ transfer of ownership interests in any Certificate (~~including~~ including, but not limited to to, any Non-Registered Certificate, any Subordinated Certificate and any Class Z Certificate) which interests are transferable through the book-entry facilities of the Depository.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Wachovia Bank Commercial Mortgage Trust Series 2007-C34)

Book-Entry Certificates. (a) The Regular Certificates ~~(other than the Class R and Class V Certificates)~~ shall initially be issued as one or more Certificates registered in the name of the Depository or its nominee and, except as provided in ~~Section 5.02(b~~subsection (c) ~~and Section 5.03(c)~~below, ~~a Transfer~~ transfer of such Certificates may not be registered by the Certificate Registrar unless such ~~Transfer~~ transfer is to a successor Depository that agrees to hold such Certificates for the respective Certificate Owners with Ownership Interests therein. Such Certificate Owners shall hold and ~~Transfer~~ transfer their respective Ownership Interests in and to such Certificates through the book-entry facilities of the Depository and, except as provided in Section ~~5.03(c~~5.02(d) above or subsection (c) below, shall not be entitled to ~~definitive, fully registered~~ Definitive Certificates ~~(“Definitive Certificates”)~~ in respect of such Ownership Interests. The Classes of Non-Registered Certificates initially sold to Qualified Institutional Buyers in reliance on Rule 144A or in reliance on another exemption from the registration requirements of the Securities Act shall, in the case of each such Class, be represented by the Rule 144A Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. The Classes of Non-Registered Certificates initially sold to institutions that are non-United States Securities Persons in Offshore Transactions in reliance on Regulation S shall, in the case of each such Class, be represented by the Regulation S Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. All ~~Transfers~~ transfers by Certificate Owners of their respective Ownership Interests in the Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing ~~each~~ such Certificate Owner. Each Depository Participant shall only transfer the Ownership Interests in the Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository’s 's normal procedures. (b) The ~~Certificate Administrator~~Trustee, the Paying Agent, the Master ~~Servicer~~Servicers, the Special Servicer~~, the Trustee~~, the Depositor and the Certificate Registrar may for all purposes, including the making of payments due on the Book-Entry Certificates, deal with the Depository as the authorized representative of the Certificate Owners with respect to such Certificates for the purposes of exercising the rights of Certificateholders hereunder. ~~Except as expressly provided to the contrary herein, the~~ The rights of Certificate Owners with respect to the Book-Entry Certificates shall be limited to those established by law and agreements between such Certificate Owners and the Depository Participants and brokerage firms representing such Certificate Owners. Multiple requests and directions from, and votes of, the Depository as Holder of the Book-Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Certificate Owners. The ~~Certificate Administrator~~ Paying Agent may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and shall give notice to the Depository of such record date. (c) If (i)(A) the Depositor advises the ~~Certificate Administrator~~Trustee, the ~~Trustee~~ Paying Agent and the Certificate Registrar in writing that the Depository is no longer willing or able to properly discharge its responsibilities with respect to ~~a Class of~~ the Book-Entry ~~Certificates,~~ Certificates and (B) the Depositor is unable to locate a qualified successor, or (ii) the Depositor at its option advises the Trustee, the ~~Certificate Administrator~~ Paying Agent and the Certificate Registrar in writing that it elects to terminate the book-entry system through the ~~Depository with respect to a Class of Book-Entry Certificates~~Depository, the ~~Certificate Registrar~~ Paying Agent shall notify ~~all~~ the affected Certificate Owners, through the ~~Depository~~Depository with respect to all, any Class or any portion of any Class of the Certificates or (iii) the Certificate Registrar determines that Definitive Certificates are required in accordance with the provisions of Section 5.03(e), of the occurrence of any such event and of the availability of Definitive Certificates to ~~such~~ Certificate Owners requesting the same. Upon surrender to the Certificate Registrar of the Book-Entry Certificates by the Depository or any custodian acting on behalf of ~~any Class thereof by~~ the Depository, accompanied by registration instructions from the Depository for registration of transfer, the Certificate Registrar shall execute, and the Authenticating Agent shall authenticate and deliver, within 5 Business Days of such request if made at the Registrar Office, or within 10 Business Days if made at the office of a transfer agent (other than the Certificate Registrar), the Definitive Certificates ~~in respect of such Class~~ to the Certificate Owners identified in such instructions. None of the Depositor, the Master ~~Servicer~~Servicers, the Trustee, the Paying Agent, the Special Servicer, the ~~Certificate Administrator, the Trustee or~~ Authenticating Agent and the Certificate Registrar shall be liable for any delay in delivery of such ~~instructions,~~ instructions and ~~each of them~~ may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates for purposes of evidencing ownership of any Class of ~~Registered~~ Certificates, the registered ~~holders~~ Holders of such Definitive Certificates shall be recognized as Certificateholders hereunder and, accordingly, shall be entitled directly to receive payments on, to exercise Voting Rights with respect to, and to transfer and exchange such Definitive Certificates. (d) ~~Notwithstanding any other provisions contained herein, neither~~ The Book-Entry Certificates (i) shall be delivered by the Certificate ~~Administrator nor~~ Registrar to the Depository, or pursuant to the Depository's instructions, and shall be registered in the name of Cede & Co. 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 Certificate Registrar for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other 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), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. The Book-Entry Certificates may be deposited with such other Depository as the Certificate Registrar may from time to time designate, and shall bear such legend as may be appropriate. (e) If the Trustee has instituted or if the Special Servicer, the Master Servicers or the Paying Agent, on the Trustee's behalf, 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 all or any portion of the Certificates evidenced by Book-Entry Certificates, the Trustee may in its sole discretion determine that such Certificates shall no longer be represented by such Book-Entry Certificates. In such event, the Certificate Registrar will execute, the Authenticating Agent will authenticate and the Certificate Registrar will deliver, in exchange for such Book-Entry Certificates, Definitive Certificates in a Denomination equal to the aggregate Denomination of such Book-Entry Certificates to the party so requesting such Definitive Certificates. In such event, the Certificate Registrar shall ~~have any responsibility whatsoever~~ notify the affected Certificate Owners and make appropriate arrangements for the effectuation of the purpose of this clause. (f) Upon acceptance for exchange or transfer of a beneficial interest in a Book-Entry Certificate for a Definitive Certificate, as provided herein, the Certificate Registrar shall endorse on a schedule affixed to ~~monitor or restrict~~ the ~~Transfer of ownership interests in any~~ related Book-Entry Certificate (~~including but not limited~~ or on a continuation of such schedule affixed to ~~any Non~~such Book-~~Registered~~ Entry Certificate and made a part thereof) an appropriate notation evidencing the date of such exchange or transfer and a decrease in the Denomination of such Book-Entry Certificate equal to the Denomination of such Definitive Certificate issued in exchange therefor or upon transfer thereof. (g) If a Holder of a Definitive Certificate (other than a Definitive Certificate that is a Class S Certificate) ~~which interests are transferable through~~ wishes at any time to transfer such Certificate to a Person who wishes to take delivery thereof in the ~~book~~form of a beneficial interest in the Book-~~entry facilities~~ Entry Certificate, such transfer may be effected only in accordance with Applicable Procedures, Section 5.02(b) and this Section 5.03(g). Upon receipt by the Certificate Registrar at the Registrar Office of (i) the Definitive Certificate to be transferred with an assignment and transfer pursuant to Section 5.02(a), and all required items pursuant to Section 5.02(b)(v), the Certificate Registrar shall cancel such Definitive Certificate, execute and deliver a new Definitive Certificate for the Denomination of the ~~Depository~~Definitive Certificate not so transferred, registered in the name of the Holder or the Holder's transferee (as instructed by the Holder), and the Certificate Registrar as custodian of the Book-Entry Certificates shall increase the Denomination of the related Book-Entry Certificate by the Denomination of the Definitive Certificate to be so transferred, and credit or cause to be credited to the account of the Person specified in such instructions a corresponding Denomination of such Book-Entry Certificate.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2006-Ldp7)

Book-Entry Certificates. (a) ~~The~~ Each Class of Sequential Pay Certificates ~~(other than the Class R~~ and Class ~~V Certificates)~~ X Certificates shall initially be issued as one or more Certificates registered in the name of the Depository or its nominee and, except as provided in Section ~~5.02(b~~5.03(c) ~~and Section 5.03(c)~~below, ~~a Transfer~~ transfer of such Certificates may not be registered by the Certificate Registrar unless such ~~Transfer~~ transfer is to a successor Depository that agrees to hold such Certificates for the respective Certificate Owners with Ownership Interests therein. Such Certificate Owners shall hold and ~~Transfer~~ transfer their respective Ownership Interests in and to such Certificates through the book-entry facilities of the Depository and, except as provided in Section 5.03(c) below, shall not be entitled to definitive, fully registered Certificates (“"Definitive Certificates”") in respect of such Ownership Interests. The Classes of Non-Registered Certificates initially sold to Qualified Institutional Buyers in reliance on Rule 144A or in reliance on another exemption from the registration requirements of the Securities Act shall, in the case of each such Class, be represented by the Rule 144A Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. The Classes of Non-Registered Certificates initially sold to institutions that are non-United States Securities Persons in Offshore Transactions in reliance on Regulation S shall, in the case of each such Class, be represented by the Regulation S Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. All ~~Transfers~~ transfers by Certificate Owners of their respective Ownership Interests in the Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing each such Certificate Owner. Each Depository Participant shall only transfer the Ownership Interests in the Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository’s 's normal procedures. (b) The ~~Certificate Administrator~~Trustee, the Master Servicer, the Special Servicer~~, the Trustee~~, the Depositor and the Certificate Registrar may for all purposes, including the making of payments due on the Book-Entry Certificates, deal with the Depository as the authorized representative of the Certificate Owners with respect to such Certificates for the purposes of exercising the rights of Certificateholders hereunder. ~~Except as expressly provided to the contrary herein, the~~ The rights of Certificate Owners with respect to the Book-Entry Certificates shall be limited to those established by law and agreements between such Certificate Owners and the Depository Participants and brokerage firms representing such Certificate Owners. Multiple requests and directions from, and votes of, the Depository as Holder of the Book-Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Certificate Owners. The ~~Certificate Administrator~~ Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and shall give notice to the Depository of such record date. (c) If (i)(A) the Depositor advises ~~the Certificate Administrator,~~ the Trustee and the Certificate Registrar in writing that the Depository is no longer willing or able to properly discharge its responsibilities with respect to a Class of the Book-Entry Certificates, and (B) the Depositor is unable to locate a qualified successor, or (ii) the Depositor at its option advises the ~~Trustee, the Certificate Administrator~~ Trustee and the Certificate Registrar in writing that it elects to terminate the book-entry system through the Depository with respect to a Class of Book-Entry Certificates, the Certificate Registrar shall notify all affected Certificate Owners, through the Depository, of the occurrence of any such event and of the availability of Definitive Certificates to such Certificate Owners requesting the same. Upon surrender to the Certificate Registrar of the Book-Entry Certificates of any Class thereof by the Depository, accompanied by registration instructions from the Depository for registration of transfer, the Certificate Registrar shall execute, at the Depositor's expense, and the Authenticating Agent shall authenticate and deliver, the Definitive Certificates in respect of such Class to the Certificate Owners identified in such instructions. The Depositor shall provide the Certificate Registrar with an adequate inventory of Definitive Certificates. None of the Depositor, the Master Servicer, the Special Servicer~~, the Certificate Administrator~~, the Trustee or the Certificate Registrar shall be liable for any delay in delivery of such ~~instructions,~~ instructions and ~~each of them~~ may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates for purposes of evidencing ownership of any Class of Registered Certificates, the registered holders of such Definitive Certificates shall be recognized as Certificateholders hereunder and, accordingly, shall be entitled directly to receive payments on, to exercise Voting Rights with respect to, and to transfer and exchange such Definitive Certificates. (d) Notwithstanding any other provisions contained herein, neither the Certificate Administrator nor the Certificate Registrar shall have any responsibility whatsoever to monitor or restrict the Transfer of ownership interests in any Certificate (including but not limited to any Non-Registered Certificate) which interests are transferable through the book-entry facilities of the Depository.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Commercial Mortgage Pass THR Cert Ser 1998-C2)

Book-Entry Certificates. (a) ~~The~~ Each Class of Certificates (other than the ~~Class R and Class V Certificates)~~ Residual Certificates shall initially be issued as one or more Certificates registered in the name of the Depository or its nominee and, except as provided in ~~Section 5.02(b~~subsection (c) ~~and Section 5.03(c)~~below, ~~a Transfer~~ transfer of such Certificates may not be registered by the Certificate Registrar unless such ~~Transfer~~ transfer is to a successor Depository that agrees to hold such Certificates for the respective Certificate Owners with Ownership Interests therein. Such Certificate Owners shall hold and ~~Transfer~~ transfer their respective Ownership Interests in and to such Certificates through the book-entry facilities of the Depository and, except as provided in ~~Section 5.03(c~~subsection (c) ~~below,~~ below shall not be entitled to definitive, fully registered Certificates (“"Definitive Certificates”") in respect of such Ownership Interests. The ~~Classes~~ Trustee shall not have any responsibility to monitor or restrict the transfer of ~~Non~~Ownership Interests in any Book-Registered Certificates initially sold to Qualified Institutional Buyers in reliance on Rule 144A or in reliance on another exemption from the registration requirements of the Securities Act shall, in the case of each such Class, be represented by the Rule 144A Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. The Classes of Non-Registered Certificates initially sold to institutions that are non-United States Securities Persons in Offshore Transactions in reliance on Regulation S shall, in the case of each such Class, be represented by the Regulation S Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the DepositoryEntry Certificate. All ~~Transfers~~ transfers by Certificate Owners of their respective Ownership Interests in the Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing ~~each~~ such Certificate Owner. Each Depository Participant shall only transfer the Ownership Interests in the Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository’s 's normal procedures. (b) The ~~Certificate Administrator~~Trustee, the Master Servicer, the Special Servicer~~, the Trustee~~, the Depositor and the Certificate Registrar may for all purposes, including the making of payments due on the Book-Entry Certificates, deal with the Depository as the authorized representative of the Certificate Owners with respect to such Certificates for the purposes of exercising the rights of Certificateholders hereunder. ~~Except as expressly provided to the contrary herein, the~~ The rights of Certificate Owners with respect to the Book-Entry Certificates shall be limited to those established by law and agreements between such Certificate Owners and the Depository Participants and brokerage firms representing such Certificate Owners. Multiple requests and directions from, and votes of, the Depository as Holder of the Book-Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Certificate Owners. The ~~Certificate Administrator~~ Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and shall give notice to the Depository of such record date. (c) If (i)(A) the Depositor advises the ~~Certificate Administrator, the~~ Trustee and the Certificate Registrar in writing that the Depository is no longer willing or able to properly discharge its responsibilities 235 with respect to ~~a Class of~~ the Book-Entry Certificates, and (B) the Depositor is unable to locate a qualified successor, or (ii) the Depositor at its option advises the ~~Trustee, the Certificate Administrator~~ Trustee and the Certificate Registrar in writing that it elects to terminate the book-entry system through the ~~Depository with respect to a Class of Book-Entry Certificates~~Depository, the ~~Certificate Registrar~~ Trustee shall notify all ~~affected~~ Certificate Owners, through the Depository, of the occurrence of any such event and of the availability of Definitive Certificates to ~~such~~ Certificate Owners requesting the same. Upon surrender to the Certificate Registrar of the Book-Entry Certificates ~~of any Class thereof~~ by the Depository, accompanied by registration instructions from the Depository for registration of ~~transfer~~transfer and any other documents necessary to satisfy the requirements of any applicable transfer restrictions, the ~~Certificate Registrar~~ Trustee shall execute, and the ~~Authenticating Agent~~ Certificate Registrar shall authenticate and deliver, the applicable Definitive Certificates ~~in respect of such Class~~ to the Certificate Owners identified in such instructions. None of the Depositor, the Master Servicer, the Special Servicer, the ~~Certificate Administrator, the~~ Trustee or the Certificate Registrar shall be liable for any delay in delivery of such instructions, and each ~~of them~~ may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates for purposes of evidencing ownership of ~~any Class of~~ the Registered ~~Certificates~~Certificates held in book-entry form, the registered holders of such Definitive Certificates shall be recognized as Certificateholders hereunder and, accordingly, shall be entitled directly to receive payments on, to exercise Voting Rights with respect to, and to transfer and exchange such Definitive Certificates. (d) Notwithstanding any other provisions contained herein, neither the Certificate Administrator nor the Certificate Registrar shall have any responsibility whatsoever to monitor or restrict the Transfer of ownership interests in any Certificate (including but not limited to any Non-Registered Certificate) which interests are transferable through the book-entry facilities of the Depository.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Gmac Commercial Mortgage Securities Inc)

Book-Entry Certificates. (a) ~~The~~ Each Class of Certificates (other than the ~~Class R and Class V Certificates)~~ Residual Certificates shall initially be issued as one or more Certificates registered in the name of the Depository or its nominee and, except as provided in ~~Section 5.02(b~~subsection (c) ~~and Section 5.03(c)~~below, ~~a Transfer~~ transfer of such Certificates may not be 277 registered by the Certificate Registrar unless such ~~Transfer~~ transfer is to a successor Depository that agrees to hold such Certificates for the respective Certificate Owners with Ownership Interests therein. Such Certificate Owners shall hold and ~~Transfer~~ transfer their respective Ownership Interests in and to such Certificates through the ~~book~~Book-~~entry~~ Entry facilities of the Depository and, except as provided in ~~Section 5.03(c~~subsection (c) ~~below,~~ below shall not be entitled to definitive, fully registered Certificates (“"Definitive Certificates”") in respect of such Ownership Interests. The ~~Classes~~ Trustee shall not have any responsibility to monitor or restrict the transfer of ~~Non~~Ownership Interests in any Book-Registered Certificates initially sold to Qualified Institutional Buyers in reliance on Rule 144A or in reliance on another exemption from the registration requirements of the Securities Act shall, in the case of each such Class, be represented by the Rule 144A Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. The Classes of Non-Registered Certificates initially sold to institutions that are non-United States Securities Persons in Offshore Transactions in reliance on Regulation S shall, in the case of each such Class, be represented by the Regulation S Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the DepositoryEntry Certificate. All ~~Transfers~~ transfers by Certificate Owners of their respective Ownership Interests in the Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing ~~each~~ such Certificate Owner. Each Depository Participant shall only transfer the Ownership Interests in the Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository’s 's normal procedures. (b) The ~~Certificate Administrator~~Trustee, the Master Servicer, the Special Servicer~~, the Trustee~~, the Depositor and the Certificate Registrar may for all purposes, including the making of payments due on the Book-Entry Certificates, deal with the Depository as the authorized representative of the Certificate Owners with respect to such Certificates for the purposes of exercising the rights of Certificateholders hereunder. ~~Except as expressly provided to the contrary herein, the~~ The rights of Certificate Owners with respect to the Book-Entry Certificates shall be limited to those established by law and agreements between such Certificate Owners and the Depository Participants and brokerage firms representing such Certificate Owners. Multiple requests and directions from, and votes of, the Depository as Holder of the Book-Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Certificate Owners. The ~~Certificate Administrator~~ Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and shall give notice to the Depository of such record date. (c) If (i)(A) the Depositor advises the ~~Certificate Administrator, the~~ Trustee and the Certificate Registrar in writing that the Depository is no longer willing or able to properly discharge its responsibilities with respect to ~~a Class of~~ the Book-Entry Certificates, and (B) the Depositor is unable to locate a qualified successor, or (ii) the Depositor at its option advises the ~~Trustee, the Certificate Administrator~~ Trustee and the Certificate Registrar in writing that it elects to terminate the ~~book~~Book-~~entry~~ Entry system through the ~~Depository with respect to a Class of Book-Entry Certificates~~Depository, the ~~Certificate Registrar~~ Trustee shall notify all ~~affected~~ Certificate Owners, through the Depository, of the occurrence of any such event and of the availability of Definitive Certificates to ~~such~~ Certificate Owners requesting the same. Upon surrender to the Certificate Registrar of the Book-Entry Certificates ~~of any Class thereof~~ by the Depository, accompanied by registration instructions from the Depository for registration of ~~transfer~~transfer and any other documents necessary to satisfy the requirements of any applicable transfer restrictions, the ~~Certificate Registrar~~ Trustee shall execute, and the ~~Authenticating Agent~~ Certificate Registrar shall authenticate and deliver, the applicable Definitive Certificates ~~in respect of such Class~~ to the Certificate Owners identified in such instructions. None of the Depositor, the Master Servicer, the Special Servicer, the ~~Certificate Administrator, the~~ Trustee or the Certificate Registrar shall be liable for any delay in delivery of such instructions, and each ~~of them~~ may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates for purposes of evidencing ownership of ~~any Class of~~ the Registered ~~Certificates~~Certificates held in Book-Entry form, the registered holders of such Definitive Certificates shall be recognized as Certificateholders hereunder and, accordingly, shall be entitled directly to receive payments on, to exercise Voting Rights with respect to, and to transfer and exchange such Definitive Certificates. (d) Notwithstanding any other provisions contained herein, neither the Certificate Administrator nor the Certificate Registrar shall have any responsibility whatsoever to monitor or restrict the Transfer of ownership interests in any Certificate (including but not limited to any Non-Registered Certificate) which interests are transferable through the book-entry facilities of the Depository.. 278

Appears in 1 contract

Samples: Pooling and Servicing Agreement (GMAC Commercial Mortgage Securities, Inc. Series 2006-C1 Trust)

Book-Entry Certificates. (a) The ~~Certificates (other than~~ Class A-1 Certificates, the Class R A-2 Certificates, the Class B Certificates, the Class C Certificates, the Class D Certificates and the Class ~~V Certificates) shall~~ E Certificates shall, in the case of each such Class, initially be issued as one or more Book-Entry Certificates registered in the name of the Securities Depository or its ~~nominee~~ nominees and, except as provided in ~~Section 5.02(b~~subsection (c) ~~and Section 5.03(c)~~below, ~~a Transfer~~ transfer of such Certificates may not be registered by the Certificate Registrar unless such ~~Transfer~~ transfer is to a successor Securities Depository that agrees to hold such Certificates for the respective Certificate Owners with Ownership Interests therein. Such Certificate Owners shall hold and ~~Transfer~~ transfer their respective Ownership ~~Interests~~ Interest in and to such Certificates through the book-entry facilities of the Securities Depository and, except as provided in ~~Section 5.03(c~~subsection (c) below, shall not be entitled to definitive, fully registered Certificates (“"Definitive Certificates”") in respect of such Ownership Interests. The Classes of Non-Registered Certificates initially sold to Qualified Institutional Buyers in reliance on Rule 144A or in reliance on another exemption from the registration requirements of the Securities Act shall, in the case of each such Class, be represented by the Rule 144A Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. The Classes of Non-Registered Certificates initially sold to institutions that are non-United States Securities Persons in Offshore Transactions in reliance on Regulation S shall, in the case of each such Class, be represented by the Regulation S Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. All ~~Transfers~~ transfers by Certificate Owners of their respective Ownership Interests in the Book-Entry Certificates shall be made in accordance with the procedures established by the Securities Depository Participant or brokerage firm representing each such Certificate Owner. Each Securities Depository Participant shall only transfer the Ownership Interests in the Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Securities Depository’s 's normal procedures. Neither the Certificate Registrar nor the Trustee shall have any responsibility to monitor or restrict the transfer of Ownership Interests in Book-Entry Certificates through the book-entry facilities of the Securities Depository. (b) The ~~Certificate Administrator~~Trustee, the ~~Master~~ Servicer, the Special Servicer, the ~~Trustee, the Depositor~~ Fiscal Agent and the Certificate Registrar may for all purposes, including the making of payments due on the ~~Book-~~Book- Entry Certificates, deal with the Securities Depository as the authorized representative of the Certificate Owners with respect to such Certificates for the purposes of exercising the rights of Certificateholders hereunder. ~~Except as expressly provided to the contrary herein, the~~ The rights of Certificate Owners with respect to the Book-Entry Certificates shall be limited to those established by law and agreements between such Certificate Owners and the Securities Depository Participants and brokerage firms representing such Certificate Owners. Multiple requests and directions from, and votes of, the Securities Depository as Holder of the Book-Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Certificate Owners. The ~~Certificate Administrator~~ Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and shall give notice to the Securities Depository of such record date. (c) If (i)(A) the Depositor advises the ~~Certificate Administrator, the~~ Trustee and the Certificate Registrar in writing that the Securities Depository is no longer willing or able to properly discharge its 125 responsibilities with respect to a any Class of the Book-Entry Certificates, and (B) the Depositor is unable to locate a qualified successor, or (ii) the Depositor at its option advises the ~~Trustee, the Certificate Administrator~~ Trustee and the Certificate Registrar in writing that it elects to terminate the book-entry system through the Securities Depository with respect to a any Class of the Book-Entry Certificates, the Certificate Registrar shall notify all affected Certificate Owners, through the Securities Depository, of the occurrence of any such event and of the availability of Definitive Certificates to such Certificate Owners requesting the same. Upon surrender to the Certificate Registrar of any Class of the Book-Entry Certificates ~~of any Class thereof~~ by the Securities Depository, accompanied by registration instructions from the Securities Depository for registration of transfer, the ~~Certificate Registrar~~ Trustee shall execute, and the ~~Authenticating Agent~~ Certificate Registrar shall authenticate and deliver, the Definitive Certificates ~~in respect of such Class~~ to the Certificate Owners identified in such instructions. None of the Depositor, the ~~Master~~ Servicer, the Special Servicer, the ~~Certificate Administrator~~Trustee, the ~~Trustee~~ Fiscal Agent or the Certificate Registrar shall be liable for any delay in delivery of such ~~instructions,~~ instructions and ~~each of them~~ may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates for purposes of evidencing ownership of any of the Class ~~of Registered~~ A-1 Certificates, the Class A-2 Certificates, the Class B Certificates, the Class C Certificates, the Class D Certificates and the Class E Certificates, the registered holders of such Definitive Certificates shall be recognized as Certificateholders hereunder and, accordingly, shall be entitled directly to receive payments on, to exercise Voting Rights with respect to, and to transfer and exchange such Definitive Certificates. (d) Notwithstanding any other provisions contained herein, neither the Certificate Administrator nor the Certificate Registrar shall have any responsibility whatsoever to monitor or restrict the Transfer of ownership interests in any Certificate (including but not limited to any Non-Registered Certificate) which interests are transferable through the book-entry facilities of the Depository.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Midland Realty Accept Corp Com Mort Pass THR Cert Se 1996 C2)

Book-Entry Certificates. (a) The Regular Certificates ~~(other than the Class R and Class V Certificates)~~ shall initially be issued as one or more Certificates registered in the name of the Depository or its nominee and, except as provided in ~~Section 5.02(b~~subsection (c) ~~and Section 5.03(c)~~below, ~~a Transfer~~ transfer of such Certificates may not be registered by the Certificate Registrar unless such ~~Transfer~~ transfer is to a successor Depository that agrees to hold such Certificates for the respective Certificate Owners with Ownership Interests therein. Such Certificate Owners shall hold and ~~Transfer~~ transfer their respective Ownership Interests in and to such Certificates through the book-entry facilities of the Depository and, except as provided in Section ~~5.03(c~~5.02(e) above or subsection (c) below, shall not be entitled to ~~definitive, fully registered~~ Definitive Certificates ~~(“Definitive Certificates”)~~ in respect of such Ownership Interests. The Classes of Non-Registered Certificates initially sold to Qualified Institutional Buyers in reliance on Rule 144A or in reliance on another exemption from the registration requirements of the Securities Act shall, in the case of each such Class, be represented by the Rule 144A Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. The Classes of Non-Registered Certificates initially sold to institutions that are non-United States Securities Persons in Offshore Transactions in reliance on Regulation S shall, in the case of each such Class, be represented by the Regulation S Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. All ~~Transfers~~ transfers by Certificate Owners of their respective Ownership Interests in the Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing ~~each~~ such Certificate Owner. Each Depository Participant shall only transfer the Ownership Interests in the Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository’s 's normal procedures. (b) The ~~Certificate Administrator~~Trustee, the ~~Master~~ Servicer, the Special Servicer, the ~~Trustee~~Paying Agent, the Depositor and the Certificate Registrar may for all purposes, including the making of payments due on the Book-Entry Certificates, deal with the Depository as the authorized representative of the Certificate Owners with respect to such Certificates for the purposes of exercising the rights of Certificateholders hereunder. ~~Except as expressly provided to the contrary herein, the~~ The rights of Certificate Owners with respect to the Book-Entry Certificates shall be limited to those established by law and agreements between such Certificate Owners and the Depository Participants and brokerage firms representing such Certificate Owners. Multiple requests and directions from, and votes of, the Depository as Holder of the Book-Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Certificate Owners. The ~~Certificate Administrator~~ Paying Agent may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and shall give notice to the Depository of such record date. (c) If (i)(A) the Depositor advises the ~~Certificate Administrator~~Trustee, the ~~Trustee~~ Paying Agent and the Certificate Registrar in writing that the Depository is no longer willing or able to properly discharge its responsibilities with respect to ~~a Class of~~ the Book-Entry ~~Certificates,~~ Certificates and (B) the Depositor is unable to locate a qualified successor, or (ii) the Depositor at its option advises the Trustee, the ~~Certificate Administrator~~ Paying Agent and the Certificate Registrar in writing that it elects to terminate the book-entry system through the ~~Depository with respect to a Class of Book-Entry Certificates~~Depository, the ~~Certificate Registrar~~ Paying Agent shall notify ~~all~~ the affected Certificate Owners, through the ~~Depository~~Depository with respect to all, any Class or any portion of any Class of the Certificates or (iii) the Trustee determines that Definitive Certificates are required in accordance with the provisions of Section 5.03(e), of the occurrence of any such event and of the availability of Definitive Certificates to ~~such~~ Certificate Owners requesting the same. Upon surrender to the Certificate Registrar of the Book-Entry Certificates by the Depository or any custodian acting on behalf of ~~any Class thereof by~~ the Depository, accompanied by registration instructions from the Depository for registration of transfer, the Certificate Registrar shall execute, and the Authenticating Agent shall authenticate and deliver, within 5 Business Days of such request if made at the Registrar Office, or within 10 Business Days if made at the office of a transfer agent (other than the Certificate Registrar), the Definitive Certificates ~~in respect of such Class~~ to the Certificate Owners identified in such instructions. None of the Depositor, the ~~Master~~ Paying Agent, the Servicer, the Trustee, the Special Servicer, the ~~Certificate Administrator, the Trustee or~~ Authenticating Agent and the Certificate Registrar shall be liable for any delay in delivery of such ~~instructions,~~ instructions and ~~each of them~~ may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates for purposes of evidencing ownership of any Class of ~~Registered~~ Certificates, the registered ~~holders~~ Holders of such Definitive Certificates shall be recognized as Certificateholders hereunder and, accordingly, shall be entitled directly to receive payments on, to exercise Voting Rights with respect to, and to transfer and exchange such Definitive Certificates. (d) ~~Notwithstanding any other provisions contained herein, neither~~ The Book-Entry Certificates (i) shall be delivered by the Certificate ~~Administrator nor~~ Registrar to the Depository, or pursuant to the Depository's instructions, and shall be registered in the name of Cede & Co. 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 Certificate Registrar for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other 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), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. The Book-Entry Certificates may be deposited with such other Depository as the Certificate Registrar may from time to time designate, and shall bear such legend as may be appropriate. (e) If the Trustee has instituted or if the Special Servicer or the Servicer, on the Trustee's behalf, 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 all or any portion of the Certificates evidenced by Book-Entry Certificates, the Trustee may in its sole discretion determine that such Certificates shall no longer be represented by such Book-Entry Certificates. In such event, the Certificate Registrar will execute, the Authenticating Agent will authenticate and the Certificate Registrar will deliver, in exchange for such Book-Entry Certificates, Definitive Certificates in a Denomination equal to the aggregate Denomination of such Book-Entry Certificates to the party so requesting such Definitive Certificates; provided, that a Regulation S Book-Entry Certificate may only be exchanged for a Definitive Certificate (i) after the Release Date and (ii) upon delivery of a certificate to the Certificate Registrar to the effect that the person assigning the interest in such Certificate is a not a U.S. person and that such person acquired the Certificates outside the United States or is a U.S. person who purchased the certificates in a transaction that did not require registration under the Securities Act. In such event, the Certificate Registrar shall ~~have any responsibility whatsoever~~ notify the affected Certificate Owners and make appropriate arrangements for the effectuation of the purpose of this clause. (f) Upon acceptance for exchange or transfer of a beneficial interest in a Book-Entry Certificate for a Definitive Certificate, as provided herein, the Certificate Registrar shall endorse on a schedule affixed to ~~monitor or restrict~~ the ~~Transfer of ownership interests in any~~ related Book-Entry Certificate (~~including but not limited~~ or on a continuation of such schedule affixed to such Book-Entry Certificate and made a part thereof) an appropriate notation evidencing the date of such exchange or transfer and a decrease in the Denomination of such Book-Entry Certificate equal to the Denomination of such Definitive Certificate issued in exchange therefor or upon transfer thereof. (g) If a Holder of a Definitive Certificate wishes at any ~~Non~~time to transfer such Certificate to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Book-~~Registered~~ Entry Certificate, such transfer may be effected only in accordance with Applicable Procedures, Section 5.02(b) ~~which interests are transferable through~~ and this Section 5.03(g). Upon receipt by the ~~book-entry facilities~~ Certificate Registrar at the Registrar Office of (i) the Definitive Certificate to be transferred with an assignment and transfer pursuant to Section 5.02(a) and all required items pursuant to Section 5.02(b)(v), the Certificate Registrar shall cancel such Definitive Certificate, execute and deliver a new Definitive Certificate for the Denomination of the ~~Depository~~Definitive Certificate not so transferred, registered in the name of the Holder or the Holder's transferee (as instructed by the Holder), and the Certificate Registrar, as custodian of the Book-Entry Certificates shall increase the Denomination of the related Book-Entry Certificate by the Denomination of the Definitive Certificate to be so transferred, and credit or cause to be credited to the account of the Person specified in such instructions a corresponding Denomination of such Book-Entry Certificate.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Jp Morgan Chase Commercial Mortgage Securities Corp)

Book-Entry Certificates. (a) ~~The~~ Each Class of Regular Certificates and the Class A-5FL Certificates (in each case, other than ~~the Class R and Class V Certificates~~any portion of which is represented by a definitive certificate) shall initially be issued as one or more Certificates registered in the name of the Depository or its nominee and, except as provided in Section ~~5.02(b~~5.03(c) ~~and Section 5.03(c)~~below, ~~a Transfer~~ transfer of such Certificates may not be registered by the Certificate Registrar unless such ~~Transfer~~ transfer is to a successor Depository that agrees to hold such Certificates for the respective Certificate Owners with Ownership Interests therein. Such Certificate Owners shall hold and ~~Transfer~~ transfer their respective Ownership Interests in and to such Certificates through the book-entry facilities of the Depository and, except as provided in Section 5.03(c) below, shall not be entitled to definitive, fully registered Certificates (“Definitive Certificates”) in respect of such Ownership Interests. The Classes of Non-Registered Certificates initially sold to Qualified Institutional Buyers in reliance on Rule 144A or in reliance on another exemption from the registration requirements of the Securities Act shall, in the case of each such Class, be represented by the Rule 144A Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. The Classes of Non-Registered Certificates initially sold to institutions that are non-United States Securities Persons in Offshore Transactions in reliance on Regulation S shall, in the case of each such Class, be represented by the Regulation S Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. All ~~Transfers~~ transfers by Certificate Owners of their respective Ownership Interests in the Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing each such Certificate Owner. Each Depository Participant shall only transfer the Ownership Interests in the Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository’s normal procedures. (b) The ~~Certificate Administrator~~Trustee, the Master Servicer, the Special Servicer~~, the Trustee~~, the Depositor and the Certificate Registrar may for all purposes, including the making of payments due on the Book-Entry Certificates, deal with the Depository as the authorized representative of the Certificate Owners with respect to such Certificates for the purposes of exercising the rights of Certificateholders hereunder. ~~Except as expressly provided to the contrary herein, the~~ The rights of Certificate Owners with respect to the Book-Entry Certificates shall be limited to those established by law and agreements between such Certificate Owners and the Depository Participants and brokerage firms representing such Certificate Owners. Multiple requests and directions from, and votes of, the Depository as Holder of the Book-Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Certificate Owners. The Certificate Administrator may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and shall give notice to the Depository of such record date. (c) If (i)(A) the Depositor advises the Certificate Administrator, the Trustee and the Certificate Registrar in writing that the Depository is no longer willing or able to properly discharge its responsibilities with respect to a Class of the Book-Entry Certificates, and (B) the Depositor is unable to locate a qualified successor, or (ii) the Depositor at its option advises the Trustee, the Certificate Administrator and the Certificate Registrar in writing that it elects to terminate the book-entry system through the Depository with respect to a Class of Book-Entry Certificates, the Certificate Registrar shall notify all affected Certificate Owners, through the Depository, of the occurrence of any such event and of the availability of Definitive Certificates to such Certificate Owners requesting the same. Upon surrender to the Certificate Registrar of the Book-Entry Certificates of any Class thereof by the Depository, accompanied by registration instructions from the Depository for registration of transfer, the Certificate Registrar shall execute, and the Authenticating Agent shall authenticate and deliver, the Definitive Certificates in respect of such Class to the Certificate Owners identified in such instructions. None of the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee or the Certificate Registrar shall be liable for any delay in delivery of such instructions, and each of them may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates for purposes of evidencing ownership of any Class of Registered Certificates, the registered holders of such Definitive Certificates shall be recognized as Certificateholders hereunder and, accordingly, shall be entitled directly to receive payments on, to exercise Voting Rights with respect to, and to transfer and exchange such Definitive Certificates. (d) Notwithstanding any other provisions contained herein, neither the Certificate Administrator nor the Certificate Registrar shall have any responsibility whatsoever to monitor or restrict the Transfer of ownership interests in any Certificate (including but not limited to any Non-Registered Certificate~~) which interests are transferable through the book-entry facilities of the Depository.~~

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Wachovia Bank Commercial Mortgage Trust Series 2007-C31)

Book-Entry Certificates. (a) ~~The~~ Each Class of Regular Certificates ~~(other than the Class R and Class V Certificates)~~ shall initially be issued as one or more Certificates registered in the name of the Depository or its nominee and, except as provided in Section ~~5.02(b~~5.03(c) ~~and Section 5.03(c)~~below, ~~a Transfer~~ transfer of such Certificates may not be registered by the Certificate Registrar unless such ~~Transfer~~ transfer is to a successor Depository that agrees to hold such Certificates for the respective Certificate Owners with Ownership Interests therein. Such Certificate Owners shall hold and ~~Transfer~~ transfer their respective Ownership Interests in and to such Certificates through the book-entry facilities of the Depository and, except as provided in Section 5.03(c) below, shall not be entitled to definitive, fully registered Certificates (“"Definitive Certificates”") in respect of such Ownership Interests. The Classes of Non-Registered Certificates initially sold to Qualified Institutional Buyers in reliance on Rule 144A or in reliance on another exemption from the registration requirements of the Securities Act shall, in the case of each such Class, be represented by the Rule 144A Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. The Classes of Non-Registered Certificates initially sold to institutions that are non-United States Securities Persons in Offshore Transactions in reliance on Regulation S shall, in the case of each such Class, be represented by the Regulation S Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. All ~~Transfers~~ transfers by Certificate Owners of their respective Ownership Interests in the Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing each such Certificate Owner. Each Depository Participant shall only transfer the Ownership Interests in the Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository’s 's normal procedures. (b) The ~~Certificate Administrator~~Trustee, the Master Servicer, the Special Servicer~~, the Trustee~~, the Depositor and the Certificate Registrar may for all purposes, including the making of payments due on the Book-Entry Certificates, deal with the Depository as the authorized representative of the Certificate Owners with respect to such Certificates for the purposes of exercising the rights of Certificateholders hereunder. ~~Except as expressly provided to the contrary herein, the~~ The rights of Certificate Owners with respect to the Book-Entry Certificates shall be limited to those established by law and agreements between such Certificate Owners and the Depository Participants and brokerage firms representing such Certificate Owners. Multiple requests and directions from, and votes of, the Depository as Holder of the Book-Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Certificate Owners. The ~~Certificate Administrator~~ Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and shall give notice to the Depository of such record date. (c) If (i)(A) the Depositor advises ~~the Certificate Administrator,~~ the Trustee and the Certificate Registrar in writing that the Depository is no longer willing or able to properly discharge its responsibilities with respect to a Class of the Book-Entry Certificates, and (B) the Depositor is unable to locate a qualified successor, or (ii) the Depositor at its option advises the ~~Trustee, the Certificate Administrator~~ Trustee and the Certificate Registrar in writing that it elects to terminate the book-entry system through the Depository with respect to a Class of Book-Entry Certificates, the Certificate Registrar shall notify all affected Certificate Owners, through the Depository, of the occurrence of any such event and of the availability of Definitive Certificates to such Certificate Owners requesting the same. Upon surrender to the Certificate Registrar of the Book-Entry Certificates of any Class thereof by the Depository, accompanied by registration instructions from the Depository for registration of transfer, the Certificate Registrar shall execute, at the Depositor's expense, and the Authenticating Agent shall authenticate and deliver, the Definitive Certificates in respect of such Class to the Certificate Owners identified in such instructions. The Depositor shall provide the Certificate Registrar with an adequate inventory of Definitive Certificates. None of the Depositor, the Master Servicer, the Special Servicer~~, the Certificate Administrator~~, the Trustee or the Certificate Registrar shall be liable for any delay in delivery of such ~~instructions,~~ instructions and ~~each of them~~ may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates for purposes of evidencing ownership of any Class of Registered Certificates, the registered holders of such Definitive Certificates shall be recognized as Certificateholders hereunder and, accordingly, shall be entitled directly to receive payments on, to exercise Voting Rights with respect to, and to transfer and exchange such Definitive Certificates. (d) Notwithstanding any other provisions contained herein, neither the ~~Certificate Administrator~~ Trustee nor the Certificate Registrar shall have any responsibility whatsoever to monitor or restrict the ~~Transfer~~ transfer of ownership interests in any Certificate (~~including~~ including, but not limited to to, any Non-Registered Certificate, any Subordinated Certificate, any Class EH Certificate, any Class TO Certificate and any Class Z Certificate) which interests are transferable through the book-entry facilities of the Depository.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Wachovia Bank Commercial Mortgage Trust Series 2005-C16)

Book-Entry Certificates. 152 (a) ~~The~~ Each Class of Registered Certificates ~~(other than~~ and the ~~Class R and Class V Certificates)~~ Private Book-Entry Certificates shall initially be issued as one or more Certificates registered in the name of the Depository or its nominee and, except as provided in ~~Section 5.02(b~~subsection (c) ~~and Section 5.03(c)~~below, ~~a Transfer~~ transfer of such Certificates may not be registered by the Certificate Registrar unless such ~~Transfer~~ transfer is to a successor Depository that agrees to hold such Certificates for the respective Certificate Owners with Ownership Interests therein. Such Certificate Owners shall hold and ~~Transfer~~ transfer their respective Ownership Interests in and to such Certificates through the book-entry facilities of the Depository and, except as provided in subsection (c) below (and, with respect to the Private Book-Entry Certificates, except as provided in Section ~~5.03(c) below~~5.02(b)(ii)), shall not be entitled to definitive, fully registered Certificates (“"Definitive Certificates”") in respect of such Ownership Interests. The ~~Classes~~ Trustee shall not have any responsibility to monitor or restrict the transfer of ~~Non~~Ownership Interests in any Book-Registered Certificates initially sold to Qualified Institutional Buyers in reliance on Rule 144A or in reliance on another exemption from the registration requirements of the Securities Act shall, in the case of each such Class, be represented by the Rule 144A Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. The Classes of Non-Registered Certificates initially sold to institutions that are non-United States Securities Persons in Offshore Transactions in reliance on Regulation S shall, in the case of each such Class, be represented by the Regulation S Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the DepositoryEntry Certificate. All ~~Transfers~~ transfers by Certificate Owners of their respective Ownership Interests in the Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing ~~each~~ such Certificate Owner. Each Depository Participant shall only transfer the Ownership Interests in the Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository’s 's normal procedures. (b) The ~~Certificate Administrator~~Trustee, the Master Servicer, the Special Servicer~~, the Trustee~~, the Depositor and the Certificate Registrar may for all purposes, including the making of payments due on the Book-Entry Certificates, deal with the Depository as the authorized representative of the Certificate Owners with respect to such Certificates for the purposes of exercising the rights of Certificateholders hereunder. ~~Except as expressly provided to the contrary herein, the~~ The rights of Certificate Owners with respect to the Book-Entry Certificates shall be limited to those established by law and agreements between such Certificate Owners and the Depository Participants and brokerage firms representing such Certificate Owners. Multiple requests and directions from, and votes of, the Depository as Holder of the Book-Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Certificate Owners. The ~~Certificate Administrator~~ Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and shall give notice to the Depository of such record date. (c) If (i)(A) the Depositor advises the ~~Certificate Administrator, the~~ Trustee and the Certificate Registrar in writing that the Depository is no longer willing or able to properly discharge its responsibilities with respect to ~~a Class of~~ the Book-Entry Certificates, and (B) the Depositor is unable to locate a qualified successor, or (ii) the Depositor at its option advises the ~~Trustee, the Certificate Administrator~~ Trustee and the Certificate Registrar in writing that it elects to terminate the book-entry system through the ~~Depository with respect to a Class of Book-Entry Certificates~~Depository, the ~~Certificate Registrar~~ Trustee shall notify all ~~affected~~ Certificate Owners, through the Depository, of the occurrence of any such event and of the availability of Definitive Certificates to ~~such~~ Certificate Owners requesting the same. Upon surrender to the Certificate Registrar of the Book-Entry Certificates ~~of any Class thereof~~ by the Depository, accompanied by registration instructions from the Depository for registration of ~~transfer~~transfer and any other documents necessary to satisfy the requirements of any applicable transfer restrictions, the ~~Certificate Registrar~~ Trustee shall execute, and the ~~Authenticating Agent~~ Certificate Registrar shall authenticate and deliver, the applicable Definitive Certificates ~~in respect of such Class~~ to the Certificate Owners identified in such instructions. None of the Depositor, the Master Servicer, the Special Servicer, the ~~Certificate Administrator~~Trustee, the ~~Trustee~~ Fiscal Agent or the Certificate Registrar shall be liable for any delay in delivery of such instructions, and each ~~of them~~ may conclusively rely on, and shall be protected in 153 relying on, such instructions. Upon the issuance of Definitive Certificates for purposes of evidencing ownership of ~~any Class of~~ the Registered ~~Certificates~~Certificates held in book-entry form, the registered holders of such Definitive Certificates shall be recognized as Certificateholders hereunder and, accordingly, shall be entitled directly to receive payments on, to exercise Voting Rights with respect to, and to transfer and exchange such Definitive Certificates. (d) Notwithstanding any other provisions contained herein, neither the Certificate Administrator nor the Certificate Registrar shall have any responsibility whatsoever to monitor or restrict the Transfer of ownership interests in any Certificate (including but not limited to any Non-Registered Certificate) which interests are transferable through the book-entry facilities of the Depository.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Gmac Commercial Mortgage Securities Inc)

Book-Entry Certificates. (a) ~~The~~ Each Class of Regular Certificates ~~(other than the Class R and Class V Certificates)~~ shall initially be issued as one or more Certificates registered in the name of the Depository or its nominee and, except as provided in Section ~~5.02(b~~5.03(c) ~~and Section 5.03(c)~~below, ~~a Transfer~~ transfer of such Certificates may not be registered by the Certificate Registrar unless such ~~Transfer~~ transfer is to a successor Depository that agrees to hold such Certificates for the respective Certificate Owners with Ownership Interests therein. Such Certificate Owners shall hold and ~~Transfer~~ transfer their respective Ownership Interests in and to such Certificates through the book-entry facilities of the Depository and, except as provided in Section 5.03(c) below, shall not be entitled to definitive, fully registered Certificates (“Definitive Certificates”) in respect of such Ownership Interests. The Classes of Non-Registered Certificates initially sold to Qualified Institutional Buyers in reliance on Rule 144A or in reliance on another exemption from the registration requirements of the Securities Act shall, in the case of each such Class, be represented by the Rule 144A Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. The Classes of Non-Registered Certificates initially sold to institutions that are non-United States Securities Persons in Offshore Transactions in reliance on Regulation S shall, in the case of each such Class, be represented by the Regulation S Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. All ~~Transfers~~ transfers by Certificate Owners of their respective Ownership Interests in the Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing each such Certificate Owner. Each Depository Participant shall only transfer the Ownership Interests in the Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository’s normal procedures. (b) The ~~Certificate Administrator~~Trustee, the Master Servicer, the Special Servicer~~, the Trustee~~, the Depositor and the Certificate Registrar may for all purposes, including the making of payments due on the Book-Entry Certificates, deal with the Depository as the authorized representative of the Certificate Owners with respect to such Certificates for the purposes of exercising the rights of Certificateholders hereunder. ~~Except as expressly provided to the contrary herein, the~~ The rights of Certificate Owners with respect to the Book-Entry Certificates shall be limited to those established by law and agreements between such Certificate Owners and the Depository Participants and brokerage firms representing such Certificate Owners. Multiple requests and directions from, and votes of, the Depository as Holder of the Book-Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Certificate Owners. The ~~Certificate Administrator~~ Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and shall give notice to the Depository of such record date. (c) If (i)(A) the Depositor advises ~~the Certificate Administrator,~~ the Trustee and the Certificate Registrar in writing that the Depository is no longer willing or able to properly discharge its responsibilities with respect to a Class of the Book-Entry Certificates, and (B) the Depositor is unable to locate a qualified successor, or (ii) the Depositor at its option advises the ~~Trustee, the Certificate Administrator~~ Trustee and the Certificate Registrar in writing that it elects to terminate the book-entry system through the Depository with respect to a Class of Book-Entry Certificates, the Certificate Registrar shall notify all affected Certificate Owners, through the Depository, of the occurrence of any such event and of the availability of Definitive Certificates to such Certificate Owners requesting the same. Upon surrender to the Certificate Registrar of the Book-Entry Certificates of any Class thereof by the Depository, accompanied by registration instructions from the Depository for registration of transfer, the Certificate Registrar shall execute, at the Depositor’s expense, and the Authenticating Agent shall authenticate and deliver, the Definitive Certificates in respect of such Class to the Certificate Owners identified in such instructions. The Depositor shall provide the Certificate Registrar with an adequate inventory of Definitive Certificates. None of the Depositor, the Master Servicer, the Special Servicer~~, the Certificate Administrator~~, the Trustee or the Certificate Registrar shall be liable for any delay in delivery of such ~~instructions,~~ instructions and ~~each of them~~ may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates for purposes of evidencing ownership of any Class of Registered Certificates, the registered holders of such Definitive Certificates shall be recognized as Certificateholders hereunder and, accordingly, shall be entitled directly to receive payments on, to exercise Voting Rights with respect to, and to transfer and exchange such Definitive Certificates. (d) Notwithstanding any other provisions contained herein, neither the ~~Certificate Administrator~~ Trustee nor the Certificate Registrar shall have any responsibility whatsoever to monitor or restrict the ~~Transfer~~ transfer of ownership interests in any Certificate (including but not limited to any Non-Registered Certificate, any Subordinated Certificate and any Class Z Certificate) which interests are transferable through the book-entry facilities of the Depository.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Wachovia Bank Commercial Mortgage Trust Series 2005-C17)

Common use of Book-Entry Certificates Clause in Contracts