Certificate. evidencing a beneficial ownership interest in a New York common law trust (the “Trust”), consisting primarily of a pool of commercial and multifamily mortgage loans (the “Mortgage Loans”) and certain other property, formed and sold by THIS CERTIFIES THAT CEDE & CO. is the registered owner of this commercial mortgage pass-through certificate (this “Certificate”), which has been issued pursuant to the Pooling and Servicing Agreement, dated as specified above (the “Pooling and Servicing Agreement”), between Banc of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Commercial Mortgage Inc. (hereinafter called the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement), the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar and the Authenticating Agent, a summary of certain of the pertinent provisions of which is set forth hereafter. The Trust consists primarily of the Mortgage Loans, such amounts as shall from time to time be held in the Collection Account and Distribution Account, the Insurance Policies and any REO Properties. To the extent not defined herein, the capitalized terms used herein have the respective meanings assigned in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C8, Commercial Mortgage Pass-Through Certificates, Series 2013-C8 (herein called the “Certificates”). The Certificates are issued in the Classes specified in the Pooling and Servicing Agreement and will evidence in the aggregate 100% of the beneficial ownership of the Trust. This Certificate represents an interest in the Class A-3 Certificates equal to the quotient expressed as a percentage obtained by dividing the initial Certificate Balance of this Certificate specified on the face hereof by the initial Aggregate Certificate Balance of the Class A-3 Certificates. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the parties thereto. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. Distributions of principal of and interest on this Certificate will be made out of the Available Distribution Amount, to the extent and subject to the limitations set forth in the Pooling and Servicing Agreement, on the 4th Business Day after the related Determination Date (a “Distribution Date”) commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered on the applicable Record Date. The Determination Date is the 11th day of each month, or, if the 11th day is not a Business Day, the next succeeding Business Day (a “Determination Date”), commencing on March 11, 2013. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the related Pass-Through Rate on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount due to this Certificate’s pro rata share of the amount to be distributed on the Class A-3 Certificates as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. Collateral Support Deficits shall be allocated on the applicable Distribution Date to the respective Classes of Principal Balance Certificates in the manner set forth in the Pooling and Servicing Agreement. All Collateral Support Deficits allocated to any Class of Principal Balance Certificates will be allocated pro rata among the outstanding Certificates of such Class. The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust. All distributions under the Pooling and Servicing Agreement to a nominee of The Depository Trust Company (“DTC”) will be made by or on behalf of the Certificate Administrator by check mailed to such ▇▇▇▇▇▇’s address as it appears on the Certificate Register of the Certificate Registrar or, upon written request to the Certificate Administrator on or prior to the related Record Date (or upon standing instructions given to the Certificate Administrator on the Closing Date prior to any Record Date, which instructions may be revoked at any time thereafter upon written notice to the Certificate Administrator five (5) days prior to the related Record Date) made by a Certificateholder by wire transfer in immediately available funds to an account specified in the request of such Certificateholder. Notwithstanding the above, the final distribution on any Certificate will be made only upon presentation and surrender of such Certificate at the location that will be specified in a notice of the pendency of such final distribution. The Pooling and Servicing Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Certificateholders under the Pooling and Servicing Agreement at any time by the parties thereto with the consent of the Holders of not less than 51% of the aggregate Voting Rights of the Certificates then outstanding, as specified in the Pooling and Servicing Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon the Certificate. The Pooling and Servicing Agreement also permits the amendment thereof, in certain circumstances, without the consent of the Holders of any of the Certificates. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the Corporate Trust Office of the Certificate Registrar, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreement, the Certificates are issuable in fully registered form only, without coupons, in minimum denominations specified in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates. Notwithstanding the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book entry facilities of DTC. The Depositor, the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating Agent and any of their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating Agent or any such agents shall be affected by notice to the contrary. The obligations and responsibilities of the Trustee and the Certificate Administrator created hereby (other than the obligation of the Certificate Administrator, to make payments to the Class R Certificateholders, as set forth in Section 11.3 of the Pooling and Servicing Agreement and other than the obligations in the nature of information or tax reporting) shall terminate on the earliest of (i) the later of (A) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust (and final distribution to the Certificateholders) and (B) the disposition of all REO Property (and final distribution to the Certificateholders), (ii) the sale of the property held by the Trust in accordance with Section 11.1(b) of the Pooling and Servicing Agreement, (iii) the termination of the Trust pursuant to Section 11.1(c) of the Pooling and Servicing Agreement or (iv) voluntary exchange by the Sole Certificateholder of all the outstanding Certificates (other than the Class R Certificates) for the remaining Mortgage Loans and REO Properties in the Trust Fund pursuant to the terms of Section 11.1(d) of the Pooling and Servicing Agreement; provided that in no event shall the Trust continue beyond the expiration of 21 years from the death of the last survivor of the descendants of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the late Ambassador of the United States to the Court of St. ▇▇▇▇▇, living on the date hereof. The parties designated in the Pooling and Servicing Agreement may exercise their option to purchase the Mortgage Loans and any other property remaining in the Trust and cause the termination of the Trust in accordance with the requirements set forth in the Pooling and Servicing Agreement. Upon termination of the Trust and payment of the Certificates and of all administrative expenses associated with the Trust, any remaining assets of the Trust shall be distributed to the holders of the Class R Certificates. The Certificate Registrar has executed this Certificate under the Pooling and Servicing Agreement.

Appears in 2 contracts

Sources: Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C8), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C8)

Certificate. evidencing a beneficial ownership interest in a New York common law trust (the “Trust”), consisting primarily of a pool of commercial and multifamily mortgage loans (the “Mortgage Loans”) and certain other property, formed and sold by THIS CERTIFIES THAT CEDE & CO. is the registered owner of this commercial mortgage pass-through certificate (this “Certificate”), which has been issued pursuant to the Pooling and Servicing Agreement, dated as specified above (the “Pooling and Servicing Agreement”), between Banc of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Commercial Mortgage Inc. (hereinafter called the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement), the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar and the Authenticating Agent, a summary of certain of the pertinent provisions of which is set forth hereafter. The Trust consists primarily of the Mortgage Loans, such amounts as shall from time to time be held in the Collection Account and Distribution Account, the Insurance Policies and any REO Properties. To the extent not defined herein, the capitalized terms used herein have the respective meanings assigned in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C8, Commercial Mortgage Pass-Through Certificates, Series 2013-C8 (herein called the “Certificates”). The Certificates are issued in the Classes specified in the Pooling and Servicing Agreement and will evidence in the aggregate 100% of the beneficial ownership of the Trust. This Certificate represents an interest in the Class ~~A-3~~ A-4 Certificates equal to the quotient expressed as a percentage obtained by dividing the initial Certificate Balance of this Certificate specified on the face hereof by the initial Aggregate Certificate Balance of the Class ~~A-3~~ A-4 Certificates. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the parties thereto. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. Distributions of principal of and interest on this Certificate will be made out of the Available Distribution Amount, to the extent and subject to the limitations set forth in the Pooling and Servicing Agreement, on the 4th Business Day after the related Determination Date (a “Distribution Date”) commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered on the applicable Record Date. The Determination Date is the 11th day of each month, or, if the 11th day is not a Business Day, the next succeeding Business Day (a “Determination Date”), commencing on March 11, 2013. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the related Pass-Through Rate on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount due to this Certificate’s pro rata share of the amount to be distributed on the Class ~~A-3~~ A-4 Certificates as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. Collateral Support Deficits shall be allocated on the applicable Distribution Date to the respective Classes of Principal Balance Certificates in the manner set forth in the Pooling and Servicing Agreement. All Collateral Support Deficits allocated to any Class of Principal Balance Certificates will be allocated pro rata among the outstanding Certificates of such Class. The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust. All distributions under the Pooling and Servicing Agreement to a nominee of The Depository Trust Company (“DTC”) will be made by or on behalf of the Certificate Administrator by check mailed to such ▇▇▇▇▇▇’s address as it appears on the Certificate Register of the Certificate Registrar or, upon written request to the Certificate Administrator on or prior to the related Record Date (or upon standing instructions given to the Certificate Administrator on the Closing Date prior to any Record Date, which instructions may be revoked at any time thereafter upon written notice to the Certificate Administrator five (5) days prior to the related Record Date) made by a Certificateholder by wire transfer in immediately available funds to an account specified in the request of such Certificateholder. Notwithstanding the above, the final distribution on any Certificate will be made only upon presentation and surrender of such Certificate at the location that will be specified in a notice of the pendency of such final distribution. The Pooling and Servicing Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Certificateholders under the Pooling and Servicing Agreement at any time by the parties thereto with the consent of the Holders of not less than 51% of the aggregate Voting Rights of the Certificates then outstanding, as specified in the Pooling and Servicing Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon the Certificate. The Pooling and Servicing Agreement also permits the amendment thereof, in certain circumstances, without the consent of the Holders of any of the Certificates. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the Corporate Trust Office of the Certificate Registrar, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreement, the Certificates are issuable in fully registered form only, without coupons, in minimum denominations specified in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates. Notwithstanding the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book entry facilities of DTC. The Depositor, the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating Agent and any of their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating Agent or any such agents shall be affected by notice to the contrary. The obligations and responsibilities of the Trustee and the Certificate Administrator created hereby (other than the obligation of the Certificate Administrator, to make payments to the Class R Certificateholders, as set forth in Section 11.3 of the Pooling and Servicing Agreement and other than the obligations in the nature of information or tax reporting) shall terminate on the earliest of (i) the later of (A) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust (and final distribution to the Certificateholders) and (B) the disposition of all REO Property (and final distribution to the Certificateholders), (ii) the sale of the property held by the Trust in accordance with Section 11.1(b) of the Pooling and Servicing Agreement, (iii) the termination of the Trust pursuant to Section 11.1(c) of the Pooling and Servicing Agreement or (iv) voluntary exchange by the Sole Certificateholder of all the outstanding Certificates (other than the Class R Certificates) for the remaining Mortgage Loans and REO Properties in the Trust Fund pursuant to the terms of Section 11.1(d) of the Pooling and Servicing Agreement; provided that in no event shall the Trust continue beyond the expiration of 21 years from the death of the last survivor of the descendants of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the late Ambassador of the United States to the Court of St. ▇▇▇▇▇, living on the date hereof. The parties designated in the Pooling and Servicing Agreement may exercise their option to purchase the Mortgage Loans and any other property remaining in the Trust and cause the termination of the Trust in accordance with the requirements set forth in the Pooling and Servicing Agreement. Upon termination of the Trust and payment of the Certificates and of all administrative expenses associated with the Trust, any remaining assets of the Trust shall be distributed to the holders of the Class R Certificates. The Certificate Registrar has executed this Certificate under the Pooling and Servicing Agreement.

Appears in 2 contracts

Sources: Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C8), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C8)

Certificate. evidencing a beneficial ownership interest in a ~~New York common law trust (the “~~Trust”), consisting primarily of a pool of commercial and multifamily mortgage loans (the “"Mortgage Loans”") and certain other property, formed and sold by BEAR ▇▇▇▇▇▇▇ COMMERCIAL MORTGAGE SECURITIES INC. THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced by this ~~commercial mortgage pass-through certificate (this “Certificate”), which has been~~ Certificate in the Class X-2 Certificates issued by the Trust created pursuant to the Pooling and Servicing Agreement, dated as specified above (the “"Pooling and Servicing Agreement”"), ~~between Banc of America~~ among Bear ▇▇▇▇▇▇▇ ~~▇▇▇▇▇~~ Commercial Mortgage Securities Inc. (hereinafter called the “"Depositor”, ," which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Fiscal Agent, the Paying Agent, the Certificate Registrar, the Master ~~Servicer,~~ Servicer and the Special Servicer~~, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar and the Authenticating Agent~~, a summary of certain of the pertinent provisions of which is set forth hereafter. The Trust consists primarily of the Mortgage Loans, such amounts as shall from time to time be held in the ~~Collection~~ Certificate Account and Distribution Account, the Insurance Policies and any REO Properties. To the extent not defined herein, the capitalized terms used herein have the ~~respective~~ meanings assigned in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as Certificates of the ~~▇▇▇▇▇▇~~ series specified on the face hereof (herein called the "Certificates") and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage obtained by dividing the Notional Amount of this Certificate specified on the face hereof by the initial aggregate Notional Amount of the Class X-2 Certificates. The Certificates are designated as the Bear ▇▇▇▇▇▇▇ ~~Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C8~~Commercial Mortgage Securities Inc., Commercial Mortgage Pass-Through Certificates, Series ~~2013~~2004-~~C8 (herein called the “Certificates”). The Certificates~~ TOP16 and are issued in the Classes specified in the Pooling and Servicing ~~Agreement and~~ Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership of the Trust. This Certificate represents an interest in the Class A-3 Certificates equal to the quotient expressed as a percentage obtained by dividing the initial Certificate Balance of this Certificate specified on the face hereof by the initial Aggregate Certificate Balance of the Class A-3 Certificates. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that ~~agreement~~ Agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the ~~parties thereto~~Trustee and the Paying Agent. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the ~~Holder of this Certificate~~ Certificateholder by virtue of the acceptance hereof assents and by which ~~such Holder~~ the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. Distributions of ~~principal of and~~ interest on this Certificate will be made out of the Available Distribution Amount, to the extent and subject to the limitations set forth in the Pooling and Servicing Agreement, on the ~~4th~~ 12th day of each month or, if such 12th day is not a Business Day, the next succeeding Business Day ~~after the related Determination Date~~ (a “"Distribution Date”") commencing on the ~~First~~ first Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the ~~applicable~~ last Business Day of the month immediately preceding the month of such distribution (the "Record Date~~. The Determination Date is the 11th day of each month, or, if the 11th day is not a Business Day, the next succeeding Business Day (a “Determination Date”~~")~~, commencing on March 11, 2013~~. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the ~~related~~ Pass-Through Rate specified above on the ~~Certificate Balance~~ Notional Amount of this Certificate immediately prior to each Distribution Date. ~~Principal and interest~~ Interest allocated to this Certificate on any Distribution Date will be in an amount due to this Certificate’s 's pro rata share of the amount to be distributed on the Certificates of this Class ~~A-3 Certificates~~ as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. ~~Collateral Support Deficits~~ Realized Losses and interest shortfalls on the Mortgage Loans shall be allocated on the applicable Distribution Date to ~~the respective Classes of Principal Balance Certificates~~ Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All ~~Collateral Support Deficits~~ Realized Losses and interest shortfalls on the Mortgage Loans allocated to any Class of ~~Principal Balance~~ Certificates will be allocated pro rata among the outstanding Certificates of such Class. The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the ~~Collection~~ Certificate Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust. All distributions under the Pooling and Servicing Agreement to a nominee of The Depository Trust Company (“"DTC”") will be made by or on behalf of the Certificate Administrator by check mailed to such ▇▇▇▇▇▇’s address as it appears on the Certificate Register of the Certificate Registrar or, upon written request to the Certificate Administrator on or prior to the related Record Date (or upon standing instructions given to the Certificate Administrator on the Closing Date prior to any Record Date, which instructions may be revoked at any time thereafter upon written notice to the Certificate Administrator five (5) days prior to the related Record Date) made by a Certificateholder Paying Agent by wire transfer in immediately available funds to an account specified in the request of such Certificateholder. All distributions under the Pooling and Servicing Agreement to Certificateholders will be made by wire transfer in immediately available funds to the account specified by the Certificateholder, at a bank or other entity having appropriate facilities therefor, if such Certificateholder will have provided the Paying Agent with wiring instructions on or prior to the related Record Date or otherwise by check mailed to such Certificateholder. Notwithstanding the above, the final distribution on any Certificate will be made only upon presentation and surrender of such Certificate at the location that will be specified in a notice of the pendency of such final distribution. The Pooling and Servicing Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Certificateholders under the Pooling and Servicing Agreement at any time by the parties thereto with the consent of the Holders of not less than 51% of the ~~aggregate Voting Rights~~ Aggregate Certificate Balance of the Certificates then outstanding, as specified in the Pooling and Servicing Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon the Certificate. The Pooling and Servicing Agreement also permits the amendment thereof, in certain circumstances, without the consent of the Holders of any of the Certificates. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the Corporate Trust Office of the Certificate Registrar, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s 's attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreement, the Class X-2 Certificates ~~are issuable~~ will be issued in ~~fully registered form only, without coupons,~~ denominations of $100,000 initial Notional Amount and in ~~minimum denominations specified~~ any whole dollar denomination in ~~the Pooling and Servicing Agreement~~excess thereof. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates. Notwithstanding the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book entry facilities of DTC. The Depositor, the Trustee, the Fiscal Agent, the Paying Agent, the Master Servicer, the Special ~~Servicer, the Trust Advisor, the Trustee, the Custodian,~~ Servicer and the Certificate ~~Administrator, the Certificate Registrar, the Authenticating Agent~~ Registrar and any of their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and ~~none of~~ neither the Depositor, the Trustee, the Fiscal Agent, the Paying Agent, the Master Servicer, the Special Servicer, the ~~Trust Advisor, the Trustee, the Custodian, the~~ Certificate ~~Administrator, the Certificate Registrar, the Authenticating Agent or~~ Registrar nor any such agents shall be affected by notice to the contrary. The obligations and responsibilities of the Trustee and the ~~Certificate Administrator~~ Paying Agent created hereby (other than the obligation of the ~~Certificate Administrator,~~ Paying Agent to make payments to the ~~Class R Certificateholders,~~ Certificateholders as set forth in Section ~~11.3~~ 10.2 of the Pooling and Servicing Agreement and other than the obligations in the nature of information or tax reporting) shall terminate on the earliest of (i) the later of (A) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust ~~(and final distribution to the Certificateholders)~~ and (B) the disposition of all REO Property ~~(and final distribution to the Certificateholders),~~ or (ii) the sale of the property held by the Trust in accordance with Section ~~11.1(b~~10.1(b) or 10.1(c) of the Pooling and Servicing ~~Agreement,~~ Agreement or (iii) the termination of the Trust pursuant to Section 11.1(c) of the Pooling and Servicing Agreement or (iv) voluntary exchange by the Sole Certificateholder of all the outstanding Certificates (other than the Class R Certificates) for the remaining Mortgage Loans and REO Properties in the Trust Fund pursuant to the terms of Section 11.1(d10.1(d) of the Pooling and Servicing Agreement; provided that in no event shall the Trust continue beyond the expiration of 21 years from the death of the last survivor of the descendants of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the late Ambassador of the United States to the Court of St. ▇▇▇▇▇, living on the date hereof. The parties designated in the Pooling and Servicing Agreement may exercise their option to purchase the Mortgage Loans and any other property remaining in the Trust and cause the termination of the Trust in accordance with the requirements set forth in the Pooling and Servicing Agreement. Upon termination of the Trust and payment of the Certificates and of all administrative expenses associated with the Trust, any remaining assets of the Trust shall be distributed to the holders of the ~~Class R~~ Residual Certificates. The Certificate Registrar has executed this Certificate under the Pooling and Servicing Agreement. THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.

Appears in 2 contracts

Sources: Pooling and Servicing Agreement (Bear Stearns Commercial Mortgage Securities Trust 2004-Top16), Pooling and Servicing Agreement (Bear Stearns Commercial Mortgage Securities Trust 2004-Top16)

Certificate. evidencing a beneficial ownership interest in a New York common law trust (the “Trust”), consisting primarily of a pool of commercial and multifamily mortgage loans (the “Mortgage Loans”) and certain other property, formed and sold by THIS CERTIFIES THAT ~~CEDE & CO.~~ [_____________] is the registered owner of this commercial mortgage pass-through certificate (this “Certificate”), which has been issued pursuant to the Pooling and Servicing Agreement, dated as specified above (the “Pooling and Servicing Agreement”), between Banc of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Commercial Mortgage Inc. (hereinafter called the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement), the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar and the Authenticating Agent, a summary of certain of the pertinent provisions of which is set forth hereafter. The Trust consists primarily of the Mortgage Loans, such amounts as shall from time to time be held in the Collection Account and Distribution Account, the Insurance Policies and any REO Properties. To the extent not defined herein, the capitalized terms used herein have the respective meanings assigned in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C8, Commercial Mortgage Pass-Through Certificates, Series 2013-C8 (herein called the “Certificates”). The Certificates are issued in the Classes specified in the Pooling and Servicing Agreement and will evidence in the aggregate 100% of the beneficial ownership of the Trust. This Certificate represents an interest in the Class ~~A-3~~ R Certificates equal to the ~~quotient expressed as a~~ percentage ~~obtained by dividing the initial Certificate Balance of this Certificate~~ interest specified on the face ~~hereof by the initial Aggregate Certificate Balance of the Class A-3 Certificates~~hereof. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the parties thereto. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. The Holder of this Certificate shall be entitled to receive only certain amounts set forth in the Pooling and Servicing Agreement, including a distribution upon termination of the Pooling and Servicing Agreement and the respective REMICs created thereby of the amounts which remain on deposit in the Distribution Account after payment to the holders of all other Certificates of all amounts set forth in the Pooling and Servicing Agreement. Distributions ~~of principal of and interest~~ on this Certificate will be made out of the Available Distribution Amount, to the extent and subject to the limitations set forth in the Pooling and Servicing Agreement, on the 4th Business Day after the related Determination Date (a “Distribution Date”) ), commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered on the applicable Record Date. The Determination Date is the 11th day of each month, or, if the 11th day is not a Business Day, the next succeeding Business Day (a “Determination Date”), commencing on March 11, 2013. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the related Pass-Through Rate on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount due to this Certificate’s pro rata share of the amount to be distributed on the Class A-3 Certificates as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. Collateral Support Deficits shall be allocated on the applicable Distribution Date to the respective Classes of Principal Balance Certificates in the manner set forth in the Pooling and Servicing Agreement. All Collateral Support Deficits allocated to any Class of Principal Balance Certificates will be allocated pro rata among the outstanding Certificates of such Class. The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust. All distributions under the Pooling and Servicing Agreement ~~to a nominee of The Depository Trust Company (“DTC”)~~ will be made by or on behalf of the Certificate Administrator by check mailed to such ~~▇▇▇▇▇▇~~Holder’s address as it appears on the Certificate Register of the Certificate Registrar or, upon written request to the Certificate Administrator on or prior to the related Record Date (or upon standing instructions given to the Certificate Administrator on the Closing Date prior to any Record Date, which instructions may be revoked at any time thereafter upon written notice to the Certificate Administrator five (5) days prior to the related Record Date) made by a Certificateholder by wire transfer in immediately available funds to an account specified in the request of such Certificateholder. Notwithstanding the above, the final distribution on any Certificate will be made only upon presentation and surrender of such Certificate at the location that will be specified in a notice of the pendency of such final distribution. The Pooling and Servicing Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Certificateholders under the Pooling and Servicing Agreement at any time by the parties thereto with the consent of the Holders of not less than 51% of the aggregate Voting Rights of the Certificates then outstanding, as specified in the Pooling and Servicing Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon the Certificate. The Pooling and Servicing Agreement also permits the amendment thereof, in certain circumstances, without the consent of the Holders of any of the Certificates. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the Corporate Trust Office of the Certificate Registrar, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations will be issued to the designated transferee or transferees. ~~Subject to~~ The Class R Certificates will be issued in fully registered, certificated form in minimum percentage interests of 10% and in multiples of 1% in excess thereof. No transfer, sale, pledge or other disposition of this Certificate or interest therein shall be made unless such transfer, sale, pledge or other disposition is exempt from the ~~terms~~ registration and/or qualification requirements of the ~~Pooling~~ Securities Act and ~~Servicing Agreement~~any applicable state securities laws, or is otherwise made in accordance with the Securities Act and such state securities laws. If a transfer of any Non-Registered Certificate held as a Definitive Certificate is to be made without registration under the Securities Act (other than in connection with the initial issuance of the Certificates ~~are issuable in fully registered form only~~or a transfer of such Certificate by the Depositor or one of its Affiliates), ~~without coupons~~then the Certificate Registrar shall refuse to register such transfer unless it receives (and upon receipt, ~~in minimum denominations specified~~ may conclusively rely upon) either: (i) a certificate from the Certificateholder desiring to effect such transfer substantially in the ~~Pooling and Servicing Agreement. As provided in~~ form attached as Exhibit D-1 to the Pooling and Servicing Agreement and ~~subject~~ a certificate from such Certificateholder’s prospective Transferee substantially in the form attached either as Exhibit D-2A or Exhibit D-2B to ~~certain limitations therein set forth, Certificates are exchangeable for new Certificates~~ the Pooling and Servicing Agreement; or (ii) an Opinion of ~~the same Class in authorized denominations as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange but~~ Counsel satisfactory to the Certificate Registrar ~~may require payment of a sum sufficient~~ to ~~cover any tax or other governmental charge~~ the effect that ~~may be imposed in connection with any~~ such transfer or exchange of Certificates. Notwithstanding the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall be made ~~through~~ without registration under the ~~book entry facilities~~ Securities Act, together with the written certification(s) as to the facts surrounding such transfer from the Certificateholder desiring to effect such transfer and/or such Certificateholder’s prospective Transferee on which such Opinion of ~~DTC. The Depositor, the Master Servicer, the Special Servicer,~~ Counsel is based (which Opinion of Counsel shall not be an expense of the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating Agent and any of their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none or of the Depositor, the Master Servicer, the Special Servicer, the ~~Trust Advisor~~Certificate Administrator, the Custodian, the Trustee, the ~~Custodian,~~ Trust Advisor or the Certificate ~~Administrator~~Registrar in their respective capacities as such). No transfer of a Class R Certificate may be made in book-entry form or otherwise to a Person that is not a Qualified Institutional Buyer, ~~the Certificate Registrar, the Authenticating Agent or~~ and any ~~such agents shall be affected by notice~~ certificate and/or Opinion of Counsel delivered pursuant to the ~~contrary~~preceding sentence must reflect that the Transferee of a Class R Certificate is a Qualified Institutional Buyer. ~~The obligations~~ No Person may hold an interest in a Rule 144A Global Certificate unless that Person is a Qualified Institutional Buyer, and ~~responsibilities~~ no “U.S. person” (as that term is defined in Rule 902(k) under the Securities Act) may hold an interest in a Regulation S Global Certificate, and transfers of interests in the Global Certificates that would result in a violation of the ~~Trustee and the Certificate Administrator created hereby (other than the obligation of the Certificate Administrator,~~ foregoing are prohibited. No party to ~~make payments to the Class R Certificateholders, as set forth in Section 11.3 of~~ the Pooling and Servicing Agreement ~~and~~ is obligated to register or qualify any Class of Non-Registered Certificates under the Securities Act or any other ~~than the obligations in the nature of information~~ securities law or ~~tax reporting) shall terminate on the earliest of (i) the later of (A) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust (and final distribution~~ to the Certificateholders) and (B) the disposition of all REO Property (and final distribution to the Certificateholders), (ii) the sale of the property held by the Trust in accordance with Section 11.1(b) of take any action not otherwise required under the Pooling and Servicing ~~Agreement~~Agreement to permit the transfer of any Certificate. Any Certificateholder or Certificate Owner desiring to effect a transfer of this Certificate or interests therein shall, and does hereby agree to, indemnify each Underwriter, each Initial Purchaser and each party to the Pooling and Servicing Agreement against any liability that may result if the transfer is not exempt from such registration or qualification or is not made in accordance with such federal and state laws. No transfer of a Class R Certificate or any interest therein shall be made (~~iii~~A) ~~the termination~~ to any employee benefit plan or other retirement arrangement, including individual retirement accounts and annuities, ▇▇▇▇▇ plans and collective investment funds and separate accounts in which such plans, accounts or arrangements are invested, including, without limitation, insurance company general accounts, that is subject to Title I of ERISA or Section 4975 of the ~~Trust pursuant~~ Code or any applicable federal, state or local law (“Similar Laws”) materially similar to the foregoing provisions of ERISA or the Code (each, a “Plan”), or (B) to any Person who is directly or indirectly purchasing such Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with “plan assets” of a Plan. Each Person who acquires any Class R Certificate as a Definitive Certificate (unless it shall have acquired such Certificate from the Depositor or an Affiliate thereof) shall be required to deliver to the Certificate Registrar a certification in the form of Exhibit D-2A or Exhibit D-2B to the Pooling and Servicing Agreement that includes a certification to the effect that it is neither a Plan nor any Person who is directly or indirectly purchasing such Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with “plan assets” of a Plan. Each Person who has or who acquires any Ownership Interest in a Class R Certificate shall be deemed by the acceptance or acquisition of such Ownership Interest to have agreed to be bound by the following provisions and to have irrevocably authorized the Certificate Administrator under clause (F) of Section ~~11.1(c~~3.3(e) of the Pooling and Servicing Agreement ~~or (iv) voluntary exchange by the Sole Certificateholder of all the outstanding Certificates (~~to deliver payments to a Person other than such Person and to have irrevocably authorized the ~~Class R Certificates~~Certificate Registrar under clause (G) ~~for the remaining Mortgage Loans and REO Properties in the Trust Fund pursuant to the terms~~ of Section ~~11.1(d~~3.3(e) of the Pooling and Servicing ~~Agreement; provided that~~ Agreement to negotiate the terms of any mandatory sale and to execute all instruments of Transfer and to do all other things necessary in ~~no event shall the Trust continue beyond the expiration~~ connection with any such sale. The rights of ~~21 years from the death of the last survivor of the descendants of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the late Ambassador of the United States~~ such person acquiring any Ownership Interest in a Class R Certificate are expressly subject to the Court of St. ▇▇▇▇▇, living on the date hereof. The parties designated in the Pooling and Servicing Agreement may exercise their option to purchase the Mortgage Loans and any other property remaining in the Trust and cause the termination of the Trust in accordance with the requirements set forth in the Pooling and Servicing Agreement. Upon termination of the Trust and payment of the Certificates and of all administrative expenses associated with the Trust, any remaining assets of the Trust shall be distributed to the holders of the Class R Certificates. The Certificate Registrar has executed this Certificate under the Pooling and Servicing Agreement.following provisions:

Appears in 2 contracts

Sources: Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C8), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C8)

Certificate. evidencing a beneficial ownership interest in a New York common law trust (the “Trust”), consisting primarily of a pool of commercial and multifamily mortgage loans (the “Mortgage Loans”) and certain other property, formed and sold by THIS CERTIFIES THAT CEDE & CO. is the registered owner of this commercial mortgage pass-through certificate (this “Certificate”), which has been issued pursuant to the Pooling and Servicing Agreement, dated as specified above (the “Pooling and Servicing Agreement”), between Banc of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Commercial Mortgage Inc. (hereinafter called the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement), the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar and the Authenticating Agent, a summary of certain of the pertinent provisions of which is set forth hereafter. The Trust consists primarily of the Mortgage Loans, such amounts as shall from time to time be held in the Collection Account and Distribution Account, the Insurance Policies and any REO Properties. To the extent not defined herein, the capitalized terms used herein have the respective meanings assigned in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C8, Commercial Mortgage Pass-Through Certificates, Series 2013-C8 (herein called the “Certificates”). The Certificates are issued in the Classes specified in the Pooling and Servicing Agreement and will evidence in the aggregate 100% of the beneficial ownership of the Trust. This Certificate represents an interest in the Class ~~A-3~~ A-2 Certificates equal to the quotient expressed as a percentage obtained by dividing the initial Certificate Balance of this Certificate specified on the face hereof by the initial Aggregate Certificate Balance of the Class ~~A-3~~ A-2 Certificates. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the parties thereto. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. Distributions of principal of and interest on this Certificate will be made out of the Available Distribution Amount, to the extent and subject to the limitations set forth in the Pooling and Servicing Agreement, on the 4th Business Day after the related Determination Date (a “Distribution Date”) commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered on the applicable Record Date. The Determination Date is the 11th day of each month, or, if the 11th day is not a Business Day, the next succeeding Business Day (a “Determination Date”), commencing on March 11, 2013. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the related Pass-Through Rate on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount due to this Certificate’s pro rata share of the amount to be distributed on the Class ~~A-3~~ A-2 Certificates as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. Collateral Support Deficits shall be allocated on the applicable Distribution Date to the respective Classes of Principal Balance Certificates in the manner set forth in the Pooling and Servicing Agreement. All Collateral Support Deficits allocated to any Class of Principal Balance Certificates will be allocated pro rata among the outstanding Certificates of such Class. The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust. All distributions under the Pooling and Servicing Agreement to a nominee of The Depository Trust Company (“DTC”) will be made by or on behalf of the Certificate Administrator by check mailed to such ▇▇▇▇▇▇’s address as it appears on the Certificate Register of the Certificate Registrar or, upon written request to the Certificate Administrator on or prior to the related Record Date (or upon standing instructions given to the Certificate Administrator on the Closing Date prior to any Record Date, which instructions may be revoked at any time thereafter upon written notice to the Certificate Administrator five (5) days prior to the related Record Date) made by a Certificateholder by wire transfer in immediately available funds to an account specified in the request of such Certificateholder. Notwithstanding the above, the final distribution on any Certificate will be made only upon presentation and surrender of such Certificate at the location that will be specified in a notice of the pendency of such final distribution. The Pooling and Servicing Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Certificateholders under the Pooling and Servicing Agreement at any time by the parties thereto with the consent of the Holders of not less than 51% of the aggregate Voting Rights of the Certificates then outstanding, as specified in the Pooling and Servicing Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon the Certificate. The Pooling and Servicing Agreement also permits the amendment thereof, in certain circumstances, without the consent of the Holders of any of the Certificates. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the Corporate Trust Office of the Certificate Registrar, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreement, the Certificates are issuable in fully registered form only, without coupons, in minimum denominations specified in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates. Notwithstanding the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book entry facilities of DTC. The Depositor, the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating Agent and any of their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating Agent or any such agents shall be affected by notice to the contrary. The obligations and responsibilities of the Trustee and the Certificate Administrator created hereby (other than the obligation of the Certificate Administrator, to make payments to the Class R Certificateholders, as set forth in Section 11.3 of the Pooling and Servicing Agreement and other than the obligations in the nature of information or tax reporting) shall terminate on the earliest of (i) the later of (A) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust (and final distribution to the Certificateholders) and (B) the disposition of all REO Property (and final distribution to the Certificateholders), (ii) the sale of the property held by the Trust in accordance with Section 11.1(b) of the Pooling and Servicing Agreement, (iii) the termination of the Trust pursuant to Section 11.1(c) of the Pooling and Servicing Agreement or (iv) voluntary exchange by the Sole Certificateholder of all the outstanding Certificates (other than the Class R Certificates) for the remaining Mortgage Loans and REO Properties in the Trust Fund pursuant to the terms of Section 11.1(d) of the Pooling and Servicing Agreement; provided that in no event shall the Trust continue beyond the expiration of 21 years from the death of the last survivor of the descendants of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the late Ambassador of the United States to the Court of St. ▇▇▇▇▇, living on the date hereof. The parties designated in the Pooling and Servicing Agreement may exercise their option to purchase the Mortgage Loans and any other property remaining in the Trust and cause the termination of the Trust in accordance with the requirements set forth in the Pooling and Servicing Agreement. Upon termination of the Trust and payment of the Certificates and of all administrative expenses associated with the Trust, any remaining assets of the Trust shall be distributed to the holders of the Class R Certificates. The Certificate Registrar has executed this Certificate under the Pooling and Servicing Agreement.

Appears in 2 contracts

Sources: Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C8), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C8)

Certificate. ~~evidencing a~~ The undersigned hereby certifies that the Rights evidenced by this Rights Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). -------------------------------- Signature ---------------------------------------- NOTICE The signature in the foregoing Form of Assignment must conform to the name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment is not completed, the Company and the Rights Agent will deem the beneficial ~~ownership interest~~ owner of the Rights evidenced by this Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in ~~a New York common law trust (~~the ~~“Trust”), consisting primarily of a pool of commercial and multifamily mortgage loans (the “Mortgage Loans”~~Rights Agreement) and ~~certain other property~~such Assignment will not be honored. FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise the Rights Certificate.) To: TRIANGLE PHARMACEUTICALS, ~~formed~~ Inc. The undersigned hereby irrevocably elects to exercise ________________ Rights represented by this Rights Certificate to purchase the units of Series B Junior Participating Preferred Stock issuable upon the exercise of such Rights and sold by THIS CERTIFIES THAT CEDE & CO. is the registered owner of this commercial mortgage pass-through certificate (this “Certificate”), which has been issued pursuant to the Pooling and Servicing Agreement, dated as specified above (the “Pooling and Servicing Agreement”), between Banc of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Commercial Mortgage Inc. (hereinafter called the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement), the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar and the Authenticating Agent, a summary of certain of the pertinent provisions of which is set forth hereafter. The Trust consists primarily of the Mortgage Loans, requests that certificates for such ~~amounts as shall from time to time~~ Series B Junior Participating Preferred Stock be held in the Collection Account and Distribution Account, the Insurance Policies and any REO Properties. To the extent not defined herein, the capitalized terms used herein have the respective meanings assigned in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C8, Commercial Mortgage Pass-Through Certificates, Series 2013-C8 (herein called the “Certificates”). The Certificates are issued in the ~~Classes specified in the Pooling~~ name of: Please insert social security or other identifying number ------------------------------------------------- (Please print name and ~~Servicing Agreement and will evidence in the aggregate 100%~~ address) If such number of the beneficial ownership of the Trust. This Certificate represents an interest in the Class A-3 Certificates equal to the quotient expressed as a percentage obtained by dividing the initial Certificate Balance of this Certificate specified on the face hereof by the initial Aggregate Certificate Balance of the Class A-3 Certificates. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the parties thereto. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. Distributions of principal of and interest on this Certificate will be made out of the Available Distribution Amount, to the extent and subject to the limitations set forth in the Pooling and Servicing Agreement, on the 4th Business Day after the related Determination Date (a “Distribution Date”) commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered on the applicable Record Date. The Determination Date is the 11th day of each month, or, if the 11th day is not a Business Day, the next succeeding Business Day (a “Determination Date”), commencing on March 11, 2013. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the related Pass-Through Rate on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount due to this Certificate’s pro rata share of the amount to be distributed on the Class A-3 Certificates as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate Rights shall not be ~~entitled to any benefit under~~ all the ~~Pooling and Servicing Agreement or be valid~~ Rights evidenced by this Rights Certificate, a new Rights Certificate for ~~any purpose. Collateral Support Deficits~~ the balance remaining of such Rights shall be allocated on the applicable Distribution Date to the respective Classes of Principal Balance Certificates in the manner set forth in the Pooling and Servicing Agreement. All Collateral Support Deficits allocated to any Class of Principal Balance Certificates will be allocated pro rata among the outstanding Certificates of such Class. The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust. All distributions under the Pooling and Servicing Agreement to a nominee of The Depository Trust Company (“DTC”) will be made by or on behalf of the Certificate Administrator by check mailed to such ▇▇▇▇▇▇’s address as it appears on the Certificate Register of the Certificate Registrar or, upon written request to the Certificate Administrator on or prior to the related Record Date (or upon standing instructions given to the Certificate Administrator on the Closing Date prior to any Record Date, which instructions may be revoked at any time thereafter upon written notice to the Certificate Administrator five (5) days prior to the related Record Date) made by a Certificateholder by wire transfer in immediately available funds to an account specified in the request of such Certificateholder. Notwithstanding the above, the final distribution on any Certificate will be made only upon presentation and surrender of such Certificate at the location that will be specified in a notice of the pendency of such final distribution. The Pooling and Servicing Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Certificateholders under the Pooling and Servicing Agreement at any time by the parties thereto with the consent of the Holders of not less than 51% of the aggregate Voting Rights of the Certificates then outstanding, as specified in the Pooling and Servicing Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon the Certificate. The Pooling and Servicing Agreement also permits the amendment thereof, in certain circumstances, without the consent of the Holders of any of the Certificates. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the Corporate Trust Office of the Certificate Registrar, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreement, the Certificates are issuable in fully registered form only, without coupons, in minimum denominations specified in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates. Notwithstanding the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book entry facilities of DTC. The Depositor, the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating Agent and any of their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating Agent or any such agents shall be affected by notice to the contrary. The obligations and responsibilities of the Trustee and the Certificate Administrator created hereby (other than the obligation of the Certificate Administrator, to make payments to the Class R Certificateholders, as set forth in Section 11.3 of the Pooling and Servicing Agreement and other than the obligations in the nature of information or tax reporting) shall terminate on the earliest of (i) the later of (A) the final payment delivered to: Please insert social security or other ~~liquidation of the last Mortgage Loan remaining~~ identifying number ------------------------------------------------- (Please print name and address) Dated ______________, _____ -------------------------------------- Signature Signature Guaranteed: Signatures must be guaranteed by a participant in the Trust (and final distribution to the Certificateholders) and (B) the disposition of all REO Property (and final distribution to the Certificateholders), (ii) the sale of the property held by the Trust in accordance with Section 11.1(b) of the Pooling and Servicing Agreement, (iii) the termination of the Trust pursuant to Section 11.1(c) of the Pooling and Servicing Agreement or (iv) voluntary exchange by the Sole Certificateholder of all the outstanding Certificates (other than the Class R Certificates) for the remaining Mortgage Loans and REO Properties in the Trust Fund pursuant to the terms of Section 11.1(d) of the Pooling and Servicing Agreement; provided that in no event shall the Trust continue beyond the expiration of 21 years from the death of the last survivor of the descendants of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the late Ambassador of the United States to the Court of St. ▇▇▇▇▇, living on the date hereof. The parties designated in the Pooling and Servicing Agreement may exercise their option to purchase the Mortgage Loans and any other property remaining in the Trust and cause the termination of the Trust in accordance with the requirements set forth in the Pooling and Servicing Agreement. Upon termination of the Trust and payment of the Certificates and of all administrative expenses associated with the Trust, any remaining assets of the Trust shall be distributed to the holders of the Class R Certificates. The Certificate Registrar has executed this Certificate under the Pooling and Servicing Agreementa Securities Transfer Association Inc. recognized signature guarantee medallion program.

Appears in 2 contracts

Sources: Rights Agreement (Triangle Pharmaceuticals Inc), Rights Agreement (Triangle Pharmaceuticals Inc)

Certificate. evidencing a beneficial ownership interest in a ~~New York common law trust (the “~~Trust”), consisting primarily of a pool of commercial and multifamily mortgage loans (the “"Mortgage Loans”") and certain other property, formed and sold by BEAR ▇▇▇▇▇▇▇ COMMERCIAL MORTGAGE SECURITIES INC. THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced by this ~~commercial mortgage pass-through certificate (this “Certificate”), which has been~~ Certificate in the Class X-1 Certificates issued by the Trust created pursuant to the Pooling and Servicing Agreement, dated as specified above (the “"Pooling and Servicing Agreement”"), ~~between Banc of America~~ among Bear ▇▇▇▇▇▇▇ ~~▇▇▇▇▇~~ Commercial Mortgage Securities Inc. (hereinafter called the “"Depositor”, ," which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Fiscal Agent, the Paying Agent, the Certificate Registrar, the Master ~~Servicer,~~ Servicer and the Special Servicer~~, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar and the Authenticating Agent~~, a summary of certain of the pertinent provisions of which is set forth hereafter. The Trust consists primarily of the Mortgage Loans, such amounts as shall from time to time be held in the ~~Collection~~ Certificate Account and Distribution Account, the Insurance Policies and any REO Properties. To the extent not defined herein, the capitalized terms used herein have the ~~respective~~ meanings assigned in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as Certificates of the ~~▇▇▇▇▇▇~~ series specified on the face hereof (herein called the "Certificates") and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage obtained by dividing the Notional Amount of this Certificate specified on the face hereof by the initial aggregate Notional Amount of the Class X-1 Certificates. The Certificates are designated as the Bear ▇▇▇▇▇▇▇ ~~Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C8~~Commercial Mortgage Securities Inc., Commercial Mortgage Pass-Through Certificates, Series ~~2013~~2004-~~C8 (herein called the “Certificates”). The Certificates~~ TOP16 and are issued in the Classes specified in the Pooling and Servicing ~~Agreement and~~ Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership of the Trust. This Certificate represents an interest in the Class A-3 Certificates equal to the quotient expressed as a percentage obtained by dividing the initial Certificate Balance of this Certificate specified on the face hereof by the initial Aggregate Certificate Balance of the Class A-3 Certificates. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that ~~agreement~~ Agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the ~~parties thereto~~Trustee and the Paying Agent. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the ~~Holder of this Certificate~~ Certificateholder by virtue of the acceptance hereof assents and by which ~~such Holder~~ the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. Distributions of ~~principal of and~~ interest on this Certificate will be made out of the Available Distribution Amount, to the extent and subject to the limitations set forth in the Pooling and Servicing Agreement, on the ~~4th~~ 12th day of each month or, if such 12th day is not a Business Day, the next succeeding Business Day ~~after the related Determination Date~~ (a “"Distribution Date”") commencing on the ~~First~~ first Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the ~~applicable~~ last Business Day of the month immediately preceding the month of such distribution (the "Record Date~~. The Determination Date is the 11th day of each month, or, if the 11th day is not a Business Day, the next succeeding Business Day (a “Determination Date”~~")~~, commencing on March 11, 2013~~. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the ~~related~~ Pass-Through Rate specified above on the ~~Certificate Balance~~ Notional Amount of this Certificate immediately prior to each Distribution Date. ~~Principal and interest~~ Interest allocated to this Certificate on any Distribution Date will be in an amount due to this Certificate’s 's pro rata share of the amount to be distributed on the Certificates of this Class ~~A-3 Certificates~~ as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. ~~Collateral Support Deficits~~ Realized Losses and interest shortfalls on the Mortgage Loans shall be allocated on the applicable Distribution Date to ~~the respective Classes of Principal Balance Certificates~~ Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All ~~Collateral Support Deficits~~ Realized Losses and interest shortfalls on the Mortgage Loans allocated to any Class of ~~Principal Balance~~ Certificates will be allocated pro rata among the outstanding Certificates of such Class. The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the ~~Collection~~ Certificate Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust. All distributions under the Pooling and Servicing Agreement to a nominee of The Depository Trust Company (“"DTC”") will be made by or on behalf of the Certificate Administrator by check mailed to such ▇▇▇▇▇▇’s address as it appears on the Certificate Register of the Certificate Registrar or, upon written request to the Certificate Administrator on or prior to the related Record Date (or upon standing instructions given to the Certificate Administrator on the Closing Date prior to any Record Date, which instructions may be revoked at any time thereafter upon written notice to the Certificate Administrator five (5) days prior to the related Record Date) made by a Certificateholder Paying Agent by wire transfer in immediately available funds to an account specified in the request of such Certificateholder. All distributions under the Pooling and Servicing Agreement to Certificateholders will be made by wire transfer in immediately available funds to the account specified by the Certificateholder, at a bank or other entity having appropriate facilities therefor, if such Certificateholder will have provided the Paying Agent with wiring instructions on or prior to the related Record Date or otherwise by check mailed to such Certificateholder. Notwithstanding the above, the final distribution on any Certificate will be made only upon presentation and surrender of such Certificate at the location that will be specified in a notice of the pendency of such final distribution. [Until this Regulation S Temporary Global Certificate is exchanged for one or more Regulation S Permanent Global Certificates, the Holder hereof shall not be entitled to receive payments hereon; until so exchanged in full, this Regulation S Temporary Global Certificate shall in all other respects be entitled to the same benefits as other Certificates under the Pooling and Servicing Agreement.] The Pooling and Servicing Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Certificateholders under the Pooling and Servicing Agreement at any time by the parties thereto with the consent of the Holders of not less than 51% of the ~~aggregate Voting Rights~~ Aggregate Certificate Balance of the Certificates then outstanding, as specified in the Pooling and Servicing Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon the Certificate. The Pooling and Servicing Agreement also permits the amendment thereof, in certain circumstances, without the consent of the Holders of any of the Certificates. [This Regulation S Temporary Global Certificate is exchangeable in whole or in part for one or more Global Certificates only (i) on or after the termination of the 40-day distribution compliance period (as defined in Regulation S) and (ii) upon presentation of a Regulation S Certificate (as defined in the Pooling Agreement) required by Article III of the Pooling and Servicing Agreement. Upon exchange of this Regulation S Temporary Global Certificate for one or more Global Certificates, the Trustee shall cancel this Regulation S Temporary Global Certificate.] As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the Corporate Trust Office of the Certificate Registrar, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s 's attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreement, the Class X-1 Certificates ~~are issuable~~ will be issued in ~~fully registered form only, without coupons,~~ denominations of $100,000 initial Notional Amount and in ~~minimum denominations specified~~ any whole dollar denomination in ~~the Pooling and Servicing Agreement~~excess thereof. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates. Notwithstanding the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book entry facilities of DTC. The Depositor, the Trustee, the Fiscal Agent, the Paying Agent, the Master Servicer, the Special ~~Servicer, the Trust Advisor, the Trustee, the Custodian,~~ Servicer and the Certificate ~~Administrator, the Certificate Registrar, the Authenticating Agent~~ Registrar and any of their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and ~~none of~~ neither the Depositor, the Trustee, the Fiscal Agent, the Paying Agent, the Master Servicer, the Special Servicer, the ~~Trust Advisor, the Trustee, the Custodian, the~~ Certificate ~~Administrator, the Certificate Registrar, the Authenticating Agent or~~ Registrar nor any such agents shall be affected by notice to the contrary. The obligations and responsibilities of the Trustee and the ~~Certificate Administrator~~ Paying Agent created hereby (other than the obligation of the ~~Certificate Administrator,~~ Paying Agent to make payments to the ~~Class R Certificateholders,~~ Certificateholders as set forth in Section ~~11.3~~ 10.2 of the Pooling and Servicing Agreement and other than the obligations in the nature of information or tax reporting) shall terminate on the earliest of (i) the later of (A) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust ~~(and final distribution to the Certificateholders)~~ and (B) the disposition of all REO Property ~~(and final distribution to the Certificateholders),~~ or (ii) the sale of the property held by the Trust in accordance with Section ~~11.1(b~~10.1(b) or 10.1(c) of the Pooling and Servicing ~~Agreement,~~ Agreement or (iii) the termination of the Trust pursuant to Section 11.1(c) of the Pooling and Servicing Agreement or (iv) voluntary exchange by the Sole Certificateholder of all the outstanding Certificates (other than the Class R Certificates) for the remaining Mortgage Loans and REO Properties in the Trust Fund pursuant to the terms of Section 11.1(d10.1(d) of the Pooling and Servicing Agreement; provided that in no event shall the Trust continue beyond the expiration of 21 years from the death of the last survivor of the descendants of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the late Ambassador of the United States to the Court of St. ▇▇▇▇▇, living on the date hereof. The parties designated in the Pooling and Servicing Agreement may exercise their option to purchase the Mortgage Loans and any other property remaining in the Trust and cause the termination of the Trust in accordance with the requirements set forth in the Pooling and Servicing Agreement. Upon termination of the Trust and payment of the Certificates and of all administrative expenses associated with the Trust, any remaining assets of the Trust shall be distributed to the holders of the ~~Class R~~ Residual Certificates. The Certificate Registrar has executed this Certificate under the Pooling and Servicing Agreement. THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.

Appears in 2 contracts

Sources: Pooling and Servicing Agreement (Bear Stearns Commercial Mortgage Securities Trust 2004-Top16), Pooling and Servicing Agreement (Bear Stearns Commercial Mortgage Securities Trust 2004-Top16)

Certificate. evidencing a beneficial ownership interest in a ~~New York common law trust (the “Trust”)~~Trust Fund, consisting primarily of a pool of commercial ~~and multifamily~~ mortgage loans (the “Mortgage Loans”) ” (and ~~certain~~ a separate trust pari passu companion loan interest in a commercial mortgage loan and separate trust subordinate companion loan interests in each of two separate commercial mortgage loans)), all payments on or collections in respect of the Mortgage Loans and the Trust Companion Loans due after the Cut-off Date, all REO Properties and revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other ~~property~~collateral as security for the Mortgage Loans and such amounts as shall from time to time be held in the Certificate Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by THIS CERTIFIES THAT ~~CEDE & CO.~~ JPMORGAN CHASE BANK, NATIONAL ASSOCIATION is the registered owner of the interest evidenced by this ~~commercial mortgage pass-through certificate (this “Certificate”), which has been~~ Certificate in the Class R Certificates issued by the Trust Fund created pursuant to the Pooling and Servicing Agreement, dated as ~~specified above~~ of September 1, 2014 (the “Pooling and Servicing Agreement”), ~~between Banc of America~~ among ▇.▇. ▇▇▇▇▇▇ ▇▇▇▇▇ ~~Commercial Mortgage Inc.~~ COMMERCIAL MORTGAGE SECURITIES CORP. (hereinafter called the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator and the Senior Trust Advisor~~, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar and the Authenticating Agent, a~~ . A summary of certain of the pertinent provisions of ~~which~~ the Pooling and Servicing Agreement is set forth hereafter~~. The Trust consists primarily of the Mortgage Loans, such amounts as shall from time to time be held in the Collection Account and Distribution Account, the Insurance Policies and any REO Properties~~. To the extent not defined herein, the capitalized terms used herein shall have the ~~respective~~ meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as Certificates of the ~~▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank~~ series specified on the face hereof (herein called the “Certificates”) and representing an interest in the Class of ~~America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013~~Certificates specified on the face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial Certificate Balance of the Class R Certificates. The Certificates are designated as the JPMBB COMMERCIAL MORTGAGE SECURITIES TRUST 2014-C8C23, Commercial Mortgage Pass-Through Certificates, Series ~~2013~~2014-~~C8 (herein called the “Certificates”). The Certificates~~ C23 and are issued in the ~~Classes specified~~ classes as specifically set forth in the Pooling and Servicing ~~Agreement and~~ Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership of the Trust. This Certificate represents an interest in the Class A-3 Certificates equal to the quotient expressed as a percentage obtained by dividing the initial Certificate Balance of this Certificate specified on the face hereof by the initial Aggregate Certificate Balance of the Class A-3 CertificatesTrust Fund. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the ~~parties thereto~~Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the ~~Holder of this Certificate~~ Certificateholder by virtue of the acceptance hereof assents and by which ~~such Holder~~ the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. ~~Distributions~~ This Class R Certificate represents a “residual interest” in three “real estate mortgage investment conduits”, as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of ~~principal~~ the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and ~~interest~~ take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income. The Holder of the largest Percentage Interest in the Class R Certificates shall be the “tax matters person” for each Trust REMIC pursuant to Treasury Regulations Section 1.860F-4(d), and the Master Servicer is hereby irrevocably designated and shall serve as attorney-in-fact and agent for any such Person that is the “tax matters person”. Pursuant to the terms of the Pooling and Servicing Agreement, distributions, if any, on this Certificate ~~will~~ shall be made ~~out of~~ by the ~~Available Distribution Amount,~~ Certificate Administrator in an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) and to the extent and subject to the limitations set forth in the Pooling and Servicing Agreement, on the ~~4th Business Day after the related Determination Date (a “Distribution Date”) commencing on the First~~ Distribution Date ~~specified above,~~ to the Person in whose name this Certificate is registered on as of the ~~applicable~~ related Record Date~~. The Determination Date is the 11th day of each month, or, if the 11th day is not a Business Day, the next succeeding Business Day (a “Determination Date”), commencing on March 11, 2013~~. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. ~~Interest on this~~ This Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the related Pass-Through Rate on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount due to this Certificate’s pro rata share of the amount to be distributed on the Class A-3 Certificates as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. Collateral Support Deficits shall be allocated on the applicable Distribution Date to the respective Classes of Principal Balance Certificates in the manner set forth in the Pooling and Servicing Agreement. All Collateral Support Deficits allocated to any Class of Principal Balance Certificates will be allocated pro rata among the outstanding Certificates of such Class. The Certificates are is limited in right of payment to to, among other things, certain collections and recoveries respecting the Mortgage Loans and the Trust Companion Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Certificate Account and the Distribution Accounts will be held on behalf of the Trustee on behalf of the Holders of Certificates specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Certificate Account) or the Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds in the Certificate Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the ~~Collection~~ Certificate Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the ~~Trust~~Trust Fund. All distributions under the Pooling and Servicing Agreement to a ~~nominee~~ Class of ~~The Depository Trust Company (“DTC”) will~~ Certificates shall be made ~~by or~~ on ~~behalf~~ each Distribution Date (other than the final distribution on any Certificate) to Certificateholders of record on the ~~Certificate Administrator~~ related Record Date by check mailed to ~~such ▇▇▇▇▇▇’s~~ the address ~~as it appears on~~ set forth therefor in the Certificate Register ~~of the Certificate Registrar~~ or, ~~upon written request to~~ provided that such Certificateholder has provided the Certificate Administrator ~~on or prior to the related Record Date (or upon standing~~ with wire instructions ~~given to the Certificate Administrator on the Closing Date prior to any Record Date, which instructions may be revoked~~ in writing at ~~any time thereafter upon written notice to the Certificate Administrator~~ least five ~~(5) days~~ Business Days prior to the related Record Date~~) made by a Certificateholder~~ , by wire transfer in of immediately available funds to an the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate (determined without regard to any possible future reimbursement of Collateral Support Deficit previously allocated to this Certificate) shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the request of such Certificateholder. Notwithstanding the above, the final distribution on any Certificate will be made only upon presentation and surrender of such Certificate at the location that will be specified in a notice ~~of the pendency~~ to Certificateholders of such final distribution. ~~The Pooling and Servicing Agreement permits, with certain exceptions therein provided,~~ Any funds not distributed on the ~~amendment thereof and the modification~~ final Distribution Date because of the ~~rights~~ failure of Certificateholders to tender their Certificates shall be set aside and ~~obligations~~ held uninvested in trust and credited to the account or accounts of the ~~Certificateholders under~~ appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been posted pursuant to Section 4.01(j) of the Pooling and Servicing Agreement ~~at any~~ shall not have been surrendered for cancellation within six months after the time by specified in such notice, the ~~parties thereto~~ Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the ~~consent~~ second notice all such Certificates shall not have been surrendered for cancellation, the Certificate Administrator shall, directly or through an agent, take steps to contact the remaining non-tendering Certificateholders concerning surrender of their Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust and of contacting such Certificateholders following the first anniversary of the ~~Holders~~ delivery of ~~not less than 51%~~ such second notice to the non-tendering Certificateholders shall be paid out of ~~the aggregate Voting Rights~~ such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust as a result of ~~the Certificates then outstanding, as specified~~ such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(j) of the Pooling and Servicing Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon the Certificate. The Pooling and Servicing Agreement also permits the amendment thereof, in certain circumstances, without the consent of the Holders of any of the Certificates. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is ~~registrable~~ registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the ~~Corporate Trust Office~~ office of the Certificate ~~Registrar~~Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s ~~attorney~~ attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized ~~denominations~~ Denominations will be issued to the designated transferee or transferees. ~~Subject~~ Each Person who has or who acquires any Ownership Interest in a Class R Certificate shall be deemed by the acceptance or acquisition of such Ownership Interest to have agreed to be bound by the following provisions and to have irrevocably authorized the Trustee under Section 5.03(n) of the Pooling and Servicing Agreement to deliver payments to a Person other than such Person. The rights of each Person acquiring any Ownership Interest in a Class R Certificate are expressly subject to the ~~terms~~ following provisions: (A) no Person holding or acquiring any Ownership Interest in a Class R Certificate shall be a Disqualified Organization or agent thereof (including a nominee, middleman or similar person) (an “Agent”), a Plan or a Person acting on behalf of or investing the assets of a Plan (such Plan or Person, an “ERISA Prohibited Holder”) or a Non-U.S. Tax Person and shall promptly notify the Master Servicer, the Trustee and the Certificate Registrar of any change or impending change to such status; (B) in connection with any proposed Transfer of any Ownership Interest in a Class R Certificate, the Certificate Registrar shall require delivery to it, and no Transfer of any Class R Certificate shall be registered until the Certificate Registrar receives, an affidavit substantially in the form attached to the Pooling and Servicing Agreement as Exhibit D-1 (a “Transferee Affidavit”) from the proposed Transferee, in form and substance satisfactory to the Certificate Registrar, representing and warranting, among other things, that such Transferee is not a Disqualified Organization or Agent thereof, an ERISA Prohibited Holder or a Non-U.S. Tax Person, and that it has reviewed the provisions of Section 5.03(n) of the Pooling and Servicing Agreement and agrees to be bound by them; (C) notwithstanding the delivery of a Transferee Affidavit by a proposed Transferee under clause (B) above, if the Certificate Registrar has actual knowledge that the proposed Transferee is a Disqualified Organization or Agent thereof, an ERISA Prohibited Holder or a Non-U.S. Tax Person, no Transfer of an Ownership Interest in a Class R Certificate to such proposed Transferee shall be effected; and (D) each Person holding or acquiring any Ownership Interest in a Class R Certificate shall agree (1) to require a Transferee Affidavit from any prospective Transferee to whom such Person attempts to transfer its Ownership Interest in such Class R Certificate and (2) not to transfer its Ownership Interest in such Class R Certificate unless it provides to the Certificate Registrar a letter substantially in the form attached to the Pooling and Servicing Agreement as Exhibit D-2 (a “Transferor Letter”) certifying that, among other things, it has no actual knowledge or reason to know that the proposed Transferee’s statements in such Transferee Affidavit are false. The Class R Certificates will be issued in fully registered, certificated form, in minimum percentage interests of 10% and integral multiples of 1% in excess thereof. No fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange referred to in Section 5.03 of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor, the ~~Certificates are issuable~~ Transferor shall reimburse the Trust for any costs (including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided in ~~fully registered form only, without coupons, in minimum denominations specified in~~ Section 5.03 of the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations as requested ) incurred by the ~~Holder surrendering the same~~Certificate Registrar in connection with such transfer. ~~No service charge will be made for any such registration of transfer or exchange but the~~ The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any ~~tax~~ tax, expense or other governmental charge ~~that may be imposed~~ payable in connection with any such transfer or exchange of Certificates. Notwithstanding the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book entry facilities of DTCexchange. The ~~Depositor~~Trustee, the Certificate Administrator, the Master Servicer, the Special ~~Servicer, the Trust Advisor, the Trustee, the Custodian,~~ Servicer and the Certificate ~~Administrator, the Certificate Registrar, the Authenticating Agent~~ Registrar and any of their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and ~~none of~~ neither the ~~Depositor~~Trustee, the Master Servicer, the Special Servicer, the ~~Trust Advisor, the Trustee, the Custodian, the~~ Certificate ~~Administrator, the Certificate Registrar, the Authenticating Agent or~~ Registrar nor any such agents shall be affected by any notice to the contrary. The obligations and responsibilities of the Trustee and the Certificate Administrator created hereby (other than the obligation of the Certificate Administrator, to make payments to the Class R Certificateholders, as set forth in Section 11.3 of the Pooling and Servicing Agreement and other than the obligations in the nature of information or tax reporting) shall terminate on the earliest of (i) the later of (A) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust (and final distribution to the Certificateholders) and (B) the disposition of all REO Property (and final distribution to the Certificateholders), (ii) the sale of the property held by the Trust in accordance with Section 11.1(b) of the Pooling and Servicing Agreement, (iii) the termination of the Trust pursuant to Section 11.1(c) of the Pooling and Servicing Agreement or (iv) voluntary exchange by the Sole Certificateholder of all the outstanding Certificates (other than the Class R Certificates) for the remaining Mortgage Loans and REO Properties in the Trust Fund pursuant to the terms of Section 11.1(d) of the Pooling and Servicing Agreement; provided that in no event shall the Trust continue beyond the expiration of 21 years from the death of the last survivor of the descendants of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the late Ambassador of the United States to the Court of St. ▇▇▇▇▇, living on the date hereof. The parties designated in the Pooling and Servicing Agreement may ~~exercise their option~~ be amended from time to ~~purchase~~ time by the ~~Mortgage Loans and~~ parties thereto, without the consent of any ~~other property remaining in the Trust and cause the termination~~ of the ~~Trust in accordance with~~ Certificateholders or the requirements set forth in the Pooling and Servicing Agreement. Upon termination of the Trust and payment of the Certificates and of all administrative expenses associated with the Trust, any remaining assets of the Trust shall be distributed to the holders of the Class R Certificates. The Certificate Registrar has executed this Certificate under the Pooling and Servicing Agreement.Companion Holders:

Appears in 2 contracts

Sources: Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C25), Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2014-C23)

Certificate. evidencing a beneficial ownership interest in a New York common law trust (the “Trust”), consisting primarily of a pool of commercial and multifamily mortgage loans (the “Mortgage Loans”) and certain other property, formed and sold by THIS CERTIFIES THAT ~~CEDE & CO.~~ [_____] is the registered owner of this commercial mortgage pass-through certificate (this “Certificate”), which has been issued pursuant to the Pooling and Servicing Agreement, dated as specified above (the “Pooling and Servicing Agreement”), between ~~Banc of America ▇~~▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ~~Commercial Mortgage~~ Capital I Inc. (hereinafter called the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement), the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar and the Authenticating Agent, a summary of certain of the pertinent provisions of which is set forth hereafter. The Trust consists primarily of the Mortgage Loans, such amounts as shall from time to time be held in the Collection Account and Distribution Account, the Insurance Policies and any REO Properties. To the extent not defined herein, the capitalized terms used herein have the respective meanings assigned in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust ~~2013~~2014-C8C15, Commercial Mortgage ~~Pass-~~Pass- Through Certificates, Series ~~2013~~2014-C8 C15 (herein called the “Certificates”). The Certificates are issued in the Classes specified in the Pooling and Servicing Agreement and will evidence in the aggregate 100% of the beneficial ownership of the Trust. This Certificate represents an interest in the Class ~~A-3~~ V Certificates equal to the ~~quotient expressed as a~~ percentage ~~obtained by dividing the initial Certificate Balance of this Certificate~~ interest specified on the face ~~hereof by the initial Aggregate Certificate Balance of the Class A-3 Certificates~~hereof. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the parties thereto. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. The Holder of this Certificate shall be entitled to receive only certain amounts set forth in the Pooling and Servicing Agreement in respect of Excess Interest. Distributions ~~of principal of and interest~~ on this Certificate will be made out of the Available Distribution Amount, to the extent and subject to the limitations set forth in the Pooling and Servicing Agreement, on the 4th Business Day after the related Determination Date (a “Distribution Date”) ), commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered on the applicable Record Date. The Determination Date is the 11th day of each month, or, if the 11th day is not a Business Day, the next succeeding Business Day (a “Determination Date”), commencing on ~~March 11~~May 12, ~~2013~~2014. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the related Pass-Through Rate on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount due to this Certificate’s pro rata share of the amount to be distributed on the Class A-3 Certificates as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. Collateral Support Deficits shall be allocated on the applicable Distribution Date to the respective Classes of Principal Balance Certificates in the manner set forth in the Pooling and Servicing Agreement. All Collateral Support Deficits allocated to any Class of Principal Balance Certificates will be allocated pro rata among the outstanding Certificates of such Class. The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust. All distributions under the Pooling and Servicing Agreement ~~to a nominee of The Depository Trust Company (“DTC”)~~ will be made by or on behalf of the Certificate Administrator by check mailed to ~~such ▇▇▇▇▇▇~~the Holder’s address as it appears on the Certificate Register of the Certificate Registrar or, upon written request to the Certificate Administrator on or prior to the related Record Date (or upon standing instructions given to the Certificate Administrator on the Closing Date prior to any Record Date, which instructions may be revoked at any time thereafter upon written notice to the Certificate Administrator five (5) days prior to the related Record Date) made by a Certificateholder by wire transfer in immediately available funds to an account specified in the request of such Certificateholder. Notwithstanding the above, the final distribution on any Certificate will be made only upon presentation and surrender of such Certificate at the location that will be specified in a notice of the pendency of such final distribution. The Pooling and Servicing Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Certificateholders under the Pooling and Servicing Agreement at any time by the parties thereto with the consent of the Holders of not less than 51% of the aggregate Voting Rights of the Certificates then outstanding, as specified in the Pooling and Servicing Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon the Certificate. The Pooling and Servicing Agreement also permits the amendment thereof, in certain circumstances, without the consent of the Holders of any of the Certificates. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the Corporate Trust Office of the Certificate Registrar, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations will be issued to the designated transferee or transferees. ~~Subject~~ The Class V Certificates will be issued in fully registered, certificated form in minimum percentage interests of 10% and in multiples of 1% in excess thereof. No transfer, sale, pledge or other disposition of this Certificate or interest therein shall be made unless such transfer, sale, pledge or other disposition is exempt from the registration and/or qualification requirements of the Securities Act and any applicable state securities laws, or is otherwise made in accordance with the Securities Act and such state securities laws. If a transfer of any Non-Registered Certificate held as a Definitive Certificate is to be made without registration under the Securities Act (other than in connection with the initial issuance of the Certificates or a transfer of such Certificate by the Depositor or one of its Affiliates), then the Certificate Registrar shall refuse to register such transfer unless it receives (and upon receipt, may conclusively rely upon) either: (i) a certificate from the Certificateholder desiring to effect such transfer substantially in the form attached as Exhibit D-1 to the ~~terms of~~ Pooling and Servicing Agreement and a certificate from such Certificateholder’s prospective Transferee substantially in the form attached either as Exhibit D-2A or Exhibit D-2B to the Pooling and Servicing Agreement; or (ii) an opinion of counsel satisfactory to the Certificate Registrar to the effect that such transfer shall be made without registration under the Securities Act, together with the written certification(s) as to the facts surrounding such transfer from the Certificateholder desiring to effect such transfer and/or such Certificateholder’s prospective Transferee on which such opinion of counsel is based (which opinion of counsel shall not be an expense of the Trust or of the Depositor, the ~~Certificates are issuable~~ Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Trustee, the Trust Advisor or the Certificate Registrar in ~~fully registered form only, without coupons,~~ their respective capacities as such). No transfer of a Class V Certificate may be made to a Person that is not a Qualified Institutional Buyer or an Institutional Accredited Investor. No transfer of a Class V Certificate may be made in ~~minimum denominations specified in~~ book-entry form. No party to the Pooling and Servicing ~~Agreement~~Agreement is obligated to register or qualify any Class of Non-Registered Certificates under the Securities Act or any other securities law or to take any action not otherwise required under the Pooling and Servicing Agreement to permit the transfer of any Certificate. Any Certificateholder or Certificate Owner desiring to effect a transfer of this Certificate or interests therein shall, and does hereby agree to, indemnify each Underwriter, each Initial Purchaser and each party to the Pooling and Servicing Agreement against any liability that may result if the transfer is not exempt from such registration or qualification or is not made in accordance with such federal and state laws. No transfer of a Class V Certificate or any interest therein shall be made (A) to any employee benefit plan or other retirement arrangement, including individual retirement accounts and annuities, ▇▇▇▇▇ plans and collective investment funds and separate accounts, the assets of which are considered “plan assets” under U.S. Department of Labor Regulation Section 2510.3-101, as modified by Section 3(42) of ERISA, including, without limitation, insurance company general accounts, that is subject to Title I of ERISA or Section 4975 of the Code or any applicable federal, state or local law (“Similar Laws”) materially similar to the foregoing provisions of ERISA or the Code (each, a “Plan”), or (B) to any Person who is directly or indirectly purchasing such Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with “plan assets” of a Plan. Each Person who acquires any Class V Certificate (unless it shall have acquired such Certificate from the Depositor or an Affiliate thereof) shall be required to deliver to the Certificate Registrar a certification in the form of Exhibit D-2A or Exhibit D-2B to the Pooling and Servicing Agreement that includes a certification to the effect that it is neither a Plan nor any Person who is directly or indirectly purchasing such Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with “plan assets” of a Plan. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates. Notwithstanding the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book entry facilities of DTC. The Depositor, the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating Agent and any of their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating Agent or any such agents shall be affected by notice to the contrary. The obligations and responsibilities of the Trustee and the Certificate Administrator created hereby (other than the obligation of the Certificate Administrator, to make payments to the Class R Certificateholders, as set forth in Section 11.3 of the Pooling and Servicing Agreement and other than the obligations in the nature of information or tax reporting) shall terminate on the earliest of (i) the later of (A) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust (and final distribution to the Certificateholders) and (B) the disposition of all REO Property (and final distribution to the Certificateholders), (ii) the sale of the property held by the Trust in accordance with Section 11.1(b) of the Pooling and Servicing Agreement, (iii) the termination of the Trust pursuant to Section 11.1(c) of the Pooling and Servicing Agreement or (iv) voluntary exchange by the Sole Certificateholder of all the outstanding Certificates (other than the Class R Certificates) for the remaining Mortgage Loans and REO Properties in the Trust Fund pursuant to the terms of Section 11.1(d) of the Pooling and Servicing Agreement; provided that in no event shall the Trust continue beyond the expiration of 21 years from the death of the last survivor of the descendants of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the late Ambassador of the United States to the Court of St. ▇▇▇▇▇, living on the date hereof. The parties designated in the Pooling and Servicing Agreement may exercise their option to purchase the Mortgage Loans and any other property remaining in the Trust and cause the termination of the Trust in accordance with the requirements set forth in the Pooling and Servicing Agreement. Upon termination of the Trust and payment of the Certificates and of all administrative expenses associated with the Trust, any remaining assets of the Trust shall be distributed to the holders of the Class R Certificates. The Certificate Registrar has executed this Certificate under the Pooling and Servicing Agreement.and

Appears in 2 contracts

Sources: Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2014-C15), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2014-C15)

Certificate. ~~evidencing a~~ Evidencing the 100% beneficial ~~ownership~~ interest in ~~a New York common law trust~~ all of the assets of the Issuer (~~the “Trust”~~as defined below), ~~consisting~~ which consist primarily of ~~a pool of commercial~~ motor vehicle receivables, including motor vehicle retail installment sales contracts and/or installment loans that are secured by new and ~~multifamily mortgage loans (the~~ used automobiles, light-duty trucks and motorcycles. THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR ANY OTHER APPLICABLE SECURITIES OR “~~Mortgage Loans”) and certain other property~~BLUE SKY” LAWS OF ANY STATE OR OTHER JURISDICTION, ~~formed and sold by~~ AND MAY NOT BE RESOLD, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR ANY OTHER APPLICABLE SECURITIES OR “BLUE SKY” LAWS, PURSUANT TO AN EXEMPTION THEREFROM OR IN A TRANSACTION NOT SUBJECT THERETO. THIS CERTIFIES THAT ~~CEDE & CO.~~ is the registered owner of ~~this commercial mortgage pass~~a 100% nonassessable, fully-~~through certificate (this “Certificate”)~~paid, ~~which has been issued pursuant to~~ beneficial interest in the ~~Pooling and Servicing Agreement~~Trust Estate of CAPITAL ONE PRIME AUTO RECEIVABLES TRUST 2006-1, ~~dated as specified above~~ a Delaware statutory trust (the “~~Pooling~~ Issuer”) formed by Capital One Auto Receivables, LLC, a Delaware limited liability company, as depositor (the “Seller”). The Issuer was created pursuant to a Trust Agreement dated as of January 20, 2006 (as amended and ~~Servicing~~ restated as of March 9, 2006, the “Trust Agreement”), between ~~Banc of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Commercial Mortgage Inc.~~ the Seller and Wilmington Trust Company, as owner trustee (~~hereinafter called~~ the “~~Depositor~~Owner Trustee”~~, which term includes any successor entity under the Pooling and Servicing Agreement~~)~~, the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar and the Authenticating Agent~~, a summary of certain of the pertinent provisions of which is set forth hereafter. The Trust consists primarily of the Mortgage Loans, such amounts as shall from time to time be held in the Collection Account and Distribution Account, the Insurance Policies and any REO Propertiesbelow. To the extent not otherwise defined herein, the capitalized terms used herein have the ~~respective~~ meanings assigned to them in the ~~Pooling~~ Sale and Servicing Agreement~~. This Certificate is one~~ , dated as of ~~a duly authorized issue of Certificates designated~~ March 9, 2006, between the Seller, the Issuer, JPMorgan Chase Bank, N.A., as Indenture Trustee, and Capital One Auto Finance, Inc., as Servicer, as the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C8, Commercial Mortgage Pass-Through Certificates, Series 2013-C8 (herein called the “Certificates”). The Certificates are issued in the Classes specified in the Pooling and Servicing Agreement and will evidence in the aggregate 100% of the beneficial ownership of the Trust. This Certificate represents an interest in the Class A-3 Certificates equal same may be amended or supplemented from time to the quotient expressed as a percentage obtained by dividing the initial Certificate Balance of this Certificate specified on the face hereof by the initial Aggregate Certificate Balance of the Class A-3 Certificates. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the parties theretotime. This Certificate is issued under and is subject to the terms, provisions and conditions of the ~~Pooling and Servicing~~ Trust Agreement, to which ~~Pooling and Servicing Agreement, as amended from time to time,~~ Trust Agreement the ~~Holder~~ holder of this Certificate by virtue of the acceptance hereof assents and by which such ~~Holder~~ holder is bound. ~~In the case of any conflict between terms specified in this Certificate~~ The provisions and ~~terms specified in the Pooling and Servicing Agreement, the terms~~ conditions of the ~~Pooling and Servicing~~ Trust Agreement ~~shall govern. Distributions of principal of and interest on this Certificate will be made out of the Available Distribution Amount, to the extent and subject to the limitations~~ are hereby incorporated by reference as though set forth in the Pooling and Servicing Agreement, on the 4th Business Day after the related Determination Date (a “Distribution Date”) commencing on the First Distribution Date specified above, to the Person in whose name their entirety herein. The holder of this Certificate ~~is registered on the applicable Record Date. The Determination Date is the 11th day~~ acknowledges and agrees that its rights to receive distributions in respect of ~~each month, or, if the 11th day is not a Business Day, the next succeeding Business Day (a “Determination Date”), commencing on March 11, 2013. All sums distributable on~~ this Certificate are ~~payable~~ subordinated to the rights of the Noteholders as described in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the related Pass-Through Rate on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount due to this Certificate’s pro rata share of the amount to be distributed on the Class A-3 Certificates as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. Collateral Support Deficits shall be allocated on the applicable Distribution Date to the respective Classes of Principal Balance Certificates in the manner set forth in the Pooling and Servicing Agreement. All Collateral Support Deficits allocated to any Class of Principal Balance Certificates will be allocated pro rata among the outstanding Certificates of such Class. The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust. All distributions under the Pooling and Servicing Agreement to a nominee of The Depository Trust Company (“DTC”) will be made by or on behalf of the Certificate Administrator by check mailed to such ▇▇▇▇▇▇’s address as it appears on the Certificate Register of the Certificate Registrar or, upon written request to the Certificate Administrator on or prior to the related Record Date (or upon standing instructions given to the Certificate Administrator on the Closing Date prior to any Record Date, which instructions may be revoked at any time thereafter upon written notice to the Certificate Administrator five (5) days prior to the related Record Date) made by a Certificateholder by wire transfer in immediately available funds to an account specified in the request of such Certificateholder. Notwithstanding the aboveIndenture, the final distribution on any Certificate will be made only upon presentation and surrender of such Certificate at the location that will be specified in a notice of the pendency of such final distribution. The Pooling and Servicing Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Certificateholders under the Pooling and Servicing Agreement at any time by the parties thereto with the consent of the Holders of not less than 51% of the aggregate Voting Rights of the Certificates then outstanding, as specified in the Pooling and Servicing Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon the Certificate. The Pooling and Servicing Agreement also permits the amendment thereof, in certain circumstances, without the consent of the Holders of any of the Certificates. As provided in the Pooling Sale and Servicing Agreement and the Trust Agreement, as applicable. By accepting this Certificate, the Certificateholder hereby covenants and agrees that prior to the date which is one year and one day after payment in full of all obligations of each Bankruptcy Remote Party in respect of all securities issued by the Bankruptcy Remote Parties (i) such Person shall not authorize such Bankruptcy Remote Party to commence a voluntary winding-up or other voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to such Bankruptcy Remote Party or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect in any jurisdiction or seeking the appointment of an administrator, a trustee, receiver, liquidator, custodian or other similar official with respect to such Bankruptcy Remote Party or any substantial part of its property or to consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against such Bankruptcy Remote Party, or to make a general assignment for the benefit of any party hereto or any other creditor of such Bankruptcy Remote Party, and (ii) such Person shall not commence or join with any other Person in commencing any proceeding against such Bankruptcy Remote Party under any bankruptcy, reorganization, liquidation or insolvency law or statute now or hereafter in effect in any jurisdiction. This Certificate may not be acquired by or for the account of or with the assets of (a) an employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to ~~certain limitations therein set forth~~the provisions of Title I of ERISA, (b) a plan described in Section 4975(e)(1) of the Code or (c) any entity whose underlying assets include plan assets by reason of an employee benefit plan’s or other plan’s investment in the entity (each, a “Benefit Plan”). By accepting and holding this Certificate, the ~~transfer~~ holder hereof shall be deemed to have represented and warranted that it is not a Benefit Plan and is not purchasing on behalf of ~~this Certificate~~ a Benefit Plan. It is ~~registrable in~~ the ~~Certificate Register upon surrender of this Certificate for registration of transfer at the Corporate Trust Office~~ intention of the ~~Certificate Registrar, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory~~ parties to the ~~Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney duly authorized in writing~~Trust Agreement that, solely for income and thereupon one or more new Certificates of the same Class in authorized denominations will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreementfranchise tax purposes, the Certificates are issuable in fully registered form only, without coupons, in minimum denominations specified in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates. Notwithstanding the foregoing, for (i) so long as ~~this Certificate~~ there is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book entry facilities of DTC. The Depositora single Certificateholder, the ~~Master Servicer~~Issuer will be disregarded as an entity separate from such Certificateholder, and if there is more than one Certificateholder, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating Agent and any of their agents may treat the Person in whose name this Certificate is registered Issuer will be treated as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating Agent or any such agents shall be affected by notice to the contrary. The obligations and responsibilities of the Trustee and the Certificate Administrator created hereby (other than the obligation of the Certificate Administrator, to make payments to the Class R Certificateholders, as set forth in Section 11.3 of the Pooling and Servicing Agreement and other than the obligations in the nature of information or tax reporting) shall terminate on the earliest of (i) the later of (A) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust (and final distribution to the Certificateholders) and (B) the disposition of all REO Property (and final distribution to the Certificateholders), a partnership; (ii) the ~~sale of the property held by the Trust in accordance with Section 11.1(b) of the Pooling~~ Seller will be disregarded as an entity separate from COAF; and ~~Servicing Agreement,~~ (iii) the ~~termination~~ Notes will be characterized as debt. By accepting this Certificate, the Certificateholder agrees to take no action inconsistent with the foregoing intended tax treatment. By accepting this Certificate, the Certificateholder acknowledges that this Certificate represents a beneficial interest in the Issuer only and does not represent interests in or obligations of the Seller, the Servicer, the Administrator, the Owner Trustee, the Indenture Trustee or any of their respective Affiliates and no recourse may be had against such parties or their assets, except as expressly set forth or contemplated in this Certificate, the Trust ~~pursuant to Section 11.1(c) of the Pooling and Servicing~~ Agreement or (iv) voluntary exchange by the Sole Certificateholder of all the outstanding Certificates (other than the Class R Certificates) for the remaining Mortgage Loans and REO Properties in the Trust Fund pursuant to the terms of Section 11.1(d) of the Pooling and Servicing Agreement; provided that in no event shall the Trust continue beyond the expiration of 21 years from the death of the last survivor of the descendants of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the late Ambassador of the United States to the Court of St. ▇▇▇▇▇, living on the date hereof. The parties designated in the Pooling and Servicing Agreement may exercise their option to purchase the Mortgage Loans and any other property remaining in the Trust and cause the termination of the Trust in accordance with the requirements set forth in the Pooling and Servicing Agreement. Upon termination of the Trust and payment of the Certificates and of all administrative expenses associated with the Trust, any remaining assets of the Trust shall be distributed to the holders of the Class R Certificates. The Certificate Registrar has executed this Certificate under the Pooling and Servicing AgreementTransaction Document.

Appears in 1 contract

Sources: Trust Agreement (Capital One Prime Auto Receivables Trust 2006-1)

Certificate. ~~evidencing a~~ The undersigned hereby certifies that the Rights evidenced by this Rights Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). ------------------------------------- Signature ----------------------------------------------------- NOTICE The signature in the foregoing Form of Assignment must conform to the name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment is not completed, the Company and the Rights Agent will deem the beneficial ~~ownership interest~~ owner of the Rights evidenced by this Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in ~~a New York common law trust (~~the ~~“Trust”), consisting primarily of a pool of commercial and multifamily mortgage loans (the “Mortgage Loans”~~Rights Agreement) and ~~certain other property~~such Assignment will not be honored. FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise the Rights Certificate.) To OAK TECHNOLOGY, formed and sold by THIS CERTIFIES THAT CEDE & CO. is the registered owner of this commercial mortgage pass-through certificate (this “Certificate”), which has been issued pursuant to the Pooling and Servicing Agreement, dated as specified above (the “Pooling and Servicing Agreement”), between Banc of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Commercial Mortgage Inc. (hereinafter called the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement), the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar and the Authenticating Agent, a summary of certain of the pertinent provisions of which is set forth hereafterINC. The ~~Trust consists primarily~~ undersigned hereby irrevocably elects to exercise _________________ Rights represented by this Rights Certificate to purchase the units of Series A Preferred Stock issuable upon the ~~Mortgage Loans,~~ exercise of such ~~amounts as shall from time to time~~ Rights and requests that certificates for such Series A Preferred Stock be held in the Collection Account and Distribution Account, the Insurance Policies and any REO Properties. To the extent not defined herein, the capitalized terms used herein have the respective meanings assigned in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C8, Commercial Mortgage Pass-Through Certificates, Series 2013-C8 (herein called the “Certificates”). The Certificates are issued in the ~~Classes specified in the Pooling~~ name of: Please insert social security or other identifying number -------------------------------------------------- (Please print name and ~~Servicing Agreement and will evidence in the aggregate 100%~~ address) If such number of the beneficial ownership of the Trust. This Certificate represents an interest in the Class A-3 Certificates equal to the quotient expressed as a percentage obtained by dividing the initial Certificate Balance of this Certificate specified on the face hereof by the initial Aggregate Certificate Balance of the Class A-3 Certificates. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the parties thereto. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. Distributions of principal of and interest on this Certificate will be made out of the Available Distribution Amount, to the extent and subject to the limitations set forth in the Pooling and Servicing Agreement, on the 4th Business Day after the related Determination Date (a “Distribution Date”) commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered on the applicable Record Date. The Determination Date is the 11th day of each month, or, if the 11th day is not a Business Day, the next succeeding Business Day (a “Determination Date”), commencing on March 11, 2013. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the related Pass-Through Rate on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount due to this Certificate’s pro rata share of the amount to be distributed on the Class A-3 Certificates as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate Rights shall not be ~~entitled to any benefit under~~ all the ~~Pooling and Servicing Agreement or be valid~~ Rights evidenced by this Rights Certificate, a new Rights Certificate for ~~any purpose. Collateral Support Deficits~~ the balance remaining of such Rights shall be allocated on the applicable Distribution Date to the respective Classes of Principal Balance Certificates in the manner set forth in the Pooling and Servicing Agreement. All Collateral Support Deficits allocated to any Class of Principal Balance Certificates will be allocated pro rata among the outstanding Certificates of such Class. The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust. All distributions under the Pooling and Servicing Agreement to a nominee of The Depository Trust Company (“DTC”) will be made by or on behalf of the Certificate Administrator by check mailed to such ▇▇▇▇▇▇’s address as it appears on the Certificate Register of the Certificate Registrar or, upon written request to the Certificate Administrator on or prior to the related Record Date (or upon standing instructions given to the Certificate Administrator on the Closing Date prior to any Record Date, which instructions may be revoked at any time thereafter upon written notice to the Certificate Administrator five (5) days prior to the related Record Date) made by a Certificateholder by wire transfer in immediately available funds to an account specified in the request of such Certificateholder. Notwithstanding the above, the final distribution on any Certificate will be made only upon presentation and surrender of such Certificate at the location that will be specified in a notice of the pendency of such final distribution. The Pooling and Servicing Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Certificateholders under the Pooling and Servicing Agreement at any time by the parties thereto with the consent of the Holders of not less than 51% of the aggregate Voting Rights of the Certificates then outstanding, as specified in the Pooling and Servicing Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon the Certificate. The Pooling and Servicing Agreement also permits the amendment thereof, in certain circumstances, without the consent of the Holders of any of the Certificates. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the Corporate Trust Office of the Certificate Registrar, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreement, the Certificates are issuable in fully registered form only, without coupons, in minimum denominations specified in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates. Notwithstanding the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book entry facilities of DTC. The Depositor, the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating Agent and any of their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating Agent or any such agents shall be affected by notice to the contrary. The obligations and responsibilities of the Trustee and the Certificate Administrator created hereby (other than the obligation of the Certificate Administrator, to make payments to the Class R Certificateholders, as set forth in Section 11.3 of the Pooling and Servicing Agreement and other than the obligations in the nature of information or tax reporting) shall terminate on the earliest of (i) the later of (A) the final payment delivered to: Please insert social security or other ~~liquidation of the last Mortgage Loan remaining~~ identifying number -------------------------------------------------- (Please print name and address) Dated: , ------------------ ---- ----------------------------------- Signature Signature Guaranteed: Signatures must be guaranteed by a participant in the Trust (and final distribution to the Certificateholders) and (B) the disposition of all REO Property (and final distribution to the Certificateholders), (ii) the sale of the property held by the Trust in accordance with Section 11.1(b) of the Pooling and Servicing Agreement, (iii) the termination of the Trust pursuant to Section 11.1(c) of the Pooling and Servicing Agreement or (iv) voluntary exchange by the Sole Certificateholder of all the outstanding Certificates (other than the Class R Certificates) for the remaining Mortgage Loans and REO Properties in the Trust Fund pursuant to the terms of Section 11.1(d) of the Pooling and Servicing Agreement; provided that in no event shall the Trust continue beyond the expiration of 21 years from the death of the last survivor of the descendants of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the late Ambassador of the United States to the Court of St. ▇▇▇▇▇, living on the date hereof. The parties designated in the Pooling and Servicing Agreement may exercise their option to purchase the Mortgage Loans and any other property remaining in the Trust and cause the termination of the Trust in accordance with the requirements set forth in the Pooling and Servicing Agreement. Upon termination of the Trust and payment of the Certificates and of all administrative expenses associated with the Trust, any remaining assets of the Trust shall be distributed to the holders of the Class R Certificates. The Certificate Registrar has executed this Certificate under the Pooling and Servicing Agreementa Securities Transfer Association Inc. recognized signature guarantee medallion program.

Appears in 1 contract

Sources: Rights Agreement (Oak Technology Inc)

Certificate. ~~evidencing a beneficial ownership interest in a New York common law trust (~~During the “Trust”), consisting primarily of a pool of commercial and multifamily mortgage loans (the “Mortgage Loans”) and certain other property, formed and sold by THIS CERTIFIES THAT CEDE & CO. is the registered owner term of this ~~commercial mortgage pass-through certificate (this “Certificate”), which has been issued pursuant to the Pooling and Servicing~~ Agreement, dated as specified above (the “Pooling and Servicing Agreement”), between Banc of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Commercial Mortgage Inc. (hereinafter called the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement), the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar and the Authenticating Agent, a summary of certain of the pertinent provisions of which is set forth hereafter. The Trust consists primarily of the Mortgage Loans, such amounts as shall from time to time be held in the Collection Account and Distribution Account, the Insurance Policies and any REO Properties. To the extent not defined herein, the capitalized terms used herein have the respective meanings assigned in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C8, Commercial Mortgage Pass-Through Certificates, Series 2013-C8 (herein called the “Certificates”). The Certificates are issued in the Classes specified in the Pooling and Servicing Agreement and will evidence in the aggregate 100% of the beneficial ownership of the Trust. This Certificate represents an interest in the Class A-3 Certificates equal to the quotient expressed as a percentage obtained by dividing the initial Certificate Balance of this Certificate specified on the face hereof by the initial Aggregate Certificate Balance of the Class A-3 Certificates. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the parties thereto. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. Distributions of principal of and interest on this Certificate will be made out of the Available Distribution Amount, to the extent and subject to the limitations set forth in the Pooling and Servicing Agreement, on the 4th Business Day after the related Determination Date (a “Distribution Date”) commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered on the applicable Record Date. The Determination Date is the 11th day of each month, or, if the 11th day is not a Business Day, the next succeeding Business Day (a “Determination Date”), commencing on March 11, 2013. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the related Pass-Through Rate on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount due to this Certificate’s pro rata share of the amount to be distributed on the Class A-3 Certificates as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. Collateral Support Deficits shall be allocated on the applicable Distribution Date to the respective Classes of Principal Balance Certificates in the manner set forth in the Pooling and Servicing Agreement. All Collateral Support Deficits allocated to any Class of Principal Balance Certificates will be allocated pro rata among the outstanding Certificates of such Class. The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust. All distributions under the Pooling and Servicing Agreement to a nominee of The Depository Trust Company (“DTC”) will be made by or on behalf of the Certificate Administrator by check mailed to such ▇▇▇▇▇▇’s address as it appears on the Certificate Register of the Certificate Registrar or, upon written request to the Certificate Administrator on or prior to the ~~related Record Date (or upon standing instructions given to~~ date that the Certificate Administrator on the Closing Date prior to any Record Date, which instructions may be revoked at any time thereafter upon written notice to the Certificate Administrator five (5) days prior to the related Record Date) made by a Certificateholder by wire transfer in immediately available funds to an account specified in the request of such Certificateholder. Notwithstanding the above, the final distribution on any Certificate will be made only upon presentation and surrender of such Certificate at the location that will be specified in a notice of the pendency of such final distribution. The Pooling and Servicing Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Certificateholders under the Pooling and Servicing Agreement at any time by the parties thereto with the consent of the Holders of not less than 51% of the aggregate Voting Rights of the Certificates then outstanding, as specified in the Pooling and Servicing Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon the Certificate. The Pooling and Servicing Agreement also permits the amendment thereof, in certain circumstances, without the consent of the Holders of any of the Certificates. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the Corporate first Trust Office of the Certificate Registrar, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations will be issued to the designated transferee or transferees. Subject Units are sold pursuant to the terms of this Agreement and each time the ~~Pooling~~ Trust: (a) files a Shelf Prospectus Supplement and ~~Servicing Agreement~~a U.S. Shelf Prospectus Supplement relating to Placement Trust Units or amends the Prospectus (other than an amendment pursuant to section 5.8 of NI 44-102) or the U.S. Prospectus; (b) files an annual information form in English in Canada and an annual report on Form 40-F under the Exchange Act (“Form 40-F”) in the U.S.; or (c) files interim financial statements in English in Canada and furnishes such statements on Form 6-K under the Exchange Act (“Form 6-K”) in the U.S. or files any amended interim financial statements in English in Canada or furnishes any such statements on Form 6-K in the U.S.; each date of filing or furnishing of one or more of the documents referred to in clauses (a) through (d) above shall be a “Representation Date”, the ~~Certificates are issuable in fully registered form only, without coupons, in minimum denominations specified~~ Trust shall furnish the Underwriters with a certificate in the ~~Pooling~~ form attached hereto as Exhibit A, and ~~Servicing Agreement. As provided~~ the Manager shall furnish the Underwriters with a certificate in the ~~Pooling and Servicing Agreement and subject~~ form attached as Exhibit B. The requirement to ~~certain limitations therein set forth~~provide a certificate under this Section 9.2 shall be waived for any Representation Date occurring at a time at which no Placement Notice is pending, ~~Certificates are exchangeable for new Certificates~~ which waiver shall continue until the earlier to occur of the ~~same Class in authorized denominations as requested by~~ date the ~~Holder surrendering~~ Trust delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the same. No service charge will be made for any such registration of transfer or exchange but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificatesnext occurring Representation Date. Notwithstanding the foregoing, ~~for so long as~~ if the Trust subsequently decides to sell Placement Trust Units following a Representation Date when the Trust relied on such waiver and did not provide the Underwriters with a certificate under this ~~Certificate is registered in~~ Section 9.2, then before the ~~name of Cede & Co.~~ Trust delivers the Placement Notice or ~~in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall be made through~~ the ~~book entry facilities of DTC. The Depositor, the Master Servicer, the Special Servicer~~Underwriters sell any Placement Trust Units, the Trust ~~Advisor~~shall provide the Underwriters with a certificate, in the ~~Trustee~~form attached hereto as Exhibit A and the Manager shall provide the Underwriters with a certificate, in the ~~Custodian~~form attached hereto as Exhibit B, in each case dated the Certificate Administrator, the Certificate Registrar, the Authenticating Agent and any of their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none date of the Depositor, the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating Agent or any such agents shall be affected by notice to the contrary. The obligations and responsibilities of the Trustee and the Certificate Administrator created hereby (other than the obligation of the Certificate Administrator, to make payments to the Class R Certificateholders, as set forth in Section 11.3 of the Pooling and Servicing Agreement and other than the obligations in the nature of information or tax reporting) shall terminate on the earliest of (i) the later of (A) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust (and final distribution to the Certificateholders) and (B) the disposition of all REO Property (and final distribution to the Certificateholders), (ii) the sale of the property held by the Trust in accordance with Section 11.1(b) of the Pooling and Servicing Agreement, (iii) the termination of the Trust pursuant to Section 11.1(c) of the Pooling and Servicing Agreement or (iv) voluntary exchange by the Sole Certificateholder of all the outstanding Certificates (other than the Class R Certificates) for the remaining Mortgage Loans and REO Properties in the Trust Fund pursuant to the terms of Section 11.1(d) of the Pooling and Servicing Agreement; provided that in no event shall the Trust continue beyond the expiration of 21 years from the death of the last survivor of the descendants of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the late Ambassador of the United States to the Court of St. ▇▇▇▇▇, living on the date hereof. The parties designated in the Pooling and Servicing Agreement may exercise their option to purchase the Mortgage Loans and any other property remaining in the Trust and cause the termination of the Trust in accordance with the requirements set forth in the Pooling and Servicing Agreement. Upon termination of the Trust and payment of the Certificates and of all administrative expenses associated with the Trust, any remaining assets of the Trust shall be distributed to the holders of the Class R Certificates. The Certificate Registrar has executed this Certificate under the Pooling and Servicing AgreementPlacement Notice.

Appears in 1 contract

Sources: Equity Distribution Agreement (Pengrowth Energy Trust)

Certificate. evidencing a beneficial ownership interest in a New York common law trust (the “Trust”), consisting primarily of a pool of commercial and multifamily mortgage loans (the “Mortgage Loans”) and certain other property, formed and sold by THIS CERTIFIES THAT CEDE & CO. is the registered owner of this commercial mortgage pass-through certificate (this “Certificate”), which has been issued pursuant to the Pooling and Servicing Agreement, dated as specified above (the “Pooling and Servicing Agreement”), between ~~Banc of America~~ M▇▇▇▇▇ S▇▇▇▇▇▇ ~~▇▇▇▇▇ Commercial Mortgage~~ Capital I Inc. (hereinafter called the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement), the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar and the Authenticating Agent, a summary of certain of the pertinent provisions of which is set forth hereafter. The Trust consists primarily of the Mortgage Loans, such amounts as shall from time to time be held in the Collection Account and Distribution Account, the Insurance Policies and any REO Properties. To the extent not defined herein, the capitalized terms used herein have the respective meanings assigned in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as the ▇M▇▇▇▇▇ ▇S▇▇▇▇▇▇ Bank of America ▇M▇▇▇▇▇▇ ▇L▇▇▇▇ Trust ~~2013~~2014-C8C15, Commercial Mortgage Pass-Through Certificates, Series ~~2013~~2014-C8 C15 (herein called the “Certificates”). The Certificates are issued in the Classes specified in the Pooling and Servicing Agreement and will evidence in the aggregate 100% of the beneficial ownership of the Trust. This Certificate represents an interest in the Class A-3 Certificates equal to the quotient expressed as a percentage obtained by dividing the initial Certificate Balance of this Certificate specified on the face hereof by the initial Aggregate Certificate Balance of the Class A-3 Certificates. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the parties thereto. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. Distributions of principal of and interest on this Certificate will be made out of the Available Distribution Amount, to the extent and subject to the limitations set forth in the Pooling and Servicing Agreement, on the 4th Business Day after the related Determination Date (a “Distribution Date”) commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered on the applicable Record Date. The Determination Date is the 11th day of each month, or, if the 11th day is not a Business Day, the next succeeding Business Day (a “Determination Date”), commencing on ~~March 11~~May 12, ~~2013~~2014. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the related Pass-Through Rate on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount due to this Certificate’s pro rata share of the amount to be distributed on the Class A-3 Certificates as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. Collateral Support Deficits shall be allocated on the applicable Distribution Date to the respective Classes of Principal Balance Certificates in the manner set forth in the Pooling and Servicing Agreement. All Collateral Support Deficits allocated to any Class of Principal Balance Certificates will be allocated pro rata among the outstanding Certificates of such Class. The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust. All distributions under the Pooling and Servicing Agreement to a nominee of The Depository Trust Company (“DTC”) will be made by or on behalf of the Certificate Administrator by check mailed to such ~~▇▇▇▇▇▇~~Holder’s address as it appears on the Certificate Register of the Certificate Registrar or, upon written request to the Certificate Administrator on or prior to the related Record Date (or upon standing instructions given to the Certificate Administrator on the Closing Date prior to any Record Date, which instructions may be revoked at any time thereafter upon written notice to the Certificate Administrator five (5) days prior to the related Record Date) made by a Certificateholder by wire transfer in immediately available funds to an account specified in the request of such Certificateholder. Notwithstanding the above, the final distribution on any Certificate will be made only upon presentation and surrender of such Certificate at the location that will be specified in a notice of the pendency of such final distribution. The Pooling and Servicing Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Certificateholders under the Pooling and Servicing Agreement at any time by the parties thereto with the consent of the Holders of not less than 51% of the aggregate Voting Rights of the Certificates then outstanding, as specified in the Pooling and Servicing Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon the Certificate. The Pooling and Servicing Agreement also permits the amendment thereof, in certain circumstances, without the consent of the Holders of any of the Certificates. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the Corporate Trust Office of the Certificate Registrar, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreement, the Certificates are issuable in fully registered form only, without coupons, in minimum denominations specified in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates. Notwithstanding the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book entry facilities of DTC. The Depositor, the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating Agent and any of their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating Agent or any such agents shall be affected by notice to the contrary. The obligations and responsibilities of the Trustee and the Certificate Administrator created hereby (other than the obligation of the Certificate Administrator, to make payments to the Class R Certificateholders, as set forth in Section 11.3 of the Pooling and Servicing Agreement and other than the obligations in the nature of information or tax reporting) shall terminate on the earliest of (i) the later of (A) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust (and final distribution to the Certificateholders) and (B) the disposition of all REO Property (and final distribution to the Certificateholders), (ii) the sale of the property held by the Trust in accordance with Section 11.1(b) of the Pooling and Servicing ~~Agreement, (iii) the termination of the Trust pursuant to Section 11.1(c) of the Pooling and Servicing~~ Agreement or (iviii) voluntary exchange by the Sole Certificateholder of all the outstanding Certificates (other than the Class V and Class R Certificates) for the remaining Mortgage Loans and REO Properties in the Trust Fund pursuant to the terms of Section 11.1(d) of the Pooling and Servicing Agreement; provided that in no event shall the Trust continue beyond the expiration of 21 years from the death of the last survivor of the descendants of ▇J▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the late Ambassador of the United States to the Court of St. ▇J▇▇▇▇, living on the date hereof. The parties designated in the Pooling and Servicing Agreement may exercise their option to purchase the Mortgage Loans and any other property remaining in the Trust and cause the termination of the Trust in accordance with the requirements set forth in the Pooling and Servicing Agreement. Upon termination of the Trust and payment of the Certificates and of all administrative expenses associated with the Trust, any remaining assets of the Trust shall be distributed to the holders of the Class R Certificates. The Certificate Registrar has executed this Certificate under the Pooling and Servicing Agreement.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2014-C16)

Certificate. evidencing a beneficial ownership interest in a ~~New York common law trust (the “~~Trust”), consisting primarily of a pool of commercial and multifamily mortgage loans (the “"Mortgage Loans”") and certain other property, formed and sold by BEAR ▇▇▇▇▇▇▇ COMMERCIAL MORTGAGE SECURITIES INC. THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced by this ~~commercial mortgage pass-through certificate (this “Certificate”), which has been~~ Certificate in the Class X-2 Certificates issued by the Trust created pursuant to the Pooling and Servicing Agreement, dated as specified above (the “"Pooling and Servicing Agreement”"), ~~between Banc of America~~ among Bear ▇▇▇▇▇▇▇ ~~▇▇▇▇▇~~ Commercial Mortgage Securities Inc. (hereinafter called the “"Depositor”, ," which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Fiscal Agent, the Paying Agent, the Certificate Registrar, the Master ~~Servicer,~~ Servicer and the Special Servicer~~, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar and the Authenticating Agent~~, a summary of certain of the pertinent provisions of which is set forth hereafter. The Trust consists primarily of the Mortgage Loans, such amounts as shall from time to time be held in the ~~Collection~~ Certificate Account and Distribution Account, the Insurance Policies and any REO Properties. To the extent not defined herein, the capitalized terms used herein have the ~~respective~~ meanings assigned in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as Certificates of the ~~▇▇▇▇▇▇~~ series specified on the face hereof (herein called the "Certificates") and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage obtained by dividing the Notional Amount of this Certificate specified on the face hereof by the initial aggregate Notional Amount of the Class X-2 Certificates. The Certificates are designated as the Bear ▇▇▇▇▇▇▇ ~~Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C8~~Commercial Mortgage Securities Inc., Commercial Mortgage Pass-Through Certificates, Series ~~2013~~2002-~~C8 (herein called the “Certificates”). The Certificates~~ TOP6 and are issued in the Classes specified in the Pooling and Servicing ~~Agreement and~~ Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership of the Trust. This Certificate represents an interest in the Class A-3 Certificates equal to the quotient expressed as a percentage obtained by dividing the initial Certificate Balance of this Certificate specified on the face hereof by the initial Aggregate Certificate Balance of the Class A-3 Certificates. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that ~~agreement~~ Agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the ~~parties thereto~~Trustee and the Paying Agent. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the ~~Holder of this Certificate~~ Certificateholder by virtue of the acceptance hereof assents and by which ~~such Holder~~ the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. Distributions of ~~principal of and~~ interest on this Certificate will be made out of the Available Distribution Amount, to the extent and subject to the limitations set forth in the Pooling and Servicing Agreement, on the ~~4th~~ 15th day of each month or, if such 15th day is not a Business Day, the next succeeding Business Day ~~after the related Determination Date~~ (a “"Distribution Date”") commencing on the ~~First~~ first Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the ~~applicable~~ last Business Day of the month immediately preceding the month of such distribution (the "Record Date~~. The Determination Date is the 11th day of each month, or, if the 11th day is not a Business Day, the next succeeding Business Day (a “Determination Date”~~")~~, commencing on March 11, 2013~~. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the ~~related~~ Pass-Through Rate specified above on the ~~Certificate Balance~~ Notional Amount of this Certificate immediately prior to each Distribution Date. ~~Principal and interest~~ Interest allocated to this Certificate on any Distribution Date will be in an amount due to this Certificate’s 's pro rata share of the amount to be distributed on the Certificates of this Class ~~A-3 Certificates~~ as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. ~~Collateral Support Deficits~~ Realized Losses and interest shortfalls on the Mortgage Loans shall be allocated on the applicable Distribution Date to ~~the respective Classes of Principal Balance Certificates~~ Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All ~~Collateral Support Deficits~~ Realized Losses and interest shortfalls on the Mortgage Loans allocated to any Class of ~~Principal Balance~~ Certificates will be allocated pro rata among the outstanding Certificates of such Class. The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the ~~Collection~~ Certificate Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust. All distributions under the Pooling and Servicing Agreement to a nominee of The Depository Trust Company (“"DTC”") will be made by or on behalf of the Certificate Administrator by check mailed to such ▇▇▇▇▇▇’s address as it appears on the Certificate Register of the Certificate Registrar or, upon written request to the Certificate Administrator on or prior to the related Record Date (or upon standing instructions given to the Certificate Administrator on the Closing Date prior to any Record Date, which instructions may be revoked at any time thereafter upon written notice to the Certificate Administrator five (5) days prior to the related Record Date) made by a Certificateholder Paying Agent by wire transfer in immediately available funds to an account specified in the request of such Certificateholder. All distributions under the Pooling and Servicing Agreement to Certificateholders will be made by wire transfer in immediately available funds to the account specified by the Certificateholder, at a bank or other entity having appropriate facilities therefor, if such Certificateholder will have provided the Paying Agent with wiring instructions on or prior to the related Record Date or otherwise by check mailed to such Certificateholder. Notwithstanding the above, the final distribution on any Certificate will be made only upon presentation and surrender of such Certificate at the location that will be specified in a notice of the pendency of such final distribution. The Pooling and Servicing Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Certificateholders under the Pooling and Servicing Agreement at any time by the parties thereto with the consent of the Holders of not less than 51% of the ~~aggregate Voting Rights~~ Aggregate Certificate Balance of the Certificates then outstanding, as specified in the Pooling and Servicing Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon the Certificate. The Pooling and Servicing Agreement also permits the amendment thereof, in certain circumstances, without the consent of the Holders of any of the Certificates. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the Corporate Trust Office of the Certificate Registrar, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s 's attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreement, the Class X-2 Certificates ~~are issuable~~ will be issued in ~~fully registered form only, without coupons,~~ denominations of $100,000 initial Notional Amount and in ~~minimum denominations specified~~ any whole dollar denomination in ~~the Pooling and Servicing Agreement~~excess thereof. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates. Notwithstanding the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book entry facilities of DTC. The Depositor, the Trustee, the Fiscal Agent, the Paying Agent, the Master Servicer, the Special ~~Servicer, the Trust Advisor, the Trustee, the Custodian,~~ Servicer and the Certificate ~~Administrator, the Certificate Registrar, the Authenticating Agent~~ Registrar and any of their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and ~~none of~~ neither the Depositor, the Trustee, the Fiscal Agent, the Paying Agent, the Master Servicer, the Special Servicer, the ~~Trust Advisor, the Trustee, the Custodian, the~~ Certificate ~~Administrator, the Certificate Registrar, the Authenticating Agent or~~ Registrar nor any such agents shall be affected by notice to the contrary. The obligations and responsibilities of the Trustee and the ~~Certificate Administrator~~ Paying Agent created hereby (other than the obligation of the ~~Certificate Administrator,~~ Paying Agent to make payments to the ~~Class R Certificateholders,~~ Certificateholders as set forth in Section ~~11.3~~ 10.2 of the Pooling and Servicing Agreement and other than the obligations in the nature of information or tax reporting) shall terminate on the earliest of (i) the later of (A) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust ~~(and final distribution to the Certificateholders)~~ and (B) the disposition of all REO Property ~~(and final distribution to the Certificateholders),~~ or (ii) the sale of the property held by the Trust in accordance with Section ~~11.1(b~~10.1(b) of the Pooling and Servicing ~~Agreement,~~ Agreement or (iii) the termination of the Trust pursuant to Section 11.1(c) of the Pooling and Servicing Agreement or (iv) voluntary exchange by the Sole Certificateholder of all the outstanding Certificates (other than the Class R Certificates) for the remaining Mortgage Loans and REO Properties in the Trust Fund pursuant to the terms of Section 11.1(d10.1(c) of the Pooling and Servicing Agreement; provided that in no event shall the Trust continue beyond the expiration of 21 years from the death of the last survivor of the descendants of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the late Ambassador of the United States to the Court of St. ▇▇▇▇▇, living on the date hereof. The parties designated in the Pooling and Servicing Agreement may exercise their option to purchase the Mortgage Loans and any other property remaining in the Trust and cause the termination of the Trust in accordance with the requirements set forth in the Pooling and Servicing Agreement. Upon termination of the Trust and payment of the Certificates and of all administrative expenses associated with the Trust, any remaining assets of the Trust shall be distributed to the holders of the ~~Class R~~ Residual Certificates. The Certificate Registrar has executed this Certificate under the Pooling and Servicing Agreement. THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Bear Stearns Commercial Mortgage Securities Trust 2002 Top6)

Certificate. evidencing a beneficial ownership interest in a ~~New York common law trust (the “Trust”)~~Trust Fund, consisting primarily of a pool of commercial ~~and multifamily~~ mortgage loans (the “Mortgage Loans”) ), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and ~~certain~~ revenues received in respect thereof, the mortgagee’s rights under the insurance policies, any Assignment of Leases, and any guaranties or other ~~property~~collateral as security for the Mortgage Loans and such amounts as shall from time to time be held in the Certificate Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced by this ~~commercial mortgage pass~~Certificate in the Class X-~~through certificate (this “Certificate”), which has been~~ A Certificates issued by the Trust Fund created pursuant to the Pooling and Servicing Agreement, dated as ~~specified above~~ of June 1, 2013 (the “Pooling and Servicing Agreement”), ~~between Banc of America~~ among J.▇. ▇▇▇▇▇▇ ▇~~▇▇▇▇ Commercial Mortgage Inc.~~ HASE COMMERCIAL MORTGAGE SECURITIES CORP. (hereinafter called the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator and the Senior Trust Advisor~~, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar and the Authenticating Agent, a~~ . A summary of certain of the pertinent provisions of ~~which~~ the Pooling and Servicing Agreement is set forth hereafter~~. The Trust consists primarily of the Mortgage Loans, such amounts as shall from time to time be held in the Collection Account and Distribution Account, the Insurance Policies and any REO Properties~~. To the extent not defined herein, the capitalized terms used herein shall have the ~~respective~~ meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as Certificates of the ~~▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank~~ series specified on the face hereof (herein called the “Certificates”) and representing an interest in the Class of ~~America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust~~ Certificates specified on the face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial Certificate Balance of the Class X-A Certificates. The Certificates are designated as the JPMBB COMMERCIAL MORTGAGE SECURITIES TRUST 2013-C8C12, Commercial Mortgage Pass-Through Certificates, Series 2013-~~C8 (herein called the “Certificates”). The Certificates~~ C12 and are issued in the ~~Classes specified~~ classes as specifically set forth in the Pooling and Servicing ~~Agreement and~~ Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership of the Trust. This Certificate represents an interest in the Class A-3 Certificates equal to the quotient expressed as a percentage obtained by dividing the initial Certificate Balance of this Certificate specified on the face hereof by the initial Aggregate Certificate Balance of the Class A-3 CertificatesTrust Fund. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the ~~parties thereto~~Trustee and the Certificate Administrator. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the ~~Holder of this Certificate~~ Certificateholder by virtue of the acceptance hereof assents and by which ~~such Holder~~ the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. ~~Distributions~~ This Certificate represents a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of ~~principal~~ the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and ~~interest on~~ take no action inconsistent with the treatment of, this Certificate ~~will be made out~~ in accordance with the preceding sentence for purposes of ~~the Available Distribution Amount~~federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income. Pursuant to the ~~extent and subject to the limitations set forth in~~ terms of the Pooling and Servicing Agreement, on the ~~4th Business Day after the related Determination Date (a “Distribution Date”) commencing on the First Distribution Date specified above,~~ Certificate Administrator shall distribute to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person’s pro rata share (based on the ~~applicable Record Date. The Determination Date is~~ Percentage Interest represented by this Certificate) of that portion of the ~~11th day~~ aggregate amount of ~~each month, or~~interest then distributable, if any, allocable to the ~~11th day is not a Business Day~~Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described in the ~~next succeeding Business Day (a “Determination Date”), commencing on March 11, 2013~~Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the ~~related~~ Class X-A Pass-Through Rate specified above on the Certificate Balance of this Certificate immediately prior to each Distribution Date. ~~Principal and interest~~ Interest allocated to this Certificate on any Distribution Date will be in an amount ~~due~~ equal to this Certificate’s pro rata share of the ~~amount~~ Available Distribution Amount to be distributed on the Certificates of this Class ~~A-3 Certificates~~ as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. Collateral Support ~~Deficits~~ Deficit, Certificate Deferred Interest and certain other amounts on the Mortgage Loans shall be allocated on the applicable Distribution Date to ~~the respective Classes of Principal Balance Certificates~~ Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All Collateral Support ~~Deficits~~ Deficit or Certificate Deferred Interest on the Mortgage Loans allocated to any Class of ~~Principal Balance~~ Certificates will be allocated pro rata among the outstanding Certificates of such Class. The Certificates are limited in right of payment to to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Certificate Account and the Distribution Accounts will be held on behalf of the Trustee on behalf of the Holders of Certificates specified in the Pooling and Servicing Agreement and the Master Servicer (with respect to the Certificate Account) or the Certificate Administrator (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts may be invested in Permitted Investments. Interest or other investment income earned on funds in the Certificate Account will be paid to the Master Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the ~~Collection~~ Certificate Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the ~~Trust~~Trust Fund. All distributions under the Pooling and Servicing Agreement to a ~~nominee~~ Class of ~~The Depository Trust Company (“DTC”) will~~ Certificates shall be made ~~by or~~ on ~~behalf~~ each Distribution Date (other than the final distribution on any Certificate) to Certificateholders of record on the ~~Certificate Administrator~~ related Record Date by check mailed to ~~such ▇▇▇▇▇▇’s~~ the address ~~as it appears on~~ set forth therefor in the Certificate Register ~~of the Certificate Registrar~~ or, ~~upon written request to~~ provided that such Certificateholder has provided the Certificate Administrator ~~on or prior to the related Record Date (or upon standing~~ with wire instructions ~~given to the Certificate Administrator on the Closing Date prior to any Record Date, which instructions may be revoked~~ in writing at ~~any time thereafter upon written notice to the Certificate Administrator~~ least five ~~(5) days~~ Business Days prior to the related Record Date~~) made by a Certificateholder~~ , by wire transfer in of immediately available funds to an the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the request of such Certificateholder. Notwithstanding the above, the final distribution on any Certificate will be made only upon presentation and surrender of such Certificate at the location that will be specified in a notice ~~of the pendency~~ to Certificateholders of such final distribution. ~~The Pooling and Servicing Agreement permits, with certain exceptions therein provided,~~ Any funds not distributed on the ~~amendment thereof and the modification~~ final Distribution Date because of the ~~rights~~ failure of Certificateholders to tender their Certificates shall be set aside and ~~obligations~~ held uninvested in trust for the benefit of the ~~Certificateholders under~~ non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any Certificates as to which notice has been posted pursuant to Section 4.01(i) of the Pooling and Servicing Agreement ~~at any~~ shall not have been surrendered for cancellation within six months after the time ~~by the parties thereto with the consent of the Holders of not less than 51% of the aggregate Voting Rights of the Certificates then outstanding, as~~ specified in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation to receive the final distribution with respect thereto. If within one year after the second notice not all of such Certificates shall have been surrendered for cancellation, the Certificate Administrator shall, directly or through an agent, take steps to contact the remaining non-tendering Certificateholders concerning surrender of their Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust and of contacting such Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(i) of the Pooling and Servicing Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon the Certificate. The Pooling and Servicing Agreement also permits the amendment thereof, in certain circumstances, without the consent of the Holders of any of the Certificates. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is ~~registrable~~ registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the ~~Corporate Trust Office~~ office of the Certificate ~~Registrar~~Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s ~~attorney~~ attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized ~~denominations~~ Denominations will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreement, the Class X-A Certificates ~~are issuable~~ will be issued in ~~fully registered~~ book-entry form ~~only, without coupons,~~ through the facilities of DTC in minimum denominations ~~specified~~ of $1,000,000 initial Certificate Balance, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class. No fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange referred to in Section 5.03 of the Pooling and Servicing Agreement. As In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided in Section 5.03 of the Pooling and Servicing ~~Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations as requested~~ Agreement) incurred by the ~~Holder surrendering the same~~Certificate Registrar in connection with such transfer. ~~No service charge will be made for any such registration of transfer or exchange but the~~ The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any ~~tax~~ tax, expense or other governmental charge ~~that may be imposed~~ payable in connection with any such transfer or exchange of Certificates. Notwithstanding the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book entry facilities of DTCexchange. The ~~Depositor~~Trustee, the Certificate Administrator, the Master Servicer, the Special ~~Servicer, the Trust Advisor, the Trustee, the Custodian,~~ Servicer and the Certificate ~~Administrator, the Certificate Registrar, the Authenticating Agent~~ Registrar and any of their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and ~~none of~~ neither the ~~Depositor~~Trustee, the Master Servicer, the Special Servicer, the ~~Trust Advisor, the Trustee, the Custodian, the~~ Certificate ~~Administrator, the Certificate Registrar, the Authenticating Agent or~~ Registrar nor any such agents shall be affected by any notice to the contrary. The ~~obligations~~ Pooling and ~~responsibilities~~ Servicing Agreement may be amended from time to time by the parties thereto, without the consent of any of the Certificateholders or the Companion Holders: (i) to correct any defect or ambiguity in the Pooling and Servicing Agreement in order to address any manifest error in any provision of the Pooling and Servicing Agreement; (ii) to cause the provisions in the Pooling and Servicing Agreement to conform or be consistent with or in furtherance of the statements made in the Prospectus Supplement with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct or supplement any of its provisions which may be inconsistent with any other provisions therein or to correct any error; (iii) to change the timing and/or nature of deposits in the Certificate Account, the Distribution Accounts or any REO Account; provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment; (iv) to modify, eliminate or add to any of its provisions to such extent as shall be necessary to maintain the qualification of either the Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust Fund or either of the Lower-Tier REMIC or the Upper-Tier REMIC or the Grantor Trust that would be a claim against the Trust Fund or either of the Lower-Tier REMIC or the Upper-Tier REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator ~~created hereby~~ have received an Opinion of Counsel (~~other than~~ at the ~~obligation~~ expense of the ~~Certificate Administrator, to make payments~~ party requesting such amendment) to the ~~Class R Certificateholders, as set forth in Section 11.3~~ effect that (a) such action is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the ~~Pooling~~ imposition of any such tax and ~~Servicing Agreement and other than~~ (b) such action will not adversely affect in any material respect the ~~obligations in the nature~~ interests of ~~information~~ any Certificateholder or ~~tax reporting~~Companion Holder; (v) ~~shall terminate on the earliest of (i) the later of (A) the final payment~~ to modify, eliminate or ~~other liquidation of the last Mortgage Loan remaining in the Trust (and final distribution~~ add to the ~~Certificateholders) and (B) the disposition~~ provisions of ~~all REO Property (and final distribution to the Certificateholders), (ii) the sale of the property held by the Trust in accordance with~~ Section ~~11.1(b) of the Pooling and Servicing Agreement, (iii) the termination of the Trust pursuant to Section 11.1(c~~5.03(n) of the Pooling and Servicing Agreement or ~~(iv) voluntary exchange~~ any other provision of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the ~~Sole Certificateholder~~ Trust Fund, the Lower-Tier REMIC, the Upper-Tier REMIC or any of ~~all~~ the ~~outstanding Certificates~~ Certificateholders (other than the ~~Class R Certificates~~Transferor) ~~for~~ to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization or a Non-U.S. Tax Person; (vi) to make any other provisions with respect to matters or questions arising under the ~~remaining Mortgage Loans~~ Pooling and ~~REO Properties~~ Servicing Agreement or any other change; provided that the required action shall not adversely affect in any material respect the interests of any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting thereto as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result in the ~~Trust Fund~~ downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to ~~the terms of~~ Section ~~11.1(d)~~ 3.30 of the Pooling and Servicing Agreement~~; provided that in no event shall the Trust continue beyond the expiration~~ ); (vii) to amend or supplement any provision of 21 years from the death of the last survivor of the descendants of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the late Ambassador of the United States to the Court of St. ▇▇▇▇▇, living on the date hereof. The parties designated in the Pooling and Servicing Agreement ~~may exercise their option~~ to ~~purchase~~ the ~~Mortgage Loans~~ extent necessary to maintain the then-current ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by Rating Agency Confirmation from such Rating Agency and ~~any other property remaining~~ confirmation of the applicable rating agencies that such action will not result in the ~~Trust and cause the termination~~ downgrade, withdrawal or qualification of ~~the Trust in accordance with the requirements set forth~~ its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the ~~Pooling and Servicing Agreement. Upon termination of the Trust and payment of the Certificates and of all administrative expenses associated with the Trust,~~ same manner as any ~~remaining assets of the Trust shall~~ Rating Agency Confirmation may be ~~distributed to the holders of the Class R Certificates. The Certificate Registrar has executed this Certificate under the Pooling and Servicing Agreement.~~considered satisfied w

Appears in 1 contract

Sources: Pooling and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2013-C12)

Certificate. ~~evidencing~~ The undersigned hereby certifies that the Rights evidenced by this Rights Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (each as defined in the Rights Agreement). ------------------------------- Signature ---------- NOTICE The signature in the foregoing Form of Election to Purchase must conform to the name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (each as defined in the Rights Agreement) and such Election to Purchase will not be honored. EXHIBIT C SUMMARY OF RIGHTS TO PURCHASE PREFERRED STOCK On August 21, 2002, the board of directors of Crossroads Systems, Inc. (the "Company") declared a dividend distribution of one right (a "Right") for each outstanding share of our common stock to stockholders of record at the close of business on September 3, 2002. Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of our Series A Junior Participating preferred stock, par value $0.001 per share (the "Preferred Stock"), at a purchase price of $12.00, subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company and American Stock Transfer & Trust Company, as Rights Agent. Initially, the Rights will be attached to all common stock certificates representing shares then outstanding, and no separate Rights certificates will be distributed (the "Distribution Date"). The Distribution Date will occur on the earlier of (i) ten days following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has (subject to certain exceptions) acquired, or obtained the right to acquire, beneficial ownership ~~interest~~ of 15% or more of the outstanding shares of our common stock (the "Share Acquisition Date"), other than as a result of repurchases of stock by the Company, or (ii) ten days (or a later date that the board shall determine) following the commencement of, or public announcement of an intention to make, a tender offer or exchange offer that would result in a ~~New York~~ person or group beneficially owning 15% or more of the outstanding shares of our common ~~law trust (the “Trust”)~~stock. The Rights Agreement specifically provides that our Chairman, ~~consisting primarily~~ President and Chief Executive Officer, Brian R. Smith, who currently owns 11.9% of ~~a pool of commercial and multifamily mortgage loans (the “Mortgage Loans”) and certain other property~~our common stock, formed and sold by THIS CERTIFIES THAT CEDE & CO. is the registered owner of this commercial mortgage pass-through certificate (this “Certificate”), which has been issued pursuant to the Pooling and Servicing Agreement, dated as specified above (the “Pooling and Servicing Agreement”), between Banc of America may acquir▇ ▇▇ ▇~~▇▇▇~~▇ ▇▇ ▇▇▇~~▇▇ Commercial Mortgage Inc. (hereinafter called~~ regate of 20% of our common stock without triggering the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement), the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar and the Authenticating Agent, a summary of certain exercisability of the ~~pertinent provisions~~ rights. Additionally, Austin Ventures and its affiliates currently beneficially own 16.1% of ~~which is set forth hereafter~~our common stock. The ~~Trust consists primarily~~ rights agreement provides that so long as Austin Ventures and its affiliates do not acquire any additional shares of our common stock, their ownership of our common stock will not trigger the exercisability of the ~~Mortgage Loans, such amounts as shall from time to time be held~~ rights in the ~~Collection Account and Distribution Account,~~ event that their ownership percentage rises above 15%. Until the Insurance Policies and any REO Properties. To the extent not defined herein, the capitalized terms used herein have the respective meanings assigned in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C8, Commercial Mortgage Pass-Through Certificates, Series 2013-C8 (herein called the “Certificates”). The Certificates are issued in the Classes specified in the Pooling and Servicing Agreement and will evidence in the aggregate 100% of the beneficial ownership of the Trust. This Certificate represents an interest in the Class A-3 Certificates equal to the quotient expressed as a percentage obtained by dividing the initial Certificate Balance of this Certificate specified on the face hereof by the initial Aggregate Certificate Balance of the Class A-3 Certificates. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the parties thereto. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. Distributions of principal of and interest on this Certificate will be made out of the Available Distribution Amount, to the extent and subject to the limitations set forth in the Pooling and Servicing Agreement, on the 4th Business Day after the related Determination Date (a “Distribution Date”) commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered on the applicable Record Date. The Determination Date is the 11th day of each month, or, if the 11th day is not a Business Day, the next succeeding Business Day (a “Determination Date”), commencing on March 11, 2013. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the related Pass-Through Rate on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount due to this Certificate’s pro rata share of the amount to be distributed on the Class A-3 Certificates as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. Collateral Support Deficits shall be allocated on the applicable Distribution Date to the respective Classes of Principal Balance Certificates in the manner set forth in the Pooling and Servicing Agreement. All Collateral Support Deficits allocated to any Class of Principal Balance Certificates will be allocated pro rata among the outstanding Certificates of such Class. The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust. All distributions under the Pooling and Servicing Agreement to a nominee of The Depository Trust Company (“DTC”) will be made by or on behalf of the Certificate Administrator by check mailed to such ▇▇▇▇▇▇’s address as it appears on the Certificate Register of the Certificate Registrar or, upon written request to the Certificate Administrator on or prior to the related Record Date (or upon standing instructions given to the Certificate Administrator on the Closing Date prior to any Record Date, which instructions may be revoked at any time thereafter upon written notice to the Certificate Administrator five (5) days prior to the related Record Date) made by a Certificateholder by wire transfer in immediately available funds to an account specified in the request of such Certificateholder. Notwithstanding the above, the final distribution on any Certificate will be made only upon presentation and surrender of such Certificate at the location that will be specified in a notice of the pendency of such final distribution. The Pooling and Servicing Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Certificateholders under the Pooling and Servicing Agreement at any time by the parties thereto with the consent of the Holders of not less than 51% of the aggregate Voting Rights of the Certificates then outstanding, as specified in the Pooling and Servicing Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon the Certificate. The Pooling and Servicing Agreement also permits the amendment thereof, in certain circumstances, without the consent of the Holders of any of the Certificates. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the Corporate Trust Office of the Certificate Registrar, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreement, the Certificates are issuable in fully registered form only, without coupons, in minimum denominations specified in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates. Notwithstanding the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book entry facilities of DTC. The Depositor, the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating Agent and any of their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating Agent or any such agents shall be affected by notice to the contrary. The obligations and responsibilities of the Trustee and the Certificate Administrator created hereby (other than the obligation of the Certificate Administrator, to make payments to the Class R Certificateholders, as set forth in Section 11.3 of the Pooling and Servicing Agreement and other than the obligations in the nature of information or tax reporting) shall terminate on the earliest of (i) the ~~later of (A)~~ Rights will be evidenced by the ~~final payment or other liquidation of the last Mortgage Loan remaining in the Trust (~~common stock certificates and ~~final distribution to the Certificateholders)~~ will be transferred with and ~~(B) the disposition of all REO Property (and final distribution to the Certificateholders)~~only with our common stock certificates, (ii) new common stock certificates issued after the ~~sale of~~ record date will contain a notation incorporating the ~~property held~~ Rights Agreement by ~~the Trust in accordance with Section 11.1(b) of the Pooling~~ reference and ~~Servicing Agreement,~~ (iii) the ~~termination~~ surrender for transfer of any certificates for common stock outstanding will also constitute the transfer of the Trust pursuant to Section 11.1(c) of the Pooling and Servicing Agreement or (iv) voluntary exchange by the Sole Certificateholder of all the outstanding Certificates (other than the Class R Certificates) for the remaining Mortgage Loans and REO Properties in the Trust Fund pursuant to the terms of Section 11.1(d) of the Pooling and Servicing Agreement; provided that in no event shall the Trust continue beyond the expiration of 21 years from the death of the last survivor of the descendants of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the late Ambassador of the United States to the Court of St. ▇▇▇▇▇, living on the date hereof. The parties designated in the Pooling and Servicing Agreement may exercise their option to purchase the Mortgage Loans and any other property remaining in the Trust and cause the termination of the Trust in accordance with the requirements set forth in the Pooling and Servicing Agreement. Upon termination of the Trust and payment of the Certificates and of all administrative expenses Rights associated with the ~~Trust, any remaining assets of the Trust shall be distributed~~ common stock represented by such certificate. Pursuant to the ~~holders~~ Rights Agreement, the company reserves the right to require prior to the occurrence of ~~the Class R Certificates. The Certificate Registrar has executed this Certificate under the Pooling and Servicing Agreement~~a Triggering Event (as defined below) that, upon any exercise of Rights, a number of Rights be exercised so that only whole shares of preferred stock will be issued.

Appears in 1 contract

Sources: Rights Agreement (Crossroads Systems Inc)

Certificate. ~~evidencing a~~ Evidencing the 100% beneficial ~~ownership~~ interest in ~~a New York common law trust~~ all of the assets of the Issuer (~~the “Trust”~~as defined below), ~~consisting~~ which consist primarily of ~~a pool of commercial~~ motor vehicle receivables, including motor vehicle retail installment sales contracts and/or installment loans that are secured by new and ~~multifamily mortgage loans (the~~ used automobiles, light-duty trucks and motorcycles. THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR ANY OTHER APPLICABLE SECURITIES OR “~~Mortgage Loans”) and certain other property~~BLUE SKY” LAWS OF ANY STATE OR OTHER JURISDICTION, ~~formed and sold by~~ AND MAY NOT BE RESOLD, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR ANY OTHER APPLICABLE SECURITIES OR “BLUE SKY” LAWS, PURSUANT TO AN EXEMPTION THEREFROM OR IN A TRANSACTION NOT SUBJECT THERETO. THIS CERTIFIES THAT ~~CEDE & CO.~~ _______________________________ is the registered owner of ~~this commercial mortgage pass~~a 100% nonassessable, fully-~~through certificate (this “Certificate”)~~paid, ~~which has been issued pursuant to~~ beneficial interest in the ~~Pooling and Servicing Agreement~~Trust Estate of CAPITAL ONE PRIME AUTO RECEIVABLES TRUST 2006-2, ~~dated as specified above~~ a Delaware statutory trust (the “~~Pooling~~ Issuer”) formed by Capital One Auto Receivables, LLC, a Delaware limited liability company, as depositor (the “Seller”). The Issuer was created pursuant to a Trust Agreement dated as of August 16, 2006 (as amended and ~~Servicing~~ restated as of October 12, 2006, the “Trust Agreement”), between ~~Banc of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Commercial Mortgage Inc.~~ the Seller and Wilmington Trust Company, as owner trustee (~~hereinafter called~~ the “~~Depositor~~Owner Trustee”~~, which term includes any successor entity under the Pooling and Servicing Agreement~~)~~, the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar and the Authenticating Agent~~, a summary of certain of the pertinent provisions of which is set forth hereafter. The Trust consists primarily of the Mortgage Loans, such amounts as shall from time to time be held in the Collection Account and Distribution Account, the Insurance Policies and any REO Propertiesbelow. To the extent not otherwise defined herein, the capitalized terms used herein have the ~~respective~~ meanings assigned to them in the ~~Pooling~~ Sale and Servicing Agreement~~. This Certificate is one~~ , dated as of ~~a duly authorized issue~~ October 12, 2006, between the Seller, the Issuer, The Bank of ~~Certificates designated~~ New York, as Indenture Trustee, and Capital One Auto Finance, Inc., as Servicer, as the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C8, Commercial Mortgage Pass-Through Certificates, Series 2013-C8 (herein called the “Certificates”). The Certificates are issued in the Classes specified in the Pooling and Servicing Agreement and will evidence in the aggregate 100% of the beneficial ownership of the Trust. This Certificate represents an interest in the Class A-3 Certificates equal same may be amended or supplemented from time to the quotient expressed as a percentage obtained by dividing the initial Certificate Balance of this Certificate specified on the face hereof by the initial Aggregate Certificate Balance of the Class A-3 Certificates. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the parties theretotime. This Certificate is issued under and is subject to the terms, provisions and conditions of the ~~Pooling and Servicing~~ Trust Agreement, to which ~~Pooling and Servicing Agreement, as amended from time to time,~~ Trust Agreement the ~~Holder~~ holder of this Certificate by virtue of the acceptance hereof assents and by which such ~~Holder~~ holder is bound. ~~In the case of any conflict between terms specified in this Certificate~~ The provisions and ~~terms specified in the Pooling and Servicing Agreement, the terms~~ conditions of the ~~Pooling and Servicing~~ Trust Agreement ~~shall govern. Distributions of principal of and interest on this Certificate will be made out of the Available Distribution Amount, to the extent and subject to the limitations~~ are hereby incorporated by reference as though set forth in the Pooling and Servicing Agreement, on the 4th Business Day after the related Determination Date (a “Distribution Date”) commencing on the First Distribution Date specified above, to the Person in whose name their entirety herein. The holder of this Certificate ~~is registered on the applicable Record Date. The Determination Date is the 11th day~~ acknowledges and agrees that its rights to receive distributions in respect of ~~each month, or, if the 11th day is not a Business Day, the next succeeding Business Day (a “Determination Date”), commencing on March 11, 2013. All sums distributable on~~ this Certificate are ~~payable~~ subordinated to the rights of the Noteholders as described in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the related Pass-Through Rate on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount due to this Certificate’s pro rata share of the amount to be distributed on the Class A-3 Certificates as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. Collateral Support Deficits shall be allocated on the applicable Distribution Date to the respective Classes of Principal Balance Certificates in the manner set forth in the Pooling and Servicing Agreement. All Collateral Support Deficits allocated to any Class of Principal Balance Certificates will be allocated pro rata among the outstanding Certificates of such Class. The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust. All distributions under the Pooling and Servicing Agreement to a nominee of The Depository Trust Company (“DTC”) will be made by or on behalf of the Certificate Administrator by check mailed to such ▇▇▇▇▇▇’s address as it appears on the Certificate Register of the Certificate Registrar or, upon written request to the Certificate Administrator on or prior to the related Record Date (or upon standing instructions given to the Certificate Administrator on the Closing Date prior to any Record Date, which instructions may be revoked at any time thereafter upon written notice to the Certificate Administrator five (5) days prior to the related Record Date) made by a Certificateholder by wire transfer in immediately available funds to an account specified in the request of such Certificateholder. Notwithstanding the aboveIndenture, the final distribution on any Certificate will be made only upon presentation and surrender of such Certificate at the location that will be specified in a notice of the pendency of such final distribution. The Pooling and Servicing Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Certificateholders under the Pooling and Servicing Agreement at any time by the parties thereto with the consent of the Holders of not less than 51% of the aggregate Voting Rights of the Certificates then outstanding, as specified in the Pooling and Servicing Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon the Certificate. The Pooling and Servicing Agreement also permits the amendment thereof, in certain circumstances, without the consent of the Holders of any of the Certificates. As provided in the Pooling Sale and Servicing Agreement and the Trust Agreement, as applicable. By accepting this Certificate, the Certificateholder hereby covenants and agrees that prior to the date which is one year and one day after payment in full of all obligations of each Bankruptcy Remote Party in respect of all securities issued by the Bankruptcy Remote Parties (i) such Person shall not authorize such Bankruptcy Remote Party to commence a voluntary winding-up or other voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to such Bankruptcy Remote Party or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect in any jurisdiction or seeking the appointment of an administrator, a trustee, receiver, liquidator, custodian or other similar official with respect to such Bankruptcy Remote Party or any substantial part of its property or to consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against such Bankruptcy Remote Party, or to make a general assignment for the benefit of any party hereto or any other creditor of such Bankruptcy Remote Party, and (ii) such Person shall not commence or join with any other Person in commencing any proceeding against such Bankruptcy Remote Party under any bankruptcy, reorganization, liquidation or insolvency law or statute now or hereafter in effect in any jurisdiction. This Certificate may not be acquired by or for the account of or with the assets of (a) an employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to ~~certain limitations therein set forth~~the provisions of Title I of ERISA, (b) a plan described in Section 4975(e)(1) of the Code or (c) any entity whose underlying assets include plan assets by reason of an employee benefit plan’s or other plan’s investment in the entity (each, a “Benefit Plan”). By accepting and holding this Certificate, the ~~transfer~~ holder hereof shall be deemed to have represented and warranted that it is not a Benefit Plan and is not purchasing on behalf of a Benefit Plan. By its acquisition and holding of this Certificate (or any interest herein), each Certificateholder that is ~~registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the Corporate Trust Office~~ a governmental plan or foreign plan shall be deemed to represent and warrant that its acquisition, holding and disposition of the Certificate ~~Registrar, duly endorsed by~~(or interest therein) will not result in a nonexempt prohibited transaction under, or ~~accompanied by an assignment in~~ a violation of, any applicable law that is substantially similar to ERISA or Section 4975 of the ~~form below or other written instrument~~ Code. It is the intention of ~~transfer in form satisfactory~~ the parties to the ~~Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney duly authorized in writing~~Trust Agreement that, solely for income and thereupon one or more new Certificates of the same Class in authorized denominations will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreementfranchise tax purposes, the Certificates are issuable in fully registered form only, without coupons, in minimum denominations specified in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates. Notwithstanding the foregoing, for (i) so long as ~~this Certificate~~ there is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book entry facilities of DTC. The Depositora single Certificateholder, the ~~Master Servicer~~Issuer will be disregarded as an entity separate from such Certificateholder, and if there is more than one Certificateholder, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating Agent and any of their agents may treat the Person in whose name this Certificate is registered Issuer will be treated as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating Agent or any such agents shall be affected by notice to the contrary. The obligations and responsibilities of the Trustee and the Certificate Administrator created hereby (other than the obligation of the Certificate Administrator, to make payments to the Class R Certificateholders, as set forth in Section 11.3 of the Pooling and Servicing Agreement and other than the obligations in the nature of information or tax reporting) shall terminate on the earliest of (i) the later of (A) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust (and final distribution to the Certificateholders) and (B) the disposition of all REO Property (and final distribution to the Certificateholders), a partnership; (ii) the ~~sale of the property held by the Trust in accordance with Section 11.1(b) of the Pooling~~ Seller will be disregarded as an entity separate from COAF; and ~~Servicing Agreement,~~ (iii) the ~~termination~~ Notes will be characterized as debt. By accepting this Certificate, the Certificateholder agrees to take no action inconsistent with the foregoing intended tax treatment. By accepting this Certificate, the Certificateholder acknowledges that this Certificate represents a beneficial interest in the Issuer only and does not represent interests in or obligations of the Seller, the Servicer, the Administrator, the Owner Trustee, the Indenture Trustee or any of their respective Affiliates and no recourse may be had against such parties or their assets, except as expressly set forth or contemplated in this Certificate, the Trust ~~pursuant to Section 11.1(c) of the Pooling and Servicing~~ Agreement or (iv) voluntary exchange by the Sole Certificateholder of all the outstanding Certificates (other than the Class R Certificates) for the remaining Mortgage Loans and REO Properties in the Trust Fund pursuant to the terms of Section 11.1(d) of the Pooling and Servicing Agreement; provided that in no event shall the Trust continue beyond the expiration of 21 years from the death of the last survivor of the descendants of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the late Ambassador of the United States to the Court of St. ▇▇▇▇▇, living on the date hereof. The parties designated in the Pooling and Servicing Agreement may exercise their option to purchase the Mortgage Loans and any other property remaining in the Trust and cause the termination of the Trust in accordance with the requirements set forth in the Pooling and Servicing Agreement. Upon termination of the Trust and payment of the Certificates and of all administrative expenses associated with the Trust, any remaining assets of the Trust shall be distributed to the holders of the Class R Certificates. The Certificate Registrar has executed this Certificate under the Pooling and Servicing AgreementTransaction Document.

Appears in 1 contract

Sources: Trust Agreement (Capital One Prime Auto Receivables Trust 2006-2)

Certificate. ~~evidencing a~~ The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). ---------------------------------- Signature NOTICE The signature in the foregoing Forms of Assignment and Election must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial ~~ownership interest~~ owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in ~~a New York common law trust~~ the Rights Agreement) and such Assignment or Election to Purchase will not be honored. Exhibit B SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On December 2, 1989, the Board of Directors of Biomet, Inc. (the ~~“Trust”)~~"Company") adopted a Shareholder Rights Plan that expired on December 2, ~~consisting primarily~~ 1999. On December 11, 1999 the Board of Directors of the Company adopted a new Shareholder Rights Plan (the "Rights Plan") effective as of December 16, 1999 to replace the 1989 Shareholder Rights Plan. The purpose of the Rights Plan is to deter certain coercive takeover tactics and enable the Board of Directors to represent effectively the interest of shareholders in the event of a ~~pool~~ takeover attempt. The Rights Plan does not deter negotiated mergers or business combinations that the Board of ~~commercial~~ Directors determines to be in the best interest of the Company and ~~multifamily mortgage loans~~ its shareholders. To implement the Rights Plan the Board of Directors declared a dividend of one preferred share purchase right (a "Right") for each outstanding common share of the Company (the “Mortgage Loans”) and certain other property, formed and sold by THIS CERTIFIES THAT CEDE & CO. is the registered owner of this commercial mortgage pass-through certificate (this “Certificate”), which has been issued pursuant to the Pooling and Servicing Agreement, dated as specified above (the “Pooling and Servicing Agreement”), between Banc of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Commercial Mortgage Inc. (hereinafter called the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement), the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar and the Authenticating Agent, a summary of certain of the pertinent provisions of which is set forth hereafter. The Trust consists primarily of the Mortgage Loans, such amounts as shall from time to time be held in the Collection Account and Distribution Account, the Insurance Policies and any REO Properties. To the extent not defined herein, the capitalized terms used herein have the respective meanings assigned in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C8, Commercial Mortgage Pass-Through Certificates, Series 2013-C8 (herein called the “Certificates”"Common Shares"). The ~~Certificates are issued in~~ dividend is payable to shareholders of record on December 28, 1999 (the ~~Classes specified in~~ "Record Date"). Each Right entitles the ~~Pooling and Servicing Agreement and will evidence in~~ registered holder to purchase from the ~~aggregate 100%~~ Company one one-hundred thousandth of a Preferred Share (the ~~beneficial ownership~~ "Preferred Share Units") at a price of $175.00 per Preferred Share Unit (the Trust. This Certificate represents an interest in the Class A-3 Certificates equal to the quotient expressed as a percentage obtained by dividing the initial Certificate Balance of this Certificate specified on the face hereof by the initial Aggregate Certificate Balance of the Class A-3 Certificates. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests"Purchase Price"), ~~rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the parties thereto. This Certificate is issued under and is~~ subject to ~~the terms, provisions~~ adjustment. The description and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. Distributions of principal of and interest on this Certificate will be made out of the Available Distribution Amount, to the extent and subject to the limitations Rights are set forth in a Rights Agreement (the ~~Pooling~~ "Rights Agreement") between the Company and Servicing Agreement, on the 4th Business Day after the related Determination Date (a “Distribution Date”) commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered on the applicable Record Date. The Determination Date is the 11th day of each month, or, if the 11th day is not a Business Day, the next succeeding Business Day (a “Determination Date”), commencing on March 11, 2013. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the related Pass-Through Rate on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount due to this Certificate’s pro rata share of the amount to be distributed on the Class A-3 Certificates as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. Collateral Support Deficits shall be allocated on the applicable Distribution Date to the respective Classes of Principal Balance Certificates in the manner set forth in the Pooling and Servicing Agreement. All Collateral Support Deficits allocated to any Class of Principal Balance Certificates will be allocated pro rata among the outstanding Certificates of such Class. The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust. All distributions under the Pooling and Servicing Agreement to a nominee of The Depository Trust Company (“DTC”) will be made by or on behalf of the Certificate Administrator by check mailed to such ▇▇▇▇▇▇’s address as it appears on the Certificate Register of the Certificate Registrar or, upon written request to the Certificate Administrator on or prior to the related Record Date (or upon standing instructions given to the Certificate Administrator on the Closing Date prior to any Record Date, which instructions may be revoked at any time thereafter upon written notice to the Certificate Administrator five (5) days prior to the related Record Date) made by a Certificateholder by wire transfer in immediately available funds to an account specified in the request of such Certificateholder. Notwithstanding the above, the final distribution on any Certificate will be made only upon presentation and surrender of such Certificate at the location that will be specified in a notice of the pendency of such final distribution. The Pooling and Servicing Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Certificateholders under the Pooling and Servicing Agreement at any time by the parties thereto with the consent of the Holders of not less than 51% of the aggregate Voting Rights of the Certificates then outstandingLake City Bank, as ~~specified in~~ Rights Agent (the Pooling and Servicing Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon the Certificate. The Pooling and Servicing Agreement also permits the amendment thereof, in certain circumstances, without the consent of the Holders of any of the Certificates. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the Corporate Trust Office of the Certificate Registrar, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreement, the Certificates are issuable in fully registered form only, without coupons, in minimum denominations specified in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates. Notwithstanding the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book entry facilities of DTC. The Depositor, the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating Agent and any of their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating Agent or any such agents shall be affected by notice to the contrary. The obligations and responsibilities of the Trustee and the Certificate Administrator created hereby (other than the obligation of the Certificate Administrator, to make payments to the Class R Certificateholders, as set forth in Section 11.3 of the Pooling and Servicing Agreement and other than the obligations in the nature of information or tax reporting) shall terminate on the earliest of (i) the later of (A) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust (and final distribution to the Certificateholders) and (B) the disposition of all REO Property (and final distribution to the Certificateholders"Rights Agent"), (ii) the sale of the property held by the Trust in accordance with Section 11.1(b) of the Pooling and Servicing Agreement, (iii) the termination of the Trust pursuant to Section 11.1(c) of the Pooling and Servicing Agreement or (iv) voluntary exchange by the Sole Certificateholder of all the outstanding Certificates (other than the Class R Certificates) for the remaining Mortgage Loans and REO Properties in the Trust Fund pursuant to the terms of Section 11.1(d) of the Pooling and Servicing Agreement; provided that in no event shall the Trust continue beyond the expiration of 21 years from the death of the last survivor of the descendants of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the late Ambassador of the United States to the Court of St. ▇▇▇▇▇, living on the date hereof. The parties designated in the Pooling and Servicing Agreement may exercise their option to purchase the Mortgage Loans and any other property remaining in the Trust and cause the termination of the Trust in accordance with the requirements set forth in the Pooling and Servicing Agreement. Upon termination of the Trust and payment of the Certificates and of all administrative expenses associated with the Trust, any remaining assets of the Trust shall be distributed to the holders of the Class R Certificates. The Certificate Registrar has executed this Certificate under the Pooling and Servicing Agreement.

Appears in 1 contract

Sources: Rights Agreement (Biomet Inc)

Certificate. ~~evidencing a beneficial ownership interest in a New York common law trust~~ The undersigned hereby certifies by checking the appropriate boxes that: (1) the ~~“Trust”), consisting primarily of a pool of commercial and multifamily mortgage loans (the “Mortgage Loans”) and certain other property, formed and sold~~ Rights evidenced by ~~THIS CERTIFIES THAT CEDE & CO. is the registered owner of~~ this commercial mortgage pass-through certificate (this “Certificate”), which has been issued pursuant to the Pooling and Servicing Agreement, dated as specified above (the “Pooling and Servicing Agreement”), between Banc of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Commercial Mortgage Inc. (hereinafter called the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement), the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Rights Certificate Administrator, the Certificate Registrar and the Authenticating Agent, a summary of certain of the pertinent provisions of which is set forth hereafter. The Trust consists primarily of the Mortgage Loans, such amounts as shall from time to time be held in the Collection Account and Distribution Account, the Insurance Policies and any REO Properties. To the extent [] are [] are not defined herein, the capitalized terms used herein have the respective meanings assigned in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C8, Commercial Mortgage Pass-Through Certificates, Series 2013-C8 (herein called the “Certificates”). The Certificates are issued in the Classes specified in the Pooling and Servicing Agreement and will evidence in the aggregate 100% of the beneficial ownership of the Trust. This Certificate represents an interest in the Class A-3 Certificates equal to the quotient expressed as a percentage obtained by dividing the initial Certificate Balance of this Certificate specified on the face hereof by the initial Aggregate Certificate Balance of the Class A-3 Certificates. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the parties thereto. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. Distributions of principal of and interest on this Certificate will be made out of the Available Distribution Amount, to the extent and subject to the limitations set forth in the Pooling and Servicing Agreement, on the 4th Business Day after the related Determination Date (a “Distribution Date”) commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered on the applicable Record Date. The Determination Date is the 11th day of each month, or, if the 11th day is not a Business Day, the next succeeding Business Day (a “Determination Date”), commencing on March 11, 2013. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the related Pass-Through Rate on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount due to this Certificate’s pro rata share of the amount to be distributed on the Class A-3 Certificates as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. Collateral Support Deficits shall be allocated on the applicable Distribution Date to the respective Classes of Principal Balance Certificates in the manner set forth in the Pooling and Servicing Agreement. All Collateral Support Deficits allocated to any Class of Principal Balance Certificates will be allocated pro rata among the outstanding Certificates of such Class. The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust. All distributions under the Pooling and Servicing Agreement to a nominee of The Depository Trust Company (“DTC”) will be made being exercised by or on behalf of a Person who is or was an Acquiring Person or an Affiliate or Associate of any such Acquiring Person (as such terms are defined pursuant to the Rights Agreement); (2) after due inquiry and to the best knowledge of the undersigned, it [] did [] did not acquire the Rights evidenced by this Rights Certificate ~~Administrator~~ from any Person who is, was or subsequently became an Acquiring Person or an Affiliate or Associate of an Acquiring Person. Dated: , -------- ---- ---- ------------------------- Signature Signature Guaranteed: NOTICE The signature to the foregoing Election to Purchase and Certificate must correspond to the name as written upon the face of this Rights Certificate in every particular. CANYON RESOURCES CORPORATION SUMMARY OF RIGHTS TO PURCHASE COMMON STOCK On March 20, 1997, the Board of Directors of Canyon Resources Corporation (the "Company") declared a dividend distribution of one Right for each outstanding share of the Company's Common Stock to shareholders of record at the close of business on April 15, 1997. Each Right entitles the registered holder to purchase from the Company one share of the Company's no par value common stock (the "Common Stock"), at a Purchase Price of $15.00 per share, subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company and American Securities Transfer & Trust, Inc. as Rights Agent. Initially, the Rights will be attached to all Common Stock certificates representing shares then outstanding, and no separate Rights Certificates will be distributed. The Rights will separate from the Common Stock and a Distribution Date will occur upon the earlier of (i) 10 days following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has acquired, or obtained the right to acquire, beneficial ownership of 20% or more of the outstanding shares of Common Stock (the "Stock Acquisition Date"), or (ii) 10 business days following the commencement of a tender offer or exchange offer that would result in a person or group beneficially owning 20% or more of such outstanding shares of Common Stock. Until the Distribution Date, (i) the Rights will be evidenced by ~~check~~ the Common Stock certificates and will be transferred with and only with such Common Stock certificates, (ii) new Common Stock certificates issued after April 15, 1997 will contain a notation incorporating the Rights Agreement by reference and (iii) the surrender for transfer of any certificates for Common Stock will also constitute the transfer of the Rights associated with the Common Stock represented by such certificate. The Rights are not exercisable until the Distribution Date and will expire at the close of business on March 20, 2007, unless earlier redeemed by the Company as described below. As soon as practicable after the Distribution Date, Rights Certificates will be mailed to ~~such ▇▇▇▇▇▇’s address~~ holders of record of the Common Stock as ~~it appears~~ of the close of business on the ~~Certificate Register~~ Distribution Date and, thereafter, the separate Rights Certificates alone will represent the Rights. Except as otherwise determined by the Board of ~~the Certificate Registrar or~~Directors, ~~upon written request to the Certificate Administrator on or~~ only shares of Common Stock issued prior to the ~~related Record~~ Distribution Date (or upon standing instructions given to the Certificate Administrator on the Closing Date prior to any Record Date, which instructions may be revoked at any time thereafter upon written notice to the Certificate Administrator five (5) days prior to the related Record Date) made by a Certificateholder by wire transfer in immediately available funds to an account specified in the request of such Certificateholder. Notwithstanding the above, the final distribution on any Certificate will be ~~made only~~ issued with Rights. If any person becomes an Acquiring Person other than pursuant to a Qualifying Offer (as defined below), each holder of a Right will thereafter have the right to receive, upon ~~presentation and surrender of such Certificate at the location that will be specified in a notice of the pendency of such final distribution. The Pooling and Servicing Agreement permits~~exercise, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Certificateholders under the Pooling and Servicing Agreement at any time by the parties thereto with the consent of the Holders of not less than 51% of the aggregate Voting Rights of the Certificates then outstanding, as specified in the Pooling and Servicing Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon the Certificate. The Pooling and Servicing Agreement also permits the amendment thereofCommon Stock (or, in certain circumstances, ~~without the consent of the Holders of any of the Certificates. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth~~cash, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the Corporate Trust Office of the Certificate Registrar, duly endorsed by, or accompanied by an assignment in the form below property or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreement, the Certificates are issuable in fully registered form only, without coupons, in minimum denominations specified in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates. Notwithstanding the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book entry facilities of DTC. The Depositor, the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating Agent and any of their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating Agent or any such agents shall be affected by notice to the contrary. The obligations and responsibilities of the Trustee and the Certificate Administrator created hereby (other than the obligation of the Certificate Administrator, to make payments to the Class R Certificateholders, as set forth in Section 11.3 of the Pooling and Servicing Agreement and other than the obligations in the nature of information or tax reporting) shall terminate on the earliest of (i) the later of (A) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust (and final distribution to the Certificateholders) and (B) the disposition of all REO Property (and final distribution to the Certificateholders), (ii) the sale of the property held by the Trust in accordance with Section 11.1(b) of the Pooling and Servicing Agreement, (iii) the termination of the Trust pursuant to Section 11.1(c) of the Pooling and Servicing Agreement or (iv) voluntary exchange by the Sole Certificateholder of all the outstanding Certificates (other than the Class R Certificates) for the remaining Mortgage Loans and REO Properties in the Trust Fund pursuant to the terms of Section 11.1(d) of the Pooling and Servicing Agreement; provided that in no event shall the Trust continue beyond the expiration of 21 years from the death of the last survivor of the descendants of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the late Ambassador of the United States to the Court of St. ▇▇▇▇▇, living on the date hereof. The parties designated in the Pooling and Servicing Agreement may exercise their option to purchase the Mortgage Loans and any other property remaining in the Trust and cause the termination of the Trust in accordance with the requirements set forth in the Pooling and Servicing Agreement. Upon termination of the Trust and payment of the Certificates and of all administrative expenses associated with the Trust, any remaining assets of the Trust shall be distributed to the holders of the Class R Certificates. The Certificate Registrar has executed this Certificate under the Pooling and Servicing Agreement.securities of

Appears in 1 contract

Sources: Rights Agreement (Canyon Resources Corp)

Certificate. evidencing a beneficial ownership interest in a ~~New York common law trust (the “~~Trust”), consisting primarily of a pool of commercial and multifamily mortgage loans (the “"Mortgage Loans”") and certain other property, formed and sold by BEAR ▇▇▇▇▇▇▇ COMMERCIAL MORTGAGE SECURITIES INC. THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced by this ~~commercial mortgage pass-through certificate (this “Certificate”), which has been~~ Certificate in the Class A-2 Certificates issued by the Trust created pursuant to the Pooling and Servicing Agreement, dated as specified above (the “"Pooling and Servicing Agreement”"), ~~between Banc of America~~ among Bear ▇▇▇▇▇▇▇ ~~▇▇▇▇▇~~ Commercial Mortgage Securities Inc. (hereinafter called the “"Depositor”", which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Fiscal Agent, the Paying Agent, the Certificate Registrar, the Master ~~Servicer,~~ Servicer and the Special Servicer~~, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar and the Authenticating Agent~~, a summary of certain of the pertinent provisions of which is set forth hereafter. The Trust consists primarily of the Mortgage Loans, such amounts as shall from time to time be held in the ~~Collection~~ Certificate Account and Distribution Account, the Insurance Policies and any REO Properties. To the extent not defined herein, the capitalized terms used herein have the ~~respective~~ meanings assigned in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as Certificates of the ~~▇▇▇▇▇▇~~ series specified on the face hereof (herein called the "Certificates") and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage obtained by dividing the Certificate Balance of this Certificate specified on the face hereof by the aggregate initial Certificate Balance of the Class A-2 Certificates. The Certificates are designated as the Bear ▇▇▇▇▇▇▇ ~~Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C8~~Commercial Mortgage Securities Inc., Commercial Mortgage Pass-Through Certificates, Series ~~2013~~2003-~~C8 (herein called the “Certificates”). The Certificates~~ TOP10 and are issued in the Classes specified in the Pooling and Servicing ~~Agreement and~~ Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership of the Trust. This Certificate represents an interest in the Class A-3 Certificates equal to the quotient expressed as a percentage obtained by dividing the initial Certificate Balance of this Certificate specified on the face hereof by the initial Aggregate Certificate Balance of the Class A-3 Certificates. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that ~~agreement~~ Agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the ~~parties thereto~~Trustee and the Paying Agent. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the ~~Holder of this Certificate~~ Certificateholder by virtue of the acceptance hereof assents and by which ~~such Holder~~ the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. Distributions of principal of and interest on this Certificate will be made out of the Available Distribution Amount, to the extent and subject to the limitations set forth in the Pooling and Servicing Agreement, on the ~~4th~~ 13th day of each month or, if such 13th day is not a Business Day, the next succeeding Business Day ~~after the related Determination Date~~ (a “"Distribution Date”") commencing on the ~~First~~ first Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the ~~applicable~~ last Business Day of the month immediately preceding the month of such distribution (the "Record Date~~. The Determination Date is the 11th day of each month, or, if the 11th day is not a Business Day, the next succeeding Business Day (a “Determination Date”~~")~~, commencing on March 11, 2013~~. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the ~~related~~ Pass-Through Rate on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount due to this Certificate’s 's pro rata share of the amount to be distributed on the Certificates of this Class ~~A-3 Certificates~~ as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. ~~Collateral Support Deficits~~ Realized Losses, Expense Losses and interest shortfalls on the Mortgage Loans shall be allocated on the applicable Distribution Date to ~~the respective Classes of Principal Balance Certificates~~ Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All ~~Collateral Support Deficits~~ Realized Losses, Expense Losses and interest shortfalls on the Mortgage Loans allocated to any Class of ~~Principal Balance~~ Certificates will be allocated pro rata among the outstanding Certificates of such Class. The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust. All distributions under the Pooling and Servicing Agreement to a nominee of The Depository Trust Company (“DTC”) will be made by or on behalf of the Certificate Administrator by check mailed to such ▇▇▇▇▇▇’s address as it appears on the Certificate Register of the Certificate Registrar or, upon written request to the Certificate Administrator on or prior to the related Record Date (or upon standing instructions given to the Certificate Administrator on the Closing Date prior to any Record Date, which instructions may be revoked at any time thereafter upon written notice to the Certificate Administrator five (5) days prior to the related Record Date) made by a Certificateholder by wire transfer in immediately available funds to an account specified in the request of such Certificateholder. Notwithstanding the above, the final distribution on any Certificate will be made only upon presentation and surrender of such Certificate at the location that will be specified in a notice of the pendency of such final distribution. The Pooling and Servicing Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Certificateholders under the Pooling and Servicing Agreement at any time by the parties thereto with the consent of the Holders of not less than 51% of the aggregate Voting Rights of the Certificates then outstanding, as specified in the Pooling and Servicing Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon the Certificate. The Pooling and Servicing Agreement also permits the amendment thereof, in certain circumstances, without the consent of the Holders of any of the Certificates. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the Corporate Trust Office of the Certificate Registrar, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreement, the Certificates are issuable in fully registered form only, without coupons, in minimum denominations specified in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates. Notwithstanding the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book entry facilities of DTC. The Depositor, the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating Agent and any of their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating Agent or any such agents shall be affected by notice to the contrary. The obligations and responsibilities of the Trustee and the Certificate Administrator created hereby (other than the obligation of the Certificate Administrator, to make payments to the Class R Certificateholders, as set forth in Section 11.3 of the Pooling and Servicing Agreement and other than the obligations in the nature of information or tax reporting) shall terminate on the earliest of (i) the later of (A) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust (and final distribution to the Certificateholders) and (B) the disposition of all REO Property (and final distribution to the Certificateholders), (ii) the sale of the property held by the Trust in accordance with Section 11.1(b) of the Pooling and Servicing Agreement, (iii) the termination of the Trust pursuant to Section 11.1(c) of the Pooling and Servicing Agreement or (iv) voluntary exchange by the Sole Certificateholder of all the outstanding Certificates (other than the Class R Certificates) for the remaining Mortgage Loans and REO Properties in the Trust Fund pursuant to the terms of Section 11.1(d) of the Pooling and Servicing Agreement; provided that in no event shall the Trust continue beyond the expiration of 21 years from the death of the last survivor of the descendants of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the late Ambassador of the United States to the Court of St. ▇▇▇▇▇, living on the date hereof. The parties designated in the Pooling and Servicing Agreement may exercise their option to purchase the Mortgage Loans and any other property remaining in the Trust and cause the termination of the Trust in accordance with the requirements set forth in the Pooling and Servicing Agreement. Upon termination of the Trust and payment of the Certificates and of all administrative expenses associated with the Trust, any remaining assets of the Trust shall be distributed to the holders of the Class R Certificates. The Certificate Registrar has executed this Certificate under the Pooling and Servicing Agreement.and

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Bear Stearns Commercial Mortgage Securities Trust 2003-Top10)

Certificate. ~~evidencing~~ The undersigned hereby agree, acknowledge and certify that the foregoing Agreement constitutes the Operating Agreement of Green River at Palomino Park LLC adopted by the Members of the Company effective as of January 5, 2000. /s/ Al Feld ----------------------------------- Al Feld WELLSFORD PA▇▇ ▇▇▇▇LANDS CORP., a ~~beneficial ownership interest in a New York common law trust (the “Trust”)~~Colorado corporation By: /s/ David M. Strong ------------------------------- David M. Strong, ~~consisting primarily of a pool of commercial and multifamily mortgage loans (the “Mortgage Loans”) and certain other property, formed and sold by THIS CERTIFIES THAT CEDE &~~ Vice President STATE OF CO. is the registered owner of this commercial mortgage pass-through certificate (this “Certificate”), which has been issued pursuant to the Pooling and Servicing Agreement, dated as specified above (the “Pooling and Servicing Agreement”), between Banc of America ▇▇▇▇▇▇▇ ) ) ss. COUNTY OF DENVER ) The foregoing operating agreement was acknowledged before me this 5th day of January, 2000, by Al Feld. WITNESS my hand and official ▇▇▇▇. My commission expires: June 21, 2003 /s/ Christopher Jeremy Vernon ------------------------------------------ Notary Public STATE OF COLORADO ) ) ss. COUNTY OF DENVER ) The foregoing operating agreement was acknowledged before me this 21st day of January, 2000, by David M. Strong as Vice President of Wellsfo▇▇ Commercial Mortgage Inc. (hereinafter called the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement), the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar and the Authenticating Agent, a summary of certain of the pertinent provisions of which is set forth hereafter. The Trust consists primarily of the Mortgage Loans, such amounts as shall from time to time be held in the Collection Account and Distribution Account, the Insurance Policies and any REO Properties. To the extent not defined herein, the capitalized terms used herein have the respective meanings assigned in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as the ▇▇▇▇▇▇ ▇▇▇▇▇▇~~▇ Bank of America~~ ▇ds Corp., a Colorado corporation. WITNESS my hand and official seal. My commission expires: September 6,2002 /s/ Susan M. Messenger ------------------------------------------ Notary Public GUARANTY By its execution hereof, WELLSFORD REAL PROPERTIES, INC., a Colorado corporation ("WRP"), hereby guarantees to Al Feld ("Feld") that Wellsford Park Highlands ▇▇▇▇~~▇▇▇~~ ., a ▇▇▇▇~~▇ Trust 2013-C8~~rado corporation, ~~Commercial Mortgage Pass-Through Certificates, Series 2013-C8 (herein called~~ shall timely and fully satisfy its obligation to fund the ~~“Certificates”). The Certificates are issued in the Classes specified in the Pooling and Servicing Agreement and will evidence in the aggregate 100%~~ Final Closing Capital Contribution or otherwise to satisfy its obligation under Section 8.3.1 of the ~~beneficial ownership of the Trust. This Certificate represents an interest in the Class A-3 Certificates equal to the quotient expressed~~ foregoing Operating Agreement when, as ~~a percentage obtained by dividing the initial Certificate Balance of this Certificate specified on the face hereof~~ and if required by the initial Aggregate Certificate Balance of the Class A-3 Certificates. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the parties thereto. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing foregoing Operating Agreement, as such Agreement may be amended from time to ~~time,~~ time (the ~~Holder~~ "Obligation"). This guaranty is a guaranty of ~~this Certificate by virtue~~ payment and performance of the ~~acceptance hereof assents and by which such Holder is bound~~Obligations, not merely of collection. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. Distributions of principal of and interest on this Certificate will be made out of the Available Distribution Amount, to the extent and subject to the limitations set forth in the Pooling and Servicing Agreement, on the 4th Business Day after the related Determination Date (a “Distribution Date”) commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered on the applicable Record Date. The Determination Date is the 11th day of each month, or, if the 11th day is not a Business Day, the next succeeding Business Day (a “Determination Date”), commencing on March 11, 2013. All sums distributable on this Certificate are payable in the coin Any amendment or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the related Pass-Through Rate on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount due to this Certificate’s pro rata share of the amount to be distributed on the Class A-3 Certificates as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. Collateral Support Deficits shall be allocated on the applicable Distribution Date to the respective Classes of Principal Balance Certificates in the manner set forth in the Pooling and Servicing Agreement. All Collateral Support Deficits allocated to any Class of Principal Balance Certificates will be allocated pro rata among the outstanding Certificates of such Class. The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust. All distributions under the Pooling and Servicing Agreement to a nominee of The Depository Trust Company (“DTC”) will be made by or on behalf of the Certificate Administrator by check mailed to such ▇▇▇▇▇▇’s address as it appears on the Certificate Register of the Certificate Registrar or, upon written request to the Certificate Administrator on or prior to the related Record Date (or upon standing instructions given to the Certificate Administrator on the Closing Date prior to any Record Date, which instructions may be revoked at any time thereafter upon written notice to the Certificate Administrator five (5) days prior to the related Record Date) made by a Certificateholder by wire transfer in immediately available funds to an account specified in the request of such Certificateholder. Notwithstanding the above, the final distribution on any Certificate will be made only upon presentation and surrender of such Certificate at the location that will be specified in a notice of the pendency of such final distribution. The Pooling and Servicing Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the ~~rights~~ Obligations made by WPHC and ~~obligations of~~ Feld shall not release the ~~Certificateholders under the Pooling~~ duties and Servicing Agreement at any time by the parties thereto with the consent of the Holders of not less than 51% of the aggregate Voting Rights of the Certificates then outstanding, as specified in the Pooling and Servicing Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon the Certificate. The Pooling and Servicing Agreement also permits the amendment thereof, in certain circumstances, without the consent of the Holders of any of the Certificates. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the Corporate Trust Office of the Certificate Registrar, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreement, the Certificates are issuable in fully registered form only, without coupons, in minimum denominations specified in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates. Notwithstanding the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book entry facilities of DTC. The Depositor, the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating Agent and any of their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating Agent or any such agents shall be affected by notice to the contrary. The obligations and responsibilities of the Trustee and the Certificate Administrator created hereby (other than the obligation of the Certificate Administrator, to make payments to the Class R Certificateholders, as set forth in Section 11.3 of the Pooling and Servicing Agreement and other than the obligations in the nature of information or tax reporting) shall terminate on the earliest of (i) the later of (A) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust (and final distribution to the Certificateholders) and (B) the disposition of all REO Property (and final distribution to the Certificateholders), (ii) the sale of the property held by the Trust in accordance with Section 11.1(b) of the Pooling and Servicing Agreement, (iii) the termination of the Trust pursuant to Section 11.1(c) of the Pooling and Servicing Agreement or (iv) voluntary exchange by the Sole Certificateholder of all the outstanding Certificates (other than the Class R Certificates) for the remaining Mortgage Loans and REO Properties in the Trust Fund pursuant to the terms of Section 11.1(d) of the Pooling and Servicing Agreement; provided that in no event shall the Trust continue beyond the expiration of 21 years from the death of the last survivor of the descendants of ▇▇▇▇obligatio▇▇ ▇~~. ▇▇▇▇▇▇▇~~f WRP hereunder, ~~the late Ambassador of the United States~~ and this Guaranty shall extend to the ~~Court of St. ▇▇▇▇▇, living on the date hereof~~Obligations as so amended or modified. The parties designated in the Pooling and Servicing Agreement may exercise their option to purchase the Mortgage Loans and any other property remaining in the Trust and cause the termination of the Trust in accordance with the requirements set forth in the Pooling and Servicing Agreement. Upon termination of the Trust and payment of the Certificates and of all administrative expenses associated with the Trust, any remaining assets of the Trust This Guaranty shall be ~~distributed to~~ continuing and irrevocable until the ~~holders~~ Obligations have been satisfied in full. WRP hereby waives notice of ~~the Class R Certificates. The Certificate Registrar has executed~~ acceptance of this ~~Certificate under the Pooling and Servicing Agreement~~Guaranty.

Appears in 1 contract

Sources: Operating Agreement (Wellsford Real Properties Inc)

Certificate. evidencing a beneficial ownership interest in a New York common law trust (the “Trust”), consisting primarily of a pool of commercial and multifamily mortgage loans (the “Mortgage Loans”) and certain other property, formed and sold by THIS CERTIFIES THAT ~~CEDE & CO.~~ [_____] is the registered owner of this commercial mortgage pass-through certificate (this “Certificate”), which has been issued pursuant to the Pooling and Servicing Agreement, dated as specified above (the “Pooling and Servicing Agreement”), between ~~Banc of America~~ M▇▇▇▇▇ S▇▇▇▇▇▇ ~~▇▇▇▇▇ Commercial Mortgage~~ Capital I Inc. (hereinafter called the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement), the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar and the Authenticating Agent, a summary of certain of the pertinent provisions of which is set forth hereafter. The Trust consists primarily of the Mortgage Loans, such amounts as shall from time to time be held in the Collection Account and Distribution Account, the Insurance Policies and any REO Properties. To the extent not defined herein, the capitalized terms used herein have the respective meanings assigned in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as the ▇M▇▇▇▇▇ ▇S▇▇▇▇▇▇ Bank of America ▇M▇▇▇▇▇▇ ▇L▇▇▇▇ Trust ~~2013~~2014-C8C15, Commercial Mortgage ~~Pass-~~Pass- Through Certificates, Series ~~2013~~2014-C8 C15 (herein called the “Certificates”). The Certificates are issued in the Classes specified in the Pooling and Servicing Agreement and will evidence in the aggregate 100% of the beneficial ownership of the Trust. This Certificate represents an interest in the Class ~~A-3~~ V Certificates equal to the ~~quotient expressed as a~~ percentage ~~obtained by dividing the initial Certificate Balance of this Certificate~~ interest specified on the face ~~hereof by the initial Aggregate Certificate Balance of the Class A-3 Certificates~~hereof. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the parties thereto. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. The Holder of this Certificate shall be entitled to receive only certain amounts set forth in the Pooling and Servicing Agreement in respect of Excess Interest. Distributions ~~of principal of and interest~~ on this Certificate will be made out of the Available Distribution Amount, to the extent and subject to the limitations set forth in the Pooling and Servicing Agreement, on the 4th Business Day after the related Determination Date (a “Distribution Date”) ), commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered on the applicable Record Date. The Determination Date is the 11th day of each month, or, if the 11th day is not a Business Day, the next succeeding Business Day (a “Determination Date”), commencing on ~~March 11~~May 12, ~~2013~~2014. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the related Pass-Through Rate on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount due to this Certificate’s pro rata share of the amount to be distributed on the Class A-3 Certificates as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. Collateral Support Deficits shall be allocated on the applicable Distribution Date to the respective Classes of Principal Balance Certificates in the manner set forth in the Pooling and Servicing Agreement. All Collateral Support Deficits allocated to any Class of Principal Balance Certificates will be allocated pro rata among the outstanding Certificates of such Class. The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust. All distributions under the Pooling and Servicing Agreement ~~to a nominee of The Depository Trust Company (“DTC”)~~ will be made by or on behalf of the Certificate Administrator by check mailed to ~~such ▇▇▇▇▇▇~~the Holder’s address as it appears on the Certificate Register of the Certificate Registrar or, upon written request to the Certificate Administrator on or prior to the related Record Date (or upon standing instructions given to the Certificate Administrator on the Closing Date prior to any Record Date, which instructions may be revoked at any time thereafter upon written notice to the Certificate Administrator five (5) days prior to the related Record Date) made by a Certificateholder by wire transfer in immediately available funds to an account specified in the request of such Certificateholder. Notwithstanding the above, the final distribution on any Certificate will be made only upon presentation and surrender of such Certificate at the location that will be specified in a notice of the pendency of such final distribution. The Pooling and Servicing Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Certificateholders under the Pooling and Servicing Agreement at any time by the parties thereto with the consent of the Holders of not less than 51% of the aggregate Voting Rights of the Certificates then outstanding, as specified in the Pooling and Servicing Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon the Certificate. The Pooling and Servicing Agreement also permits the amendment thereof, in certain circumstances, without the consent of the Holders of any of the Certificates. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the Corporate Trust Office of the Certificate Registrar, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations will be issued to the designated transferee or transferees. ~~Subject~~ The Class V Certificates will be issued in fully registered, certificated form in minimum percentage interests of 10% and in multiples of 1% in excess thereof. No transfer, sale, pledge or other disposition of this Certificate or interest therein shall be made unless such transfer, sale, pledge or other disposition is exempt from the registration and/or qualification requirements of the Securities Act and any applicable state securities laws, or is otherwise made in accordance with the Securities Act and such state securities laws. If a transfer of any Non-Registered Certificate held as a Definitive Certificate is to be made without registration under the Securities Act (other than in connection with the initial issuance of the Certificates or a transfer of such Certificate by the Depositor or one of its Affiliates), then the Certificate Registrar shall refuse to register such transfer unless it receives (and upon receipt, may conclusively rely upon) either: (i) a certificate from the Certificateholder desiring to effect such transfer substantially in the form attached as Exhibit D-1 to the ~~terms of~~ Pooling and Servicing Agreement and a certificate from such Certificateholder’s prospective Transferee substantially in the form attached either as Exhibit D-2A or Exhibit D-2B to the Pooling and Servicing Agreement; or (ii) an opinion of counsel satisfactory to the Certificate Registrar to the effect that such transfer shall be made without registration under the Securities Act, together with the written certification(s) as to the facts surrounding such transfer from the Certificateholder desiring to effect such transfer and/or such Certificateholder’s prospective Transferee on which such opinion of counsel is based (which opinion of counsel shall not be an expense of the Trust or of the Depositor, the ~~Certificates are issuable~~ Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Trustee, the Trust Advisor or the Certificate Registrar in ~~fully registered form only, without coupons,~~ their respective capacities as such). No transfer of a Class V Certificate may be made to a Person that is not a Qualified Institutional Buyer or an Institutional Accredited Investor. No transfer of a Class V Certificate may be made in ~~minimum denominations specified in~~ book-entry form. No party to the Pooling and Servicing ~~Agreement~~Agreement is obligated to register or qualify any Class of Non-Registered Certificates under the Securities Act or any other securities law or to take any action not otherwise required under the Pooling and Servicing Agreement to permit the transfer of any Certificate. Any Certificateholder or Certificate Owner desiring to effect a transfer of this Certificate or interests therein shall, and does hereby agree to, indemnify each Underwriter, each Initial Purchaser and each party to the Pooling and Servicing Agreement against any liability that may result if the transfer is not exempt from such registration or qualification or is not made in accordance with such federal and state laws. No transfer of a Class V Certificate or any interest therein shall be made (A) to any employee benefit plan or other retirement arrangement, including individual retirement accounts and annuities, K▇▇▇▇ plans and collective investment funds and separate accounts, the assets of which are considered “plan assets” under U.S. Department of Labor Regulation Section 2510.3-101, as modified by Section 3(42) of ERISA, including, without limitation, insurance company general accounts, that is subject to Title I of ERISA or Section 4975 of the Code or any applicable federal, state or local law (“Similar Laws”) materially similar to the foregoing provisions of ERISA or the Code (each, a “Plan”), or (B) to any Person who is directly or indirectly purchasing such Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with “plan assets” of a Plan. Each Person who acquires any Class V Certificate (unless it shall have acquired such Certificate from the Depositor or an Affiliate thereof) shall be required to deliver to the Certificate Registrar a certification in the form of Exhibit D-2A or Exhibit D-2B to the Pooling and Servicing Agreement that includes a certification to the effect that it is neither a Plan nor any Person who is directly or indirectly purchasing such Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with “plan assets” of a Plan. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates. Notwithstanding the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book entry facilities of DTC. The Depositor, the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating Agent and any of their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating Agent or any such agents shall be affected by notice to the contrary. The obligations and responsibilities of the Trustee and the Certificate Administrator created hereby (other than the obligation of the Certificate Administrator, to make payments to the Class R Certificateholders, as set forth in Section 11.3 of the Pooling and Servicing Agreement and other than the obligations in the nature of information or tax reporting) shall terminate on the earliest of (i) the later of (A) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust (and final distribution to the Certificateholders) and (B) the disposition of all REO Property (and final distribution to the Certificateholders), (ii) the sale of the property held by the Trust in accordance with Section 11.1(b) of the Pooling and Servicing Agreement, (iii) the termination of the Trust pursuant to Section 11.1(c) of the Pooling and Servicing Agreement or (iv) voluntary exchange by the Sole Certificateholder of all the outstanding Certificates (other than the Class R Certificates) for the remaining Mortgage Loans and REO Properties in the Trust Fund pursuant to the terms of Section 11.1(d) of the Pooling and Servicing Agreement; provided that in no event shall the Trust continue beyond the expiration of 21 years from the death of the last survivor of the descendants of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the late Ambassador of the United States to the Court of St. ▇▇▇▇▇, living on the date hereof. The parties designated in the Pooling and Servicing Agreement may exercise their option to purchase the Mortgage Loans and any other property remaining in the Trust and cause the termination of the Trust in accordance with the requirements set forth in the Pooling and Servicing Agreement. Upon termination of the Trust and payment of the Certificates and of all administrative expenses associated with the Trust, any remaining assets of the Trust shall be distributed to the holders of the Class R Certificates. The Certificate Registrar has executed this Certificate under the Pooling and Servicing Agreement.and

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2014-C16)

Certificate. ~~evidencing~~ The undersigned hereby certifies by checking the appropriate boxes that: (1) the Rights evidenced by this Rights Certificate [ ] are [ ] are not beneficially owned by an Acquiring Person or an Affiliate or an Associate thereof (as defined in the Rights Agreement); and (2) after due inquiry and to the best knowledge of the undersigned, the undersigned [ ] did [ ] did not acquire the Rights evidenced by this Rights Certificate from any Person who is, was or subsequently became an Acquiring Person or an Affiliate or Associate thereof. Dated: , ------------------- ---- ------------------------------------- Signature Signature Guaranteed: -------------------------------------------------------------------------------- NOTICE The signatures to the foregoing Election to Purchase and Certificate must conform to the name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever. The signature must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. In the event the certification set forth above is not completed, the Company will deem the beneficial ~~ownership interest~~ owner of the Right evidenced by this Rights Certificate to be a Acquiring Person or an Affiliate or Associate thereof (as defined in ~~a New York common law trust~~ the Rights Agreement) and will not issue the shares of Common Stock issuable upon the exercise of the Rights (or such other securities of the Company or of any other Person which may be issuable upon the exercise of the Rights). SUMMARY OF RIGHTS AGREEMENT Each holder of shares of HORIZON MENTAL HEALTH MANAGEMENT, INC. Common Stock as of February 19, 1997 (the ~~“Trust”~~"Record Date") will receive a distribution on March 4, 1997 (the "Distribution Date") of one stock purchase right (a "Right") per share of Common Stock in accordance with and pursuant to a Rights Agreement between the Company and American Stock Transfer & Trust Company dated February 6, 1997. A Right will also accompany each share of Common Stock issued following the Record Date. Each Right, when it first becomes exercisable, entitles the holder to purchase from Horizon Mental Health Management, Inc. one share of Common Stock at an initial exercise price of $83.33 per share (the "Exercise Price"), ~~consisting primarily~~ subject to adjustment. Exercisability of ~~a pool of commercial and multifamily mortgage loans (the “Mortgage Loans”) and certain other property, formed and sold by THIS CERTIFIES THAT CEDE & CO~~Rights. is the registered owner of this commercial mortgage pass-through certificate (this “Certificate”), which has been issued pursuant to the Pooling and Servicing Agreement, dated as specified above (the “Pooling and Servicing Agreement”), between Banc of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Commercial Mortgage Inc. (hereinafter called the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement)Initially, the ~~Master Servicer,~~ Rights will not be exercisable or transferable apart from the ~~Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar and the Authenticating Agent, a summary~~ shares of certain of the pertinent provisions of which is set forth hereafter. The Trust consists primarily of the Mortgage Loans, such amounts as shall from time to time be held in the Collection Account and Distribution Account, the Insurance Policies and any REO Properties. To the extent not defined herein, the capitalized terms used herein have the respective meanings assigned in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C8, Commercial Mortgage Pass-Through Certificates, Series 2013-C8 (herein called the “Certificates”). The Certificates are issued in the Classes specified in the Pooling and Servicing Agreement and will evidence in the aggregate 100% of the beneficial ownership of the Trust. This Certificate represents an interest in the Class A-3 Certificates equal to the quotient expressed as a percentage obtained by dividing the initial Certificate Balance of this Certificate specified on the face hereof by the initial Aggregate Certificate Balance of the Class A-3 Certificates. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information Common Stock with respect to ~~the interests, rights, benefits, obligations, proceeds~~which they were distributed, and duties evidenced hereby and the rights, duties and obligations of the parties thereto. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. Distributions of principal of and interest on this Certificate will be ~~made out of~~ evidenced only by the Available Distribution Amount, to the extent and subject to the limitations set forth in the Pooling and Servicing Agreement, on the 4th Business Day after the related Determination Date (a “Distribution Date”) commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered on the applicable Record Datecertificates representing such shares. The ~~Determination Date~~ Rights will become exercisable and transferable apart from the Common Stock on a date (the "Exercisability Date") that is the 11th day of each month, or, if the 11th day is not a Business Day, the next succeeding Business Day (a “Determination Date”), commencing on March 11, 2013. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the related Pass-Through Rate on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount due to this Certificate’s pro rata share of the amount to be distributed on the Class A-3 Certificates as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. Collateral Support Deficits shall be allocated on the applicable Distribution Date to the respective Classes of Principal Balance Certificates in the manner set forth in the Pooling and Servicing Agreement. All Collateral Support Deficits allocated to any Class of Principal Balance Certificates will be allocated pro rata among the outstanding Certificates of such Class. The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust. All distributions under the Pooling and Servicing Agreement to a nominee of The Depository Trust Company (“DTC”) will be made by or on behalf of the Certificate Administrator by check mailed to such ▇▇▇▇▇▇’s address as it appears on the Certificate Register of the Certificate Registrar or, upon written request to the Certificate Administrator on or prior to the related Record Date (or upon standing instructions given to the Certificate Administrator on the Closing Date prior to any Record Date, which instructions may be revoked at any time thereafter upon written notice to the Certificate Administrator five (5) days prior to the related Record Date) made by a Certificateholder by wire transfer in immediately available funds to an account specified in the request of such Certificateholder. Notwithstanding the above, the final distribution on any Certificate will be made only upon presentation and surrender of such Certificate at the location that will be specified in a notice of the pendency of such final distribution. The Pooling and Servicing Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Certificateholders under the Pooling and Servicing Agreement at any time by the parties thereto with the consent of the Holders of not less than 51% of the aggregate Voting Rights of the Certificates then outstanding, as specified in the Pooling and Servicing Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon the Certificate. The Pooling and Servicing Agreement also permits the amendment thereof, in certain circumstances, without the consent of the Holders of any of the Certificates. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the Corporate Trust Office of the Certificate Registrar, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreement, the Certificates are issuable in fully registered form only, without coupons, in minimum denominations specified in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates. Notwithstanding the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book entry facilities of DTC. The Depositor, the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating Agent and any of their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating Agent or any such agents shall be affected by notice to the contrary. The obligations and responsibilities of the Trustee and the Certificate Administrator created hereby (other than the obligation of the Certificate Administrator, to make payments to the Class R Certificateholders, as set forth in Section 11.3 of the Pooling and Servicing Agreement and other than the obligations in the nature of information or tax reporting) shall terminate on the earliest earlier of (i) the ~~later~~ close of business on the tenth business day after the Stock Acquisition Date, defined as the first date of a public announcement that a person or group of affiliated or associated persons has become an Acquiring Person (Aas defined below) ~~the final payment~~ or other liquidation of the last Mortgage Loan remaining in the Trust (and final distribution to the Certificateholders) and (B) the disposition of all REO Property (and final distribution to the Certificateholders), (ii) the ~~sale~~ close of business on such date as a majority of the ~~property held~~ Board of Directors shall determine, which date shall follow the commencement of a tender or exchange offer that, if consummated, would result in a person or group becoming an Acquiring Person. The Rights will be exercisable from the Exercisability Date until the Expiration Date, which is the earlier of the close of business on the ten-year anniversary of the date of the Rights Agreement (the "Final Expiration Date"), the date the Rights are redeemed by the ~~Trust in accordance with Section 11.1(b)~~ Company, or the date the Rights are exchanged by the Company, at which time they will expire. A person or group becomes an Acquiring Person when such person or group acquires or obtains the right to acquire beneficial ownership of 15% or more of the ~~Pooling and Servicing Agreement~~then outstanding shares of Common Stock, with certain exceptions described in the Rights Agreement (~~iii)~~ including exceptions for shares owned by the ~~termination~~ Company or a subsidiary or employee benefit plan of the ~~Trust pursuant~~ Company, and for shares owned by any person who the Board of Directors determines inadvertently reached such 15% beneficial ownership level and who promptly divests sufficient shares such that 15% or greater beneficial ownership ceases). Transferability of Rights. Prior to ~~Section 11.1(c)~~ the Exercisability Date, the Rights will not be transferable apart from the shares of Common Stock to which they are attached. Thus, the surrender or transfer of any Common Stock certificate prior to that date will also constitute the transfer of the Pooling and Servicing Agreement or (iv) voluntary exchange by the Sole Certificateholder of all the outstanding Certificates (other than the Class R Certificates) for the remaining Mortgage Loans and REO Properties in the Trust Fund pursuant to the terms of Section 11.1(d) of the Pooling and Servicing Agreement; provided that in no event shall the Trust continue beyond the expiration of 21 years from the death of the last survivor of the descendants of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the late Ambassador of the United States to the Court of St. ▇▇▇▇▇, living on the date hereof. The parties designated in the Pooling and Servicing Agreement may exercise their option to purchase the Mortgage Loans and any other property remaining in the Trust and cause the termination of the Trust in accordance with the requirements set forth in the Pooling and Servicing Agreement. Upon termination of the Trust and payment of the Certificates and of all administrative expenses Rights associated with the ~~Trust~~shares represented by such certificate. Until the Exercisability Date (or earlier redemption, ~~any remaining assets~~ exchange or expiration of the ~~Trust shall be distributed to~~ Rights), new Common Stock certificates issued after the ~~holders~~ Record Date, upon transfer or new issuance of shares of Common Stock, will contain a notation incorporating the Rights Agreement by reference. Until the Exercisability Date (or earlier redemption, exchange or expiration of the ~~Class R Certificates. The Certificate Registrar has executed this Certificate under~~ Rights), the ~~Pooling and Servicing Agreement.~~surrender for transfer of any certificates for shares of Common Stock, outstanding as of the

Appears in 1 contract

Sources: Rights Agreement (Horizon Mental Health Management Inc)

Certificate. evidencing a beneficial ownership interest in a ~~New York common law trust (the “Trust”)~~Trust Fund, consisting primarily of a pool of ~~commercial~~ fixed rate, commercial, multifamily and ~~multifamily~~ mobile home community mortgage loans (the “"Mortgage Loans”) "), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and ~~certain~~ revenues received in respect thereof, the mortgagee's rights under the Insurance Policies, any Assignment of Leases, and any guaranties, escrow accounts or other ~~property~~collateral as security for the Mortgage Loans, and such amounts as shall from time to time be held in the Certificate Account, the Distribution Accounts, and the REO Accounts, formed and sold by BEAR ▇▇▇▇▇▇▇ COMMERCIAL MORTGAGE SECURITIES INC. THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN BEAR ▇▇▇▇▇▇▇ COMMERCIAL MORTGAGE SECURITIES INC., THE SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE FISCAL AGENT OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES. THIS CERTIFIES THAT ~~CEDE & CO.~~ ________________________________ is the registered owner of the interest evidenced by this ~~commercial mortgage pass-through certificate (this “Certificate”), which has been~~ Certificate in the Class X Certificates issued by the Trust Fund created pursuant to the Pooling and Servicing Agreement, dated as ~~specified above~~ of June 1, 1998 (the “"Pooling and Servicing Agreement”"), ~~between Banc of America~~ among Bear ▇▇▇▇▇▇▇ ~~▇▇▇▇▇~~ Commercial Mortgage Securities Inc. (hereinafter called the “"Depositor”", which term includes any successor entity under the Pooling and Servicing Agreement), LaSalle National Bank, as Trustee (the ~~Master Servicer~~"Trustee"), AMRESCO Management, Inc., as special servicer (the "Special Servicer"), Banc One Mortgage Capital Markets, LLC, as servicer (the ~~Trust Advisor~~"Servicer") and ABN AMRO Bank N.V., as fiscal agent (the ~~Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar and the Authenticating~~ "Fiscal Agent~~, a~~ "). A summary of certain of the pertinent provisions of ~~which~~ the Pooling and Servicing Agreement is set forth hereafter~~. The Trust consists primarily of the Mortgage Loans, such amounts as shall from time to time be held in the Collection Account and Distribution Account, the Insurance Policies and any REO Properties~~. To the extent not defined herein, the capitalized terms used herein shall have the ~~respective~~ meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as Certificates of the ~~▇▇▇▇▇▇~~ series specified on the face hereof (herein called the "Certificates") and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial Notional Amount of the Class X Certificates. The Certificates are designated as the Bear ▇▇▇▇▇▇▇ ~~Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C8~~Commercial Mortgage Securities Inc., Commercial Mortgage Pass-Through Certificates, Series ~~2013~~1998-~~C8 (herein called the “Certificates”). The Certificates~~ C1 and are issued in ~~the~~ fifteen Classes ~~specified~~ as specifically set forth in the Pooling and Servicing ~~Agreement and~~ Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership of the Trust. This Certificate represents an interest in the Class A-3 Certificates equal to the quotient expressed as a percentage obtained by dividing the initial Certificate Balance of this Certificate specified on the face hereof by the initial Aggregate Certificate Balance of the Class A-3 CertificatesTrust Fund. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the ~~parties thereto~~Trustee. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the ~~Holder of this Certificate~~ Certificateholder by virtue of the acceptance hereof assents and by which ~~such Holder~~ the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. ~~Distributions~~ This Certificate is a "regular interest" in a "real estate mortgage investment conduit," as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of ~~principal~~ the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and ~~interest on~~ take no action inconsistent with the treatment of, this Certificate ~~will be made out~~ in accordance with the preceding sentence for purposes of ~~the Available Distribution Amount~~federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income. Pursuant to the ~~extent and subject to the limitations set forth in~~ terms of the Pooling and Servicing Agreement, on the ~~4th Business Day after the related Determination Date (a “Distribution Date”) commencing on the First Distribution Date specified above,~~ Paying Agent shall distribute to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person's pro rata share (based on the ~~applicable Record Date. The Determination Date is~~ Percentage Interest represented by this Certificate) of that portion of the ~~11th day~~ aggregate amount of ~~each month, or~~principal and interest then distributable, if any, allocable to the ~~11th day is not a Business Day~~Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described in the ~~next succeeding Business Day (a “Determination Date”), commencing on March 11, 2013~~Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at in an amount equal to the ~~related~~ sum of the A-1 Component Interest Accrual Amount, the A-2 Component Interest Accrual Amount, the B Component Interest Accrual Amount, C-E Component Interest Accrual Amount and the WAC Component Interest Accrual Amount immediately prior to such Distribution Date which shall be equal to the excess, if any, of (i) the weighted average of the Net Mortgage Rates of the Mortgage Loans as of the immediately preceding Distribution Date after giving effect to distributions of principal on such Distribution Date, over (ii) the weighted average of the Pass-Through ~~Rate on~~ Rates of the ~~Certificate Balance~~ other Classes of ~~this Certificate immediately prior to each Distribution Date~~Certificates (other than the Residual Certificates). ~~Principal and interest~~ Interest allocated to this Certificate on any Distribution Date will be in an amount due to this Certificate’s 's pro rata share of the ~~amount~~ Available Distribution Amount to be distributed on the Certificates of this Class ~~A-3 Certificates~~ as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. Collateral Support Deficits shall be allocated on the applicable Distribution Date to the respective Classes of Principal Balance Certificates in the manner set forth in the Pooling and Servicing Agreement. All Collateral Support Deficits allocated to any Class of Principal Balance Certificates will be allocated pro rata among the outstanding Certificates of such Class. The Certificates are limited in right of payment to to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Certificate Account will be held and maintained by the Servicer in the name of the Trustee on behalf of the holders of the Certificates specified in the Pooling and Servicing Agreement and the Servicer will be authorized to make withdrawals therefrom and the Distribution Accounts will be held and maintained by the Trustee on behalf of the holders of the Certificates and the Trustee (and in certain instances, the Servicer) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts may be invested in Permitted Investments. Interest or other income earned on funds in the Certificate Account and Distribution Accounts will be paid to the Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the ~~Collection~~ Certificate Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the ~~Trust~~Trust Fund. All distributions under the Pooling and Servicing Agreement to a ~~nominee~~ Class of ~~The Depository Trust Company (“DTC”) will~~ Certificates shall be made ~~by or~~ on ~~behalf~~ each Distribution Date (other than the final distribution on any Certificate) to Certificateholders of record on the ~~Certificate Administrator~~ related Record Date by check mailed to ~~such ▇▇▇▇▇▇’s~~ the address ~~as it appears on~~ set forth therefor in the Certificate Register ~~of the Certificate Registrar~~ or, ~~upon written request to~~ provided that such Certificateholder has provided the ~~Certificate Administrator on or prior to the related Record Date (or upon standing~~ Trustee with wire instructions ~~given to the Certificate Administrator on the Closing Date prior to any Record Date, which instructions may be revoked at any time thereafter upon written notice to the Certificate Administrator~~ in writing no less than five ~~(5) days~~ Business Days prior to the related Record Date~~) made by a Certificateholder~~ , by wire transfer in of immediately available funds to an the account specified ~~in the request of~~ by such ~~Certificateholder~~Certificateholder at a bank or other entity having appropriate facilities therefor. ~~Notwithstanding the above, the~~ The final distribution on ~~any~~ this Certificate ~~will~~ shall be made in like manner, but only upon ~~presentation~~ presentment and surrender of ~~such~~ this Certificate at the location ~~that will be~~ specified in a the notice ~~of the pendency~~ to Certificateholders of such final distribution. ~~The Pooling and Servicing Agreement permits, with certain exceptions therein provided,~~ Any funds not distributed on the ~~amendment thereof and the modification~~ final Distribution Date because of the ~~rights~~ failure of Certificateholders to tender their Certificates shall be set aside and ~~obligations~~ held uninvested in trust for the benefit of the ~~Certificateholders under~~ non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any Certificates as to which notice has been given pursuant to Section 4.01(g) of the Pooling and Servicing Agreement at shall not have been surrendered for cancellation within six months after the time specified in such notice, the Trustee shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation in order to receive the final distribution with respect thereto. If within one year after the second notice all such Certificates shall not have been surrendered for cancellation, the Trustee, directly or through an agent, shall take such steps to contact the remaining non-tendering Certificateholders concerning surrender of their Certificates as it shall deem appropriate. The costs and expenses of holding such funds in trust and of contacting such Certificateholders following the first anniversary of the delivery of such second notice to the non-tendering Certificateholder shall be paid out of such funds. No interest shall accrue or be payable to any ~~time~~ Certificateholder on any amount held in trust by the ~~parties thereto~~ Trustee or the Paying Agent as a result of such Certificateholder's failure to surrender its Certificate(s) for final payment thereof in accordance with ~~the consent~~ Section 4.01(g) of ~~the Holders of not less than 51% of the aggregate Voting Rights of the Certificates then outstanding, as specified in~~ the Pooling and Servicing Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon the Certificate. The Pooling and Servicing Agreement also permits the amendment thereof, in certain circumstances, without the consent of the Holders of any of the Certificates. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, ~~the~~ a Certificateholder may transfer of or exchange this Certificate ~~is registrable~~ in whole or in part (with a denomination equal to any authorized denomination) by surrendering such Certificate at the Registrar Office or at the office of any successor Certificate Registrar or transfer agent appointed by the Certificate ~~Register upon surrender~~ Registrar together with an instrument of ~~this Certificate for registration of transfer at the Corporate Trust Office of the Certificate Registrar~~transfer, duly endorsed by, or accompanied by an assignment in the form set forth below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder~~’s attorney~~ 's attorney-in-fact duly authorized in writing, in the case of a transfer, and ~~thereupon one or more new Certificates~~ a written request for exchange in the case of ~~the same Class in authorized denominations will be issued to the designated transferee or transferees~~exchange. Subject to the terms of the Pooling and Servicing Agreement, the Class X Certificates ~~are issuable~~ will be issued in ~~fully registered~~ book-entry form ~~only, without coupons,~~ through the facilities of DTC in minimum ~~denominations specified~~ Denominations of $1,000,000 initial Notional Amount and in integral multiples of $1,000 in excess thereof, with one Certificate of such Class evidencing an additional amount equal to the remainder of the initial Notional Amount of such Class. Subject to the terms of the Pooling and Servicing Agreement, the Offered Certificates (other than the Class X Certificates) will be issued in book-entry form through the facilities of DTC in minimum Denominations of $25,000 initial Certificate Balance, and in integral multiples of $1,000 in excess thereof, with one Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class. ~~As provided~~ Subject to the terms of the Pooling and Servicing Agreement, the Non-Registered Certificates (other than the Class X Certificates and the Residual Certificates) will be issued in fully registered, certificated form, in minimum denominations of initial Certificate Balance of not less than $250,000 and in integral multiples of $1,000 in excess thereof, with one Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Notional Amount of such Class. The Class R and Class LR Certificates will be issuable only in one or more Definitive Certificates in denominations representing Percentage Interests of not less than 25%. No fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange referred to in Section 5.02 of the Pooling and Servicing Agreement ~~and subject~~ other than as defined in this paragraph. In connection with any transfer to ~~certain limitations therein set forth~~an Institutional Accredited Investor, ~~Certificates are exchangeable~~ the transferor shall reimburse the Trust Fund for ~~new Certificates~~ any costs (including the cost of the ~~same Class in authorized denominations as requested~~ Certificate Registrar's counsel's review of the documents and any legal opinions, submitted by the ~~Holder surrendering~~ transferor or transferee to the ~~same~~Certificate Registrar as provided in Section 5.02(h) of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. ~~No service charge will be made for~~ With respect to any ~~such registration of~~ transfer or exchange ~~but~~ of any Certificate, the Certificate Registrar may require payment by each transferor of a sum sufficient to cover any ~~tax~~ tax, expense or other governmental charge ~~that may be imposed~~ payable in connection with any such transfer or ~~exchange~~ exchange. Prior to due presentation of ~~Certificates. Notwithstanding~~ a Certificate for registration of transfer, the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book entry facilities of DTC. The Depositor, the ~~Master~~ Trustee, the Fiscal Agent, the Servicer, the Special Servicer, the ~~Trust Advisor, the Trustee, the Custodian,~~ Paying Agent and the Certificate ~~Administrator, the Certificate Registrar, the Authenticating Agent~~ Registrar and any agents of ~~their agents~~ any of them may treat the ~~Person~~ person in whose name this Certificate is registered as the owner hereof for the purpose of receiving distributions pursuant to Section 4.01 of the Pooling and Servicing Agreement and for all ~~purposes~~other purposes whatsoever, except as and to the extent provided in the definition of "Certificateholder" in the Pooling and Servicing Agreement, and none of the Depositor, the ~~Master~~ Trustee, the Servicer, the Special Servicer, the ~~Trust Advisor, the Trustee, the Custodian~~Paying Agent, the Certificate ~~Administrator, the Certificate Registrar, the Authenticating Agent or~~ Registrar and any ~~such agents~~ agent of any of them shall be affected by notice to the contrary. The obligations and responsibilities of the Trustee and the Certificate Administrator created hereby (other than the obligation of the Certificate Administrator, to make payments to the Class R Certificateholders, contrary except as ~~set forth~~ provided in Section 11.3 of the Pooling and Servicing Agreement and other than the obligations in the nature of information or tax reporting) shall terminate on the earliest of (i) the later of (A) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust (and final distribution to the Certificateholders) and (B) the disposition of all REO Property (and final distribution to the Certificateholders), (ii) the sale of the property held by the Trust in accordance with Section 11.1(b5.02(d) of the Pooling and Servicing Agreement, (iii) the termination of the Trust pursuant to Section 11.1(c) of the Pooling and Servicing Agreement or (iv) voluntary exchange by the Sole Certificateholder of all the outstanding Certificates (other than the Class R Certificates) for the remaining Mortgage Loans and REO Properties in the Trust Fund pursuant to the terms of Section 11.1(d) of the Pooling and Servicing Agreement; provided that in no event shall the Trust continue beyond the expiration of 21 years from the death of the last survivor of the descendants of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the late Ambassador of the United States to the Court of St. ▇▇▇▇▇, living on the date hereof. The ~~parties designated in the~~ Pooling and Servicing Agreement may ~~exercise their option~~ be amended from time to ~~purchase~~ time by the ~~Mortgage Loans and~~ parties hereto, without the consent of any ~~other property remaining in the Trust and cause the termination~~ of the Trust in accordance with the requirements set forth in the Pooling and Servicing Agreement. Upon termination of the Trust and payment of the Certificates and of all administrative expenses associated with the Trust, any remaining assets of the Trust shall be distributed to the holders of the Class R Certificates. The Certificate Registrar has executed this Certificate under the Pooling and Servicing Agreement.Certificateholders:

Appears in 1 contract

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

Certificate. evidencing a beneficial ownership interest in a ~~New York common law trust (the “~~Trust”), consisting primarily of a pool of commercial and multifamily mortgage loans (the “"Mortgage Loans”") and certain other property, formed and sold by BEAR ▇▇▇▇▇▇▇ COMMERCIAL MORTGAGE SECURITIES INC. THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced by this ~~commercial mortgage pass-through certificate (this “Certificate”), which has been~~ Certificate in the Class X-2 Certificates issued by the Trust created pursuant to the Pooling and Servicing Agreement, dated as specified above (the “"Pooling and Servicing Agreement”"), ~~between Banc of America~~ among Bear ▇▇▇▇▇▇▇ ~~▇▇▇▇▇~~ Commercial Mortgage Securities Inc. (hereinafter called the “"Depositor”, ," which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Fiscal Agent, the Paying Agent, the Certificate Registrar, the Master ~~Servicer,~~ Servicer and the Special Servicer~~, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar and the Authenticating Agent~~, a summary of certain of the pertinent provisions of which is set forth hereafter. The Trust consists primarily of the Mortgage Loans, such amounts as shall from time to time be held in the ~~Collection~~ Certificate Account and Distribution Account, the Insurance Policies and any REO Properties. To the extent not defined herein, the capitalized terms used herein have the ~~respective~~ meanings assigned in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as Certificates of the ~~▇▇▇▇▇▇~~ series specified on the face hereof (herein called the "Certificates") and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage obtained by dividing the Notional Amount of this Certificate specified on the face hereof by the initial aggregate Notional Amount of the Class X-2 Certificates. The Certificates are designated as the Bear ▇▇▇▇▇▇▇ ~~Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C8~~Commercial Mortgage Securities Inc., Commercial Mortgage Pass-Through Certificates, Series ~~2013~~2003-~~C8 (herein called the “Certificates”). The Certificates~~ TOP10 and are issued in the Classes specified in the Pooling and Servicing ~~Agreement and~~ Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership of the Trust. This Certificate represents an interest in the Class A-3 Certificates equal to the quotient expressed as a percentage obtained by dividing the initial Certificate Balance of this Certificate specified on the face hereof by the initial Aggregate Certificate Balance of the Class A-3 Certificates. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that ~~agreement~~ Agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the ~~parties thereto~~Trustee and the Paying Agent. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the ~~Holder of this Certificate~~ Certificateholder by virtue of the acceptance hereof assents and by which ~~such Holder~~ the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. Distributions of ~~principal of and~~ interest on this Certificate will be made out of the Available Distribution Amount, to the extent and subject to the limitations set forth in the Pooling and Servicing Agreement, on the ~~4th~~ 13th day of each month or, if such 13th day is not a Business Day, the next succeeding Business Day ~~after the related Determination Date~~ (a “"Distribution Date”") commencing on the ~~First~~ first Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the ~~applicable~~ last Business Day of the month immediately preceding the month of such distribution (the "Record Date~~. The Determination Date is the 11th day of each month, or, if the 11th day is not a Business Day, the next succeeding Business Day (a “Determination Date”~~")~~, commencing on March 11, 2013~~. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the ~~related~~ Pass-Through Rate specified above on the ~~Certificate Balance~~ Notional Amount of this Certificate immediately prior to each Distribution Date. ~~Principal and interest~~ Interest allocated to this Certificate on any Distribution Date will be in an amount due to this Certificate’s 's pro rata share of the amount to be distributed on the Certificates of this Class ~~A-3 Certificates~~ as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. ~~Collateral Support Deficits~~ Realized Losses and interest shortfalls on the Mortgage Loans shall be allocated on the applicable Distribution Date to ~~the respective Classes of Principal Balance Certificates~~ Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All ~~Collateral Support Deficits~~ Realized Losses and interest shortfalls on the Mortgage Loans allocated to any Class of ~~Principal Balance~~ Certificates will be allocated pro rata among the outstanding Certificates of such Class. The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the ~~Collection~~ Certificate Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust. All distributions under the Pooling and Servicing Agreement to a nominee of The Depository Trust Company (“"DTC”") will be made by or on behalf of the Certificate Administrator by check mailed to such ▇▇▇▇▇▇’s address as it appears on the Certificate Register of the Certificate Registrar or, upon written request to the Certificate Administrator on or prior to the related Record Date (or upon standing instructions given to the Certificate Administrator on the Closing Date prior to any Record Date, which instructions may be revoked at any time thereafter upon written notice to the Certificate Administrator five (5) days prior to the related Record Date) made by a Certificateholder Paying Agent by wire transfer in immediately available funds to an account specified in the request of such Certificateholder. All distributions under the Pooling and Servicing Agreement to Certificateholders will be made by wire transfer in immediately available funds to the account specified by the Certificateholder, at a bank or other entity having appropriate facilities therefor, if such Certificateholder will have provided the Paying Agent with wiring instructions on or prior to the related Record Date or otherwise by check mailed to such Certificateholder. Notwithstanding the above, the final distribution on any Certificate will be made only upon presentation and surrender of such Certificate at the location that will be specified in a notice of the pendency of such final distribution. The Pooling and Servicing Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Certificateholders under the Pooling and Servicing Agreement at any time by the parties thereto with the consent of the Holders of not less than 51% of the ~~aggregate Voting Rights~~ Aggregate Certificate Balance of the Certificates then outstanding, as specified in the Pooling and Servicing Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon the Certificate. The Pooling and Servicing Agreement also permits the amendment thereof, in certain circumstances, without the consent of the Holders of any of the Certificates. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the Corporate Trust Office of the Certificate Registrar, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s 's attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreement, the Class X-2 Certificates ~~are issuable~~ will be issued in ~~fully registered form only, without coupons,~~ denominations of $100,000 initial Notional Amount and in ~~minimum denominations specified~~ any whole dollar denomination in ~~the Pooling and Servicing Agreement~~excess thereof. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates. Notwithstanding the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book entry facilities of DTC. The Depositor, the Trustee, the Fiscal Agent, the Paying Agent, the Master Servicer, the Special ~~Servicer, the Trust Advisor, the Trustee, the Custodian,~~ Servicer and the Certificate ~~Administrator, the Certificate Registrar, the Authenticating Agent~~ Registrar and any of their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and ~~none of~~ neither the Depositor, the Trustee, the Fiscal Agent, the Paying Agent, the Master Servicer, the Special Servicer, the ~~Trust Advisor, the Trustee, the Custodian, the~~ Certificate ~~Administrator, the Certificate Registrar, the Authenticating Agent or~~ Registrar nor any such agents shall be affected by notice to the contrary. The obligations and responsibilities of the Trustee and the ~~Certificate Administrator~~ Paying Agent created hereby (other than the obligation of the ~~Certificate Administrator,~~ Paying Agent to make payments to the ~~Class R Certificateholders,~~ Certificateholders as set forth in Section ~~11.3~~ 10.2 of the Pooling and Servicing Agreement and other than the obligations in the nature of information or tax reporting) shall terminate on the earliest of (i) the later of (A) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust ~~(and final distribution to the Certificateholders)~~ and (B) the disposition of all REO Property ~~(and final distribution to the Certificateholders),~~ or (ii) the sale of the property held by the Trust in accordance with Section ~~11.1(b~~10.1(b) of the Pooling and Servicing ~~Agreement,~~ Agreement or (iii) the termination of the Trust pursuant to Section 11.1(c) of the Pooling and Servicing Agreement or (iv) voluntary exchange by the Sole Certificateholder of all the outstanding Certificates (other than the Class R Certificates) for the remaining Mortgage Loans and REO Properties in the Trust Fund pursuant to the terms of Section 11.1(d10.1(c) of the Pooling and Servicing Agreement; provided that in no event shall the Trust continue beyond the expiration of 21 years from the death of the last survivor of the descendants of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the late Ambassador of the United States to the Court of St. ▇▇▇▇▇, living on the date hereof. The parties designated in the Pooling and Servicing Agreement may exercise their option to purchase the Mortgage Loans and any other property remaining in the Trust and cause the termination of the Trust in accordance with the requirements set forth in the Pooling and Servicing Agreement. Upon termination of the Trust and payment of the Certificates and of all administrative expenses associated with the Trust, any remaining assets of the Trust shall be distributed to the holders of the ~~Class R~~ Residual Certificates. The Certificate Registrar has executed this Certificate under the Pooling and Servicing Agreement. THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Bear Stearns Commercial Mortgage Securities Trust 2003-Top10)

Certificate. ~~evidencing a~~ Evidencing the 100% beneficial ~~ownership~~ interest in ~~a New York common law trust~~ all of the assets of the Issuer (~~the “Trust”~~as defined below), ~~consisting~~ which consist primarily of ~~a pool~~ motor vehicle retail installment sales contracts that are secured by new and used automobiles and light-duty trucks. (This Certificate does not represent an interest in or obligation of ~~commercial and multifamily mortgage loans (~~Santander Drive Auto Receivables LLC, Santander Consumer USA Inc. or any of their respective Affiliates, except to the extent described below.) THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR ANY OTHER APPLICABLE SECURITIES OR “~~Mortgage Loans”) and certain other property~~BLUE SKY” LAWS OF ANY STATE OR OTHER JURISDICTION, ~~formed and sold by~~ AND MAY NOT BE RESOLD, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR ANY OTHER APPLICABLE SECURITIES OR “BLUE SKY” LAWS, PURSUANT TO AN EXEMPTION THEREFROM OR IN A TRANSACTION NOT SUBJECT THERETO. THIS CERTIFIES THAT ~~CEDE & CO.~~ is the registered owner of ~~this commercial mortgage pass~~a 100% nonassessable, fully-~~through certificate (this “Certificate”)~~paid, ~~which has been issued pursuant to~~ beneficial interest in the ~~Pooling and Servicing Agreement~~Trust Estate of SANTANDER DRIVE AUTO RECEIVABLES TRUST 2007-1, ~~dated as specified above~~ a Delaware statutory trust (the “~~Pooling~~ Issuer”) formed by SANTANDER DRIVE AUTO RECEIVABLES LLC, a Delaware limited liability company, as depositor (the “Seller”). The Issuer was created pursuant to a Trust Agreement dated as of March 2, 2007 (as amended and ~~Servicing~~ restated as of April 4, 2007, the “Trust Agreement”), between ~~Banc of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Commercial Mortgage Inc.~~ the Seller and U.S. Bank Trust National Association, as owner trustee (~~hereinafter called~~ the “~~Depositor~~Owner Trustee”~~, which term includes any successor entity under the Pooling and Servicing Agreement~~)~~, the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar and the Authenticating Agent~~, a summary of certain of the pertinent provisions of which is set forth hereafter. The Trust consists primarily of the Mortgage Loans, such amounts as shall from time to time be held in the Collection Account and Distribution Account, the Insurance Policies and any REO Propertiesbelow. To the extent not otherwise defined herein, the capitalized terms used herein have the ~~respective~~ meanings assigned to them in the ~~Pooling~~ Sale and Servicing Agreement~~. This Certificate is one~~ , dated as of ~~a duly authorized issue of Certificates designated as~~ April 4, 2007, between the ▇▇Seller, the Issuer, W▇▇▇▇ ~~▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C8~~Fargo Bank, ~~Commercial Mortgage Pass-Through Certificates~~National Association, ~~Series 2013-C8 (herein called the “Certificates”). The Certificates are issued in the Classes specified in the Pooling~~ as Indenture Trustee and Servicing Agreement and will evidence in the aggregate 100% of the beneficial ownership of the Trust. This Certificate represents an interest in the Class A-3 Certificates equal to the quotient expressed as a percentage obtained by dividing the initial Certificate Balance of this Certificate specified on the face hereof by the initial Aggregate Certificate Balance of the Class A-3 Certificates. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights, benefits, obligations, proceedsBackup Servicer, and ~~duties evidenced hereby and~~ Santander Consumer USA Inc., as Servicer, as the ~~rights, duties and obligations of the parties thereto~~same may be amended or supplemented from time to time. This Certificate is issued under and is subject to the terms, ~~provisions~~ provisions, conditions and ~~conditions of~~ restrictions on transfer set forth in the ~~Pooling and Servicing~~ Trust Agreement, to which ~~Pooling and Servicing Agreement, as amended from time to time,~~ Trust Agreement the ~~Holder~~ holder of this Certificate by virtue of the acceptance hereof assents and by which such ~~Holder~~ holder is bound. ~~In the case of any conflict between terms specified in this Certificate~~ The provisions and ~~terms specified in the Pooling and Servicing Agreement, the terms~~ conditions of the ~~Pooling and Servicing~~ Trust Agreement ~~shall govern. Distributions of principal of and interest on this Certificate will be made out of the Available Distribution Amount, to the extent and subject to the limitations~~ are hereby incorporated by reference as though set forth in the Pooling and Servicing Agreement, on the 4th Business Day after the related Determination Date (a “Distribution Date”) commencing on the First Distribution Date specified above, to the Person in whose name their entirety herein. The holder of this Certificate ~~is registered on the applicable Record Date. The Determination Date is the 11th day~~ acknowledges and agrees that its rights to receive distributions in respect of ~~each month, or, if the 11th day is not a Business Day, the next succeeding Business Day (a “Determination Date”), commencing on March 11, 2013. All sums distributable on~~ this Certificate are ~~payable~~ subordinated to the rights of the Noteholders and the Insurer as described in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the related Pass-Through Rate on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount due to this Certificate’s pro rata share of the amount to be distributed on the Class A-3 Certificates as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. Collateral Support Deficits shall be allocated on the applicable Distribution Date to the respective Classes of Principal Balance Certificates in the manner set forth in the Pooling and Servicing Agreement. All Collateral Support Deficits allocated to any Class of Principal Balance Certificates will be allocated pro rata among the outstanding Certificates of such Class. The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust. All distributions under the Pooling and Servicing Agreement to a nominee of The Depository Trust Company (“DTC”) will be made by or on behalf of the Certificate Administrator by check mailed to such ▇▇▇▇▇▇’s address as it appears on the Certificate Register of the Certificate Registrar or, upon written request to the Certificate Administrator on or prior to the related Record Date (or upon standing instructions given to the Certificate Administrator on the Closing Date prior to any Record Date, which instructions may be revoked at any time thereafter upon written notice to the Certificate Administrator five (5) days prior to the related Record Date) made by a Certificateholder by wire transfer in immediately available funds to an account specified in the request of such Certificateholder. Notwithstanding the aboveIndenture, the final distribution on any Certificate will be made only upon presentation and surrender of such Certificate at the location that will be specified in a notice of the pendency of such final distribution. The Pooling and Servicing Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Certificateholders under the Pooling and Servicing Agreement at any time by the parties thereto with the consent of the Holders of not less than 51% of the aggregate Voting Rights of the Certificates then outstanding, as specified in the Pooling and Servicing Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon the Certificate. The Pooling and Servicing Agreement also permits the amendment thereof, in certain circumstances, without the consent of the Holders of any of the Certificates. As provided in the Pooling Sale and Servicing Agreement and the Trust Agreement, as applicable. THIS CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. By accepting this Certificate, the Certificateholder hereby covenants and agrees that prior to the date which is one year and one day after payment in full of all obligations of each Bankruptcy Remote Party in respect of all securities issued by the Bankruptcy Remote Parties (i) such Person shall not authorize such Bankruptcy Remote Party to commence a voluntary winding-up or other voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to such Bankruptcy Remote Party or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect in any jurisdiction or seeking the appointment of an administrator, a trustee, receiver, liquidator, custodian or other similar official with respect to such Bankruptcy Remote Party or any substantial part of its property or to consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against such Bankruptcy Remote Party, or to make a general assignment for the benefit of any party hereto or any other creditor of such Bankruptcy Remote Party, and (ii) such Person shall not commence or join with any other Person in commencing any proceeding against such Bankruptcy Remote Party under any bankruptcy, reorganization, liquidation or insolvency law or statute now or hereafter in effect in any jurisdiction. This Certificate may not be acquired by or for the account of or with the assets of (a) an employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to ~~certain limitations therein set forth~~the provisions of Title I of ERISA, (b) a plan described in Section 4975(e)(1) of the Code or (c) any entity whose underlying assets include plan assets by reason of an employee benefit plan’s or other plan’s investment in the entity (each, a “Benefit Plan”). By accepting and holding this Certificate, the ~~transfer~~ holder hereof shall be deemed to have represented and warranted that it is not a Benefit Plan and is not purchasing on behalf of or with the assets of a Benefit Plan. By its acquisition and holding of this Certificate (or any interest herein), each Certificateholder that is ~~registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the Corporate Trust Office~~ a governmental plan, church plan or foreign plan shall be deemed to represent and warrant that its acquisition, holding and disposition of the Certificate ~~Registrar, duly endorsed by~~(or interest therein) will not result in a nonexempt prohibited transaction under, or ~~accompanied by an assignment in~~ a violation of, any applicable law that is substantially similar to ERISA or Section 4975 of the ~~form below or other written instrument~~ Code It is the intention of ~~transfer in form satisfactory~~ the parties to the ~~Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney duly authorized in writing~~Trust Agreement that, solely for income and thereupon one or more new Certificates of the same Class in authorized denominations will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreementfranchise tax purposes, the Certificates are issuable in fully registered form only, without coupons, in minimum denominations specified in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates. Notwithstanding the foregoing, for (i) so long as ~~this Certificate~~ there is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book entry facilities of DTC. The Depositora single Certificateholder, the ~~Master Servicer~~Issuer will be disregarded as an entity separate from such Certificateholder, and if there is more than one Certificateholder, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating Agent and any of their agents may treat the Person in whose name this Certificate is registered Issuer will be treated as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating Agent or any such agents shall be affected by notice to the contrary. The obligations and responsibilities of the Trustee and the Certificate Administrator created hereby (other than the obligation of the Certificate Administrator, to make payments to the Class R Certificateholders, as set forth in Section 11.3 of the Pooling and Servicing Agreement and other than the obligations in the nature of information or tax reporting) shall terminate on the earliest of (i) the later of (A) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust (and final distribution to the Certificateholders) and (B) the disposition of all REO Property (and final distribution to the Certificateholders), a partnership; (ii) the ~~sale of the property held by the Trust in accordance with Section 11.1(b) of the Pooling~~ Seller will be disregarded as an entity separate from Santander Consumer USA Inc.; and ~~Servicing Agreement,~~ (iii) the ~~termination~~ Notes will be characterized as debt. By accepting this Certificate, the Certificateholder agrees to take no action inconsistent with the foregoing intended tax treatment. By accepting this Certificate, the Certificateholder acknowledges that this Certificate represents a beneficial interest in the Issuer only and does not represent interests in or obligations of the Seller, the Servicer, the Administrator, the Owner Trustee, the Indenture Trustee or any of their respective Affiliates and no recourse may be had against such parties or their assets, except as expressly set forth or contemplated in this Certificate, the Trust ~~pursuant to Section 11.1(c) of the Pooling and Servicing~~ Agreement or (iv) voluntary exchange by the Sole Certificateholder of all the outstanding Certificates (other than the Class R Certificates) for the remaining Mortgage Loans and REO Properties in the Trust Fund pursuant to the terms of Section 11.1(d) of the Pooling and Servicing Agreement; provided that in no event shall the Trust continue beyond the expiration of 21 years from the death of the last survivor of the descendants of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the late Ambassador of the United States to the Court of St. ▇▇▇▇▇, living on the date hereof. The parties designated in the Pooling and Servicing Agreement may exercise their option to purchase the Mortgage Loans and any other property remaining in the Trust and cause the termination of the Trust in accordance with the requirements set forth in the Pooling and Servicing Agreement. Upon termination of the Trust and payment of the Certificates and of all administrative expenses associated with the Trust, any remaining assets of the Trust shall be distributed to the holders of the Class R Certificates. The Certificate Registrar has executed this Certificate under the Pooling and Servicing AgreementTransaction Document.

Appears in 1 contract

Sources: Trust Agreement (Santander Drive Auto Receivables Trust 2007-1)

Certificate. evidencing a beneficial ownership interest in ~~a New York common law trust~~ the Trust, as defined below, the property of which includes primarily the Loans transferred to the Trust by MCG Finance III, LLC. (This Certificate does not represent an interest in or obligation of MCG Finance III, LLC, MCG Capital Corporation (the ~~“Trust”)~~"Servicer") or the Owner Trustee (as -------- defined below) (as such or in its individual capacity) or any of their respective affiliates, ~~consisting primarily of a pool of commercial and multifamily mortgage loans (~~except to the ~~“Mortgage Loans”~~extent described below.) ~~and certain other property, formed and sold by~~ THIS CERTIFIES THAT ~~CEDE & CO.~~ MCG FINANCE III, LLC is the registered owner of ~~this commercial mortgage pass~~the nonassessable, fully paid, beneficial ownership interest in MCG COMMERCIAL LOAN TRUST 2001-~~through certificate~~ 1 (~~this “Certificate”)~~the "Trust") formed by MCG Finance III, ~~which has been issued~~ LLC, in the Percentage ----- Interest evidenced hereby. The Trust was created pursuant to ~~the Pooling and Servicing~~ a Trust Agreement, dated as ~~specified above~~ of December 1, 2001 (as amended, modified, restated, replaced, waived, substituted, supplemented or extended from time to time, the ~~“Pooling and Servicing~~ "Trust Agreement”"), between ~~Banc of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Commercial Mortgage Inc.~~ MCG --------------- Finance III, LLC, as trust depositor (~~hereinafter called~~ the “"Trust Depositor~~”, which term includes any successor entity under the Pooling and Servicing Agreement~~"), and Wilmington --------------- Trust Company, as owner trustee (the ~~Master Servicer, the Special Servicer, the Trust Advisor, the~~ "Owner Trustee~~, the Custodian, the Certificate Administrator, the Certificate Registrar and the Authenticating Agent~~"), a summary of certain of ------------- the pertinent provisions of which is set forth hereafter. The Trust consists primarily of the Mortgage Loans, such amounts as shall from time to time be held in the Collection Account and Distribution Account, the Insurance Policies and any REO Propertiesbelow. To the extent not otherwise defined herein, the capitalized terms used herein have the ~~respective~~ meanings assigned to them in the ~~Pooling and Servicing~~ Trust Agreement. This Certificate is one of a duly authorized issue of MCG Commercial Loan Trust 2001-1 Certificates ~~designated as the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C8, Commercial Mortgage Pass-Through Certificates, Series 2013-C8~~ (herein called the “"Certificates”")~~. The Certificates are issued in the Classes specified in the Pooling and Servicing Agreement and will evidence in the aggregate 100% of the beneficial ownership of the Trust~~. This Certificate represents an interest in the Class A-3 Certificates equal to the quotient expressed as a percentage obtained by dividing the initial Certificate Balance of this Certificate specified on the face hereof by the initial Aggregate Certificate Balance of the Class A-3 Certificates. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the parties thereto. This Certificate ------------ is issued under and is subject to the terms, provisions and conditions of the ~~Pooling and Servicing~~ Trust Agreement, to which ~~Pooling and Servicing Agreement, as amended from time to time,~~ Trust Agreement the ~~Holder~~ holder of this Certificate by virtue of ~~the~~ its acceptance hereof assents and by which such ~~Holder~~ holder is bound. In Under the ~~case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing~~ Trust Agreement, ~~the terms of the Pooling and Servicing Agreement shall govern. Distributions of principal of and interest on this Certificate~~ there will be ~~made out of the Available Distribution Amount, to the extent and subject to the limitations set forth in the Pooling and Servicing Agreement,~~ distributed on the 4th Business Day after the related Determination Date (a “Distribution Date”) commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered on the applicable Record Date. The Determination Date is the 11th 20th day of each ~~month,~~ month or, if ~~the 11th~~ such 20th day is not a Business Day, the next ~~succeeding~~ Business Day (each, a ~~“Determination~~ "Remittance Date”"), commencing on ~~March 11~~January, ~~2013~~2001, to the Person in whose --------------- name this Certificate is registered at the close of business on the last Business Day of the month immediately preceding the Remittance Date (the "Record ------ Date"), such Certificateholder's Percentage Interest in the amount to be ---- distributed to Certificateholders on such Remittance Date pursuant to the terms of the Sale and Servicing Agreement and the Indenture. ~~All sums distributable on~~ The holder of this Certificate acknowledges and agrees that its rights to receive distributions in respect of this Certificate are ~~payable~~ subordinated to the rights of the Noteholders as described in the ~~coin or currency~~ Sale and Servicing Agreement and the Indenture. It is the intent of the Trust Depositor, the Servicer, the Holders of the Class C Notes and the Certificateholders that, for purposes of federal income taxes, in the event that the Certificates and the Class C Notes are owned by more than one holder the Trust will be treated as a partnership, the partners of which are the Certificateholders and the Holders of the Class C Notes and, in the event that the Certificates and the Class C Notes are all owned by a single holder, the Trust will be treated as a division of such holder. The Certificateholders and the Holders of the Class C Notes, by acceptance of a Certificate and a Class C Note, respectively, agree to treat the Certificates and Class C Notes as equity and to take no action inconsistent with the treatment of, the Trust and the Certificates and Class C Notes for such tax purposes as just described. Each Certificateholder, by its acceptance of a Certificate, covenants and agrees that such Certificateholder, will not prior to the date which is one (1) year and one (1) day after the termination of the Indenture, institute against the Trust, or join in any institution against the Trust of, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to the Certificates, the Notes, the Trust Agreement or any of ~~America as at~~ the ~~time of payment is legal tender for the payment of public and private debts~~other Transaction Documents. ~~Interest~~ Distributions on this Certificate will ~~accrue (computed~~ be made as ~~if each year consisted~~ provided in the Trust Agreement by the Paying Agent by wire transfer or check mailed to the Certificateholder of ~~360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the related Pass-Through Rate on~~ record in the Certificate ~~Balance~~ Register without the presentation or surrender of this Certificate ~~immediately prior to each Distribution Date~~or the making of any notation hereon. ~~Principal~~ Except as otherwise provided in the Trust Agreement and ~~interest allocated to~~ notwithstanding the above, the final distribution on this Certificate ~~on any Distribution Date~~ will be ~~in an amount~~ made after due ~~to this Certificate’s pro rata share~~ notice by the Paying Agent of the ~~amount to be distributed on the Class A-3 Certificates as~~ pendency of such ~~Distribution Date, with a final~~ distribution ~~to be made~~ and only upon ~~retirement~~ presentation and surrender of this Certificate as at the office or agency maintained for that purpose by the Paying Agent. Reference is hereby made to the further provisions of this Certificate set forth in on the ~~Pooling and Servicing Agreement~~reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon ~~has~~ shall have been executed by an authorized officer of the ~~Authenticating Agent~~Owner Trustee or the Certificate Registrar, by manual signature, this Certificate shall not ~~be entitled~~ entitle the Holder hereof to any benefit under the ~~Pooling~~ Trust Agreement or the Sale and Servicing Agreement or be valid for any purpose. Collateral Support Deficits shall be allocated on the applicable Distribution Date to the respective Classes of Principal Balance Certificates in the manner set forth in the Pooling and Servicing Agreement. All Collateral Support Deficits allocated to any Class of Principal Balance Certificates will be allocated pro rata among the outstanding Certificates of such Class. The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage LoansTHIS CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, ~~all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement~~WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, ~~withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders~~AND THE OBLIGATIONS, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust. All distributions under the Pooling and Servicing Agreement to a nominee of The Depository Trust Company (“DTC”) will be made by or on behalf of the Certificate Administrator by check mailed to such ▇▇▇▇▇▇’s address as it appears on the Certificate Register of the Certificate Registrar or, upon written request to the Certificate Administrator on or prior to the related Record Date (or upon standing instructions given to the Certificate Administrator on the Closing Date prior to any Record Date, which instructions may be revoked at any time thereafter upon written notice to the Certificate Administrator five (5) days prior to the related Record Date) made by a Certificateholder by wire transfer in immediately available funds to an account specified in the request of such Certificateholder. Notwithstanding the above, the final distribution on any Certificate will be made only upon presentation and surrender of such Certificate at the location that will be specified in a notice of the pendency of such final distribution. The Pooling and Servicing Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Certificateholders under the Pooling and Servicing Agreement at any time by the parties thereto with the consent of the Holders of not less than 51% of the aggregate Voting Rights of the Certificates then outstanding, as specified in the Pooling and Servicing Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon the Certificate. The Pooling and Servicing Agreement also permits the amendment thereof, in certain circumstances, without the consent of the Holders of any of the Certificates. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the Corporate Trust Office of the Certificate Registrar, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreement, the Certificates are issuable in fully registered form only, without coupons, in minimum denominations specified in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates. Notwithstanding the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book entry facilities of DTC. The Depositor, the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating Agent and any of their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating Agent or any such agents shall be affected by notice to the contrary. The obligations and responsibilities of the Trustee and the Certificate Administrator created hereby (other than the obligation of the Certificate Administrator, to make payments to the Class R Certificateholders, as set forth in Section 11.3 of the Pooling and Servicing Agreement and other than the obligations in the nature of information or tax reporting) shall terminate on the earliest of (i) the later of (A) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust (and final distribution to the Certificateholders) and (B) the disposition of all REO Property (and final distribution to the Certificateholders), (ii) the sale of the property held by the Trust in accordance with Section 11.1(b) of the Pooling and Servicing Agreement, (iii) the termination of the Trust pursuant to Section 11.1(c) of the Pooling and Servicing Agreement or (iv) voluntary exchange by the Sole Certificateholder of all the outstanding Certificates (other than the Class R Certificates) for the remaining Mortgage Loans and REO Properties in the Trust Fund pursuant to the terms of Section 11.1(d) of the Pooling and Servicing Agreement; provided that in no event shall the Trust continue beyond the expiration of 21 years from the death of the last survivor of the descendants of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the late Ambassador of the United States to the Court of St. ▇▇▇▇▇, living on the date hereof. The parties designated in the Pooling and Servicing Agreement may exercise their option to purchase the Mortgage Loans and any other property remaining in the Trust and cause the termination of the Trust in accordance with the requirements set forth in the Pooling and Servicing Agreement. Upon termination of the Trust and payment of the Certificates and of all administrative expenses associated with the Trust, any remaining assets of the Trust shall be distributed to the holders of the Class R Certificates. The Certificate Registrar has executed this Certificate under the Pooling and Servicing AgreementRIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

Appears in 1 contract

Sources: Trust Agreement (MCG Capital Corp)

Certificate. ~~evidencing a beneficial ownership interest~~ Any one of the Certificates manually executed by the Trustee in ~~a New York common law trust (~~substantially the ~~“Trust”), consisting primarily of a pool of commercial and multifamily mortgage loans (~~following form with the ~~“Mortgage Loans”) and certain other property, formed and sold by~~ blanks appropriately filled in: FACE OF CERTIFICATE NUMBER DELAWARE-VOYAGEUR UNIT INVESTMENT TRUST UNITS CERTIFICATE OF BENEFICIAL OWNERSHIP THIS CERTIFIES THAT ~~CEDE & CO.~~ ____________ is the registered owner of ~~this commercial mortgage pass~~________ Unit(s) of fractional undivided interest in Delaware-~~through certificate~~ Voyageur Unit Investment Trust of the above Series (~~this “Certificate”), which has been issued~~ herein referred to as the "TRUST") created under the laws of the State of New York pursuant to the ~~Pooling~~ Agreement and ~~Servicing~~ the related Trust Agreement, dated as specified above (the “Pooling and Servicing Agreement”), between Banc of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Commercial Mortgage Inc. (hereinafter called the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement), the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar and the Authenticating Agent, a ~~summary of certain of the pertinent provisions~~ copy of which is ~~set forth hereafter. The Trust consists primarily~~ available at the office of the Mortgage Loans, such amounts as shall from time to time be held in the Collection Account and Distribution Account, the Insurance Policies and any REO Properties. To the extent not defined herein, the capitalized terms used herein have the respective meanings assigned in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C8, Commercial Mortgage Pass-Through Certificates, Series 2013-C8 (herein called the “Certificates”). The Certificates are issued in the Classes specified in the Pooling and Servicing Agreement and will evidence in the aggregate 100% of the beneficial ownership of the Trust. This Certificate represents an interest in the Class A-3 Certificates equal to the quotient expressed as a percentage obtained by dividing the initial Certificate Balance of this Certificate specified on the face hereof by the initial Aggregate Certificate Balance of the Class A-3 Certificates. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the parties theretoTrustee. This Certificate is issued under and is subject to the terms, provisions and conditions of the ~~Pooling~~ aforesaid Agreement and ~~Servicing Agreement,~~ the related Trust Agreement to which ~~Pooling and Servicing Agreement, as amended from time to time,~~ the ~~Holder~~ holder of this Certificate by virtue of the acceptance hereof assents and ~~by which such Holder~~ is bound. In This Certificate is transferable and interchangeable by the ~~case of any conflict between terms specified~~ registered owner in ~~this Certificate and terms specified in~~ person or by his duly authorized attorney at the ~~Pooling and Servicing Agreement, the terms~~ office of the Pooling and Servicing Agreement shall govern. Distributions of principal of and interest on this Certificate will be made out of the Available Distribution Amount, to the extent and subject to the limitations set forth in the Pooling and Servicing Agreement, on the 4th Business Day after the related Determination Date (a “Distribution Date”) commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered on the applicable Record Date. The Determination Date is the 11th day of each month, or, if the 11th day is not a Business Day, the next succeeding Business Day (a “Determination Date”), commencing on March 11, 2013. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the related Pass-Through Rate on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount due to this Certificate’s pro rata share of the amount to be distributed on the Class A-3 Certificates as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. Collateral Support Deficits shall be allocated on the applicable Distribution Date to the respective Classes of Principal Balance Certificates in the manner set forth in the Pooling and Servicing Agreement. All Collateral Support Deficits allocated to any Class of Principal Balance Certificates will be allocated pro rata among the outstanding Certificates of such Class. The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust. All distributions under the Pooling and Servicing Agreement to a nominee of The Depository Trust Company (“DTC”) will be made by or on behalf of the Certificate Administrator by check mailed to such ▇▇▇▇▇▇’s address as it appears on the Certificate Register of the Certificate Registrar or, upon written request to the Certificate Administrator on or prior to the related Record Date (or upon standing instructions given to the Certificate Administrator on the Closing Date prior to any Record Date, which instructions may be revoked at any time thereafter upon written notice to the Certificate Administrator five (5) days prior to the related Record Date) made by a Certificateholder by wire transfer in immediately available funds to an account specified in the request of such Certificateholder. Notwithstanding the above, the final distribution on any Certificate will be made only upon presentation and surrender of such Certificate at the location that will be specified in a notice of the pendency of such final distribution. The Pooling and Servicing Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Certificateholders under the Pooling and Servicing Agreement at any time by the parties thereto with the consent of the Holders of not less than 51% of the aggregate Voting Rights of the Certificates then outstanding, as specified in the Pooling and Servicing Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon the Certificate. The Pooling and Servicing Agreement also permits the amendment thereof, in certain circumstances, without the consent of the Holders of any of the Certificates. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register Trustee upon surrender of this Certificate ~~for registration of transfer at the Corporate Trust Office of the Certificate Registrar, duly~~ properly endorsed ~~by,~~ or accompanied by ~~an assignment in the form below or other~~ a written instrument of transfer and any other documents that the Trustee may require for transfer, in form satisfactory to the ~~Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney duly authorized in writing~~Trustee, and ~~thereupon one or more new Certificates~~ payment of the ~~same Class in authorized denominations will be issued to the designated transferee or transferees. Subject to the terms of the Pooling~~ fees and ~~Servicing Agreement, the Certificates are issuable in fully registered form only, without coupons, in minimum denominations specified in the Pooling and Servicing Agreement. As~~ expenses provided in the ~~Pooling and Servicing Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates~~ Indenture. WITNESS the facsimile signature of the ~~same Class in authorized denominations as requested by~~ Depositor and the ~~Holder surrendering the same. No service charge will be made for any such registration~~ manual signature of transfer or exchange but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates. Notwithstanding the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized ~~representative~~ signatory of ~~DTC~~the Trustee. Dated: VOYAGEUR FUND MANAGERS, ~~transfers of interests in this Certificate shall be made through the book entry facilities of DTC~~INC. ~~The~~ THE CHASE MANHATTAN BANK, Depositor, ~~the Master Servicer, the Special Servicer, the Trust Advisor, the~~ Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating Agent and any of their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating Agent or any such agents shall be affected by notice to the contrary. The obligations and responsibilities of the Trustee and the Certificate Administrator created hereby (other than the obligation of the Certificate Administrator, to make payments to the Class R Certificateholders, as set forth in Section 11.3 of the Pooling and Servicing Agreement and other than the obligations in the nature of information or tax reporting) shall terminate on the earliest of (i) the later of (A) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust (and final distribution to the Certificateholders) and (B) the disposition of all REO Property (and final distribution to the Certificateholders), (ii) the sale of the property held by the Trust in accordance with Section 11.1(b) of the Pooling and Servicing Agreement, (iii) the termination of the Trust pursuant to Section 11.1(c) of the Pooling and Servicing Agreement or (iv) voluntary exchange by the Sole Certificateholder of all the outstanding Certificates (other than the Class R Certificates) for the remaining Mortgage Loans and REO Properties in the Trust Fund pursuant to the terms of Section 11.1(d) of the Pooling and Servicing Agreement; provided that in no event shall the Trust continue beyond the expiration of 21 years from the death of the last survivor of the descendants of One Commerce Square ▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇, ~~the late Ambassador of the United States to the Court of St.~~ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ~~living~~ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ By By ------------------------------ ------------------------------ Authorized Signature Authorized Signature REVERSE OF CERTIFICATE FORM OF ASSIGNMENT FOR VALUE RECEIVED hereby sells, assigns and transfers unto ------------------------- ------------------------- Please Insert Social Security or Other Identifying Number of Assignee ------------------------- ------------------------- the within Certificate and does hereby irrevocably constitute and appoint _______________, attorney, to transfer the within Certificate on the ~~date hereof. The parties designated~~ books of the Trustee, with full power of substitution in the Pooling and Servicing Agreement may exercise their option to purchase the Mortgage Loans and any other property remaining in the Trust and cause the termination of the Trust in accordance with the requirements set forth in the Pooling and Servicing Agreementpremises. Upon termination of the Trust and payment of the Certificates and of all administrative expenses associated with the Trust, any remaining assets of the Trust shall be distributed to the holders of the Class R Certificates. The Certificate Registrar has executed this Certificate under the Pooling and Servicing Agreement.Dated: -------------------------

Appears in 1 contract

Sources: Standard Terms and Conditions of Trust (Voyageur Unit Investment Trust Series 9)

Certificate. evidencing a beneficial ownership interest in a ~~New York common law trust (the “Trust”)~~Trust Fund, consisting primarily of a pool of ~~commercial~~ commercial, multifamily and ~~multifamily~~ mobile home community fixed rate, fully amortizing and balloon mortgage loans (the “"Mortgage Loans”) "), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and ~~certain~~ revenues received in respect thereof, the mortgagee's rights under the Insurance Policies, any Assignment of Leases, and any guaranties, escrow accounts or other ~~property~~collateral as security for the Mortgage Loans, and such amounts as shall from time to time be held in the Certificate Account, the Distribution Accounts, and the REO Accounts, formed and sold by CHASE COMMERCIAL MORTGAGE SECURITIES CORP. THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CHASE COMMERCIAL MORTGAGE SECURITIES CORP., THE SERVICER, THE SPECIAL SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES. THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced by this ~~commercial mortgage pass-through certificate (this “Certificate”), which has been~~ Certificate in the Class X Certificates issued by the Trust Fund created pursuant to the Pooling and Servicing Agreement, dated as ~~specified above~~ of August 10, 1999 (the “"Pooling and Servicing Agreement”"), ~~between Banc of America ▇▇▇▇▇▇▇ ▇▇▇▇▇~~ among Chase Commercial Mortgage ~~Inc.~~ Securities Corp. (hereinafter called the “"Depositor”", which term includes any successor entity under the Pooling and Servicing Agreement), the ~~Master Servicer~~Trustee, the Special ~~Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar~~ Servicer and the ~~Authenticating Agent, a~~ Servicer. A summary of certain of the pertinent provisions of ~~which~~ the Pooling and Servicing Agreement is set forth hereafter~~. The Trust consists primarily of the Mortgage Loans, such amounts as shall from time to time be held in the Collection Account and Distribution Account, the Insurance Policies and any REO Properties~~. To the extent not defined herein, the capitalized terms used herein shall have the ~~respective~~ meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as Certificates of the ~~▇▇▇▇▇▇ ▇▇▇▇▇▇▇~~ series specified on the face hereof (herein called the "Certificates") and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial Notional Amount of the Class X Certificates. The Certificates are designated as the Chase Manhattan Bank ~~of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C8~~- First Union National Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series ~~2013~~1999-~~C8 (herein called the “Certificates”). The Certificates~~ 1 and are issued in ~~the Classes specified~~ seventeen classes as specifically set forth in the Pooling and Servicing ~~Agreement and~~ Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership of the Trust. This Certificate represents an interest in the Class A-3 Certificates equal to the quotient expressed as a percentage obtained by dividing the initial Certificate Balance of this Certificate specified on the face hereof by the initial Aggregate Certificate Balance of the Class A-3 CertificatesTrust Fund. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the ~~parties thereto~~Trustee. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the ~~Holder of this Certificate~~ Certificateholder by virtue of the acceptance hereof assents and by which ~~such Holder~~ the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. ~~Distributions~~ This Certificate is a "regular interest" in a "real estate mortgage investment conduit," as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of ~~principal~~ the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and ~~interest on~~ take no action inconsistent with the treatment of, this Certificate ~~will be made out~~ in accordance with the preceding sentence for purposes of ~~the Available Distribution Amount~~federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income. Pursuant to the ~~extent and subject to the limitations set forth in~~ terms of the Pooling and Servicing Agreement, on the ~~4th Business Day after the related Determination Date (a “Distribution Date”) commencing on the First Distribution Date specified above,~~ Paying Agent shall distribute to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person's pro rata share (based on the ~~applicable Record Date. The Determination Date is~~ Percentage Interest represented by this Certificate) of that portion of the ~~11th day~~ aggregate amount of ~~each month, or~~interest then distributable, if any, allocable to the ~~11th day is~~ Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate will not ~~a Business Day,~~ be entitled to distributions in respect of principal. Holders of this Certificate may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the ~~next succeeding Business Day (a “Determination Date”), commencing on March 11, 2013~~Pooling and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date in an amount equal to the sum of one-month's interest on such Class at the ~~related~~ Component Pass-Through ~~Rate~~ Rates thereof on the ~~Certificate Balance of this Certificate~~ notional amounts thereof immediately prior to ~~each~~ such Distribution Date, as more particularly described in the Pooling and Servicing Agreement. ~~Principal and interest~~ Interest allocated to this Certificate on any Distribution Date will be in an amount due to this Certificate’s 's pro rata share of the ~~amount~~ Available Distribution Amount to be distributed on the Certificates of this Class ~~A-3 Certificates~~ as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. Collateral Support ~~Deficits~~ Deficit, Certificate Deferred Interest and Prepayment Interest Shortfalls on the Mortgage Loans shall be allocated on the applicable Distribution Date to ~~the respective Classes of Principal Balance Certificates~~ Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All Collateral Support ~~Deficits~~ Deficit, Certificate Deferred Interest or Prepayment Interest Shortfalls on the Mortgage Loans allocated to any Class of ~~Principal Balance~~ Certificates will be allocated pro rata among the outstanding Certificates of such Class. The Certificates are limited in right of payment to to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Certificate Account and the Distribution Account will be held in the name of the Servicer and Paying Agent, respectively, on behalf of the Holders of Certificates specified in the Pooling and Servicing Agreement and the Servicer (with respect to the Certificate Account) or the Paying Agent (with respect to the Distribution Account) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts may be invested in Permitted Investments to the extent described in the Pooling and Servicing Agreement. Interest or other income earned on funds in the Certificate Account and Interest Reserve Account will be paid to the Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the ~~Collection~~ Certificate Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the ~~Trust~~Trust Fund. All distributions under the Pooling and Servicing Agreement to a ~~nominee~~ Class of ~~The Depository Trust Company (“DTC”) will~~ Certificates shall be made ~~by or~~ on ~~behalf~~ each Distribution Date (other than the final distribution on any Certificate) to Certificateholders of record on the ~~Certificate Administrator~~ related Record Date by check mailed to ~~such ▇▇▇▇▇▇’s~~ the address ~~as it appears on~~ set forth therefor in the Certificate Register ~~of the Certificate Registrar~~ or, ~~upon written request to~~ provided that such Certificateholder (1) has provided the ~~Certificate Administrator on or~~ Trustee and the Paying Agent with wire instructions in writing at least five Business Days prior to the related Record Date and (2) is the Holder of Certificates with an original Certificate Balance or ~~upon standing instructions given to the Certificate Administrator on the Closing Date prior to any Record Date~~Notional Amount, ~~which instructions may be revoked~~ as applicable, of at ~~any time thereafter upon written notice to the Certificate Administrator five (5) days prior to the related Record Date) made by a Certificateholder~~ least $5,000,000, by wire transfer in of immediately available funds to an the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the request of such Certificateholder. Notwithstanding the above, the final distribution on any Certificate will be made only upon presentation and surrender of such Certificate at the location that will be specified in a notice ~~of the pendency~~ to Certificateholders of such final distribution. ~~The Pooling and Servicing Agreement permits, with certain exceptions therein provided,~~ Any funds not distributed on the ~~amendment thereof and the modification~~ final Distribution Date because of the ~~rights~~ failure of Certificateholders to tender their Certificates shall be set aside and ~~obligations~~ held uninvested in trust for the benefit of the ~~Certificateholders under~~ non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any Certificates as to which notice has been given pursuant to Section 4.01(g) of the Pooling and Servicing Agreement ~~at any~~ shall not have been surrendered for cancellation within six months after the time ~~by the parties thereto with the consent of the Holders of not less than 51% of the aggregate Voting Rights of the Certificates then outstanding, as~~ specified in such notice, the Paying Agent shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation to receive the final distribution with respect thereto. If within one year after the second notice not all of such Certificates shall have been surrendered for cancellation, the Paying Agent may, directly or through an agent, take appropriate steps to contact the remaining non-tendering Certificateholders concerning surrender of their Certificates. The costs and expenses of holding such funds in trust and of contacting such Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust as a result of such Certificateholder's failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(g) of the Pooling and Servicing Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon the Certificate. The Pooling and Servicing Agreement also permits the amendment thereof, in certain circumstances, without the consent of the Holders of any of the Certificates. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is ~~registrable~~ registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the ~~Corporate Trust Office~~ office of the Certificate ~~Registrar~~Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder~~’s attorney~~ 's attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized ~~denominations~~ Denominations will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreement, the Class X Certificates ~~are issuable~~ will be issued in ~~fully registered~~ book-entry form ~~only~~through the facilities of DTC in Denominations of not less than $1,000,000 initial Notional Amount and in integral multiples of $1,000 in excess thereof, ~~without coupons, in minimum denominations specified in~~ with one Certificate of such Class evidencing an additional amount equal to the remainder of the initial Notional Amount of such Class. Subject to the terms of the Pooling and Servicing Agreement, the Offered Certificates (other than the Class X Certificates) will be issued in book-entry form through the facilities of DTC in Denominations of $10,000 initial Certificate Balance, and in integral multiples of $1,000 in excess thereof, with one Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class. ~~As provided~~ Subject to the terms of the Pooling and Servicing Agreement, the Non-Registered Certificates (other than the Residual Certificates) will be issued in book-entry form through the facilities of DTC in Denominations of $250,000 initial Certificate Balance, and in integral multiples of $1,000 in excess thereof, with one Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class. The Class R and Class LR Certificates will be issued in fully registered, certificated form, in Denominations representing Percentage Interests of not less than 20%. No fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange referred to in Section 5.02 of the Pooling and Servicing Agreement ~~and subject~~ other than for transfers to ~~certain limitations therein set forth~~Institutional Accredited Investors as provided in Section 5.02(h) thereof. In connection with any transfer to an Institutional Accredited Investor, ~~Certificates are exchangeable~~ the Transferor shall reimburse the Trust for ~~new Certificates~~ any costs (including the cost of the ~~same Class in authorized denominations as requested~~ Certificate Registrar's counsel's review of the documents and any legal opinions, submitted by the ~~Holder surrendering~~ transferor or transferee to the ~~same~~Certificate Registrar as provided in Section 5.02 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. ~~No service charge will be made for any such registration of transfer or exchange but the~~ The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any ~~tax~~ tax, expense or other governmental charge ~~that may be imposed~~ payable in connection with any such transfer or exchange of Certificates. Notwithstanding the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book entry facilities of DTCexchange. The Depositor, the ~~Master~~ Trustee, the Servicer, the Special Servicer, the ~~Trust Advisor~~Paying Agent, ~~the Trustee, the Custodian,~~ and the Certificate ~~Administrator, the Certificate Registrar, the Authenticating Agent~~ Registrar and any of their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and ~~none of~~ neither the Depositor, the ~~Master~~ Trustee, the Servicer, the Special Servicer, the ~~Trust Advisor, the Trustee, the Custodian~~Paying Agent, the Certificate ~~Administrator, the Certificate Registrar, the Authenticating Agent or~~ Registrar nor any such agents shall be affected by any notice to the contrary. The obligations and responsibilities of the Trustee and the Certificate Administrator created hereby (other than the obligation of the Certificate Administrator, to make payments to the Class R Certificateholders, as set forth in Section 11.3 of the Pooling and Servicing Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer and the Trustee, without the consent of any of the Certificateholders, to cure any ambiguity, to correct or supplement any provisions herein or therein that may be inconsistent with any other provisions herein or therein; provided, that such change shall not result in the downgrade, withdrawal or qualification of the then-current rating assigned to any Class of Certificates, as evidenced by a letter from each Rating Agency to such effect or to correct any error; to maintain the rating or ratings assigned to each Class of Certificates by each Rating Agency; provided, that such change shall not result in the downgrade, withdrawal or qualification of the then-current rating assigned to any Class of Certificates, as evidenced by a letter from each Rating Agency to such effect; to modify, eliminate or add to any provisions to such extent as is necessary to maintain the qualification of the Upper-Tier REMIC or the Lower-Tier REMIC as a REMIC to avoid or minimize the imposition of any tax, provided, however, an Opinion of Counsel is obtained to the effect that such action shall not adversely affect in any material respect the interest of any Certificateholder and such action is necessary or desirable to avoid such tax; to change the timing and/or nature of deposits into the Certificate Account or Distribution Account or REO Account or to change the name in which the Certificate Account is maintained, provided, however, that the P&I Advance Date shall not be later than the ~~obligations~~ related Distribution Date, an Opinion of Counsel is obtained to the effect that such action shall not adversely affect in any material respect the interest of any Certificateholder and that such action will not result in the ~~nature of information~~ withdrawal, downgrade or ~~tax reporting) shall terminate on the earliest of (i) the later of (A) the final payment or other liquidation~~ qualification of the ~~last Mortgage Loan remaining in the Trust (and final distribution~~ then-current rating by any Rating Agency, as evidenced by a letter from such Rating Agency to such effect; to modify, eliminate or add to the ~~Certificateholders) and (B) the disposition~~ provisions of ~~all REO Property (and final distribution to the Certificateholders), (ii) the sale of the property held by the Trust in accordance with~~ Section ~~11.1(b) of the Pooling and Servicing Agreement, (iii) the termination of the Trust pursuant to Section 11.1(c~~5.02(d) of the Pooling and Servicing Agreement or ~~(iv) voluntary exchange~~ any other provision thereof restricting transfer of the Residual Certificates by virtue of their being the ~~Sole Certificateholder~~ REMIC "residual interests," and such change shall not, as evidenced by an Opinion of ~~all~~ Counsel, cause either the ~~outstanding Certificates~~ Upper-Tier REMIC or the Lower-Tier REMIC or any of the Certificateholders (other than the ~~Class R Certificates~~Transferor) ~~for the remaining Mortgage Loans and REO Properties in the Trust Fund pursuant~~ to ~~the terms of Section 11.1(d) of the Pooling and Servicing Agreement~~be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization or a Non-U.S. Person; provided that in no event shall the Trust continue beyond the expiration of 21 years from the death of the last survivor of the descendants of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the late Ambassador of the United States to ~~the Court of St. ▇▇▇▇▇, living on the date hereof. The parties designated in~~ make any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement may exercise their option to purchase the Mortgage Loans and any other property remaining in the Trust and cause the termination of the Trust in accordance with the requirements set forth in the Pooling and Servicing Agreement. Upon termination of the Trust and payment of the Certificates and of all administrative expenses associated with the Trust, any remaining assets of the Trust which shall not be ~~distributed to the holders of the Class R Certificates. The Certificate Registrar has executed this Certificate under the Pooling and Servicing Agreement.~~materially inconsist

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Chase Manhattan Bk First Union Na Bk Com Mor Tr Ser 1999-1)

Certificate. ~~evidencing~~ In connection with certain Internal Revenue Service reporting requirements imposed upon Seller, Purchaser hereby certifies that listed below is Purchaser’s address and taxpayer I.D. number, true and correct as of the Closing Date. Address: Taxpayer I.D. No.: Purchaser hereby consents to Seller’s release of the above information in connection with any reporting requirements imposed upon Seller by any governmental authority. , a ~~beneficial ownership interest in~~ By: Name: Title: EXHIBIT D to PURCHASE AND SALE AGREEMENT Page 1 EXHIBIT E to PURCHASE AND SALE AGREEMENT Page 1 _____________ Unit No. RE: Sale by KENSINGTON PROPERTY HOLDINGS, LLC, a Delaware limited liability company (“Landlord”) to _____________, a ________________ (“New ~~York common law trust~~ Landlord”), of the land and buildings known as “Park at Kensington” (the “~~Trust~~Property”), consisting primarily of a pool of commercial and multifamily mortgage loans (the “Mortgage Loans”) and certain other property, formed and sold by THIS CERTIFIES THAT CEDE & CO. is the registered owner of this commercial mortgage pass-through certificate (this “Certificate”), which has been issued pursuant to the Pooling and Servicing Agreement, dated as specified above (the “Pooling and Servicing Agreement”), between Banc of America ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇~~▇ Commercial Mortgage Inc. (hereinafter called the “Depositor”~~▇, ~~which term includes any successor entity under the Pooling and Servicing Agreement)~~▇▇▇▇▇▇▇▇▇, the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar and the Authenticating Agent, a summary of certain of the pertinent provisions of which is set forth hereafter. The Trust consists primarily of the Mortgage Loans, such amounts as shall from time to time be held in the Collection Account and Distribution Account, the Insurance Policies and any REO Properties. To the extent not defined herein, the capitalized terms used herein have the respective meanings assigned in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as the ▇▇▇▇▇▇▇ ▇▇▇▇▇~~▇▇ Bank~~ , Hillsborough County, Florida Dear Tenant: You are hereby notified that Landlord has sold the Property, of ~~America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C8, Commercial Mortgage Pass-Through Certificates, Series 2013-C8~~ which your leased premises (~~herein called~~ the “~~Certificates~~Lease”)) is a part, to New Landlord. ~~The Certificates are issued in~~ Accordingly, New Landlord, as the ~~Classes specified in the Pooling and Servicing Agreement and will evidence in the aggregate 100%~~ new owner of the ~~beneficial ownership~~ Property and now as landlord under the Lease, elects that (“Tenant”) attorn to Landlord in accordance with the Lease and the Lease is and shall continue in full force and effect for the unexpired portions of the Trust. This Certificate represents an interest in the Class A-3 Certificates equal to the quotient expressed as a percentage obtained by dividing the initial Certificate Balance of this Certificate specified on the face hereof by the initial Aggregate Certificate Balance term of the Class A-3 Certificates. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations Lease upon all of ~~the parties thereto. This Certificate is issued under and is subject to~~ the terms, ~~provisions~~ covenants, conditions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. Distributions of principal of and interest on this Certificate will be made out of the Available Distribution Amount, to the extent and subject to the limitations agreements set forth in the ~~Pooling~~ Lease with Landlord. Further, you are advised that New Landlord has received and ~~Servicing Agreement, on~~ is responsible for Tenant’s security deposit in the 4th Business Day after the related Determination Date (a “Distribution Date”) commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered on the applicable Record Dateamount of $____________. The Determination Date is the 11th day of each month, or, if the 11th day is not a Business Day, the next succeeding Business Day (a “Determination Date”), commencing on March 11, 2013. All sums distributable on this Certificate are payable in the coin or currency address and telephone number of the ~~United States of America as at the time of payment is legal tender~~ New Landlord for ~~the payment of public~~ any notices and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the related Pass-Through Rate on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount due to this Certificate’s pro rata share of the amount to be distributed on the Class A-3 Certificates as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit all purposes under the ~~Pooling~~ Lease is: Thank you for your assistance and ~~Servicing Agreement or be valid for any purpose~~cooperation during this transition. ~~Collateral Support Deficits shall be allocated on the applicable Distribution Date~~ LANDLORD: KENSINGTON PROPERTY HOLDINGS, LLC a Delaware limited liability company By: Name: Title: NEW LANDLORD: _______________________________________, a ______________________________________ By: Name: Title: EXHIBIT F to the respective Classes of Principal Balance Certificates in the manner set forth in the Pooling and Servicing Agreement. All Collateral Support Deficits allocated to any Class of Principal Balance Certificates will be allocated pro rata among the outstanding Certificates of such Class. The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust. All distributions under the Pooling and Servicing Agreement to a nominee of The Depository Trust Company (“DTC”PURCHASE AND SALE AGREEMENT Page 2 SCHEDULE 1.1(f) will be made by or on behalf of the Certificate Administrator by check mailed to such ▇▇▇▇▇▇’s address as it appears on the Certificate Register of the Certificate Registrar or, upon written request to the Certificate Administrator on or prior to the related Record Date (or upon standing instructions given to the Certificate Administrator on the Closing Date prior to any Record Date, which instructions may be revoked at any time thereafter upon written notice to the Certificate Administrator five (5) days prior to the related Record Date) made by a Certificateholder by wire transfer in immediately available funds to an account specified in the request of such Certificateholder. Notwithstanding the above, the final distribution on any Certificate will be made only upon presentation and surrender of such Certificate at the location that will be specified in a notice of the pendency of such final distribution. The Pooling and Servicing Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Certificateholders under the Pooling and Servicing Agreement at any time by the parties thereto with the consent of the Holders of not less than 51% of the aggregate Voting Rights of the Certificates then outstanding, as specified in the Pooling and Servicing Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon the Certificate. The Pooling and Servicing Agreement also permits the amendment thereof, in certain circumstances, without the consent of the Holders of any of the Certificates. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the Corporate Trust Office of the Certificate Registrar, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreement, the Certificates are issuable in fully registered form only, without coupons, in minimum denominations specified in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates. Notwithstanding the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book entry facilities of DTC. The Depositor, the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating Agent and any of their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating Agent or any such agents shall be affected by notice to the contrary. The obligations and responsibilities of the Trustee and the Certificate Administrator created hereby (other than the obligation of the Certificate Administrator, to make payments to the Class R Certificateholders, as set forth in Section 11.3 of the Pooling and Servicing Agreement and other than the obligations in the nature of information or tax reporting) shall terminate on the earliest of (i) the later of (A) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust (and final distribution to the Certificateholders) and (B) the disposition of all REO Property (and final distribution to the Certificateholders), (ii) the sale of the property held by the Trust in accordance with Section 11.1(b) of the Pooling and Servicing Agreement, (iii) the termination of the Trust pursuant to Section 11.1(c) of the Pooling and Servicing Agreement or (iv) voluntary exchange by the Sole Certificateholder of all the outstanding Certificates (other than the Class R Certificates) for the remaining Mortgage Loans and REO Properties in the Trust Fund pursuant to the terms of Section 11.1(d) of the Pooling and Servicing Agreement; provided that in no event shall the Trust continue beyond the expiration of 21 years from the death of the last survivor of the descendants of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the late Ambassador of the United States to the Court of St. ▇▇▇▇▇, living on the date hereof. The parties designated in the Pooling and Servicing Agreement may exercise their option to purchase the Mortgage Loans and any other property remaining in the Trust and cause the termination of the Trust in accordance with the requirements set forth in the Pooling and Servicing Agreement. Upon termination of the Trust and payment of the Certificates and of all administrative expenses associated with the Trust, any remaining assets of the Trust shall be distributed to the holders of the Class R Certificates. The Certificate Registrar has executed this Certificate under the Pooling and Servicing Agreement.TO PURCHASE AND SALE AGREEMENT Page 1

Appears in 1 contract

Sources: Purchase and Sale Agreement (Resource Apartment REIT III, Inc.)

Certificate. evidencing a beneficial ownership interest in a ~~New York common law trust (~~Trust consisting of the ~~“Trust”)~~entire beneficial ownership of two pools of certain adjustable-rate single family, ~~consisting primarily of a pool of commercial and multifamily mortgage loans (the “~~fully amortizing, first lien Mortgage ~~Loans”) and certain other property,~~ Loans formed and sold by GS MORTGAGE SECURITIES CORP. THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN, AND IS NOT GUARANTEED BY, GS MORTGAGE SECURITIES CORP., THE SERVICER, THE TRUSTEE, THE CUSTODIAN OR ANY OF THEIR AFFILIATES. THIS CERTIFIES ~~THAT~~ THAT: CEDE & CO. is the registered owner of the Percentage Interest evidenced by this ~~commercial mortgage pass-through certificate~~ Certificate in the Class IB-1 Certificates (~~this “Certificate”), which has been~~ the "Class IB-1 Certificates") issued by the trust (the "Trust") created pursuant to ~~the Pooling and Servicing Agreement~~a trust agreement, dated as specified above (the ~~“Pooling and Servicing~~ "Trust Agreement”"), ~~between Banc of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Commercial~~ among GS Mortgage ~~Inc.~~ Certificates Corp., as Depositor (hereinafter ~~called~~ the “"Depositor”, ," which term includes any successor entity under the ~~Pooling and Servicing~~ Trust Agreement), JPMorgan Chase Bank, as Trustee and custodian (in such capacities the ~~Master Servicer, the Special Servicer, the Trust Advisor, the~~ "Trustee~~, the Custodian, the Certificate Administrator, the Certificate Registrar~~ " and the ~~Authenticating Agent~~"Custodian"), a summary of certain of the pertinent provisions of which is set forth hereafter. The Trust consists primarily of ~~the~~ two pools of Mortgage Loans, such amounts as shall from time to time be held in the Collection Account and Distribution Account, the Insurance Policies and any REO Properties. To the extent not defined herein, the capitalized terms used herein have the respective meanings assigned in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C8, Commercial Mortgage Pass-Through Certificates, Series 2013-C8 (herein called the “Certificates”). The Certificates are issued in the Classes specified in the Pooling and Servicing Agreement and will evidence in the aggregate 100% of the beneficial ownership of the Trust. This Certificate represents an interest in the Class A-3 Certificates equal to the quotient expressed as a percentage obtained by dividing the initial Certificate Balance of this Certificate specified on the face hereof by the initial Aggregate Certificate Balance of the Class A-3 Certificates. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the parties thereto. This Certificate is issued under and is subject to the terms, provisions and conditions of the ~~Pooling~~ Trust Agreement and also is subject to certain terms and conditions set forth in (a) the Seller's Warranty Agreement, dated as of September 25, 2001, between KeyBank National Association and Bavaria RTT Corporation (the "KeyBank Sale Agreement"), (ii) the Servicing Agreement, dated as of September 25, 2001, between GSMC and Countrywide Home Loans, Inc. (the "Countrywide Servicing Agreement") and (iii) the Seller's Warranty and Servicing Agreement, ~~to which Pooling~~ dated as of December 1, 2001, between GSMC and Wells Fargo Home Mortgage, Inc. (▇▇▇ "Wells Fargo Sale and Servicing ▇▇▇▇▇ment" and together with the KeyBank Sale Agreement and the Countrywide Servicing Agreement, ~~as amended from time~~ the "Sale and Servicing Agreements") to ~~time,~~ which Sale and Servicing Agreements the Holder of this ~~Certificate~~ Certificate, by virtue of the acceptance ~~hereof~~ hereof, assents and by which such ~~Holder~~ Certificateholder is bound~~. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern~~. Distributions of principal of and interest on this Certificate (including the final distribution on this Certificate) will be made out of the related Available Distribution Amount, to the extent and subject to the limitations set forth in the ~~Pooling and Servicing~~ Trust Agreement, on the ~~4th~~ 25th day of each month, or if such day is not a Business ~~Day after~~ Day, the ~~related Determination Date~~ next succeeding Business Day, beginning in June 2002 (each, a “"Distribution Date”) "), commencing on the ~~First~~ first Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the ~~applicable~~ last Business Day of the month immediately preceding the month of such distribution (the "Record Date~~. The Determination Date is the 11th day of each month, or, if the 11th day is not a Business Day, the next succeeding Business Day (a “Determination Date”~~")~~, commencing on March 11, 2013~~. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. ~~Interest~~ Principal of and interest on this Certificate will ~~accrue (computed as if each year consisted~~ be paid in accordance with the terms of ~~360 days~~ the Trust Agreement and ~~each month consisted of 30 days) during~~ the ~~Interest Accrual Period relating to such Distribution Date at the related Pass-Through Rate on the Certificate Balance of this Certificate immediately prior to each Distribution Date~~Sale and Servicing Agreements. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount ~~due~~ equal to this Certificate~~’s pro rata share~~ 's Percentage Interest of the ~~amount~~ related Available Distribution to be distributed on ~~the~~ this Class ~~A-3~~ of Certificates as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. Collateral Support Deficits shall be allocated on the applicable Distribution Date to the respective Classes of Principal Balance Certificates in the manner set forth in the Pooling and Servicing Agreement. All Collateral Support Deficits allocated to any Class of Principal Balance Certificates will be allocated pro rata among the outstanding Certificates of such Class. The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust. All distributions under the Pooling and Servicing Agreement to a nominee of The Depository Trust Company (“DTC”) will be made by or on behalf of the Certificate Administrator by check mailed to such ▇▇▇▇▇▇’s address as it appears on the Certificate Register of the Certificate Registrar or, upon written request to the Certificate Administrator on or prior to the related Record Date (or upon standing instructions given to the Certificate Administrator on the Closing Date prior to any Record Date, which instructions may be revoked at any time thereafter upon written notice to the Certificate Administrator five (5) days prior to the related Record Date) made by a Certificateholder by wire transfer in immediately available funds to an account specified in the request of such Certificateholder. Notwithstanding the above, the final distribution on any Certificate will be made only upon presentation and surrender of such Certificate at the location that will be specified in a notice of the pendency of such final distribution. The Pooling and Servicing Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Certificateholders under the Pooling and Servicing Agreement at any time by the parties thereto with the consent of the Holders of not less than 51% of the aggregate Voting Rights of the Certificates then outstanding, as specified in the Pooling and Servicing Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon the Certificate. The Pooling and Servicing Agreement also permits the amendment thereof, in certain circumstances, without the consent of the Holders of any of the Certificates. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the Corporate Trust Office of the Certificate Registrar, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreement, the Certificates are issuable in fully registered form only, without coupons, in minimum denominations specified in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates. Notwithstanding the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book entry facilities of DTC. The Depositor, the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating Agent and any of their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating Agent or any such agents shall be affected by notice to the contrary. The obligations and responsibilities of the Trustee and the Certificate Administrator created hereby (other than the obligation of the Certificate Administrator, to make payments to the Class R Certificateholders, as set forth in Section 11.3 of the Pooling and Servicing Agreement and other than the obligations in the nature of information or tax reporting) shall terminate on the earliest of (i) the later of (A) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust (and final distribution to the Certificateholders) and (B) the disposition of all REO Property (and final distribution to the Certificateholders), (ii) the sale of the property held by the Trust in accordance with Section 11.1(b) of the Pooling and Servicing Agreement, (iii) the termination of the Trust pursuant to Section 11.1(c) of the Pooling and Servicing Agreement or (iv) voluntary exchange by the Sole Certificateholder of all the outstanding Certificates (other than the Class R Certificates) for the remaining Mortgage Loans and REO Properties in the Trust Fund pursuant to the terms of Section 11.1(d) of the Pooling and Servicing Agreement; provided that in no event shall the Trust continue beyond the expiration of 21 years from the death of the last survivor of the descendants of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the late Ambassador of the United States to the Court of St. ▇▇▇▇▇, living on the date hereof. The parties designated in the Pooling and Servicing Agreement may exercise their option to purchase the Mortgage Loans and any other property remaining in the Trust and cause the termination of the Trust in accordance with the requirements set forth in the Pooling and Servicing Agreement. Upon termination of the Trust and payment of the Certificates and of all administrative expenses associated with the Trust, any remaining assets of the Trust shall be distributed to the holders of the Class R Certificates. The Certificate Registrar has executed this Certificate under the Pooling and Servicing Agreement.

Appears in 1 contract

Sources: Trust Agreement (Gs Mortgage Securities Corp)

Certificate. ~~evidencing a~~ The undersigned hereby certifies that the Rights evidenced by this Rights Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). ------------------------------ Signature ----------------------------------- NOTICE The signature in the foregoing Form of Assignment must conform to the name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment is not completed, the Company and the Rights Agent will deem the beneficial ~~ownership interest~~ owner of the Rights evidenced by this Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in ~~a New York common law trust (~~the ~~“Trust”), consisting primarily of a pool of commercial and multifamily mortgage loans (the “Mortgage Loans”~~Rights Agreement) and ~~certain other property~~such Assignment will not be honored. FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise the Rights Certificate.) To: ENCAD, ~~formed~~ Inc. The undersigned hereby irrevocably elects to exercise _________ Rights represented by this Rights Certificate to purchase the units of Series A Preferred Stock issuable upon the exercise of such Rights and sold by THIS CERTIFIES THAT CEDE & CO. is the registered owner of this commercial mortgage pass-through certificate (this “Certificate”), which has been issued pursuant to the Pooling and Servicing Agreement, dated as specified above (the “Pooling and Servicing Agreement”), between Banc of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Commercial Mortgage Inc. (hereinafter called the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement), the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar and the Authenticating Agent, a summary of certain of the pertinent provisions of which is set forth hereafter. The Trust consists primarily of the Mortgage Loans, requests that certificates for such ~~amounts as shall from time to time~~ Series A Preferred Stock be held in the Collection Account and Distribution Account, the Insurance Policies and any REO Properties. To the extent not defined herein, the capitalized terms used herein have the respective meanings assigned in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C8, Commercial Mortgage Pass-Through Certificates, Series 2013-C8 (herein called the “Certificates”). The Certificates are issued in the ~~Classes specified in the Pooling~~ name of: Please insert social security or other identifying number ---------------------------------------------------- (Please print name and ~~Servicing Agreement and will evidence in the aggregate 100%~~ address) If such number of the beneficial ownership of the Trust. This Certificate represents an interest in the Class A-3 Certificates equal to the quotient expressed as a percentage obtained by dividing the initial Certificate Balance of this Certificate specified on the face hereof by the initial Aggregate Certificate Balance of the Class A-3 Certificates. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the parties thereto. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. Distributions of principal of and interest on this Certificate will be made out of the Available Distribution Amount, to the extent and subject to the limitations set forth in the Pooling and Servicing Agreement, on the 4th Business Day after the related Determination Date (a “Distribution Date”) commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered on the applicable Record Date. The Determination Date is the 11th day of each month, or, if the 11th day is not a Business Day, the next succeeding Business Day (a “Determination Date”), commencing on March 11, 2013. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the related Pass-Through Rate on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount due to this Certificate’s pro rata share of the amount to be distributed on the Class A-3 Certificates as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate Rights shall not be ~~entitled to any benefit under~~ all the ~~Pooling and Servicing Agreement or be valid~~ Rights evidenced by this Rights Certificate, a new Rights Certificate for ~~any purpose. Collateral Support Deficits~~ the balance remaining of such Rights shall be allocated on the applicable Distribution Date to the respective Classes of Principal Balance Certificates in the manner set forth in the Pooling and Servicing Agreement. All Collateral Support Deficits allocated to any Class of Principal Balance Certificates will be allocated pro rata among the outstanding Certificates of such Class. The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust. All distributions under the Pooling and Servicing Agreement to a nominee of The Depository Trust Company (“DTC”) will be made by or on behalf of the Certificate Administrator by check mailed to such ▇▇▇▇▇▇’s address as it appears on the Certificate Register of the Certificate Registrar or, upon written request to the Certificate Administrator on or prior to the related Record Date (or upon standing instructions given to the Certificate Administrator on the Closing Date prior to any Record Date, which instructions may be revoked at any time thereafter upon written notice to the Certificate Administrator five (5) days prior to the related Record Date) made by a Certificateholder by wire transfer in immediately available funds to an account specified in the request of such Certificateholder. Notwithstanding the above, the final distribution on any Certificate will be made only upon presentation and surrender of such Certificate at the location that will be specified in a notice of the pendency of such final distribution. The Pooling and Servicing Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Certificateholders under the Pooling and Servicing Agreement at any time by the parties thereto with the consent of the Holders of not less than 51% of the aggregate Voting Rights of the Certificates then outstanding, as specified in the Pooling and Servicing Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon the Certificate. The Pooling and Servicing Agreement also permits the amendment thereof, in certain circumstances, without the consent of the Holders of any of the Certificates. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the Corporate Trust Office of the Certificate Registrar, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreement, the Certificates are issuable in fully registered form only, without coupons, in minimum denominations specified in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates. Notwithstanding the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book entry facilities of DTC. The Depositor, the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating Agent and any of their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating Agent or any such agents shall be affected by notice to the contrary. The obligations and responsibilities of the Trustee and the Certificate Administrator created hereby (other than the obligation of the Certificate Administrator, to make payments to the Class R Certificateholders, as set forth in Section 11.3 of the Pooling and Servicing Agreement and other than the obligations in the nature of information or tax reporting) shall terminate on the earliest of (i) the later of (A) the final payment delivered to: Please insert social security or other ~~liquidation of the last Mortgage Loan remaining~~ identifying number ---------------------------------------------------- (Please print name and address) Dated: ----------------------, ---- ------------------------------ Signature Signature Guaranteed: Signatures must be guaranteed by a participant in the Trust (and final distribution to the Certificateholders) and (B) the disposition of all REO Property (and final distribution to the Certificateholders), (ii) the sale of the property held by the Trust in accordance with Section 11.1(b) of the Pooling and Servicing Agreement, (iii) the termination of the Trust pursuant to Section 11.1(c) of the Pooling and Servicing Agreement or (iv) voluntary exchange by the Sole Certificateholder of all the outstanding Certificates (other than the Class R Certificates) for the remaining Mortgage Loans and REO Properties in the Trust Fund pursuant to the terms of Section 11.1(d) of the Pooling and Servicing Agreement; provided that in no event shall the Trust continue beyond the expiration of 21 years from the death of the last survivor of the descendants of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the late Ambassador of the United States to the Court of St. ▇▇▇▇▇, living on the date hereof. The parties designated in the Pooling and Servicing Agreement may exercise their option to purchase the Mortgage Loans and any other property remaining in the Trust and cause the termination of the Trust in accordance with the requirements set forth in the Pooling and Servicing Agreement. Upon termination of the Trust and payment of the Certificates and of all administrative expenses associated with the Trust, any remaining assets of the Trust shall be distributed to the holders of the Class R Certificates. The Certificate Registrar has executed this Certificate under the Pooling and Servicing Agreementa Securities Transfer Association Inc. recognized signature guarantee medallion program.

Appears in 1 contract

Sources: Rights Agreement (Encad Inc)

Certificate. evidencing a beneficial ownership interest in a ~~New York common law trust (the “Trust”)~~Trust Fund, consisting primarily of a pool of ~~commercial~~ commercial, multifamily and ~~multifamily~~ manufactured housing community mortgage ~~loans~~ loans, other than the One Post Office Square B Note (the “"Mortgage Loans”) "), all payments on or collections in respect of the One Post Office Square B Note due after the Cut-off Date, all REO Properties and ~~certain~~ revenues received in respect thereof, the mortgagee's rights under the Insurance Policies, any Assignment of Leases, and any guaranties, escrow accounts or other ~~property~~collateral as security for the One Post Office Square B Note, and such amounts, with respect to the One Post Office Square B Note, as shall from time to time be held in the Certificate Account, the Distribution Accounts, the Interest Reserve Account, the Gain on Sale Account and the REO Accounts, formed and sold by J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP. THIS CERTIFICAT▇ ▇▇▇▇ ▇▇▇ REPRESENT AN OBLIGATION OF OR INTEREST IN J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP., THE SERVICER, T▇▇ ▇▇▇▇▇▇▇ S▇▇▇▇▇ER, THE TRUSTEE, THE PAYING AGENT OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING ONE POST OFFICE SQUARE B NOTE IS GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES. THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced by this ~~commercial mortgage pass-through certificate (this “Certificate”), which has been~~ Certificate in the Class PS-2 Certificates issued by the Trust Fund created pursuant to the Pooling and Servicing Agreement, dated as ~~specified above~~ of September 30, 2003 (the “"Pooling and Servicing Agreement”"), ~~between Banc of America ▇▇▇▇~~among J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP. (hereinafter cal▇▇▇ ▇▇▇ "▇▇~~▇ Commercial Mortgage Inc. (hereinafter called the “Depositor”~~positor", which term includes any successor entity under the Pooling and Servicing Agreement), the ~~Master~~ Trustee, the Servicer, the Special ~~Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar~~ Servicer and the ~~Authenticating~~ Paying Agent~~, a~~ . A summary of certain of the pertinent provisions of ~~which~~ the Pooling and Servicing Agreement is set forth hereafter~~. The Trust consists primarily of the Mortgage Loans, such amounts as shall from time to time be held in the Collection Account and Distribution Account, the Insurance Policies and any REO Properties~~. To the extent not defined herein, the capitalized terms used herein shall have the ~~respective~~ meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as Certificates of the ▇▇series specified on the face hereof (herein called the "Certificates") and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial Certificate Balance of the Class PS-2 Certificates. The Certificates are designated as the J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP., Commercial Mort▇▇▇▇ ▇▇▇▇-▇~~▇▇ Bank of America ▇▇~~h▇▇▇▇▇ ~~▇▇▇▇▇ Trust 2013-C8, Commercial Mortgage Pass-Through~~ Certificates, Series ~~2013~~2003-~~C8 (herein called the “Certificates”). The Certificates~~ LN1 and are issued in the ~~Classes specified~~ classes as specifically set forth in the Pooling and Servicing ~~Agreement and~~ Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership of the Trust. This Certificate represents an interest in the Class A-3 Certificates equal to the quotient expressed as a percentage obtained by dividing the initial Certificate Balance of this Certificate specified on the face hereof by the initial Aggregate Certificate Balance of the Class A-3 CertificatesTrust Fund. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the ~~parties thereto~~Trustee. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the ~~Holder of this Certificate~~ Certificateholder by virtue of the acceptance hereof assents and by which ~~such Holder~~ the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. ~~Distributions~~ This Certificate is a "regular interest" in a "real estate mortgage investment conduit," as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of ~~principal~~ the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and ~~interest on~~ take no action inconsistent with the treatment of, this Certificate ~~will be made out~~ in accordance with the preceding sentence for purposes of ~~the Available Distribution Amount~~federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income. Pursuant to the ~~extent and subject to the limitations set forth in~~ terms of the Pooling and Servicing Agreement, on the ~~4th Business Day after the related Determination Date (a “Distribution Date”) commencing on the First Distribution Date specified above,~~ Paying Agent shall distribute to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person's pro rata share (based on the ~~applicable Record Date. The Determination Date is~~ Percentage Interest represented by this Certificate) of that portion of the ~~11th day~~ aggregate amount of ~~each month, or~~principal and interest then distributable, if any, allocable to the ~~11th day is not a Business Day~~Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described in the ~~next succeeding Business Day (a “Determination Date”), commencing on March 11, 2013~~Pooling and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the ~~related~~ Class PS-2 Pass-Through Rate specified above on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount due to this Certificate’s 's pro rata share of the ~~amount~~ One Post Office Square B Note Available Distribution Amount to be distributed on the Certificates of this Class ~~A-3 Certificates~~ as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The One Post Office Square B Note Collateral Support ~~Deficits~~ Deficit and Certificate Deferred Interest on the One Post Office Square B Note shall be allocated on the applicable Distribution Date to ~~the respective Classes of Principal Balance Certificates~~ Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All One Post Office Square B Note Collateral Support ~~Deficits~~ Deficit or Certificate Deferred Interest on the One Post Office Square B Note allocated to any Class of ~~Principal Balance~~ Certificates will be allocated pro rata among the outstanding Certificates of such Class. The Certificates are limited in right of payment to to, among other things, certain collections and recoveries respecting the ~~Mortgage Loans~~One Post Office Square B Note, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Certificate Account and the Distribution Accounts will be held on behalf of the Trustee on behalf of the Holders of Certificates specified in the Pooling and Servicing Agreement and the Servicer (with respect to the Certificate Account) or the Paying Agent (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts may be invested in Permitted Investments. Interest or other income earned on funds in the Certificate Account will be paid to the Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the ~~Collection~~ Certificate Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and the One Post Office Square B Note and administration of the ~~Trust~~Trust Fund. All distributions under the Pooling and Servicing Agreement to a ~~nominee~~ Class of ~~The Depository Trust Company (“DTC”) will~~ Certificates shall be made ~~by or~~ on ~~behalf~~ each Distribution Date (other than the final distribution on any Certificate) to Certificateholders of record on the ~~Certificate Administrator~~ related Record Date by check mailed to ~~such ▇▇▇▇▇▇’s~~ the address ~~as it appears on~~ set forth therefor in the Certificate Register ~~of the Certificate Registrar~~ or, ~~upon written request to~~ provided that such Certificateholder has provided the ~~Certificate Administrator on or prior to the related Record Date (or upon standing~~ Paying Agent with wire instructions ~~given to the Certificate Administrator on the Closing Date prior to any Record Date, which instructions may be revoked~~ in writing at ~~any time thereafter upon written notice to the Certificate Administrator~~ least five ~~(5) days~~ Business Days prior to the related Record Date~~) made by a Certificateholder~~ , by wire transfer in of immediately available funds to an the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the request of such Certificateholder. Notwithstanding the above, the final distribution on any Certificate will be made only upon presentation and surrender of such Certificate at the location that will be specified in a notice ~~of the pendency~~ to Certificateholders of such final distribution. ~~The Pooling and Servicing Agreement permits, with certain exceptions therein provided,~~ Any funds not distributed on the ~~amendment thereof and the modification~~ final Distribution Date because of the ~~rights~~ failure of Certificateholders to tender their Certificates shall be set aside and ~~obligations~~ held uninvested in trust for the benefit of the ~~Certificateholders under~~ non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any Certificates as to which notice has been given pursuant to Section 4.01(h) of the Pooling and Servicing Agreement ~~at any~~ shall not have been surrendered for cancellation within six months after the time ~~by the parties thereto with the consent of the Holders of not less than 51% of the aggregate Voting Rights of the Certificates then outstanding, as~~ specified in such notice, the Paying Agent shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation to receive the final distribution with respect thereto. If within one year after the second notice not all of such Certificates shall have been surrendered for cancellation, the Paying Agent may, directly or through an agent, take appropriate steps to contact the remaining non-tendering Certificateholders concerning surrender of their Certificates. The costs and expenses of holding such funds in trust and of contacting such Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust as a result of such Certificateholder's failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon the Certificate. The Pooling and Servicing Agreement also permits the amendment thereof, in certain circumstances, without the consent of the Holders of any of the Certificates. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is ~~registrable~~ registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the ~~Corporate Trust Office~~ office of the Certificate ~~Registrar~~Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder~~’s attorney~~ 's attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized ~~denominations~~ Denominations will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreement, the Non-Registered Certificates ~~are issuable~~ (other than the Residual Certificates) will be issued in ~~fully registered~~ book-entry form ~~only~~through the facilities of DTC in Denominations of $250,000 initial Certificate Balance, ~~without coupons~~and in integral multiples of $1 in excess thereof, with one Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class. No fee or service charge shall be imposed by the Certificate Registrar for its services in ~~minimum denominations specified~~ respect of any registration of transfer or exchange referred to in Section 5.02 of the Pooling and Servicing Agreement other than for transfers to Institutional Accredited Investors as provided in Section 5.02(g) thereof. In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate Registrar's counsel's review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided in Section 5.02 of the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations as requested ) incurred by the ~~Holder surrendering the same~~Certificate Registrar in connection with such transfer. ~~No service charge will be made for any such registration of transfer or exchange but the~~ The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any ~~tax~~ tax, expense or other governmental charge ~~that may be imposed~~ payable in connection with any such transfer or exchange of Certificates. Notwithstanding the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book entry facilities of DTCexchange. The Depositor, the ~~Master~~ Trustee, the Servicer, the Special Servicer, the ~~Trust Advisor, the Trustee, the Custodian,~~ Paying Agent and the Certificate ~~Administrator, the Certificate Registrar, the Authenticating Agent~~ Registrar and any of their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and ~~none of~~ neither the Depositor, the ~~Master~~ Trustee, the Servicer, the Special Servicer, the ~~Trust Advisor, the Trustee, the Custodian~~Paying Agent, the Certificate ~~Administrator, the Certificate Registrar, the Authenticating Agent or~~ Registrar nor any such agents shall be affected by any notice to the contrary. The obligations and responsibilities of the Trustee and the Certificate Administrator created hereby (other than the obligation of the Certificate Administrator, to make payments to the Class R Certificateholders, as set forth in Section 11.3 of the Pooling and Servicing Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Paying Agent and the Trustee, without the consent of any of the Certificateholders, to cure any ambiguity, to correct or supplement any provisions therein that may be inconsistent with any other provisions therein or the Prospectus or the Prospectus Supplement or to correct any error; to maintain the rating or ratings assigned to each Class of Certificates by each Rating Agency; to modify, eliminate or add to any provisions to such extent as is necessary to maintain the qualification of any of the Upper-Tier REMIC, the Lower-Tier REMIC or the Loan REMIC as a REMIC, or the Grantor Trust as a grantor trust at all times any Certificate is outstanding or to avoid or minimize the imposition of any tax, provided, however, an Opinion of Counsel is obtained to the effect that such action shall not adversely affect in any material respect the interest of any Certificateholder and such action is necessary or desirable to avoid such tax; to change the timing and/or nature of deposits into the Certificate Account or Distribution Accounts or REO Account or to change the name in which the Certificate Account is maintained, provided, however, that the P&I Advance Date shall not be later than the ~~obligations~~ related Distribution Date, an Opinion of Counsel is obtained to the effect that such action shall not adversely affect in any material respect the interest of any Certificateholder and that such action will not result in the ~~nature of information~~ withdrawal, downgrade or ~~tax reporting) shall terminate on the earliest of (i) the later of (A) the final payment or other liquidation~~ qualification of the ~~last Mortgage Loan remaining in the Trust (and final distribution~~ then-current rating by any Rating Agency, as evidenced by a letter from such Rating Agency to such effect; to modify, eliminate or add to the ~~Certificateholders) and (B) the disposition~~ provisions of ~~all REO Property (and final distribution to the Certificateholders), (ii) the sale of the property held by the Trust in accordance with~~ Section ~~11.1(b) of the Pooling and Servicing Agreement, (iii) the termination of the Trust pursuant to Section 11.1(c~~5.02(d) of the Pooling and Servicing Agreement or ~~(iv) voluntary exchange~~ any other provision thereof restricting transfer of the Residual Certificates by virtue of their being the ~~Sole Certificateholder~~ REMIC "residual interests," and such change shall not, as evidenced by an Opinion of ~~all~~ Counsel, cause any of the ~~outstanding Certificates~~ Upper-Tier REMIC, the Lower-Tier REMIC, the Loan REMIC or any of the Certificateholders (other than the ~~Class R Certificates~~Transferor) ~~for~~ to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization or a Non-U.S. Person; and to make any other provisions with respect to matters or questions arising under the ~~remaining Mortgage Loans~~ Pooling and ~~REO Properties in~~ Servicing Agreement which shall not be materially inconsistent with the ~~Trust Fund pursuant to the terms of Section 11.1(d)~~ provisions of the Pooling and Servicing Agreement, provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interest of any Certificateholder not consenting thereto; provided further, that in no event ~~shall~~ may any amendment change in any manner the ~~Trust continue beyond~~ obligations of any Mortgage Loan Seller without the ~~expiration of 21 years from the death~~ consent of the ~~last survivor~~ applicable Mortgage Loan Seller. The Pooling and Servicing Agreement may also be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Paying Agent and the Trustee with the consent of the ~~descendants~~ Holders of ~~▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the late Ambassador~~ Certificates representing not less than 66 2/3% of the ~~United States~~ aggregate Percentage Interests of each Class of Certificates affected by the amendment for the purpose of adding any provisions to or changing in any manner or eliminating any of the ~~Court~~ provisions of ~~St. ▇▇▇▇▇, living on the date hereof. The parties designated in~~ the Pooling and Servicing Agreement ~~may exercise their option to purchase~~ or of modifying in any manner the ~~Mortgage Loans and any other property remaining in the Trust and cause the termination~~ rights of the Trust in accordance with the requirements set forth in the Pooling and Servicing Agreement. Upon termination of the Trust and payment of the Certificates and of all administrative expenses associated with the TrustCertificateholders; provided, ~~any remaining assets of the Trust shall be distributed to the holders of the Class R Certificates. The Certificate Registrar has executed this Certificate under the Pooling and Servicing Agreement.~~however, that no such amendment shall:

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Jp Morgan Chase Com Mort Sec Corp Ps THR Certs Ser 2003-Ln1)

Certificate. evidencing a beneficial ownership interest in a New York common law trust (the “Trust”), consisting primarily of a pool of commercial and multifamily mortgage loans (the “Mortgage Loans”) and certain other property, formed and sold by Trust Certificate ------------ Principal Balance $ --------------- Fractional Interest % ------- THIS CERTIFIES THAT ~~CEDE & CO.~~ ___________ is the registered owner of ~~this commercial mortgage pass~~equity $________ nonassessable, fully-~~through certificate (this “Certificate”)~~paid, ~~which has been issued pursuant to~~ fractional undivided interest in the ~~Pooling and Servicing Agreement, dated as specified above (the “Pooling and Servicing Agreement”), between Banc of America ▇~~▇▇▇▇▇▇ Equipment Asset Receivables Trust 1997-1 (the "Trust") formed by ▇▇▇▇▇▇ ~~Commercial Mortgage Inc.~~ Funding Corporation, a Delaware corporation (~~hereinafter called~~ the “"Trust Depositor”"). The Trust was created pursuant to a Trust Agreement, ~~which term includes any successor entity under~~ dated as of August 1, 1997 (as amended and supplemented from time to time, the ~~Pooling and Servicing~~ "Trust Agreement"), among ▇▇▇▇▇▇ Funding Corporation, as Trust Depositor (the ~~Master Servicer~~"Trust Depositor"), and ▇▇▇▇▇▇ Financial Leasing, Inc., as a Seller (the ~~Special Servicer~~"Seller") and [______________], as owner trustee (the ~~Trust Advisor, the~~ "Owner Trustee~~, the Custodian, the Certificate Administrator, the Certificate Registrar and the Authenticating Agent~~"), a summary of certain of the pertinent provisions of which is set forth hereafter. The Trust consists primarily of the Mortgage Loans, such amounts as shall from time to time be held in the Collection Account and Distribution Account, the Insurance Policies and any REO Propertiesbelow. To the extent not otherwise defined herein, the capitalized terms used herein have the ~~respective~~ meanings assigned to them in (i) the ~~Pooling~~ Trust Agreement, (ii) the Sale and Servicing Agreement~~. This Certificate is one~~ , dated as of ~~a duly authorized issue of Certificates designated as~~ August 1, 1997 (the "Sale and Servicing Agreement"), among the Trust, ▇▇▇▇▇▇ ▇Funding Corporation, as depositor (the "Trust Depositor"), ▇▇▇▇▇▇ ~~Bank of America ▇~~Financial, Inc. ("▇▇▇▇▇▇ Financial"), as Servicer (in such capacity, the "Servicer") and [ ], as Indenture Trustee (the "Indenture Trustee") or (iii) the Indenture, dated as of August 1, 1997 (the "Indenture"), between the Trust and the Indenture Trustee. This Trust Certificate is the duly authorized Trust Certificate designated as "[ ]% ▇▇▇▇▇▇ Equipment Asset Receivables Backed Certificate" (the "Trust ~~2013-C8, Commercial Mortgage Pass-Through Certificates, Series 2013-C8 (herein called the “Certificates”~~Certificate"). ~~The Certificates~~ Also issued under the Indenture are ~~issued in~~ three classes of notes designated as "[ ]% ▇▇▇▇▇▇ Equipment Asset Receivables Backed Notes, Class A" and "[ ]% ▇▇▇▇▇▇ Equipment Asset Receivables Backed Notes, Class B", and "[ ]% ▇▇▇▇▇▇ Equipment Asset Receivables Backed Notes, Class C" (collectively, the ~~Classes specified in the Pooling and Servicing Agreement and will evidence in the aggregate 100% of the beneficial ownership of the Trust~~"Notes"). This Certificate represents an interest in the Class A-3 Certificates equal to the quotient expressed as a percentage obtained by dividing the initial Certificate Balance of this Certificate specified on the face hereof by the initial Aggregate Certificate Balance of the Class A-3 Certificates. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the parties thereto. This Trust Certificate is issued under and is subject to the terms, provisions and conditions of the ~~Pooling and Servicing~~ Trust Agreement, to which ~~Pooling and Servicing Agreement, as amended from time to time,~~ Trust Agreement the Holder of this Trust Certificate by virtue of ~~the~~ its acceptance hereof assents and by which such Holder is bound. In The property of the ~~case~~ Trust includes, among other things, (i) all the right, title and interest of the Trust Depositor in and to the Contracts listed on the List of Contracts delivered on the Closing Date (including, without limitation, all security interests and all rights to receive payments which are collected pursuant thereto on or after the Cutoff Date, including any ~~conflict between terms specified~~ liquidation proceeds therefrom, but excluding any rights to receive payments which were collected pursuant thereto prior to the Cutoff Date), (ii) all rights of the Trust Depositor under any physical damage or other individual insurance policy (and rights under a "forced placed" policy, if any) relating to any such Contract, an Obligor or a piece of Equipment securing such Contract, (iii) all security interests in ~~this Certificate and terms specified~~ each such Equipment, (iv) all documents contained in the ~~Pooling and Servicing Agreement~~related Contract Files, (v) all rights (but not the obligations) of the Trust Depositor under any related Equipment dealer agreements between dealers (i.e., the ~~terms~~ originators of such Contracts) and the Trust Depositor, (vi) all rights of the ~~Pooling~~ Trust Depositor in the Lockbox, the Lockbox Account and ~~Servicing~~ related Lockbox Agreement ~~shall govern. Distributions of principal of and interest on this Certificate will be made out of the Available Distribution Amount,~~ to the extent they relate to such Contracts, (vii) all rights (but not the obligations) of the Trust Depositor under the Transfer and ~~subject~~ Sale Agreement, including but not limited to the ~~limitations set forth~~ Trust Depositor's rights under Article V thereof, (viii) the remittances, deposits and payments made into the Trust Accounts from time to time and amounts in the ~~Pooling~~ Trust Accounts from time to time (and ~~Servicing~~ any investments of such amounts), and (ix) all proceeds and products of the foregoing (the property in clauses (i)-(viii) above. Under the Trust Agreement, there will be distributed on the 4th Business Day after the related Determination Date (a “Distribution Date”) commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered on the applicable Record Date. The Determination Date is the 11th fifteenth day of each ~~month, or,~~ month or if ~~the 11th~~ such day is not a Business ~~Day,~~ Day the next succeeding Business Day commencing [ ], 1997 (each, a ~~“Determination~~ "Distribution Date”"), commencing on ~~March 11~~[ ], ~~2013. All sums distributable~~ 1997 and ending no later than the Distribution Date in [ ], 2003 to the person in whose name this Trust Certificate is registered at the close of business on ~~this Certificate are payable in~~ the ~~coin or currency~~ 1st day of the ~~United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue~~ immediately preceding calendar month (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the related Pass-Through Rate on the Certificate Balance of this Certificate immediately prior to each Distribution each, a "Record Date~~. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount due to this Certificate’s pro rata share of~~ "), the amount to be distributed to the Certificateholder pursuant to the Trust Agreement on ~~the Class A-3 Certificates as of~~ such Distribution Date. The holder of this Trust Certificate acknowledges and agrees that its rights to receive distributions in respect of this Trust Certificate are subordinated to the rights of the Noteholders to the extent described in the Sale and Servicing Agreement and the Indenture. It is the intent of the Seller, the Servicer, the Trust Depositor, Owner Trustee, Indenture Trustee and the Certificateholder that, for purposes of federal income, state and local income and single business tax and any other income taxes, the Trust will be disregarded as a separate entity for federal income tax purposes pursuant to Treasury Regulations Section 301.7701- 3(b)(1)(ii) and that all items of income, deduction, gain, loss or credit of the Trust will be treated as such items of the Certificateholder. The Trust Depositor and any other Certificateholder, by acceptance of a Trust Certificate, agrees to treat, and to take no action inconsistent with such treatment of, the Trust Certificate for federal income tax purposes. Each Certificateholder, by its acceptance of a Trust Certificate or beneficial interest in a Trust Certificate, covenants and agrees that such Certificateholder will not at any time institute against the Trust or the Trust Depositor, or join in any institution against the Trust or the Trust Depositor any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to the Trust Certificate, the Notes, the Trust Agreement or any of the other Transaction Documents. Distributions on this Trust Certificate will be made as provided in the Trust Agreement by the Owner Trustee or its Agent by wire transfer or check mailed to the Certificateholder of record in the Certificate Register without the presentation or surrender of this Trust Certificate or the making of any notation hereon. Except as otherwise provided in the Trust Agreement and notwithstanding the above, the final distribution to on this Trust Certificate will be made after due notice by the Owner Trustee of the pendency of such distribution and only upon ~~retirement~~ presentation and surrender of this Trust Certificate as at the office or agency maintained for that purpose by the Owner Trustee in the City of [_____]. Reference is hereby made to the further provisions of this Trust Certificate set forth in on the ~~Pooling and Servicing Agreement~~reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon ~~has~~ shall have been executed by an authorized officer of the ~~Authenticating Agent~~Owner Trustee, by manual signature, this Trust Certificate shall not ~~be entitled~~ entitle the holder hereof to any benefit under the ~~Pooling and Servicing~~ Trust Agreement or any other Transaction Document or be valid for any purpose. ~~Collateral Support Deficits shall be allocated on the applicable Distribution Date to the respective Classes of Principal Balance Certificates~~ THIS TRUST CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. [REVERSE OF CERTIFICATE] The Trust Certificate does not represent an obligation of, or an interest in the ~~manner~~ Trust Depositor, ▇▇▇▇▇▇ Financial, as the Seller or Servicer, the Owner Trustee, the Indenture Trustee or any of their respective Affiliates and no recourse may be had against such parties or their assets, except as expressly set forth or contemplated herein or in the ~~Pooling~~ Trust Agreement or the other Transaction Documents. In addition, this Trust Certificate is not guaranteed by any governmental agency or instrumentality and Servicing Agreement. All Collateral Support Deficits allocated to any Class of Principal Balance Certificates will be allocated pro rata among the outstanding Certificates of such Class. The Certificates are is limited in right of payment to certain collections and recoveries ~~respecting~~ with respect to the ~~Mortgage Loans~~Contracts and certain other amounts, ~~all~~ in each case as more specifically set forth herein and in the ~~Pooling~~ Sale and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement A copy of ~~certain expenses incurred with respect to the servicing~~ each of the ~~Mortgage Loans and administration of the Trust. All distributions under the Pooling~~ Sale and Servicing Agreement ~~to a nominee of The Depository~~ and the Trust ~~Company (“DTC”) will~~ Agreement may be ~~made~~ examined by ~~or on behalf of the Certificate Administrator by check mailed to such ▇▇▇▇▇▇’s address as it appears on the Certificate Register of the Certificate Registrar or,~~ any Certificateholder upon written request to the Certificate Administrator on or prior to the related Record Date (or upon standing instructions given to the Certificate Administrator on the Closing Date prior to any Record Date, which instructions may be revoked at any time thereafter upon written notice to the Certificate Administrator five (5) days prior to the related Record Date) made by a Certificateholder by wire transfer in immediately available funds to an account specified in the request of such Certificateholder. Notwithstanding the above, the final distribution on any Certificate will be made only upon presentation and surrender of such Certificate during normal business hours at the ~~location that will be specified in a notice~~ principal office of the ~~pendency of~~ Trust Depositor and at such ~~final distribution~~other places, if any, designated by the Trust Depositor. The ~~Pooling and Servicing~~ Trust Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the ~~Certificateholders~~ Trust Depositor and the rights of the Certificateholder under the ~~Pooling and Servicing~~ Trust Agreement at any time by the ~~parties thereto~~ Trust Depositor and the Owner Trustee with the consent of the ~~Holders~~ Holder of the Trust Certificate and the holders of the Notes evidencing not less than 5166 2/3% of the ~~aggregate Voting Rights~~ Outstanding Amount of the ~~Certificates then outstanding, as specified in the Pooling and Servicing Agreement~~Notes. Any such consent by the Holder of this Trust Certificate shall be conclusive and binding on such Holder and ~~upon~~ on all future Holders of this Trust Certificate and of any Trust Certificate issued upon the transfer hereof or in exchange herefor or in lieu ~~hereof~~ hereof, whether or not notation of such consent is made upon ~~the~~ this Trust Certificate. The ~~Pooling and Servicing~~ Trust Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the ~~Holders of any~~ Holder of the ~~Certificates~~Trust Certificate. As provided in the ~~Pooling and Servicing~~ Trust Agreement and subject to certain limitations therein set forth, the transfer of this Trust Certificate is ~~registrable~~ registerable in the Certificate Register upon surrender of this Trust Certificate for registration of transfer at the ~~Corporate Trust Office~~ offices or agencies of the Certificate ~~Registrar~~Registrar maintained by the Owner Trustee in [_____], ~~duly endorsed by, or~~ accompanied by ~~an assignment in the form below or other~~ a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar ~~duly~~ in Chicago, Illinois executed by the Holder hereof or such Holder’s 's attorney duly authorized in writing, and thereupon ~~one or more~~ a new ~~Certificates of~~ Trust Certificate evidencing the same ~~Class~~ aggregate interest in ~~authorized denominations~~ the Trust will be issued to the designated ~~transferee or transferees~~transferee. ~~Subject to~~ The Certificate Registrar appointed under the ~~terms of~~ Trust Agreement is [ ]. Except as provided in the ~~Pooling and Servicing~~ Trust Agreement, the Trust Certificate is issuable only as a registered Trust Certificates ~~are issuable in fully registered form only,~~ without coupons, in minimum denominations specified in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations as requested by the Holder surrendering the same. No service charge will be made for any ~~such~~ registration of transfer of such Trust Certificate, but the Owner Trustee or ~~exchange but~~ the Certificate Registrar may require payment of a sum sufficient to cover any tax or ~~other~~ governmental charge ~~that may be imposed~~ payable in connection with any transfer or exchange of Certificates. Notwithstanding the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book entry facilities of DTCtherewith. The ~~Depositor, the Master Servicer, the Special Servicer, the Trust Advisor, the~~ Owner Trustee, the ~~Custodian, the~~ Certificate ~~Administrator, the Certificate Registrar, the Authenticating Agent~~ Registrar and any of their respective agents may treat the Person in whose name this Trust Certificate is registered as the owner hereof for all purposes, and none of the ~~Depositor, the Master Servicer, the Special Servicer, the Trust Advisor, the~~ Owner Trustee, the ~~Custodian, the~~ Certificate ~~Administrator, the Certificate Registrar, the Authenticating Agent~~ Registrar or any such ~~agents~~ agent shall be affected by any notice to the contrary. The obligations and responsibilities of created by the ~~Trustee~~ Trust Agreement and the ~~Certificate Administrator~~ Trust created ~~hereby (other than~~ thereby shall terminate upon the ~~obligation~~ payment to Certificateholder of ~~the Certificate Administrator,~~ all amounts required to ~~make payments~~ be paid to such holder pursuant to the ~~Class R Certificateholders, as set forth in Section 11.3 of~~ Trust Agreement and the ~~Pooling~~ Sale and Servicing Agreement and ~~other than~~ the ~~obligations~~ deposition of all property held as part of the Trust Estate. The Trust Depositor may at its option purchase the Trust Estate at a price specified in the nature of information or tax reporting) shall terminate on the earliest of (i) the later of (A) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust (and final distribution to the Certificateholders) and (B) the disposition of all REO Property (and final distribution to the Certificateholders), (ii) the sale of the property held by the Trust in accordance with Section 11.1(b) of the Pooling Sale and Servicing Agreement, ~~(iii)~~ and such purchase of the ~~termination~~ Contracts and other property of the Trust pursuant to Section 11.1(c) of the Pooling and Servicing Agreement or (iv) voluntary exchange by the Sole Certificateholder of all the outstanding Certificates (other than the Class R Certificates) for the remaining Mortgage Loans and REO Properties in the Trust Fund pursuant to the terms of Section 11.1(d) of the Pooling and Servicing Agreement; provided that in no event shall the Trust continue beyond the expiration of 21 years from the death of the last survivor of the descendants of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the late Ambassador of the United States to the Court of St. ▇▇▇▇▇, living on the date hereof. The parties designated in the Pooling and Servicing Agreement may exercise their option to purchase the Mortgage Loans and any other property remaining in the Trust and cause the termination will affect early retirement of the Trust ~~in accordance with~~ Certificate; however, such right of purchase is exercisable only as of any Distribution Date on which the ~~requirements set forth~~ Pool Balance has declined to less than 10% of the Pool Balance. The Trust Certificate may not be acquired by a Benefit Plan. By accepting and holding this Trust Certificate, the Holder hereof or, in the ~~Pooling and Servicing Agreement. Upon termination~~ case of Book- Entry Trust Certificate, by accepting a beneficial interest in this Trust Certificate, the ~~Trust and payment of the Certificates and of all administrative expenses associated with the Trust~~related Certificate Owner, ~~any remaining assets of the Trust~~ shall be ~~distributed~~ deemed to have represented and warranted that it is not a Benefit Plan and is not acquiring this Trust Certificate or an interest therein for the ~~holders~~ account of ~~the Class R Certificates. The Certificate Registrar has executed this Certificate under the Pooling and Servicing Agreement~~such an entity.

Appears in 1 contract

Sources: Trust Agreement (Heller Funding Corp)

Certificate. ~~evidencing a~~ Evidencing the 100% beneficial ~~ownership~~ interest in ~~a New York common law trust~~ all of the assets of the Issuer (~~the “Trust”~~as defined below), ~~consisting~~ which consist primarily of ~~a pool~~ motor vehicle retail installment sales contracts that are secured by new and used automobiles and light-duty trucks. (This Certificate does not represent an interest in or obligation of ~~commercial and multifamily mortgage loans (~~Santander Drive Auto Receivables LLC, Santander Consumer USA Inc. or any of their respective Affiliates, except to the extent described below.) THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR ANY OTHER APPLICABLE SECURITIES OR “~~Mortgage Loans”) and certain other property~~BLUE SKY” LAWS OF ANY STATE OR OTHER JURISDICTION, ~~formed and sold by~~ AND MAY NOT BE RESOLD, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR ANY OTHER APPLICABLE SECURITIES OR “BLUE SKY” LAWS, PURSUANT TO AN EXEMPTION THEREFROM OR IN A TRANSACTION NOT SUBJECT THERETO. THIS CERTIFIES THAT ~~CEDE & CO.~~ is the registered owner of ~~this commercial mortgage pass~~a 100% nonassessable, fully-~~through certificate (this “Certificate”)~~paid, ~~which has been issued pursuant to~~ beneficial interest in the ~~Pooling and Servicing Agreement~~Trust Estate of SANTANDER DRIVE AUTO RECEIVABLES TRUST 2007-2, ~~dated as specified above~~ a Delaware statutory trust (the “~~Pooling~~ Issuer”) formed by SANTANDER DRIVE AUTO RECEIVABLES LLC, a Delaware limited liability company, as depositor (the “Seller”). The Issuer was created pursuant to a Trust Agreement dated as of June 25, 2007 (as amended and ~~Servicing~~ restated as of September 5, 2007, the “Trust Agreement”), between ~~Banc of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Commercial Mortgage Inc.~~ the Seller and U.S. Bank Trust National Association, as owner trustee (~~hereinafter called~~ the “~~Depositor~~Owner Trustee”~~, which term includes any successor entity under the Pooling and Servicing Agreement~~)~~, the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar and the Authenticating Agent~~, a summary of certain of the pertinent provisions of which is set forth hereafter. The Trust consists primarily of the Mortgage Loans, such amounts as shall from time to time be held in the Collection Account and Distribution Account, the Insurance Policies and any REO Propertiesbelow. To the extent not otherwise defined herein, the capitalized terms used herein have the ~~respective~~ meanings assigned to them in the ~~Pooling~~ Sale and Servicing Agreement~~. This Certificate is one~~ , dated as of ~~a duly authorized issue of Certificates designated as~~ September 5, 2007, between the ▇▇Seller, the Issuer, W▇▇▇▇ ~~▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C8~~Fargo Bank, ~~Commercial Mortgage Pass-Through Certificates~~National Association, Series 2013-C8 (herein called the “Certificates”). The Certificates are issued in the Classes specified in the Pooling and Servicing Agreement and will evidence in the aggregate 100% of the beneficial ownership of the Trust. This Certificate represents an interest in the Class A-3 Certificates equal to the quotient expressed as a percentage obtained by dividing the initial Certificate Balance of this Certificate specified on the face hereof by the initial Aggregate Certificate Balance of the Class A-3 Certificates. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights, benefits, obligations, proceedsIndenture Trustee, and ~~duties evidenced hereby and~~ Santander Consumer USA Inc., as Servicer, as the ~~rights, duties and obligations of the parties thereto~~same may be amended or supplemented from time to time. This Certificate is issued under and is subject to the terms, ~~provisions~~ provisions, conditions and ~~conditions of~~ restrictions on transfer set forth in the ~~Pooling and Servicing~~ Trust Agreement, to which ~~Pooling and Servicing Agreement, as amended from time to time,~~ Trust Agreement the ~~Holder~~ holder of this Certificate by virtue of the acceptance hereof assents and by which such ~~Holder~~ holder is bound. ~~In the case of any conflict between terms specified in this Certificate~~ The provisions and ~~terms specified in the Pooling and Servicing Agreement, the terms~~ conditions of the ~~Pooling and Servicing~~ Trust Agreement ~~shall govern. Distributions of principal of and interest on this Certificate will be made out of the Available Distribution Amount, to the extent and subject to the limitations~~ are hereby incorporated by reference as though set forth in the Pooling and Servicing Agreement, on the 4th Business Day after the related Determination Date (a “Distribution Date”) commencing on the First Distribution Date specified above, to the Person in whose name their entirety herein. The holder of this Certificate ~~is registered on the applicable Record Date. The Determination Date is the 11th day~~ acknowledges and agrees that its rights to receive distributions in respect of ~~each month, or, if the 11th day is not a Business Day, the next succeeding Business Day (a “Determination Date”), commencing on March 11, 2013. All sums distributable on~~ this Certificate are ~~payable~~ subordinated to the rights of the Noteholders and the Insurer as described in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the related Pass-Through Rate on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount due to this Certificate’s pro rata share of the amount to be distributed on the Class A-3 Certificates as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. Collateral Support Deficits shall be allocated on the applicable Distribution Date to the respective Classes of Principal Balance Certificates in the manner set forth in the Pooling and Servicing Agreement. All Collateral Support Deficits allocated to any Class of Principal Balance Certificates will be allocated pro rata among the outstanding Certificates of such Class. The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust. All distributions under the Pooling and Servicing Agreement to a nominee of The Depository Trust Company (“DTC”) will be made by or on behalf of the Certificate Administrator by check mailed to such ▇▇▇▇▇▇’s address as it appears on the Certificate Register of the Certificate Registrar or, upon written request to the Certificate Administrator on or prior to the related Record Date (or upon standing instructions given to the Certificate Administrator on the Closing Date prior to any Record Date, which instructions may be revoked at any time thereafter upon written notice to the Certificate Administrator five (5) days prior to the related Record Date) made by a Certificateholder by wire transfer in immediately available funds to an account specified in the request of such Certificateholder. Notwithstanding the aboveIndenture, the final distribution on any Certificate will be made only upon presentation and surrender of such Certificate at the location that will be specified in a notice of the pendency of such final distribution. The Pooling and Servicing Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Certificateholders under the Pooling and Servicing Agreement at any time by the parties thereto with the consent of the Holders of not less than 51% of the aggregate Voting Rights of the Certificates then outstanding, as specified in the Pooling and Servicing Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon the Certificate. The Pooling and Servicing Agreement also permits the amendment thereof, in certain circumstances, without the consent of the Holders of any of the Certificates. As provided in the Pooling Sale and Servicing Agreement and the Trust Agreement, as applicable. THIS CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. By accepting this Certificate, the Certificateholder hereby covenants and agrees that prior to the date which is one year and one day after payment in full of all obligations of each Bankruptcy Remote Party in respect of all securities issued by the Bankruptcy Remote Parties (i) such Person shall not authorize such Bankruptcy Remote Party to commence a voluntary winding-up or other voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to such Bankruptcy Remote Party or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect in any jurisdiction or seeking the appointment of an administrator, a trustee, receiver, liquidator, custodian or other similar official with respect to such Bankruptcy Remote Party or any substantial part of its property or to consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against such Bankruptcy Remote Party, or to make a general assignment for the benefit of any party hereto or any other creditor of such Bankruptcy Remote Party, and (ii) such Person shall not commence or join with any other Person in commencing any proceeding against such Bankruptcy Remote Party under any bankruptcy, reorganization, liquidation or insolvency law or statute now or hereafter in effect in any jurisdiction. This Certificate may not be acquired by or for the account of or with the assets of (a) an employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to ~~certain limitations therein set forth~~the provisions of Title I of ERISA, (b) a plan described in Section 4975(e)(1) of the Code or (c) any entity whose underlying assets include plan assets by reason of an employee benefit plan’s or other plan’s investment in the entity (each, a “Benefit Plan”). By accepting and holding this Certificate, the ~~transfer~~ holder hereof shall be deemed to have represented and warranted that it is not a Benefit Plan and is not purchasing on behalf of or with the assets of a Benefit Plan. By its acquisition and holding of this Certificate (or any interest herein), each Certificateholder that is ~~registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the Corporate Trust Office~~ a governmental plan, church plan or foreign plan shall be deemed to represent and warrant that its acquisition, holding and disposition of the Certificate ~~Registrar, duly endorsed by~~(or interest therein) will not result in a nonexempt prohibited transaction under, or ~~accompanied by an assignment in~~ a violation of, any applicable law that is substantially similar to ERISA or Section 4975 of the ~~form below or other written instrument~~ Code It is the intention of ~~transfer in form satisfactory~~ the parties to the ~~Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney duly authorized in writing~~Trust Agreement that, solely for income and thereupon one or more new Certificates of the same Class in authorized denominations will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreementfranchise tax purposes, the Certificates are issuable in fully registered form only, without coupons, in minimum denominations specified in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates. Notwithstanding the foregoing, for (i) so long as ~~this Certificate~~ there is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book entry facilities of DTC. The Depositora single Certificateholder, the ~~Master Servicer~~Issuer will be disregarded as an entity separate from such Certificateholder, and if there is more than one Certificateholder, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating Agent and any of their agents may treat the Person in whose name this Certificate is registered Issuer will be treated as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating Agent or any such agents shall be affected by notice to the contrary. The obligations and responsibilities of the Trustee and the Certificate Administrator created hereby (other than the obligation of the Certificate Administrator, to make payments to the Class R Certificateholders, as set forth in Section 11.3 of the Pooling and Servicing Agreement and other than the obligations in the nature of information or tax reporting) shall terminate on the earliest of (i) the later of (A) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust (and final distribution to the Certificateholders) and (B) the disposition of all REO Property (and final distribution to the Certificateholders), a partnership; (ii) the ~~sale of the property held by the Trust in accordance with Section 11.1(b) of the Pooling~~ Seller will be disregarded as an entity separate from Santander Consumer USA Inc.; and ~~Servicing Agreement,~~ (iii) the ~~termination~~ Notes will be characterized as debt. By accepting this Certificate, the Certificateholder agrees to take no action inconsistent with the foregoing intended tax treatment. By accepting this Certificate, the Certificateholder acknowledges that this Certificate represents a beneficial interest in the Issuer only and does not represent interests in or obligations of the Seller, the Servicer, the Administrator, the Owner Trustee, the Indenture Trustee or any of their respective Affiliates and no recourse may be had against such parties or their assets, except as expressly set forth or contemplated in this Certificate, the Trust ~~pursuant to Section 11.1(c) of the Pooling and Servicing~~ Agreement or (iv) voluntary exchange by the Sole Certificateholder of all the outstanding Certificates (other than the Class R Certificates) for the remaining Mortgage Loans and REO Properties in the Trust Fund pursuant to the terms of Section 11.1(d) of the Pooling and Servicing Agreement; provided that in no event shall the Trust continue beyond the expiration of 21 years from the death of the last survivor of the descendants of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the late Ambassador of the United States to the Court of St. ▇▇▇▇▇, living on the date hereof. The parties designated in the Pooling and Servicing Agreement may exercise their option to purchase the Mortgage Loans and any other property remaining in the Trust and cause the termination of the Trust in accordance with the requirements set forth in the Pooling and Servicing Agreement. Upon termination of the Trust and payment of the Certificates and of all administrative expenses associated with the Trust, any remaining assets of the Trust shall be distributed to the holders of the Class R Certificates. The Certificate Registrar has executed this Certificate under the Pooling and Servicing AgreementTransaction Document.

Appears in 1 contract

Sources: Trust Agreement (Santander Drive Auto Receivables Trust 2007-2)

Certificate. evidencing a beneficial ownership interest in a ~~New York common law trust (the “~~Trust”), consisting primarily of a pool of commercial and multifamily mortgage loans (the “"Mortgage Loans”") and certain other property, formed and sold by MORGAN STANLEY CAPITAL I INC. THIS CERTIFIES THAT ~~CEDE~~ C▇▇▇ & COC▇. ~~is the~~ ▇▇ ▇he registered owner of the interest evidenced by this ~~commercial mortgage pass-through certificate (this “Certificate”), which has been~~ Certificate in the Class X-2 Certificates issued by the Trust created pursuant to the Pooling and Servicing Agreement, dated as specified above (the “"Pooling and Servicing Agreement”"), ~~between Banc of America~~ among Morgan Stanley Capital I Inc. (hereinafter called the "Depositor," ▇▇▇▇▇ t▇▇▇ ▇▇▇~~▇▇ Commercial Mortgage Inc. (hereinafter called the “Depositor”, which term includes~~ ludes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Paying Agent, the Certificate Registrar, the General Master Servicer, the Prudential Master Servicer and the Special Servicer~~, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar and the Authenticating Agent~~, a summary of certain of the pertinent provisions of which is set forth hereafter. The Trust consists primarily of the Mortgage Loans, such amounts as shall from time to time be held in the ~~Collection~~ Certificate Account and Distribution Account, the Insurance Policies and any REO Properties. To the extent not defined herein, the capitalized terms used herein have the ~~respective~~ meanings assigned in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as Certificates of the ~~▇▇▇▇▇▇~~ series specified on the face hereof (herein called the "Certificates") and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage obtained by dividing the Notional Amount of this Certificate specified on the face hereof by the initial aggregate Notional Amount of the Class X-2 Certificates. The Certificates are designated as the Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through Cer▇▇▇▇▇▇~~▇ Bank of America~~ t▇▇, ▇▇▇~~▇▇▇▇ ▇▇▇▇▇ Trust 2013~~ies 2006-~~C8, Commercial Mortgage Pass-Through Certificates, Series 2013-C8 (herein called the “Certificates”). The Certificates~~ IQ12 and are issued in the Classes specified in the Pooling and Servicing ~~Agreement and~~ Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership of the Trust. This Certificate represents an interest in the Class A-3 Certificates equal to the quotient expressed as a percentage obtained by dividing the initial Certificate Balance of this Certificate specified on the face hereof by the initial Aggregate Certificate Balance of the Class A-3 Certificates. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that ~~agreement~~ Agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the ~~parties thereto~~Trustee and the Paying Agent. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the ~~Holder of this Certificate~~ Certificateholder by virtue of the acceptance hereof assents and by which ~~such Holder~~ the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. Distributions of ~~principal of and~~ interest on this Certificate will be made out of the Available Distribution Amount, to the extent and subject to the limitations set forth in the Pooling and Servicing Agreement, on the ~~4th~~ 15th day of each month or, if such 15th day is not a Business Day, the next succeeding Business Day ~~after the related Determination Date~~ (a “"Distribution Date”") commencing on the ~~First~~ first Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the ~~applicable~~ last Business Day of the month immediately preceding the month of such distribution (the "Record Date~~. The Determination Date is the 11th day of each month, or, if the 11th day is not a Business Day, the next succeeding Business Day (a “Determination Date”~~")~~, commencing on March 11, 2013~~. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the ~~related~~ Pass-Through Rate on the ~~Certificate Balance~~ Notional Amount of this Certificate immediately prior to each Distribution Date. ~~Principal and interest~~ Interest allocated to this Certificate on any Distribution Date will be in an amount due to this Certificate’s 's pro rata share of the amount to be distributed on the Certificates of this Class ~~A-3 Certificates~~ as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. ~~Collateral Support Deficits~~ Realized Losses, Expense Losses and interest shortfalls on the Mortgage Loans shall be allocated on the applicable Distribution Date to ~~the respective Classes of Principal Balance Certificates~~ Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All ~~Collateral Support Deficits~~ Realized Losses, Expense Losses and interest shortfalls on the Mortgage Loans allocated to any Class of ~~Principal Balance~~ Certificates will be allocated pro rata among the outstanding Certificates of such Class. The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the ~~Collection~~ Certificate Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust. All distributions under the Pooling and Servicing Agreement to ~~a nominee of The Depository Trust Company (“DTC”)~~ Certificateholders will be made by ~~or on behalf of the Certificate Administrator by check mailed to such ▇▇▇▇▇▇’s address as it appears on the Certificate Register of the Certificate Registrar or, upon written request~~ wire transfer in immediately available funds to the ~~Certificate Administrator~~ account specified by the Certificateholder, at a bank or other entity having appropriate facilities therefor, if such Certificateholder will have provided the Paying Agent with wiring instructions on or prior to the related Record Date (or ~~upon standing instructions given~~ otherwise by check mailed to the Certificate Administrator on the Closing Date prior to any Record Date, which instructions may be revoked at any time thereafter upon written notice to the Certificate Administrator five (5) days prior to the related Record Date) made by a Certificateholder by wire transfer in immediately available funds to an account specified in the request of such Certificateholder. Notwithstanding the above, the final distribution on any Certificate will be made only upon presentation and surrender of such Certificate at the location that will be specified in a notice of the pendency of such final distribution. The Pooling and Servicing Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Certificateholders under the Pooling and Servicing Agreement at any time by the parties thereto with the consent of the Holders of not less than 51% of the ~~aggregate Voting Rights~~ Aggregate Certificate Balance of the Certificates then ~~outstanding~~outstanding (and under certain circumstances, without regard to Certificates held by the Depositor, any of the Depositor's Affiliates and/or agents or any Seller), as specified in the Pooling and Servicing Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange ~~herefor~~ therefor or in lieu hereof whether or not notation of such consent is made upon the Certificate. The Pooling and Servicing Agreement also permits the amendment thereof, in certain circumstances, without the consent of the Holders of any of the Certificates. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the Corporate Trust Office of the Certificate Registrar, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s 's attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreement, the Class X-2 Certificates ~~are issuable~~ will be issued in ~~fully registered form only, without coupons,~~ denominations of $100,000 initial Notional Amount and in ~~minimum denominations specified~~ any whole dollar denomination in ~~the Pooling and Servicing Agreement~~excess thereof. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations as requested by the Holder surrendering the same. No service charge will be made to a Certificateholder for any such registration of transfer or ~~exchange~~ exchange, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates. Notwithstanding the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book entry facilities of DTC. The ~~Depositor~~Trustee, the Paying Agent, the General Master Servicer, the Prudential Master Servicer, the Special ~~Servicer,~~ Servicer or the ~~Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating Agent and any of their agents~~ Operating Adviser may treat the Person in whose name this Certificate is registered as of the related Record Date as the owner hereof for the purpose of receiving distributions as provided in the Pooling and Servicing Agreement and for all ~~purposes~~other purposes whatsoever, and none of the ~~Depositor~~Trustee, the Paying Agent, the General Master Servicer, the Prudential Master Servicer, the Special ~~Servicer,~~ Servicer or the ~~Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating Agent or any such agents~~ Operating Adviser shall be affected by notice to the contrary. The obligations and responsibilities of the Trustee and the ~~Certificate Administrator~~ Paying Agent created hereby (other than the obligation of the ~~Certificate Administrator~~Paying Agent, to make payments to the Class R R-I Certificateholders, Class R-II Certificateholders, the REMIC III Certificateholders, and the Class A-MFL Certificateholders, as set forth in Section ~~11.3~~ 10.2 of the Pooling and Servicing Agreement and other than the obligations in the nature of information or tax reporting) shall terminate on the earliest of (i) the later of (A) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust (and final distribution to the Certificateholders) and (B) the disposition of all REO Property (and final distribution to the Certificateholders), (ii) the sale of the property held by the Trust in accordance with Section ~~11.1(b~~10.1(b) of the Pooling and Servicing Agreement, (iii) the termination of the Trust pursuant to Section ~~11.1(c~~10.1(c) of the Pooling and Servicing Agreement or (iv) ~~voluntary exchange by~~ the ~~Sole Certificateholder~~ transfer of ~~all~~ the ~~outstanding Certificates (other than the Class R Certificates) for the remaining Mortgage Loans and REO Properties~~ property held in the Trust ~~Fund pursuant to the terms of~~ in accordance with Section ~~11.1(d~~10.1(d) of the Pooling and Servicing Agreement; provided that in no event shall the Trust continue beyond the expiration of 21 years from the death of the last survivor of the descendants of ~~▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇~~Joseph P. Kennedy, the late Ambassador of the United States to the ~~Court of St.~~ ▇▇▇▇▇ ▇▇ ▇▇. ▇▇▇▇s, living on the date hereof. The parties designated in the ~~Pooling~~ Poo▇▇▇▇ and Servicing Agreement may exercise their option to ~~purchase~~ purchase, in whole only, the Mortgage Loans and any other ~~property~~ property, if any, remaining in the Trust and cause the termination of the Trust in accordance with the requirements set forth in the Pooling and Servicing Agreement. Upon termination of the Trust and payment of the Certificates and of all administrative expenses associated with the Trust, any remaining assets of the Trust shall be distributed to the holders of the ~~Class R~~ Residual Certificates. The Certificate Registrar has executed this Certificate under the Pooling and Servicing Agreement. THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Morgan Stanley Capital I Trust 2006-Iq12)

Certificate. evidencing a beneficial ownership interest in a ~~New York common law trust (the “~~Trust”), consisting primarily of a pool of commercial and multifamily mortgage loans (the “"Mortgage Loans”") and certain other property, formed and sold by BEAR ▇▇▇▇▇▇▇ COMMERCIAL MORTGAGE SECURITIES INC. THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced by this ~~commercial mortgage pass-through certificate (this “Certificate”), which has been~~ Certificate in the Class A-3 Certificates issued by the Trust created pursuant to the Pooling and Servicing Agreement, dated as specified above (the “"Pooling and Servicing Agreement”"), ~~between Banc of America~~ among Bear ▇▇▇▇▇▇▇ ~~▇▇▇▇▇~~ Commercial Mortgage Securities Inc. (hereinafter called the “"Depositor”", which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Fiscal Agent, the Paying Agent, the Certificate Registrar, the Master ~~Servicer,~~ Servicer and the Special Servicer~~, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar and the Authenticating Agent~~, a summary of certain of the pertinent provisions of which is set forth hereafter. The Trust consists primarily of the Mortgage Loans, such amounts as shall from time to time be held in the ~~Collection~~ Certificate Account and Distribution Account, the Insurance Policies and any REO Properties. To the extent not defined herein, the capitalized terms used herein have the ~~respective~~ meanings assigned in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as Certificates of the ~~▇▇▇▇▇▇~~ series specified on the face hereof (herein called the "Certificates") and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage obtained by dividing the Certificate Balance of this Certificate specified on the face hereof by the aggregate initial Certificate Balance of the Class A-3 Certificates. The Certificates are designated as the Bear ▇▇▇▇▇▇▇ ~~Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C8~~Commercial Mortgage Securities Inc., Commercial Mortgage Pass-Through Certificates, Series ~~2013~~2004-~~C8 (herein called the “Certificates”). The Certificates~~ TOP14 and are issued in the Classes specified in the Pooling and Servicing ~~Agreement and~~ Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership of the Trust. This Certificate represents an interest in the Class A-3 Certificates equal to the quotient expressed as a percentage obtained by dividing the initial Certificate Balance of this Certificate specified on the face hereof by the initial Aggregate Certificate Balance of the Class A-3 Certificates. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that ~~agreement~~ Agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the ~~parties thereto~~Trustee and the Paying Agent. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the ~~Holder of this Certificate~~ Certificateholder by virtue of the acceptance hereof assents and by which ~~such Holder~~ the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. Distributions of principal of and interest on this Certificate will be made out of the Available Distribution Amount, to the extent and subject to the limitations set forth in the Pooling and Servicing Agreement, on the ~~4th~~ 12th day of each month or, if such 12th day is not a Business Day, the next succeeding Business Day ~~after the related Determination Date~~ (a “"Distribution Date”") commencing on the ~~First~~ first Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the ~~applicable~~ last Business Day of the month immediately preceding the month of such distribution (the "Record Date~~. The Determination Date is the 11th day of each month, or, if the 11th day is not a Business Day, the next succeeding Business Day (a “Determination Date”~~")~~, commencing on March 11, 2013~~. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the ~~related~~ Pass-Through Rate on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount due to this Certificate’s 's pro rata share of the amount to be distributed on the Certificates of this Class ~~A-3 Certificates~~ as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. ~~Collateral Support Deficits~~ Realized Losses, Expense Losses and interest shortfalls on the Mortgage Loans shall be allocated on the applicable Distribution Date to ~~the respective Classes of Principal Balance Certificates~~ Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All ~~Collateral Support Deficits~~ Realized Losses, Expense Losses and interest shortfalls on the Mortgage Loans allocated to any Class of ~~Principal Balance~~ Certificates will be allocated pro rata among the outstanding Certificates of such Class. The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust. All distributions under the Pooling and Servicing Agreement to a nominee of The Depository Trust Company (“DTC”) will be made by or on behalf of the Certificate Administrator by check mailed to such ▇▇▇▇▇▇’s address as it appears on the Certificate Register of the Certificate Registrar or, upon written request to the Certificate Administrator on or prior to the related Record Date (or upon standing instructions given to the Certificate Administrator on the Closing Date prior to any Record Date, which instructions may be revoked at any time thereafter upon written notice to the Certificate Administrator five (5) days prior to the related Record Date) made by a Certificateholder by wire transfer in immediately available funds to an account specified in the request of such Certificateholder. Notwithstanding the above, the final distribution on any Certificate will be made only upon presentation and surrender of such Certificate at the location that will be specified in a notice of the pendency of such final distribution. The Pooling and Servicing Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Certificateholders under the Pooling and Servicing Agreement at any time by the parties thereto with the consent of the Holders of not less than 51% of the aggregate Voting Rights of the Certificates then outstanding, as specified in the Pooling and Servicing Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon the Certificate. The Pooling and Servicing Agreement also permits the amendment thereof, in certain circumstances, without the consent of the Holders of any of the Certificates. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the Corporate Trust Office of the Certificate Registrar, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreement, the Certificates are issuable in fully registered form only, without coupons, in minimum denominations specified in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates. Notwithstanding the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book entry facilities of DTC. The Depositor, the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating Agent and any of their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating Agent or any such agents shall be affected by notice to the contrary. The obligations and responsibilities of the Trustee and the Certificate Administrator created hereby (other than the obligation of the Certificate Administrator, to make payments to the Class R Certificateholders, as set forth in Section 11.3 of the Pooling and Servicing Agreement and other than the obligations in the nature of information or tax reporting) shall terminate on the earliest of (i) the later of (A) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust (and final distribution to the Certificateholders) and (B) the disposition of all REO Property (and final distribution to the Certificateholders), (ii) the sale of the property held by the Trust in accordance with Section 11.1(b) of the Pooling and Servicing Agreement, (iii) the termination of the Trust pursuant to Section 11.1(c) of the Pooling and Servicing Agreement or (iv) voluntary exchange by the Sole Certificateholder of all the outstanding Certificates (other than the Class R Certificates) for the remaining Mortgage Loans and REO Properties in the Trust Fund pursuant to the terms of Section 11.1(d) of the Pooling and Servicing Agreement; provided that in no event shall the Trust continue beyond the expiration of 21 years from the death of the last survivor of the descendants of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the late Ambassador of the United States to the Court of St. ▇▇▇▇▇, living on the date hereof. The parties designated in the Pooling and Servicing Agreement may exercise their option to purchase the Mortgage Loans and any other property remaining in the Trust and cause the termination of the Trust in accordance with the requirements set forth in the Pooling and Servicing Agreement. Upon termination of the Trust and payment of the Certificates and of all administrative expenses associated with the Trust, any remaining assets of the Trust shall be distributed to the holders of the Class R Certificates. The Certificate Registrar has executed this Certificate under the Pooling and Servicing Agreement.and

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Bear Stearns Commercial Mortgage Sec Inc Trust 2004 Top14)

Certificate. evidencing a beneficial ownership interest in a New York common law trust (the “Trust”), consisting primarily of a pool of commercial and multifamily mortgage loans (the “Mortgage Loans”) and certain other property, formed and sold by THIS CERTIFIES THAT [FOR GLOBAL CERTIFICATES ONLY: CEDE & CO. .] is the registered owner of this commercial mortgage pass-through certificate (this “Certificate”), which has been issued pursuant to the Pooling and Servicing Agreement, dated as specified above (the “Pooling and Servicing Agreement”), between Banc of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Commercial Mortgage Inc. (hereinafter called the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement), the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar and the Authenticating Agent, a summary of certain of the pertinent provisions of which is set forth hereafter. The Trust consists primarily of the Mortgage Loans, such amounts as shall from time to time be held in the Collection Account and Distribution Account, the Insurance Policies and any REO Properties. To the extent not defined herein, the capitalized terms used herein have the respective meanings assigned in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C8, Commercial Mortgage Pass-Through Certificates, Series 2013-C8 (herein called the “Certificates”). The Certificates are issued in the Classes specified in the Pooling and Servicing Agreement and will evidence in the aggregate 100% of the beneficial ownership of the Trust. This Certificate represents an interest in the Class ~~A-3~~ G Certificates equal to the quotient expressed as a percentage obtained by dividing the initial Certificate Balance of this Certificate specified on the face hereof by the initial Aggregate Certificate Balance of the Class ~~A-3~~ G Certificates. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the parties thereto. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. Distributions of principal of and interest on this Certificate will be made out of the Available Distribution Amount, to the extent and subject to the limitations set forth in the Pooling and Servicing Agreement, on the 4th Business Day after the related Determination Date (a “Distribution Date”) commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered on the applicable Record Date. The Determination Date is the 11th day of each month, or, if the 11th day is not a Business Day, the next succeeding Business Day (a “Determination Date”), commencing on March 11, 2013. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the related Pass-Through Rate on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount due to this Certificate’s pro rata share of the amount to be distributed on the Class ~~A-3~~ G Certificates as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. Collateral Support Deficits shall be allocated on the applicable Distribution Date to the respective Classes of Principal Balance Certificates in the manner set forth in the Pooling and Servicing Agreement. All Collateral Support Deficits allocated to any Class of Principal Balance Certificates will be allocated pro rata among the outstanding Certificates of such Class. The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust. All distributions under the Pooling and Servicing Agreement [FOR GLOBAL CERTIFICATES ONLY: to a nominee of The Depository Trust Company (“DTC”) )] will be made by or on behalf of the Certificate Administrator by check mailed to such ~~▇▇▇▇▇▇~~Holder’s address as it appears on the Certificate Register of the Certificate Registrar or, upon written request to the Certificate Administrator on or prior to the related Record Date (or upon standing instructions given to the Certificate Administrator on the Closing Date prior to any Record Date, which instructions may be revoked at any time thereafter upon written notice to the Certificate Administrator five (5) days prior to the related Record Date) made by a Certificateholder by wire transfer in immediately available funds to an account specified in the request of such Certificateholder. Notwithstanding the above, the final distribution on any Certificate will be made only upon presentation and surrender of such Certificate at the location that will be specified in a notice of the pendency of such final distribution. [FOR REGULATION S CERTIFICATES ONLY: Until this Regulation S Temporary Global Certificate is exchanged for one or more Regulation S Permanent Global Certificates, the Holder hereof shall not be entitled to receive payments hereon; until so exchanged in full, this Regulation S Temporary Global Certificate shall in all other respects be entitled to the same benefits as other Certificates under the Pooling and Servicing Agreement.] The Pooling and Servicing Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Certificateholders under the Pooling and Servicing Agreement at any time by the parties thereto with the consent of the Holders of not less than 51% of the aggregate Voting Rights of the Certificates then outstanding, as specified in the Pooling and Servicing Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon the Certificate. The Pooling and Servicing Agreement also permits the amendment thereof, in certain circumstances, without the consent of the Holders of any of the Certificates. [FOR REGULATION S CERTIFICATES ONLY: This Regulation S Temporary Global Certificate is exchangeable in whole or in part for one or more Global Certificates only (i) on or after the termination of the 40-day distribution compliance period (as defined in Regulation S) and (ii) upon presentation of a Regulation S Certificate (as defined in the Pooling Agreement) required by Article III of the Pooling and Servicing Agreement. Upon exchange of this Regulation S Temporary Global Certificate for one or more Global Certificates, the Certificate Registrar shall cancel this Regulation S Temporary Global Certificate.] As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the Corporate Trust Office of the Certificate Registrar, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations will be issued to the designated transferee or transferees. No transfer, sale, pledge or other disposition of this Certificate or interest therein shall be made unless such transfer, sale, pledge or other disposition is exempt from the registration and/or qualification requirements of the Securities Act and any applicable state securities laws, or is otherwise made in accordance with the Securities Act and such state securities laws. If a transfer of any Non-Registered Certificate held as a Definitive Certificate is to be made without registration under the Securities Act (other than in connection with the initial issuance of the Certificates or a transfer of such Certificate by the Depositor or one of its Affiliates), then the Certificate Registrar shall refuse to register such transfer unless it receives (and upon receipt, may conclusively rely upon) either: (i) a certificate from the Certificateholder desiring to effect such transfer substantially in the form attached as Exhibit D-1 to the Pooling and Servicing Agreement and a certificate from such Certificateholder’s prospective Transferee substantially in the form attached either as Exhibit D-2A or Exhibit D-2B to the Pooling and Servicing Agreement; or (ii) an Opinion of Counsel satisfactory to the Certificate Registrar to the effect that such transfer shall be made without registration under the Securities Act, together with the written certification(s) as to the facts surrounding such transfer from the Certificateholder desiring to effect such transfer and/or such Certificateholder’s prospective Transferee on which such Opinion of Counsel is based (which Opinion of Counsel shall not be an expense of the Trust or of the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Trustee, the Trust Advisor or the Certificate Registrar in their respective capacities as such). No Person may hold an interest in a Rule 144A Global Certificate unless that Person is a Qualified Institutional Buyer, and no “U.S. person” (as that term is defined in Rule 902(k) under the Securities Act) may hold an interest in a Regulation S Global Certificate, and transfers of interests in the Global Certificates that would result in a violation of the foregoing are prohibited. No party to the Pooling and Servicing Agreement is obligated to register or qualify any Class of Non-Registered Certificates under the Securities Act or any other securities law or to take any action not otherwise required under the Pooling and Servicing Agreement to permit the transfer of any Certificate. Any Certificateholder or Certificate Owner desiring to effect a transfer of this Certificate or interests therein shall, and does hereby agree to, indemnify each Underwriter, each Initial Purchaser and each party to the Pooling and Servicing Agreement against any liability that may result if the transfer is not exempt from such registration or qualification or is not made in accordance with such federal and state laws. No transfer of a Non-Investment Grade Certificate or any interest therein shall be made (A) to any employee benefit plan or other retirement arrangement, including individual retirement accounts and annuities, ▇▇▇▇▇ plans and collective investment funds and separate accounts in which such plans, accounts or arrangements are invested, including, without limitation, insurance company general accounts, that is subject to Title I of ERISA or Section 4975 of the Code or any applicable federal, state or local law (“Similar Laws”) materially similar to the foregoing provisions of ERISA or the Code (each, a “Plan”), or (B) to any Person who is directly or indirectly purchasing such Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with “plan assets” of a Plan, unless: (i) the purchase and holding of such Certificate or interest therein qualifies for the exemptive relief available under Sections I and III of U.S. Department of Labor Prohibited Transaction Class Exemption (“PTCE”) 95-60; or (ii) in the case of a Non-Investment Grade Certificate held as a Definitive Certificate, the prospective Transferee provides the Certificate Registrar with a certification of facts and an Opinion of Counsel which establish to the satisfaction of the Certificate Registrar that such transfer will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code or subject any party to the Pooling and Servicing Agreement to any obligation in addition to those undertaken in the Pooling and Servicing Agreement. Each Person who acquires any Non-Investment Grade Certificate as a Definitive Certificate (unless it shall have acquired such Certificate from the Depositor or an Affiliate thereof or unless, in the case of a Non-Investment Grade Certificate, it shall have delivered to the Certificate Registrar the certification of facts and Opinion of Counsel referred to in clause (ii) of the preceding sentence) shall be required to deliver to the Certificate Registrar a certification in the form of Exhibit D-2A or Exhibit D-2B to the Pooling and Servicing Agreement that includes a certification to the effect that: (i) it is neither a Plan nor any Person who is directly or indirectly purchasing such Certificate or interest therein on behalf of, as named fiduciary of, as trustee of, or with “plan assets” of a Plan; or (ii) the purchase and holding of such Certificate or interest therein by such Person qualifies for the exemptive relief available under Sections I and III of PTCE 95-60 or another exemption from the “prohibited transactions” rules under ERISA issued by the U.S. Department of Labor or similar exemption under Similar Laws. Subject to the terms of the Pooling and Servicing Agreement, the Certificates are issuable in fully registered form only, without coupons, in minimum denominations specified in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates. ~~Notwithstanding the foregoing, for so long as this Certificate is registered~~ As and when provided in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book entry facilities of DTC. The Depositor, the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating Agent and any of their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating Agent or any such agents shall be affected by notice to the contrary. The obligations and responsibilities of the Trustee and the Certificate Administrator created hereby (other than the obligation of the Certificate Administrator, to make payments to the Class R Certificateholders, as set forth in Section 11.3 of the Pooling and Servicing Agreement and ~~other than~~ subject to certain limitations therein set forth, including but not limited to the ~~obligations~~ transfer restrictions described above, a Definitive Certificate may be converted into an interest in ~~the nature of information or tax reporting) shall terminate on the earliest of (i) the later of (A) the final payment or other liquidation~~ a Global Certificate of the ~~last Mortgage Loan remaining~~ applicable Class, an interest in ~~the Trust (and final distribution to the Certificateholders) and (B) the disposition of all REO Property (and final distribution to the Certificateholders), (ii) the sale~~ a Global Certificate may be converted into a Definitive Certificate of the ~~property held by the Trust~~ applicable Class, an interest in ~~accordance with Section 11.1(b)~~ a Rule 144A Global Certificate may be converted into an interest in a Regulation S Global Certificate of the ~~Pooling~~ applicable Class and ~~Servicing Agreement, (iii) the termination~~ an interest in a Regulation S Global Certificate may be converted into an interest in a Rule 144A Global Certificate of the Trust pursuant to Section 11.1(c) of the Pooling and Servicing Agreement or (iv) voluntary exchange by the Sole Certificateholder of all the outstanding Certificates (other than the Class R Certificates) for the remaining Mortgage Loans and REO Properties in the Trust Fund pursuant to the terms of Section 11.1(d) of the Pooling and Servicing Agreement; provided that in no event shall the Trust continue beyond the expiration of 21 years from the death of the last survivor of the descendants of ▇▇▇▇▇▇ ▇applicable Class. ▇▇▇▇▇▇▇, the late Ambassador of the United States to the Court of St. ▇▇▇▇▇, living on the date hereof. The parties designated in the Pooling and Servicing Agreement may exercise their option to purchase the Mortgage Loans and any other property remaining in the Trust and cause the termination of the Trust in accordance with the requirements set forth in the Pooling and Servicing Agreement. Upon termination of the Trust and payment of the Certificates and of all administrative expenses associated with the Trust, any remaining assets of the Trust shall be distributed to the holders of the Class R Certificates. The Certificate Registrar has executed this Certificate under the Pooling and Servicing Agreement.[FOR GLOBAL CERTIFICATES ONLY: Notwit

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C8)

Certificate. ~~evidencing a~~ The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). After due inquiry and to the best knowledge of the undersigned, the Rights evidenced by this Right Certificate were not acquired or beneficially owned by an Acquiring Person or an Affiliate or Associate thereof. Dated: ________________________ Signature ________________________ The signature in the Form of Assignment or Form of Election to Purchase, as the case may be, must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial ~~ownership interest~~ owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in ~~a New York common law trust~~ the Rights Agreement) and such Assignment or Election to Purchase will not be honored. EXHIBIT C SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On July 18, 2001, the Board of Directors of Integra Bank Corporation (the ~~“Trust”~~"Company"), ~~consisting primarily of~~ adopted a ~~pool of commercial and multifamily mortgage loans~~ Shareholder Rights Plan (the “Mortgage Loans”) and certain other property, formed and sold by THIS CERTIFIES THAT CEDE & CO. is the registered owner of this commercial mortgage pass-through certificate (this “Certificate”), which has been issued pursuant to the Pooling and Servicing Agreement, dated as specified above (the “Pooling and Servicing Agreement”), between Banc of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Commercial Mortgage Inc. (hereinafter called the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement), the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar and the Authenticating Agent, a summary of certain of the pertinent provisions of which is set forth hereafter. The Trust consists primarily of the Mortgage Loans, such amounts as shall from time to time be held in the Collection Account and Distribution Account, the Insurance Policies and any REO Properties. To the extent not defined herein, the capitalized terms used herein have the respective meanings assigned in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C8, Commercial Mortgage Pass-Through Certificates, Series 2013-C8 (herein called the “Certificates”"Rights Plan"). The ~~Certificates are issued~~ purpose of the Rights Plan is to deter certain coercive takeover tactics and enable the Board of Directors to represent effectively the interests of shareholders in the ~~Classes specified~~ event of a takeover attempt, and to protect against market accumulators who may be interested in putting the Company "into play." The Rights Plan does not deter negotiated mergers or business combinations that the Board of Directors determines to be in the ~~Pooling and Servicing Agreement and will evidence in the aggregate 100%~~ best interests of the ~~beneficial ownership~~ Company and its shareholders. To implement the Rights Plan the Board of Directors declared a dividend of one preferred share purchase right (a "Right") for each outstanding common share (the "Common Shares") of the ~~Trust~~Company. ~~This Certificate represents an interest in the Class A-3 Certificates equal~~ The dividend will be paid on July 30, 2001 to the ~~quotient expressed as~~ shareholders of record on that date. Each Right entitles the registered holder to purchase from the Company one one-hundredth of a ~~percentage obtained by dividing the initial Certificate Balance~~ share of ~~this Certificate specified on the face hereof by the initial Aggregate Certificate Balance~~ Series A Junior Participating Preferred Stock of the ~~Class A-3 Certificates. This Certificate does not purport to summarize~~ Company, no par value (the ~~Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests~~"Preferred Shares"), ~~rights~~at a price of $75.00 per one-hundredth of a Preferred Share, ~~benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the parties thereto. This Certificate is issued under and is~~ subject to ~~the terms, provisions~~ adjustment. The description and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. Distributions of principal of and interest on this Certificate will be made out of the Available Distribution Amount, to the extent and subject to the limitations Rights are set forth in a Rights Agreement (the ~~Pooling~~ "Rights Agreement") between the Company and ~~Servicing Agreement~~Integra Bank, on the 4th Business Day after the related Determination Date (a “Distribution Date”) commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered on the applicable Record Date. The Determination Date is the 11th day of each month, or, if the 11th day is not a Business Day, the next succeeding Business Day (a “Determination Date”), commencing on March 11, 2013. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the related Pass-Through Rate on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount due to this Certificate’s pro rata share of the amount to be distributed on the Class A-3 Certificates as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. Collateral Support Deficits shall be allocated on the applicable Distribution Date to the respective Classes of Principal Balance Certificates in the manner set forth in the Pooling and Servicing Agreement. All Collateral Support Deficits allocated to any Class of Principal Balance Certificates will be allocated pro rata among the outstanding Certificates of such Class. The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust. All distributions under the Pooling and Servicing Agreement to a nominee of The Depository Trust Company (“DTC”) will be made by or on behalf of the Certificate Administrator by check mailed to such ▇▇▇▇▇▇’s address as it appears on the Certificate Register of the Certificate Registrar or, upon written request to the Certificate Administrator on or prior to the related Record Date (or upon standing instructions given to the Certificate Administrator on the Closing Date prior to any Record Date, which instructions may be revoked at any time thereafter upon written notice to the Certificate Administrator five (5) days prior to the related Record Date) made by a Certificateholder by wire transfer in immediately available funds to an account specified in the request of such Certificateholder. Notwithstanding the above, the final distribution on any Certificate will be made only upon presentation and surrender of such Certificate at the location that will be specified in a notice of the pendency of such final distribution. The Pooling and Servicing Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Certificateholders under the Pooling and Servicing Agreement at any time by the parties thereto with the consent of the Holders of not less than 51% of the aggregate Voting Rights of the Certificates then outstandingNA, as specified in the Pooling and Servicing Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon the Certificate. The Pooling and Servicing Agreement also permits the amendment thereof, in certain circumstances, without the consent of the Holders of any of the Certificates. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the Corporate Trust Office of the Certificate Registrar, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreement, the Certificates are issuable in fully registered form only, without coupons, in minimum denominations specified in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates. Notwithstanding the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book entry facilities of DTC. The Depositor, the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating Agent and any of their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating Agent or any such agents shall be affected by notice to the contrary. The obligations and responsibilities of the Trustee and the Certificate Administrator created hereby (other than the obligation of the Certificate Administrator, to make payments to the Class R Certificateholders, as set forth in Section 11.3 of the Pooling and Servicing Agreement and other than the obligations in the nature of information or tax reporting) shall terminate on the earliest of (i) the later of (A) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust (and final distribution to the Certificateholders) and (B) the disposition of all REO Property (and final distribution to the Certificateholders), (ii) the sale of the property held by the Trust in accordance with Section 11.1(b) of the Pooling and Servicing Agreement, (iii) the termination of the Trust pursuant to Section 11.1(c) of the Pooling and Servicing Agreement or (iv) voluntary exchange by the Sole Certificateholder of all the outstanding Certificates (other than the Class R Certificates) for the remaining Mortgage Loans and REO Properties in the Trust Fund pursuant to the terms of Section 11.1(d) of the Pooling and Servicing Agreement; provided that in no event shall the Trust continue beyond the expiration of 21 years from the death of the last survivor of the descendants of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the late Ambassador of the United States to the Court of St. ▇▇▇▇▇, living on the date hereof. The parties designated in the Pooling and Servicing Agreement may exercise their option to purchase the Mortgage Loans and any other property remaining in the Trust and cause the termination of the Trust in accordance with the requirements set forth in the Pooling and Servicing Agreement. Upon termination of the Trust and payment of the Certificates and of all administrative expenses associated with the Trust, any remaining assets of the Trust shall be distributed to the holders of the Class R Certificates. The Certificate Registrar has executed this Certificate under the Pooling and Servicing AgreementRights Agent.

Appears in 1 contract

Sources: Rights Agreement (Integra Bank Corp)

Certificate. ~~evidencing~~ Evidencing an Undivided Interest in a ~~beneficial ownership~~ trust, the corpus of which consists of a portfolio of MasterCard(R) and VISA(R)* credit card receivables generated or acquired by Chase Manhattan Bank USA, National Association ("Chase USA") and other assets and interests constituting the Trust under the Pooling and Servicing Agreement described below. (Not an interest in ~~a New York common law trust~~ or obligation of Chase USA or any Affiliate thereof.) This certifies that CHASE CREDIT CARD OWNER TRUST 2002-1 (the ~~“Trust”), consisting primarily of a pool of commercial and multifamily mortgage loans (the “Mortgage Loans”~~"Certificateholder") ~~and certain other property, formed and sold by THIS CERTIFIES THAT CEDE & CO.~~ is the registered owner of ~~this commercial mortgage pass-through certificate~~ an Undivided Interest in a trust (~~this “Certificate”~~the "Trust"), the corpus of which ~~has been issued~~ consists of a portfolio of receivables (the "Receivables") now existing or hereafter created and arising in connection with selected MasterCard and VISA credit card accounts (the "Accounts") of Chase USA, all monies due or to become due in payment of the Receivables (including all Finance Charge Receivables), the right to certain amounts received as Interchange and Recoveries (if any), all proceeds of the foregoing and the other assets and interests constituting the Trust pursuant to the Third Amended and Restated Pooling and Servicing Agreement dated as of November 15, 1999 as amended by the First Amendment thereto dated as of March 31, 2001, and the Second Amendment thereto dated as of March 1, 2002 as supplemented by the Series 2002-1 Supplement dated as of March 13, 2002 (collectively, the "Pooling and Servicing Agreement"), ~~dated~~ by and among Chase USA, as ~~specified above~~ Transferor on and after June 1, 1996, JPMorgan Chase Bank, as Transferor prior to June 1, 1996 and as Servicer, and The Bank of New York, as Trustee (the ~~“Pooling and Servicing Agreement”~~"Trustee"), between Banc of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Commercial Mortgage Inc. (hereinafter called the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement), the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar and the Authenticating Agent, a summary of certain of the pertinent provisions of which is set forth hereafter. The Trust consists primarily of the Mortgage Loans, such amounts as shall from time to time be held in the Collection Account and Distribution Account, the Insurance Policies and any REO Properties. To the extent not defined herein, ~~the~~ capitalized terms used herein have the respective meanings assigned to them in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C8, Commercial Mortgage Pass-Through Certificates, Series 2013-C8 (herein called the “Certificates”). The Certificates are issued in the Classes specified in the Pooling and Servicing Agreement and will evidence in the aggregate 100% of the beneficial ownership of the Trust. This Certificate represents an interest in the Class A-3 Certificates equal to the quotient expressed as a percentage obtained by dividing the initial Certificate Balance of this Certificate specified on the face hereof by the initial Aggregate Certificate Balance of the Class A-3 Certificates. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the parties thereto. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the ~~Holder of this Certificate~~ Certificateholder by virtue of the acceptance hereof assents and by which ~~such Holder~~ the Certificateholder is bound. In This Certificate is a duly authorized Investor Certificate entitled "Series 2002-1 Certificate" (the ~~case of any conflict between terms specified~~ "Certificate"), which represents an Undivided Interest in ~~this Certificate~~ the Trust, including the right to receive the Collections and ~~terms~~ other amounts allocated to the Certificates at the times and in the amounts specified in the Pooling and Servicing ~~Agreement~~Agreement and to be deposited in the Investor Accounts, the ~~terms~~ Principal Funding Account and the Accumulation Period Reserve Account or paid to the Certificateholder. -------- * MasterCard(R) and VISA(R) are federally registered servicemarks of MasterCard International Inc. and of Visa U.S.A., Inc., respectively. The aggregate interest represented by the Certificate at any time in the Principal Receivables in the Trust shall not exceed an amount equal to the Investor Interest at such time. As of the Closing Date, the Initial Investor Interest is $1,000,000,000. The Investor Interest on any date of determination will be an amount equal to (a) the Initial Investor Interest minus (b) the aggregate amount of principal payments made to the Certificateholder prior to such date, and minus (c) the excess, if any, of the aggregate amount of Investor Charge-Offs and Reallocated Principal Collections over Investor Charge-Offs and Reallocated Principal Collections reimbursed prior to such date of determination; provided, however, that the Investor Interest may not be reduced below zero. For the purpose of allocating Collections of Finance Charge Receivables and Receivables in Defaulted Accounts for each Monthly Period during the Controlled Accumulation Period, the Investor Interest will be further reduced (such reduced amount, the "Adjusted Investor Interest") by the aggregate principal amount of funds on deposit in the Principal Funding Account. In addition to the Certificate, the Transferor will retain an undivided interest in the Trust pursuant to the Pooling and Servicing Agreement. The Transferor Interest is the interest in the Principal Receivables not represented by all of the Investor Certificates issued by the Trust. The Transferor Interest may be exchanged by the Transferor pursuant to the Pooling and Servicing Agreement ~~shall govern. Distributions~~ for a newly issued Series of ~~principal of~~ Investor Certificates and ~~interest on this Certificate will be made out of~~ a reduced Transferor Interest upon the Available Distribution Amount, to the extent and subject to the limitations set forth in the Pooling and Servicing Agreement, on the 4th Business Day after the related Determination Date (a “Distribution Date”) commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered on the applicable Record Date. The Determination Date is the 11th day of each month, or, if the 11th day is not a Business Day, the next succeeding Business Day (a “Determination Date”), commencing on March 11, 2013. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the related Pass-Through Rate on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount due to this Certificate’s pro rata share of the amount to be distributed on the Class A-3 Certificates as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as conditions set forth in the Pooling and Servicing Agreement. ~~Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate~~ The Trust shall ~~not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. Collateral Support Deficits shall be allocated on the applicable Distribution Date~~ pay to the ~~respective Classes~~ Series 2002-1 Certificateholder an amount equal to the sum of ~~Principal Balance Certificates in~~ the ~~manner set forth in~~ Class A Note Interest Requirement, the ~~Pooling~~ Class B Note Interest Requirement and ~~Servicing Agreement. All Collateral Support Deficits allocated~~ the Net Class C Note Interest Requirement, with respect to any Class of Principal Balance Certificates will be allocated pro rata among the outstanding Certificates of such Class. The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loanseach Interest Period, ~~all~~ as more specifically set forth in the Pooling and Servicing Agreement (collectively, the "Note Interest Amount"), and will be distributed on the Business Day preceding May 15, 2002 and the 15th day of each calendar month thereafter, or if such day is not a Business Day, on the next succeeding Business Day (a "Distribution Date"), to the Certificateholder of record as of the last Business Day of the calendar month preceding such Distribution Date (the "Record Date"). During the Rapid Amortization Period, in addition to the Note Interest Amount, principal will be distributed to the Certificateholder on each Distribution Date to the extent of Available Investor Principal Collections until the Certificate has been paid in full. During the Controlled Accumulation Period, in addition to monthly payments of the Note Interest Amounts, the amount on deposit in the Principal Funding Account will be distributed as principal to the Certificateholder on the Business Day preceding the February 2007 Distribution Date (the "Scheduled Principal Allocation Commencement Date"), unless distributed earlier as a result of the occurrence of a Pay Out Event in accordance with the Pooling and Servicing Agreement. As On or before each Transfer Date, the Servicer shall instruct the Trustee in writing to withdraw and the Trustee, acting in accordance with such instructions, shall withdraw on such Transfer Date, from the Finance Charge Account to the extent of funds on deposit therein (i) Collections of Finance Charge Receivables processed as of the end of the preceding Monthly Period which have been allocated to the Series 2002-1 Certificate, (ii) from other amounts constituting Available Investor Finance Charge Collections, the sum of (A) the Class A Note Interest Requirement, (B) the Class B Note Interest Requirement, and (C) the Net Class C Note Interest Requirement. On each Transfer Date, the Trustee or the Paying Agent shall apply the Available Investor Finance Charge Collections withdrawn from the Finance Charge Account, as required by the Pooling and Servicing Agreement, in the following order of priority: (i) an amount equal to the Class A Note Interest Requirement for the related Payment Date, (ii) an amount equal to the Class B Note Interest Requirement for the related Payment Date, (iii) the amount of any Net Investor Servicing Fee for such Transfer Date plus the amount of any Net Investor Servicing Fee due but not paid on any prior Transfer Date, (iv) an amount equal to the Net Class C Note Interest Requirement for the related Payment Date, (v) an amount equal to the Investor Default Amount, if any, for the preceding Monthly Period, (vi) an amount equal to the sum of the Investor Charge-Offs and the amount of Reallocated Principal Collections which have not been previously reimbursed, (vii) in accordance with the terms of the Pooling and Servicing Agreement, an amount equal to the excess of the Required Accumulation Period Reserve Account Amount over the Available Accumulation Period Reserve Account Amount and (viii) the excess, if any, of the Required Owner Trust Spread Account Amount over the amount then on deposit in the Owner Trust Spread Account. On or before the Transfer Date immediately succeeding the Monthly Period in which the Controlled Accumulation Period or the Rapid Amortization Period commences and on or before each Transfer Date thereafter, the Servicer shall instruct the Trustee in writing to withdraw, and the Trustee, acting in accordance with such instructions, shall withdraw on such Transfer Date from the Principal Account an amount equal to the least of (a) the Available Investor Principal Collections on deposit in the Principal Account, (b) the applicable Controlled Deposit Amount and (c) the Adjusted Investor Interest prior to any deposits on such date and from such amounts, and (i) during the Controlled Accumulation Period, deposit such amount into the Principal Funding Account, and (ii) during the Rapid Amortization Period, pay such amount to the Certificateholder. Distributions with respect to this Series 2002-1 Certificate will be made by the Trustee by, except as otherwise provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust. All distributions under the Pooling and Servicing Agreement to a nominee of The Depository Trust Company (“DTC”) will be made by wire transfer or ~~on behalf of the Certificate Administrator by~~ check mailed to ~~such ▇▇▇▇▇▇’s~~ the address ~~as it appears on~~ of the Series 2002-1 Certificateholder of record appearing in the Certificate Register of the Certificate Registrar or, upon written request to the Certificate Administrator on or prior to the related Record Date (or upon standing instructions given to the Certificate Administrator on the Closing Date prior to any Record Date, which instructions may be revoked at any time thereafter upon written notice to the Certificate Administrator five (5) days prior to the related Record Date) made by a Certificateholder by wire transfer in immediately available funds to an account specified in the request of such Certificateholder. Notwithstanding the above, and except for the final distribution ~~on any Certificate will be made only upon~~ in respect of this Series 2002-1 Certificate, without the presentation ~~and~~ or surrender of ~~such~~ this Series 2002-1 Certificate at or the ~~location that will be specified~~ making of any notation thereon. This Certificate represents an interest in ~~a notice of~~ only the ~~pendency of such final distribution~~Chase Credit Card Master Trust. ~~The Pooling and Servicing Agreement permits~~This Certificate does not represent an obligation of, ~~with certain exceptions therein provided~~or an interest in, the ~~amendment thereof~~ Transferor or the Servicer, and neither the ~~modification of~~ Certificate nor the ~~rights and obligations of the Certificateholders under the Pooling and Servicing Agreement at any time~~ Accounts or Receivables are insured or guaranteed by the ~~parties thereto with~~ Federal Deposit Insurance Corporation or any other governmental agency. This Series 2002- 1 Certificate is limited in right of payment to certain collections respecting the ~~consent of the Holders of not less than 51% of the aggregate Voting Rights of the Certificates then outstanding~~Receivables, all as ~~specified~~ more specifically set forth hereinabove and in the Pooling and Servicing Agreement. ~~Any such consent by the Holder~~ The Transfer of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon the Certificate. The Pooling and Servicing Agreement also permits the amendment thereof, in certain circumstances, without the consent of the Holders of any of the Certificates. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable registered in the Certificate Register upon surrender of this ~~Certificate for registration of transfer at~~ agency maintained by the ~~Corporate Trust Office of the Certificate Registrar, duly endorsed by, or~~ Transfer Agent and Registrar accompanied by ~~an assignment in the form below or other~~ a written instrument of transfer in a form satisfactory to the ~~Certificate~~ Trustee and the Transfer Agent and Registrar duly executed by the ~~Holder hereof~~ Certificateholder or such ~~Holder’s attorney~~ Certificateholder's attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of authorized denominations and for the same ~~Class in authorized denominations~~ aggregate Undivided Interests will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreement, the Certificates are issuable in fully registered form only, without coupons, in minimum denominations specified in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates. Notwithstanding the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book entry facilities of DTC. The ~~Depositor, the Master~~ Servicer, the ~~Special Servicer,~~ Trustee and the ~~Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate~~ Transfer Agent and Registrar, ~~the Authenticating Agent~~ and any agent of ~~their agents~~ any of them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and ~~none of~~ neither the ~~Depositor, the Master~~ Servicer~~, the Special Servicer, the Trust Advisor~~, the Trustee, the ~~Custodian~~Paying Agent, the ~~Certificate Administrator, the Certificate~~ Transfer Agent and Registrar, ~~the Authenticating Agent~~ nor any agent of any of them or of any such ~~agents~~ agent shall be affected by notice to the contrary. The obligations and responsibilities of the Trustee and the Certificate Administrator created hereby (other than the obligation of the Certificate Administrator, to make payments to the Class R Certificateholders, as set forth contrary except in ~~Section 11.3 of the Pooling and Servicing Agreement and other than the obligations~~ certain circumstances described in the nature of information or tax reporting) shall terminate on the earliest of (i) the later of (A) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust (and final distribution to the Certificateholders) and (B) the disposition of all REO Property (and final distribution to the Certificateholders), (ii) the sale of the property held by the Trust in accordance with Section 11.1(b) of the Pooling and Servicing Agreement~~, (iii)~~ . The Pooling and Servicing Agreement provides that the right of the Series 2002-1 Certificateholder to receive payment from the Trust will terminate on the first Business Day following the Series 2002-1 Termination Date. Upon the termination of the Trust pursuant to Section 11.1(c) of the Pooling and Servicing Agreement or (iv) voluntary exchange by the Sole Certificateholder of all the outstanding Certificates (other than the Class R Certificates) for the remaining Mortgage Loans and REO Properties in the Trust Fund pursuant to the terms of Section 11.1(d) 12.1 of the Pooling and Servicing Agreement~~; provided that in no event~~ , the Trustee shall assign and convey to the ~~Trust continue beyond the expiration of 21 years from the death~~ Holder of the ~~last survivor of the descendants of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇~~Transferor Certificate (without recourse, ~~the late Ambassador of the United States to the Court of St. ▇▇▇▇▇~~representation or warranty) all right, ~~living on the date hereof. The parties designated in the Pooling~~ title and ~~Servicing Agreement may exercise their option to purchase the Mortgage Loans and any other property remaining in the Trust and cause the termination~~ interest of the Trust in ~~accordance with~~ the ~~requirements set forth~~ Receivables, whether then existing or thereafter created, and all proceeds of such Receivables and Insurance Proceeds relating to such Receivables. The Trustee or the Paying Agent shall execute and deliver such instruments of transfer and assignment, in each case without recourse, as shall be prepared by the Servicer reasonably requested by the Holder of the Transferor Certificate to vest in such Holder all right, title and interest which the Trustee had in the ~~Pooling and Servicing Agreement~~Receivables. ~~Upon termination~~ This Series 2002-1 Certificate is a security governed by Article 8 of the ~~Trust and payment~~ Delaware Uniform Commercial Code, as amended from time to time. The foregoing declaration shall not be amended, modified, revoked or otherwise changed during the effectiveness of the ~~Certificates and of all administrative expenses associated with~~ Series Supplement without the ~~Trust, any remaining assets~~ prior written consent of the ~~Trust shall be distributed to~~ Indenture Trustee. Unless the ~~holders~~ certificate of authentication hereon has been executed by or on behalf of the ~~Class R Certificates. The Certificate Registrar has executed~~ Trustee, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement, or be valid for any purpose.

Appears in 1 contract

Sources: Series Supplement (Chase Credit Card Master Trust)

Certificate. ~~evidencing a~~ Evidencing the 100% beneficial ~~ownership~~ interest in ~~a New York common law trust~~ all of the assets of the Issuer (~~the “Trust”~~as defined below), ~~consisting~~ which consist primarily of ~~a pool~~ motor vehicle retail installment sales contracts that are secured by new and used automobiles and light-duty trucks. (This Certificate does not represent an interest in or obligation of ~~commercial and multifamily mortgage loans (~~Santander Drive Auto Receivables LLC, Santander Consumer USA Inc. or any of their respective Affiliates, except to the extent described below.) THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR ANY OTHER APPLICABLE SECURITIES OR “~~Mortgage Loans”) and certain other property~~BLUE SKY” LAWS OF ANY STATE OR OTHER JURISDICTION, ~~formed and sold by~~ AND MAY NOT BE RESOLD, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR ANY OTHER APPLICABLE SECURITIES OR “BLUE SKY” LAWS, PURSUANT TO AN EXEMPTION THEREFROM OR IN A TRANSACTION NOT SUBJECT THERETO. THIS CERTIFIES THAT ~~CEDE & CO.~~ is the registered owner of ~~this commercial mortgage pass~~a 100% nonassessable, fully-~~through certificate (this “Certificate”)~~paid, ~~which has been issued pursuant to~~ beneficial interest in the ~~Pooling and Servicing Agreement~~Trust Estate of SANTANDER DRIVE AUTO RECEIVABLES TRUST 2007-3, ~~dated as specified above~~ a Delaware statutory trust (the “~~Pooling~~ Issuer”) formed by SANTANDER DRIVE AUTO RECEIVABLES LLC, a Delaware limited liability company, as depositor (the “Seller”). The Issuer was created pursuant to a Trust Agreement dated as of September 26, 2007 (as amended and ~~Servicing~~ restated as of October 18, 2007, the “Trust Agreement”), between ~~Banc of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Commercial Mortgage Inc.~~ the Seller and U.S. Bank Trust National Association, as owner trustee (~~hereinafter called~~ the “~~Depositor~~Owner Trustee”~~, which term includes any successor entity under the Pooling and Servicing Agreement~~)~~, the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar and the Authenticating Agent~~, a summary of certain of the pertinent provisions of which is set forth hereafter. The Trust consists primarily of the Mortgage Loans, such amounts as shall from time to time be held in the Collection Account and Distribution Account, the Insurance Policies and any REO Propertiesbelow. To the extent not otherwise defined herein, the capitalized terms used herein have the ~~respective~~ meanings assigned to them in the ~~Pooling~~ Sale and Servicing Agreement~~. This Certificate is one~~ , dated as of ~~a duly authorized issue of Certificates designated as~~ October 18, 2007, between the ▇▇Seller, the Issuer, W▇▇▇▇ ~~▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C8~~Fargo Bank, ~~Commercial Mortgage Pass-Through Certificates~~National Association, Series 2013-C8 (herein called the “Certificates”). The Certificates are issued in the Classes specified in the Pooling and Servicing Agreement and will evidence in the aggregate 100% of the beneficial ownership of the Trust. This Certificate represents an interest in the Class A-3 Certificates equal to the quotient expressed as a percentage obtained by dividing the initial Certificate Balance of this Certificate specified on the face hereof by the initial Aggregate Certificate Balance of the Class A-3 Certificates. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights, benefits, obligations, proceedsIndenture Trustee, and ~~duties evidenced hereby and~~ Santander Consumer USA Inc., as Servicer, as the ~~rights, duties and obligations of the parties thereto~~same may be amended or supplemented from time to time. This Certificate is issued under and is subject to the terms, ~~provisions~~ provisions, conditions and ~~conditions of~~ restrictions on transfer set forth in the ~~Pooling and Servicing~~ Trust Agreement, to which ~~Pooling and Servicing Agreement, as amended from time to time,~~ Trust Agreement the ~~Holder~~ holder of this Certificate by virtue of the acceptance hereof assents and by which such ~~Holder~~ holder is bound. ~~In the case of any conflict between terms specified in this Certificate~~ The provisions and ~~terms specified in the Pooling and Servicing Agreement, the terms~~ conditions of the ~~Pooling and Servicing~~ Trust Agreement ~~shall govern. Distributions of principal of and interest on this Certificate will be made out of the Available Distribution Amount, to the extent and subject to the limitations~~ are hereby incorporated by reference as though set forth in the Pooling and Servicing Agreement, on the 4th Business Day after the related Determination Date (a “Distribution Date”) commencing on the First Distribution Date specified above, to the Person in whose name their entirety herein. The holder of this Certificate ~~is registered on the applicable Record Date. The Determination Date is the 11th day~~ acknowledges and agrees that its rights to receive distributions in respect of ~~each month, or, if the 11th day is not a Business Day, the next succeeding Business Day (a “Determination Date”), commencing on March 11, 2013. All sums distributable on~~ this Certificate are ~~payable~~ subordinated to the rights of the Noteholders and the Insurer as described in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the related Pass-Through Rate on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount due to this Certificate’s pro rata share of the amount to be distributed on the Class A-3 Certificates as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. Collateral Support Deficits shall be allocated on the applicable Distribution Date to the respective Classes of Principal Balance Certificates in the manner set forth in the Pooling and Servicing Agreement. All Collateral Support Deficits allocated to any Class of Principal Balance Certificates will be allocated pro rata among the outstanding Certificates of such Class. The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust. All distributions under the Pooling and Servicing Agreement to a nominee of The Depository Trust Company (“DTC”) will be made by or on behalf of the Certificate Administrator by check mailed to such ▇▇▇▇▇▇’s address as it appears on the Certificate Register of the Certificate Registrar or, upon written request to the Certificate Administrator on or prior to the related Record Date (or upon standing instructions given to the Certificate Administrator on the Closing Date prior to any Record Date, which instructions may be revoked at any time thereafter upon written notice to the Certificate Administrator five (5) days prior to the related Record Date) made by a Certificateholder by wire transfer in immediately available funds to an account specified in the request of such Certificateholder. Notwithstanding the aboveIndenture, the final distribution on any Certificate will be made only upon presentation and surrender of such Certificate at the location that will be specified in a notice of the pendency of such final distribution. The Pooling and Servicing Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Certificateholders under the Pooling and Servicing Agreement at any time by the parties thereto with the consent of the Holders of not less than 51% of the aggregate Voting Rights of the Certificates then outstanding, as specified in the Pooling and Servicing Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon the Certificate. The Pooling and Servicing Agreement also permits the amendment thereof, in certain circumstances, without the consent of the Holders of any of the Certificates. As provided in the Pooling Sale and Servicing Agreement and the Trust Agreement, as applicable. THIS CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. By accepting this Certificate, the Certificateholder hereby covenants and agrees that prior to the date which is one year and one day after payment in full of all obligations of each Bankruptcy Remote Party in respect of all securities issued by the Bankruptcy Remote Parties (i) such Person shall not authorize such Bankruptcy Remote Party to commence a voluntary winding-up or other voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to such Bankruptcy Remote Party or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect in any jurisdiction or seeking the appointment of an administrator, a trustee, receiver, liquidator, custodian or other similar official with respect to such Bankruptcy Remote Party or any substantial part of its property or to consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against such Bankruptcy Remote Party, or to make a general assignment for the benefit of any party hereto or any other creditor of such Bankruptcy Remote Party, and (ii) such Person shall not commence or join with any other Person in commencing any proceeding against such Bankruptcy Remote Party under any bankruptcy, reorganization, liquidation or insolvency law or statute now or hereafter in effect in any jurisdiction. This Certificate may not be acquired by or for the account of or with the assets of (a) an employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to ~~certain limitations therein set forth~~the provisions of Title I of ERISA, (b) a plan described in Section 4975(e)(1) of the Code or (c) any entity whose underlying assets include plan assets by reason of an employee benefit plan’s or other plan’s investment in the entity (each, a “Benefit Plan”). By accepting and holding this Certificate, the ~~transfer~~ holder hereof shall be deemed to have represented and warranted that it is not a Benefit Plan and is not purchasing on behalf of or with the assets of a Benefit Plan. By its acquisition and holding of this Certificate (or any interest herein), each Certificateholder that is ~~registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the Corporate Trust Office~~ a governmental plan, church plan or foreign plan shall be deemed to represent and warrant that its acquisition, holding and disposition of the Certificate ~~Registrar, duly endorsed by~~(or interest therein) will not result in a nonexempt prohibited transaction under, or ~~accompanied by an assignment in~~ a violation of, any applicable law that is substantially similar to ERISA or Section 4975 of the ~~form below or other written instrument~~ Code It is the intention of ~~transfer in form satisfactory~~ the parties to the ~~Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney duly authorized in writing~~Trust Agreement that, solely for income and thereupon one or more new Certificates of the same Class in authorized denominations will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreementfranchise tax purposes, the Certificates are issuable in fully registered form only, without coupons, in minimum denominations specified in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates. Notwithstanding the foregoing, for (i) so long as ~~this Certificate~~ there is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book entry facilities of DTC. The Depositora single Certificateholder, the ~~Master Servicer~~Issuer will be disregarded as an entity separate from such Certificateholder, and if there is more than one Certificateholder, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating Agent and any of their agents may treat the Person in whose name this Certificate is registered Issuer will be treated as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating Agent or any such agents shall be affected by notice to the contrary. The obligations and responsibilities of the Trustee and the Certificate Administrator created hereby (other than the obligation of the Certificate Administrator, to make payments to the Class R Certificateholders, as set forth in Section 11.3 of the Pooling and Servicing Agreement and other than the obligations in the nature of information or tax reporting) shall terminate on the earliest of (i) the later of (A) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust (and final distribution to the Certificateholders) and (B) the disposition of all REO Property (and final distribution to the Certificateholders), a partnership; (ii) the ~~sale of the property held by the Trust in accordance with Section 11.1(b) of the Pooling~~ Seller will be disregarded as an entity separate from Santander Consumer USA Inc.; and ~~Servicing Agreement,~~ (iii) the ~~termination~~ Notes will be characterized as debt. By accepting this Certificate, the Certificateholder agrees to take no action inconsistent with the foregoing intended tax treatment. By accepting this Certificate, the Certificateholder acknowledges that this Certificate represents a beneficial interest in the Issuer only and does not represent interests in or obligations of the Seller, the Servicer, the Administrator, the Owner Trustee, the Indenture Trustee or any of their respective Affiliates and no recourse may be had against such parties or their assets, except as expressly set forth or contemplated in this Certificate, the Trust ~~pursuant to Section 11.1(c) of the Pooling and Servicing~~ Agreement or (iv) voluntary exchange by the Sole Certificateholder of all the outstanding Certificates (other than the Class R Certificates) for the remaining Mortgage Loans and REO Properties in the Trust Fund pursuant to the terms of Section 11.1(d) of the Pooling and Servicing Agreement; provided that in no event shall the Trust continue beyond the expiration of 21 years from the death of the last survivor of the descendants of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the late Ambassador of the United States to the Court of St. ▇▇▇▇▇, living on the date hereof. The parties designated in the Pooling and Servicing Agreement may exercise their option to purchase the Mortgage Loans and any other property remaining in the Trust and cause the termination of the Trust in accordance with the requirements set forth in the Pooling and Servicing Agreement. Upon termination of the Trust and payment of the Certificates and of all administrative expenses associated with the Trust, any remaining assets of the Trust shall be distributed to the holders of the Class R Certificates. The Certificate Registrar has executed this Certificate under the Pooling and Servicing AgreementTransaction Document.

Appears in 1 contract

Sources: Trust Agreement (Santander Drive Auto Receivables Trust 2007-3)

Certificate. ~~evidencing~~ The undersigned hereby certifies that (1) the Rights evidenced by this Right Certificate are not being sold, assigned or transferred by or on behalf of a ~~beneficial ownership interest~~ Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement), (2) this Right Certificate is not being sold, assigned or transferred to or on behalf of any such Acquiring Person, Affiliate or Associate and (3) after inquiry and to the best knowledge of the undersigned, the undersigned did not acquire the Rights evidenced by this Right Certificate from any Person who is or was an Acquiring Person or an Affiliate or Associate thereof (as such terms are defined in the Rights Agreement). Dated: , On September 21, 2016, the Board of Directors of Cambium Learning Group, Inc., a Delaware corporation, declared a dividend of one right for each outstanding share of common stock, par value $0.001 per share, of the Company. The dividend is payable on October 7, 2016, to our stockholders of record on that date. The description and terms of the rights are set forth in a New York common law trust (the “Trust”), consisting primarily of a pool of commercial and multifamily mortgage loans (the “Mortgage Loans”) and certain other property, formed and sold by THIS CERTIFIES THAT CEDE & CO. is the registered owner of this commercial mortgage pass-through certificate (this “Certificate”), which has been issued pursuant to the Pooling and Servicing Tax Asset Protection Rights Agreement, dated as ~~specified above~~ of September 21, 2016, as it may be amended from time to time (the “~~Pooling and Servicing~~ Rights Agreement”), between ~~Banc of America ▇▇~~Cambium Learning Group, Inc. and ▇▇▇▇▇ ~~▇▇▇▇▇ Commercial Mortgage Inc.~~ Fargo Bank, National Association, a national banking association, as rights agent. Our Board adopted the Rights Agreement in an effort to protect shareholder value by, among other things, attempting to protect against a possible limitation on our ability to use its net operating loss carryforwards and other tax benefits to reduce potential future United States Federal income tax obligations. We have experienced substantial operating losses, and under the Internal Revenue Code of 1986, as amended (~~hereinafter called~~ the “~~Depositor~~Code”~~, which term includes any successor entity under the Pooling and Servicing Agreement~~), ~~the Master Servicer~~and rules promulgated thereunder, ~~the Special Servicer~~we may “carry forward” these tax attributes in certain circumstances to offset any current and future earnings and thus reduce our federal income tax liability, ~~the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar~~ subject to certain requirements and the Authenticating Agent, a summary of certain of the pertinent provisions of which is set forth hereafter. The Trust consists primarily of the Mortgage Loans, such amounts as shall from time to time be held in the Collection Account and Distribution Account, the Insurance Policies and any REO Propertiesrestrictions. To the extent that our tax attributes do not otherwise become limited, we believe that we will be able to carry forward a significant amount of losses and credits, and therefore these tax attributes could be a substantial asset to us. However, if we experience an “ownership change,” as defined ~~herein~~in Section 382 of the Code, our ability to use these tax attributes will be substantially limited, and the timing and usage of the tax attributes could be substantially delayed, which could therefore significantly impair the value of these assets. In general terms, the ~~capitalized terms used herein have the respective meanings assigned in the Pooling and Servicing Agreement. This Certificate is one of~~ rights plan imposes a duly authorized issue of Certificates designated as the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C8, Commercial Mortgage Pass-Through Certificates, Series 2013-C8 (herein called the “Certificates”). The Certificates are issued in the Classes specified in the Pooling and Servicing Agreement and will evidence in the aggregate 100% of the significant penalty upon any person or group that acquires beneficial ownership of 4.99% or more of our outstanding common stock without the ~~Trust~~prior approval of our Board. A person or group that acquires a percentage of our common stock in excess of that threshold is called an “acquiring person.” Any rights held by an acquiring person are null and void and may not be exercised. The term “beneficial ownership” is defined in the Rights Agreement and generally means direct, indirect or constructive ownership as determined under Section 382 of the Internal Revenue Code. This ~~Certificate represents an interest in the Class A-3 Certificates equal to the quotient expressed as~~ summary of rights provides a ~~percentage obtained by dividing the initial Certificate Balance of this Certificate specified on the face hereof by the initial Aggregate Certificate Balance~~ general description of the ~~Class A-3 Certificates. This Certificate~~ Rights Agreement and does not purport to ~~summarize~~ be complete. Because it is only a summary, this description should be read together with the ~~Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests~~entire Rights Agreement, ~~rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations~~ which we incorporate in this summary by reference. We will file a copy of the ~~parties thereto. This Certificate is issued under~~ Rights Agreement with the Securities and ~~is subject~~ Exchange Commission as an exhibit to ~~the terms~~our registration statement on Form 8-A. Upon written request, ~~provisions and conditions~~ we will provide a copy of the ~~Pooling~~ Rights Agreement free of charge to any stockholder. The Rights. Our Board authorized the issuance of one right per each outstanding share of our common stock outstanding at October 7, 2016. Each right, if and ~~Servicing Agreement~~when it becomes exercisable, will entitle the registered holder to ~~which Pooling~~ purchase from us one one-thousandth (1/1,000th) of a share of our Series A Participating Cumulative Preferred Stock at a price of $23.00. Each fractional share of preferred stock would give the stockholder approximately the same dividend, voting and ~~Servicing Agreement~~liquidation rights as does one share of our common stock. Prior to exercise, however, a right does not give its holder any rights as ~~amended from time to time, the Holder of this Certificate by virtue~~ a stockholder of the ~~acceptance hereof assents and by which such Holder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement~~Company, the terms of the Pooling and Servicing Agreement shall govern. Distributions of principal of and interest on this Certificate will be made out of the Available Distribution Amount, to the extent and subject to the limitations set forth in the Pooling and Servicing Agreement, on the 4th Business Day after the related Determination Date (a “Distribution Date”) commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered on the applicable Record Date. The Determination Date is the 11th day of each month, or, if the 11th day is not a Business Day, the next succeeding Business Day (a “Determination Date”), commencing on March 11, 2013. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the related Pass-Through Rate on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount due to this Certificate’s pro rata share of the amount to be distributed on the Class A-3 Certificates as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. Collateral Support Deficits shall be allocated on the applicable Distribution Date to the respective Classes of Principal Balance Certificates in the manner set forth in the Pooling and Servicing Agreement. All Collateral Support Deficits allocated to any Class of Principal Balance Certificates will be allocated pro rata among the outstanding Certificates of such Class. The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust. All distributions under the Pooling and Servicing Agreement to a nominee of The Depository Trust Company (“DTC”) will be made by or on behalf of the Certificate Administrator by check mailed to such ▇▇▇▇▇▇’s address as it appears on the Certificate Register of the Certificate Registrar or, upon written request to the Certificate Administrator on or prior to the related Record Date (or upon standing instructions given to the Certificate Administrator on the Closing Date prior to any Record Date, which instructions may be revoked at any time thereafter upon written notice to the Certificate Administrator five (5) days prior to the related Record Date) made by a Certificateholder by wire transfer in immediately available funds to an account specified in the request of such Certificateholder. Notwithstanding the above, the final distribution on any Certificate will be made only upon presentation and surrender of such Certificate at the location that will be specified in a notice of the pendency of such final distribution. The Pooling and Servicing Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Certificateholders under the Pooling and Servicing Agreement at any time by the parties thereto with the consent of the Holders of not less than 51% of the aggregate Voting Rights of the Certificates then outstanding, as specified in the Pooling and Servicing Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon the Certificate. The Pooling and Servicing Agreement also permits the amendment thereof, in certain circumstancesincluding, without the consent of the Holders of any of the Certificates. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the Corporate Trust Office of the Certificate Registrar, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreement, the Certificates are issuable in fully registered form only, without coupons, in minimum denominations specified in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates. Notwithstanding the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book entry facilities of DTC. The Depositor, the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating Agent and any of their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating Agent or any such agents shall be affected by notice to the contrary. The obligations and responsibilities of the Trustee and the Certificate Administrator created hereby (other than the obligation of the Certificate Administrator, to make payments to the Class R Certificateholders, as set forth in Section 11.3 of the Pooling and Servicing Agreement and other than the obligations in the nature of information or tax reporting) shall terminate on the earliest of (i) the later of (A) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust (and final distribution to the Certificateholders) and (B) the disposition of all REO Property (and final distribution to the Certificateholders), (ii) the sale of the property held by the Trust in accordance with Section 11.1(b) of the Pooling and Servicing Agreement, (iii) the termination of the Trust pursuant to Section 11.1(c) of the Pooling and Servicing Agreement or (iv) voluntary exchange by the Sole Certificateholder of all the outstanding Certificates (other than the Class R Certificates) for the remaining Mortgage Loans and REO Properties in the Trust Fund pursuant to the terms of Section 11.1(d) of the Pooling and Servicing Agreement; provided that in no event shall the Trust continue beyond the expiration of 21 years from the death of the last survivor of the descendants of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the late Ambassador of the United States to the Court of St. ▇▇▇▇▇, living on the date hereof. The parties designated in the Pooling and Servicing Agreement may exercise their option to purchase the Mortgage Loans and any other property remaining in the Trust and cause the termination of the Trust in accordance with the requirements set forth in the Pooling and Servicing Agreement. Upon termination of the Trust and payment of the Certificates and of all administrative expenses associated with the Trustlimitation, any ~~remaining assets of the Trust shall be distributed to the holders of the Class R Certificates. The Certificate Registrar has executed this Certificate under the Pooling and Servicing Agreement~~voting or dividend rights.

Appears in 1 contract

Sources: Tax Asset Protection Rights Agreement (Cambium Learning Group, Inc.)

Certificate. evidencing a beneficial ownership interest in a ~~New York common law trust (the “Trust”)~~Trust Fund, consisting primarily of a pool of ~~commercial~~ commercial, multifamily and ~~multifamily~~ mobile home community fixed rate, fully amortizing and balloon mortgage loans (the “"Mortgage Loans”) "), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and ~~certain~~ revenues received in respect thereof, the mortgagee's rights under the Insurance Policies, any Assignment of Leases, and any guaranties, escrow accounts or other ~~property~~collateral as security for the Mortgage Loans, and such amounts as shall from time to time be held in the Certificate Account, the Distribution Accounts, and the REO Accounts, formed and sold by CHASE COMMERCIAL MORTGAGE SECURITIES CORP. THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CHASE COMMERCIAL MORTGAGE SECURITIES CORP., THE SERVICER, THE SPECIAL SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES. THIS CERTIFIES THAT ~~CEDE & CO.~~ __________________ is the registered owner of the interest evidenced by this ~~commercial mortgage pass-through certificate (this “Certificate”), which has been~~ Certificate in the Class X Certificates issued by the Trust Fund created pursuant to the Pooling and Servicing Agreement, dated as ~~specified above~~ of May 1, 1998 (the “"Pooling and Servicing Agreement”"), ~~between Banc of America ▇▇▇▇▇▇▇ ▇▇▇▇▇~~ among Chase Commercial Mortgage ~~Inc.~~ Securities Corp. (hereinafter called the “"Depositor”", which term includes any successor entity under the Pooling and Servicing Agreement), the ~~Master Servicer~~Trustee, the Special ~~Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar~~ Servicer and the ~~Authenticating Agent, a~~ Servicer. A summary of certain of the pertinent provisions of ~~which~~ the Pooling and Servicing Agreement is set forth hereafter~~. The Trust consists primarily of the Mortgage Loans, such amounts as shall from time to time be held in the Collection Account and Distribution Account, the Insurance Policies and any REO Properties~~. To the extent not defined herein, the capitalized terms used herein shall have the ~~respective~~ meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as Certificates of the ~~▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank~~ series specified on the face hereof (herein called the "Certificates") and representing an interest in the Class of ~~America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C8~~Certificates specified on the face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial Notional Amount of the Class X Certificates. The Certificates are designated as the Chase Commercial Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates, Series ~~2013~~1998-~~C8 (herein called the “Certificates”). The Certificates~~ 1 and are issued in ~~the Classes specified~~ fourteen classes as specifically set forth in the Pooling and Servicing ~~Agreement and~~ Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership of the Trust. This Certificate represents an interest in the Class A-3 Certificates equal to the quotient expressed as a percentage obtained by dividing the initial Certificate Balance of this Certificate specified on the face hereof by the initial Aggregate Certificate Balance of the Class A-3 CertificatesTrust Fund. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the ~~parties thereto~~Trustee. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the ~~Holder of this Certificate~~ Certificateholder by virtue of the acceptance hereof assents and by which ~~such Holder~~ the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. ~~Distributions~~ This Certificate is a "regular interest" in a "real estate mortgage investment conduit," as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of ~~principal~~ the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and ~~interest on~~ take no action inconsistent with the treatment of, this Certificate ~~will be made out~~ in accordance with the preceding sentence for purposes of ~~the Available Distribution Amount~~federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income. Pursuant to the ~~extent and subject to the limitations set forth in~~ terms of the Pooling and Servicing Agreement, on the ~~4th Business Day after the related Determination Date (a “Distribution Date”) commencing on the First Distribution Date specified above,~~ Paying Agent shall distribute to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person's pro rata share (based on the ~~applicable Record Date. The Determination Date is~~ Percentage Interest represented by this Certificate) of that portion of the ~~11th day~~ aggregate amount of ~~each month, or~~interest then distributable, if any, allocable to the ~~11th day is~~ Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate will not ~~a Business Day,~~ be entitled to distributions in respect of principal. Holders of this Certificate may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the ~~next succeeding Business Day (a “Determination Date”), commencing on March 11, 2013~~Pooling and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date in an amount equal to the sum of one-month's interest at the ~~related~~ then-applicable Pass-Through ~~Rate~~ Rates on the ~~Certificate Balance~~ notional amounts of ~~this Certificate~~ the WAC Component and the A-1 Component immediately prior to ~~each~~ such Distribution Date, as specified above. ~~Principal and interest~~ Interest allocated to this Certificate on any Distribution Date will be in an amount due to this Certificate’s 's pro rata share of the ~~amount~~ Available Distribution Amount to be distributed on the Certificates of this Class ~~A-3 Certificates~~ as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. Collateral Support Deficits shall be allocated on the applicable Distribution Date to the respective Classes of Principal Balance Certificates in the manner set forth in the Pooling and Servicing Agreement. All Collateral Support Deficits allocated to any Class of Principal Balance Certificates will be allocated pro rata among the outstanding Certificates of such Class. The Certificates are limited in right of payment to to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Certificate Account and the Distribution Account will be held in the name of the Servicer and Paying Agent, respectively, on behalf of the Holders of Certificates specified in the Pooling and Servicing Agreement and the Servicer (with respect to the Certificate Account) or the Paying Agent (with respect to the Distribution Account) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts may be invested in Permitted Investments. Interest or other income earned on funds in the Certificate Account and Distribution Account will be paid to the Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the ~~Collection~~ Certificate Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the ~~Trust~~Trust Fund. All distributions under the Pooling and Servicing Agreement to a ~~nominee~~ Class of ~~The Depository Trust Company (“DTC”) will~~ Certificates shall be made ~~by or~~ on ~~behalf~~ each Distribution Date (other than the final distribution on any Certificate) to Certificateholders of record on the ~~Certificate Administrator~~ related Record Date by check mailed to ~~such ▇▇▇▇▇▇’s~~ the address ~~as it appears on~~ set forth therefor in the Certificate Register ~~of the Certificate Registrar~~ or, ~~upon written request to~~ provided that such Certificateholder (1) has provided the ~~Certificate Administrator on or~~ Trustee and the Paying Agent with wire instructions in writing at least five Business Days prior to the related Record Date and (2) is the Holder of Certificates with an original Certificate Balance or ~~upon standing instructions given to the Certificate Administrator on the Closing Date prior to any Record Date~~Notional Amount, ~~which instructions may be revoked~~ as applicable, of at ~~any time thereafter upon written notice to the Certificate Administrator five (5) days prior to the related Record Date) made by a Certificateholder~~ least $5,000,000, by wire transfer in of immediately available funds to an the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the request of such Certificateholder. Notwithstanding the above, the final distribution on any Certificate will be made only upon presentation and surrender of such Certificate at the location that will be specified in a notice ~~of the pendency~~ to Certificateholders of such final distribution. ~~The Pooling and Servicing Agreement permits, with certain exceptions therein provided,~~ Any funds not distributed on the ~~amendment thereof and the modification~~ final Distribution Date because of the ~~rights~~ failure of Certificateholders to tender their Certificates shall be set aside and ~~obligations~~ held uninvested in trust for the benefit of the ~~Certificateholders under~~ non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any Certificates as to which notice has been given pursuant to Section 4.01(g) of the Pooling and Servicing Agreement ~~at any~~ shall not have been surrendered for cancellation within six months after the time ~~by the parties thereto with the consent of the Holders of not less than 51% of the aggregate Voting Rights of the Certificates then outstanding, as~~ specified in such notice, the Paying Agent shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation to receive the final distribution with respect thereto. If within one year after the second notice not all of such Certificates shall have been surrendered for cancellation, the Paying Agent may, directly or through an agent, take appropriate steps to contact the remaining non-tendering Certificateholders concerning surrender of their Certificates. The costs and expenses of holding such funds in trust and of contacting such Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust as a result of such Certificateholder's failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(g) of the Pooling and Servicing Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon the Certificate. The Pooling and Servicing Agreement also permits the amendment thereof, in certain circumstances, without the consent of the Holders of any of the Certificates. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is ~~registrable~~ registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the ~~Corporate Trust Office~~ office of the Certificate ~~Registrar~~Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder~~’s attorney~~ 's attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized ~~denominations~~ Denominations will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreement, the Class X Certificates ~~are issuable~~ will be issued in ~~fully registered~~ book-entry form ~~only~~through the facilities of DTC in Denominations of not less than $1,000,000 initial Notional Amount and in integral multiples of $1,000 in excess thereof, ~~without coupons, in minimum denominations specified in~~ with one Certificate of such Class evidencing an additional amount equal to the remainder of the initial Notional Amount of such Class. Subject to the terms of the Pooling and Servicing Agreement, the Offered Certificates (other than the Class X Certificates) will be issued in book-entry form through the facilities of DTC in Denominations of $25,000 initial Certificate Balance, and in integral multiples of $1,000 in excess thereof, with one Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class. ~~As provided~~ Subject to the terms of the Pooling and Servicing Agreement, the Non-Registered Certificates (other than the Residual Certificates) will be issued in book-entry form through the facilities of DTC in Denominations of $250,000 initial Certificate Balance, and in integral multiples of $1,000 in excess thereof, with one Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class. The Class R and Class LR Certificates will be issued in fully registered, certificated form, in Denominations representing Percentage Interests of not less than 20%. No fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange referred to in Section 5.02 of the Pooling and Servicing Agreement ~~and subject~~ other than for transfers to ~~certain limitations therein set forth~~Institutional Accredited Investors as provided in Section 5.02(h) thereof. In connection with any transfer to an Institutional Accredited Investor, ~~Certificates are exchangeable~~ the Transferor shall reimburse the Trust for ~~new Certificates~~ any costs (including the cost of the ~~same Class in authorized denominations as requested~~ Certificate Registrar's counsel's review of the documents and any legal opinions, submitted by the ~~Holder surrendering~~ transferor or transferee to the ~~same~~Certificate Registrar as provided in Section 5.02 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. ~~No service charge will be made for any such registration of transfer or exchange but the~~ The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any ~~tax~~ tax, expense or other governmental charge ~~that may be imposed~~ payable in connection with any such transfer or exchange of Certificates. Notwithstanding the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book entry facilities of DTCexchange. The Depositor, the ~~Master~~ Trustee, the Servicer, the Special Servicer, the ~~Trust Advisor~~Paying Agent, ~~the Trustee, the Custodian,~~ and the Certificate ~~Administrator, the Certificate Registrar, the Authenticating Agent~~ Registrar and any of their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and ~~none of~~ neither the Depositor, the ~~Master~~ Trustee, the Servicer, the Special Servicer, the ~~Trust Advisor, the Trustee, the Custodian, the~~ Certificate ~~Administrator, the Certificate Registrar, the Authenticating Agent or~~ Registrar nor any such agents shall be affected by any notice to the contrary. The obligations and responsibilities of the Trustee and the Certificate Administrator created hereby (other than the obligation of the Certificate Administrator, to make payments to the Class R Certificateholders, as set forth in Section 11.3 of the Pooling and Servicing Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer and the Trustee, without the consent of any of the Certificateholders, to cure any ambiguity, to correct or supplement any provisions herein or therein that may be inconsistent with any other provisions herein or therein or to correct any error; to maintain the rating or ratings assigned to each Class of Certificates by each Rating Agency; to modify, eliminate or add to any provisions to such extent as is necessary to maintain the qualification of either the Upper-Tier REMIC or the Lower-Tier REMIC as a REMIC to avoid or minimize the imposition of any tax, provided, however, an Opinion of Counsel is obtained to the effect that such action shall not adversely affect in any material respect the interest of any Certificateholder and such action is necessary or desirable to avoid such tax and such action will not result in the withdrawal, downgrade or qualification of the then-current rating by any Rating Agency, as evidenced by a letter from such Rating Agency to such effect; to change the timing and/or nature of deposits into the Certificate Account or Distribution Account or REO Account or to change the name in which the Certificate Account is maintained, provided, however, that the P&I Advance Date shall not be later than the ~~obligations~~ related Distribution Date, an Opinion of Counsel is obtained to the effect that such action shall not adversely affect in any material respect the interest of any Certificateholder and that such action will not result in the ~~nature of information~~ withdrawal, downgrade or ~~tax reporting) shall terminate on the earliest of (i) the later of (A) the final payment or other liquidation~~ qualification of the ~~last Mortgage Loan remaining in the Trust (and final distribution~~ then-current rating by any Rating Agency, as evidenced by a letter from such Rating Agency to such effect; to modify, eliminate or add to the ~~Certificateholders) and (B) the disposition~~ provisions of ~~all REO Property (and final distribution to the Certificateholders), (ii) the sale of the property held by the Trust in accordance with~~ Section ~~11.1(b) of the Pooling and Servicing Agreement, (iii) the termination of the Trust pursuant to Section 11.1(c~~5.02(d) of the Pooling and Servicing Agreement or ~~(iv) voluntary exchange~~ any other provision thereof restricting transfer of the Residual Certificates by virtue of their being the ~~Sole Certificateholder~~ REMIC "residual interests," provided that such change shall not result in the withdrawal, downgrade or qualification of ~~all~~ the ~~outstanding Certificates~~ then-current rating assigned to any Class of Certificates, as evidenced by a letter from each Rating Agency to such effect, and such change shall not, as evidenced by an Opinion of Counsel, cause either the Upper-Tier REMIC or the Lower-Tier REMIC or any of the Certificateholders (other than the ~~Class R Certificates~~Transferor) ~~for~~ to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization or a Non-U.S. Person; and to make any other provisions with respect to matters or questions arising under the ~~remaining Mortgage Loans~~ Pooling and ~~REO Properties in~~ Servicing Agreement which shall not be materially inconsistent with the ~~Trust Fund pursuant to the terms of Section 11.1(d)~~ provisions of the Pooling and Servicing Agreement~~; provided~~ , provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in ~~no event shall~~ any material respect the ~~Trust continue beyond the expiration~~ interest of 21 years from the death of the last survivor of the descendants of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the late Ambassador of the United States to the Court of St. ▇▇▇▇▇, living on the date hereofany Certificateholder not consenting thereto. The ~~parties designated in the~~ Pooling and Servicing Agreement may ~~exercise their option~~ also be amended from time to ~~purchase~~ time by the ~~Mortgage Loans~~ Depositor, the Servicer, the Special Servicer and ~~any other property remaining in~~ the ~~Trust and cause~~ Trustee with the ~~termination~~ consent of the ~~Trust in accordance with the requirements set forth in the Pooling and Servicing Agreement. Upon termination~~ Holders of Certificates representing not less than 66 2/3% of the ~~Trust and payment~~ aggregate Percentage Interests of each Class of Certificates affected by the ~~Certificates and~~ amendment for the purpose of ~~all administrative expenses associated with the Trust,~~ adding any ~~remaining assets of the Trust shall be distributed~~ provisions to ~~the holders of the Class R Certificates. The Certificate Registrar has executed this Certificate under the Pooling and Servicing Agreement.~~or changing in any manner or eliminatin

Appears in 1 contract

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

Certificate. evidencing a beneficial ownership interest in a ~~New York common law trust (the “Trust”)~~Trust Fund, consisting primarily of a pool of ~~commercial~~ commercial, multifamily and ~~multifamily~~ manufactured housing community fixed rate balloon and fully amortizing mortgage loans (the “"Mortgage Loans”) "), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and ~~certain~~ revenues received in respect thereof, the mortgagee's rights under the Insurance Policies, any Assignment of Leases, and any guaranties, escrow accounts or other ~~property~~collateral as security for the Mortgage Loans, and such amounts as shall from time to time be held in the Certificate Account, the Distribution Accounts, the Interest Reserve Account, the Excess Interest Distribution Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by J.P. MORGAN C▇▇▇▇ ▇▇▇▇▇▇C▇▇▇ ▇ORTGAGE SECURITIES CORP. THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN J.P. MORGAN C▇▇▇▇ ▇▇▇▇▇▇CIAL MORTGAGE SECURITIES CORP., THE SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE PAYING AGENT OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES. THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced by this ~~commercial mortgage pass-through certificate (this “Certificate”), which has been~~ Certificate in the Class NR Certificates issued by the Trust Fund created pursuant to the Pooling and Servicing Agreement, dated as ~~specified above~~ of August 1, 2003 (the “"Pooling and Servicing Agreement”"), ~~between Banc of America ▇▇▇~~among J.P. MORGAN C▇▇▇▇ ▇▇▇▇▇▇C▇▇▇ ~~Commercial Mortgage Inc.~~ ▇ORTGAGE SECURITIES CORP. (hereinafter called the “"Depositor”", which term includes any successor entity under the Pooling and Servicing Agreement), the ~~Master~~ Trustee, the Servicer, the Special ~~Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar~~ Servicer and the ~~Authenticating~~ Paying Agent~~, a~~ . A summary of certain of the pertinent provisions of ~~which~~ the Pooling and Servicing Agreement is set forth hereafter~~. The Trust consists primarily of the Mortgage Loans, such amounts as shall from time to time be held in the Collection Account and Distribution Account, the Insurance Policies and any REO Properties~~. To the extent not defined herein, the capitalized terms used herein shall have the ~~respective~~ meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as Certificates of the ▇▇series specified on the face hereof (herein called the "Certificates") and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial Certificate Balance of the Class NR Certificates. The Certificates are designated as the J.P. MORGAN C▇▇▇▇ ▇▇▇▇▇▇~~▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C8~~CIAL MORTGAGE SECURITIES CORP., Commercial Mortgage Pass-Through Certificates, Series ~~2013~~2003-~~C8 (herein called the “Certificates”). The Certificates~~ PM1 and are issued in ~~the Classes specified~~ twenty-three classes as specifically set forth in the Pooling and Servicing ~~Agreement and~~ Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership of the Trust. This Certificate represents an interest in the Class A-3 Certificates equal to the quotient expressed as a percentage obtained by dividing the initial Certificate Balance of this Certificate specified on the face hereof by the initial Aggregate Certificate Balance of the Class A-3 CertificatesTrust Fund. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the ~~parties thereto~~Trustee. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the ~~Holder of this Certificate~~ Certificateholder by virtue of the acceptance hereof assents and by which ~~such Holder~~ the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. ~~Distributions~~ This Certificate represents (i) a "regular interest" in a "real estate mortgage investment conduit," as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of ~~principal~~ the Internal Revenue Code of 1986, as amended (the "Code") and (ii) a beneficial interest on in a grantor trust under Subpart E, Part I of Subchapter J of the Code with respect to the Excess Interest. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate ~~will be made out~~ in accordance with the preceding sentence for purposes of ~~the Available Distribution Amount~~federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income. Pursuant to the ~~extent and subject to the limitations set forth in~~ terms of the Pooling and Servicing Agreement, on the ~~4th Business Day after the related Determination Date (a “Distribution Date”) commencing on the First Distribution Date specified above,~~ Paying Agent shall distribute to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person's pro rata share (based on the ~~applicable Record Date. The Determination Date is~~ Percentage Interest represented by this Certificate) of that portion of the ~~11th day~~ aggregate amount of ~~each month, or~~principal and interest then distributable, if any, allocable to the ~~11th day is not a Business Day~~Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described in the ~~next succeeding Business Day (a “Determination Date”), commencing on March 11, 2013~~Pooling and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the ~~related~~ Class NR Pass-Through Rate specified above on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount due to this Certificate’s 's pro rata share of the ~~amount~~ Available Distribution Amount to be distributed on the Certificates of this Class ~~A-3 Certificates~~ as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. Collateral Support ~~Deficits~~ Deficit and Certificate Deferred Interest on the Mortgage Loans shall be allocated on the applicable Distribution Date to ~~the respective Classes of Principal Balance Certificates~~ Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All Collateral Support ~~Deficits~~ Deficit or Certificate Deferred Interest on the Mortgage Loans allocated to any Class of ~~Principal Balance~~ Certificates will be allocated pro rata among the outstanding Certificates of such Class. The Certificates are limited in right of payment to to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Certificate Account and the Distribution Accounts will be held on behalf of the Trustee on behalf of the Holders of Certificates specified in the Pooling and Servicing Agreement and the Servicer (with respect to the Certificate Account) or the Paying Agent (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts may be invested in Permitted Investments. Interest or other income earned on funds in the Certificate Account will be paid to the Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the ~~Collection~~ Certificate Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the ~~Trust~~Trust Fund. All distributions under the Pooling and Servicing Agreement to a ~~nominee~~ Class of ~~The Depository Trust Company (“DTC”) will~~ Certificates shall be made ~~by or~~ on ~~behalf~~ each Distribution Date (other than the final distribution on any Certificate) to Certificateholders of record on the ~~Certificate Administrator~~ related Record Date by check mailed to ~~such ▇▇▇▇▇▇’s~~ the address ~~as it appears on~~ set forth therefor in the Certificate Register ~~of the Certificate Registrar~~ or, ~~upon written request to~~ provided that such Certificateholder has provided the ~~Certificate Administrator on or prior to the related Record Date (or upon standing~~ Paying Agent with wire instructions ~~given to the Certificate Administrator on the Closing Date prior to any Record Date, which instructions may be revoked~~ in writing at ~~any time thereafter upon written notice to the Certificate Administrator~~ least five ~~(5) days~~ Business Days prior to the related Record Date~~) made by a Certificateholder~~ , by wire transfer in of immediately available funds to an the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the request of such Certificateholder. Notwithstanding the above, the final distribution on any Certificate will be made only upon presentation and surrender of such Certificate at the location that will be specified in a notice ~~of the pendency~~ to Certificateholders of such final distribution. ~~The Pooling and Servicing Agreement permits, with certain exceptions therein provided,~~ Any funds not distributed on the ~~amendment thereof and the modification~~ final Distribution Date because of the ~~rights~~ failure of Certificateholders to tender their Certificates shall be set aside and ~~obligations~~ held uninvested in trust for the benefit of the ~~Certificateholders under~~ non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any Certificates as to which notice has been given pursuant to Section 4.01(f) of the Pooling and Servicing Agreement ~~at any~~ shall not have been surrendered for cancellation within six months after the time ~~by the parties thereto with the consent of the Holders of not less than 51% of the aggregate Voting Rights of the Certificates then outstanding, as~~ specified in such notice, the Paying Agent shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation to receive the final distribution with respect thereto. If within one year after the second notice not all of such Certificates shall have been surrendered for cancellation, the Paying Agent may, directly or through an agent, take appropriate steps to contact the remaining non-tendering Certificateholders concerning surrender of their Certificates. The costs and expenses of holding such funds in trust and of contacting such Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust as a result of such Certificateholder's failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(f) of the Pooling and Servicing Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon the Certificate. The Pooling and Servicing Agreement also permits the amendment thereof, in certain circumstances, without the consent of the Holders of any of the Certificates. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is ~~registrable~~ registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the ~~Corporate Trust Office~~ office of the Certificate ~~Registrar~~Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder~~’s attorney~~ 's attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized ~~denominations~~ Denominations will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreement, the Non-Registered Certificates ~~are issuable~~ (other than the Residual Certificates) will be issued in ~~fully registered~~ book-entry form ~~only~~through the facilities of DTC in Denominations of $250,000 initial Certificate Balance, ~~without coupons~~and in integral multiples of $1 in excess thereof, with one Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class. No fee or service charge shall be imposed by the Certificate Registrar for its services in ~~minimum denominations specified~~ respect of any registration of transfer or exchange referred to in Section 5.02 of the Pooling and Servicing Agreement other than for transfers to Institutional Accredited Investors as provided in Section 5.02(g) thereof. In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate Registrar's counsel's review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided in Section 5.02 of the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations as requested ) incurred by the ~~Holder surrendering the same~~Certificate Registrar in connection with such transfer. ~~No service charge will be made for any such registration of transfer or exchange but the~~ The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any ~~tax~~ tax, expense or other governmental charge ~~that may be imposed~~ payable in connection with any such transfer or exchange of Certificates. Notwithstanding the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book entry facilities of DTCexchange. The Depositor, the ~~Master~~ Trustee, the Servicer, the Special Servicer, the ~~Trust Advisor, the Trustee, the Custodian,~~ Paying Agent and the Certificate ~~Administrator, the Certificate Registrar, the Authenticating Agent~~ Registrar and any of their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and ~~none of~~ neither the Depositor, the ~~Master~~ Trustee, the Servicer, the Special Servicer, the ~~Trust Advisor, the Trustee, the Custodian~~Paying Agent, the Certificate ~~Administrator, the Certificate Registrar, the Authenticating Agent or~~ Registrar nor any such agents shall be affected by any notice to the contrary. The obligations and responsibilities of the Trustee and the Certificate Administrator created hereby (other than the obligation of the Certificate Administrator, to make payments to the Class R Certificateholders, as set forth in Section 11.3 of the Pooling and Servicing Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Paying Agent and the Trustee, without the consent of any of the Certificateholders or the Companion Holder, to cure any ambiguity to the extent it does not adversely affect any Certificateholder, to correct or supplement any provisions therein that may be inconsistent with any other provisions therein or the Prospectus or the Prospectus Supplement or to correct any error to the extent it does not materially and adversely affect the interests of any Certificateholder, as evidenced by an Opinion of Counsel (at the expense of the party requesting the amendment); to modify, eliminate or add to any provisions to such extent as is necessary to maintain the qualification of the Upper-Tier REMIC or the Lower-Tier REMIC as a REMIC, or the Grantor Trust as a grantor trust at all times any Certificate is outstanding or to avoid or minimize the risk of the imposition of any tax on the Trust Fund or either of the Lower-Tier REMIC or the Upper Tier REMIC pursuant to the Code that would be a claim against the Trust Fund or either of the Lower-Tier REMIC or the Upper-Tier REMIC, provided, however, an Opinion of Counsel is obtained to the effect that such action shall not adversely affect in any material respect the interest of any Certificateholder and such action is necessary or desirable to avoid or minimize the risk of the imposition of any such tax; to change the timing and/or nature of deposits into the Certificate Account, Distribution Accounts or REO Account or to change the name in which the Certificate Account is maintained, provided, however, that the P&I Advance Date shall not be later than the ~~obligations~~ related Distribution Date, an Opinion of Counsel is obtained to the effect that such action shall not adversely affect in any material respect the interest of any Certificateholder and that such action will not result in the ~~nature of information~~ withdrawal, downgrade or ~~tax reporting) shall terminate on the earliest of (i) the later of (A) the final payment or other liquidation~~ qualification of the ~~last Mortgage Loan remaining in the Trust (and final distribution~~ then-current rating assigned to any Class of Certificates by any Rating Agency, as evidenced by a letter from such Rating Agency to such effect; to modify, eliminate or add to the ~~Certificateholders) and (B) the disposition~~ provisions of ~~all REO Property (and final distribution to the Certificateholders), (ii) the sale of the property held by the Trust in accordance with~~ Section ~~11.1(b) of the Pooling and Servicing Agreement, (iii) the termination of the Trust pursuant to Section 11.1(c~~5.02(c) of the Pooling and Servicing Agreement or ~~(iv) voluntary exchange~~ any other provision thereof restricting transfer of the Residual Certificates by virtue of their being the ~~Sole Certificateholder~~ REMIC "residual interests," and such change shall not, as evidenced by an Opinion of ~~all~~ Counsel, cause the ~~outstanding Certificates~~ Trust Fund, the Upper-Tier REMIC or the Lower-Tier REMIC or any of the Certificateholders (other than the ~~Class R Certificates~~Transferor) ~~for~~ to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization or a Non-U.S. Person; to make any other provisions with respect to matters or questions arising under the ~~remaining Mortgage Loans~~ Pooling and ~~REO Properties in~~ Servicing Agreement which shall not be materially inconsistent with the ~~Trust Fund pursuant to the terms of Section 11.1(d)~~ provisions of the Pooling and Servicing Agreement, provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interest of any Certificateholder not consenting thereto; provided further, that such action shall not result in ~~no event shall~~ the ~~Trust continue beyond the expiration of 21 years from the death~~ downgrade, withdrawal or qualification of the ~~last survivor~~ then-current rating assigned to any Class of ~~the descendants~~ Certificates by any Rating Agency, as evidenced by a letter from such Rating Agency to such effect; (vii) to amend or supplement any provision of ~~▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the late Ambassador of the United States to the Court of St. ▇▇▇▇▇, living on the date hereof. The parties designated in~~ the Pooling and Servicing Agreement ~~may exercise their option~~ to ~~purchase~~ the ~~Mortgage Loans and any other property remaining~~ extent necessary to maintain the rating or ratings assigned to each Class of Certificates by each Rating Agency; provided that such change shall not result in the ~~Trust and cause the termination~~ downgrade, withdrawal or qualification of the ~~Trust~~ then-current rating assigned to any Class of Certificates, as evidenced by a letter from each Rating Agency to such effect; provided further, that no such amendment may change in ~~accordance with~~ any manner the ~~requirements set forth in~~ obligations of any Mortgage Loan Seller under a Mortgage Loan Purchase Agreement without the ~~Pooling~~ consent of each affected Mortgage Loan Seller; and ~~Servicing Agreement. Upon termination~~ (viii) to modify the provisions of the Trust and payment of the Certificates and of all administrative expenses associated with the Trust, any remaining assets of the Trust shall be distributed to the holders of the Class R Certificates. The Certificate Registrar has executed this Certificate under the Pooling and Servicing Agreement.Section

Appears in 1 contract

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

Certificate. evidencing a beneficial ownership interest in a ~~New York common law trust (the “Trust”)~~Trust Fund, consisting primarily of a pool of ~~commercial~~ commercial, multifamily and ~~multifamily~~ manufactured housing community mortgage ~~loans~~ loans, other than the One Post Office Square B Note (the “"Mortgage Loans”) "), all payments on or collections in respect of the One Post Office Square B Note due after the Cut-off Date, all REO Properties and ~~certain~~ revenues received in respect thereof, the mortgagee's rights under the Insurance Policies, any Assignment of Leases, and any guaranties, escrow accounts or other ~~property~~collateral as security for the One Post Office Square B Note, and such amounts, with respect to the One Post Office Square B Note, as shall from time to time be held in the Certificate Account, the Distribution Accounts, the Interest Reserve Account, the Gain on Sale Account and the REO Accounts, formed and sold by J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP. THIS CERTIFICAT▇ ▇▇▇▇ ▇▇▇ REPRESENT AN OBLIGATION OF OR INTEREST IN J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP., THE SERVICER, T▇▇ ▇▇▇▇▇▇▇ S▇▇▇▇▇ER, THE TRUSTEE, THE PAYING AGENT OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING ONE POST OFFICE SQUARE B NOTE IS GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES. THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced by this ~~commercial mortgage pass-through certificate (this “Certificate”), which has been~~ Certificate in the Class PS-4 Certificates issued by the Trust Fund created pursuant to the Pooling and Servicing Agreement, dated as ~~specified above~~ of September 30, 2003 (the “"Pooling and Servicing Agreement”"), ~~between Banc of America ▇▇▇▇~~among J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP. (hereinafter cal▇▇▇ ▇▇▇ "▇▇~~▇ Commercial Mortgage Inc. (hereinafter called the “Depositor”~~positor", which term includes any successor entity under the Pooling and Servicing Agreement), the ~~Master~~ Trustee, the Servicer, the Special ~~Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar~~ Servicer and the ~~Authenticating~~ Paying Agent~~, a~~ . A summary of certain of the pertinent provisions of ~~which~~ the Pooling and Servicing Agreement is set forth hereafter~~. The Trust consists primarily of the Mortgage Loans, such amounts as shall from time to time be held in the Collection Account and Distribution Account, the Insurance Policies and any REO Properties~~. To the extent not defined herein, the capitalized terms used herein shall have the ~~respective~~ meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as Certificates of the ▇▇series specified on the face hereof (herein called the "Certificates") and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial Certificate Balance of the Class PS-4 Certificates. The Certificates are designated as the J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP., Commercial Mort▇▇▇▇ ▇▇▇▇-▇~~▇▇ Bank of America ▇▇~~h▇▇▇▇▇ ~~▇▇▇▇▇ Trust 2013-C8, Commercial Mortgage Pass-Through~~ Certificates, Series ~~2013~~2003-~~C8 (herein called the “Certificates”). The Certificates~~ LN1 and are issued in the ~~Classes specified~~ classes as specifically set forth in the Pooling and Servicing ~~Agreement and~~ Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership of the Trust. This Certificate represents an interest in the Class A-3 Certificates equal to the quotient expressed as a percentage obtained by dividing the initial Certificate Balance of this Certificate specified on the face hereof by the initial Aggregate Certificate Balance of the Class A-3 CertificatesTrust Fund. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the ~~parties thereto~~Trustee. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the ~~Holder of this Certificate~~ Certificateholder by virtue of the acceptance hereof assents and by which ~~such Holder~~ the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. ~~Distributions~~ This Certificate is a "regular interest" in a "real estate mortgage investment conduit," as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of ~~principal~~ the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and ~~interest on~~ take no action inconsistent with the treatment of, this Certificate ~~will be made out~~ in accordance with the preceding sentence for purposes of ~~the Available Distribution Amount~~federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income. Pursuant to the ~~extent and subject to the limitations set forth in~~ terms of the Pooling and Servicing Agreement, on the ~~4th Business Day after the related Determination Date (a “Distribution Date”) commencing on the First Distribution Date specified above,~~ Paying Agent shall distribute to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person's pro rata share (based on the ~~applicable Record Date. The Determination Date is~~ Percentage Interest represented by this Certificate) of that portion of the ~~11th day~~ aggregate amount of ~~each month, or~~principal and interest then distributable, if any, allocable to the ~~11th day is not a Business Day~~Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described in the ~~next succeeding Business Day (a “Determination Date”), commencing on March 11, 2013~~Pooling and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the ~~related~~ Class PS-4 Pass-Through Rate specified above on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount due to this Certificate’s 's pro rata share of the ~~amount~~ One Post Office Square B Note Available Distribution Amount to be distributed on the Certificates of this Class ~~A-3 Certificates~~ as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The One Post Office Square B Note Collateral Support ~~Deficits~~ Deficit and Certificate Deferred Interest on the One Post Office Square B Note shall be allocated on the applicable Distribution Date to ~~the respective Classes of Principal Balance Certificates~~ Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All One Post Office Square B Note Collateral Support ~~Deficits~~ Deficit or Certificate Deferred Interest on the One Post Office Square B Note allocated to any Class of ~~Principal Balance~~ Certificates will be allocated pro rata among the outstanding Certificates of such Class. The Certificates are limited in right of payment to to, among other things, certain collections and recoveries respecting the ~~Mortgage Loans~~One Post Office Square B Note, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Certificate Account and the Distribution Accounts will be held on behalf of the Trustee on behalf of the Holders of Certificates specified in the Pooling and Servicing Agreement and the Servicer (with respect to the Certificate Account) or the Paying Agent (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts may be invested in Permitted Investments. Interest or other income earned on funds in the Certificate Account will be paid to the Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the ~~Collection~~ Certificate Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and the One Post Office Square B Note and administration of the ~~Trust~~Trust Fund. All distributions under the Pooling and Servicing Agreement to a ~~nominee~~ Class of ~~The Depository Trust Company (“DTC”) will~~ Certificates shall be made ~~by or~~ on ~~behalf~~ each Distribution Date (other than the final distribution on any Certificate) to Certificateholders of record on the ~~Certificate Administrator~~ related Record Date by check mailed to ~~such ▇▇▇▇▇▇’s~~ the address ~~as it appears on~~ set forth therefor in the Certificate Register ~~of the Certificate Registrar~~ or, ~~upon written request to~~ provided that such Certificateholder has provided the ~~Certificate Administrator on or prior to the related Record Date (or upon standing~~ Paying Agent with wire instructions ~~given to the Certificate Administrator on the Closing Date prior to any Record Date, which instructions may be revoked~~ in writing at ~~any time thereafter upon written notice to the Certificate Administrator~~ least five ~~(5) days~~ Business Days prior to the related Record Date~~) made by a Certificateholder~~ , by wire transfer in of immediately available funds to an the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the request of such Certificateholder. Notwithstanding the above, the final distribution on any Certificate will be made only upon presentation and surrender of such Certificate at the location that will be specified in a notice ~~of the pendency~~ to Certificateholders of such final distribution. ~~The Pooling and Servicing Agreement permits, with certain exceptions therein provided,~~ Any funds not distributed on the ~~amendment thereof and the modification~~ final Distribution Date because of the ~~rights~~ failure of Certificateholders to tender their Certificates shall be set aside and ~~obligations~~ held uninvested in trust for the benefit of the ~~Certificateholders under~~ non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any Certificates as to which notice has been given pursuant to Section 4.01(h) of the Pooling and Servicing Agreement ~~at any~~ shall not have been surrendered for cancellation within six months after the time ~~by the parties thereto with the consent of the Holders of not less than 51% of the aggregate Voting Rights of the Certificates then outstanding, as~~ specified in such notice, the Paying Agent shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation to receive the final distribution with respect thereto. If within one year after the second notice not all of such Certificates shall have been surrendered for cancellation, the Paying Agent may, directly or through an agent, take appropriate steps to contact the remaining non-tendering Certificateholders concerning surrender of their Certificates. The costs and expenses of holding such funds in trust and of contacting such Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust as a result of such Certificateholder's failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon the Certificate. The Pooling and Servicing Agreement also permits the amendment thereof, in certain circumstances, without the consent of the Holders of any of the Certificates. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is ~~registrable~~ registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the ~~Corporate Trust Office~~ office of the Certificate ~~Registrar~~Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder~~’s attorney~~ 's attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized ~~denominations~~ Denominations will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreement, the Non-Registered Certificates ~~are issuable~~ (other than the Residual Certificates) will be issued in ~~fully registered~~ book-entry form ~~only~~through the facilities of DTC in Denominations of $250,000 initial Certificate Balance, ~~without coupons~~and in integral multiples of $1 in excess thereof, with one Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class. No fee or service charge shall be imposed by the Certificate Registrar for its services in ~~minimum denominations specified~~ respect of any registration of transfer or exchange referred to in Section 5.02 of the Pooling and Servicing Agreement other than for transfers to Institutional Accredited Investors as provided in Section 5.02(g) thereof. In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate Registrar's counsel's review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided in Section 5.02 of the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations as requested ) incurred by the ~~Holder surrendering the same~~Certificate Registrar in connection with such transfer. ~~No service charge will be made for any such registration of transfer or exchange but the~~ The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any ~~tax~~ tax, expense or other governmental charge ~~that may be imposed~~ payable in connection with any such transfer or exchange of Certificates. Notwithstanding the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book entry facilities of DTCexchange. The Depositor, the ~~Master~~ Trustee, the Servicer, the Special Servicer, the ~~Trust Advisor, the Trustee, the Custodian,~~ Paying Agent and the Certificate ~~Administrator, the Certificate Registrar, the Authenticating Agent~~ Registrar and any of their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and ~~none of~~ neither the Depositor, the ~~Master~~ Trustee, the Servicer, the Special Servicer, the ~~Trust Advisor, the Trustee, the Custodian~~Paying Agent, the Certificate ~~Administrator, the Certificate Registrar, the Authenticating Agent or~~ Registrar nor any such agents shall be affected by any notice to the contrary. The obligations and responsibilities of the Trustee and the Certificate Administrator created hereby (other than the obligation of the Certificate Administrator, to make payments to the Class R Certificateholders, as set forth in Section 11.3 of the Pooling and Servicing Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Paying Agent and the Trustee, without the consent of any of the Certificateholders, to cure any ambiguity, to correct or supplement any provisions therein that may be inconsistent with any other provisions therein or the Prospectus or the Prospectus Supplement or to correct any error; to maintain the rating or ratings assigned to each Class of Certificates by each Rating Agency; to modify, eliminate or add to any provisions to such extent as is necessary to maintain the qualification of any of the Upper-Tier REMIC, the Lower-Tier REMIC or the Loan REMIC as a REMIC, or the Grantor Trust as a grantor trust at all times any Certificate is outstanding or to avoid or minimize the imposition of any tax, provided, however, an Opinion of Counsel is obtained to the effect that such action shall not adversely affect in any material respect the interest of any Certificateholder and such action is necessary or desirable to avoid such tax; to change the timing and/or nature of deposits into the Certificate Account or Distribution Accounts or REO Account or to change the name in which the Certificate Account is maintained, provided, however, that the P&I Advance Date shall not be later than the ~~obligations~~ related Distribution Date, an Opinion of Counsel is obtained to the effect that such action shall not adversely affect in any material respect the interest of any Certificateholder and that such action will not result in the ~~nature of information~~ withdrawal, downgrade or ~~tax reporting) shall terminate on the earliest of (i) the later of (A) the final payment or other liquidation~~ qualification of the ~~last Mortgage Loan remaining in the Trust (and final distribution~~ then-current rating by any Rating Agency, as evidenced by a letter from such Rating Agency to such effect; to modify, eliminate or add to the ~~Certificateholders) and (B) the disposition~~ provisions of ~~all REO Property (and final distribution to the Certificateholders), (ii) the sale of the property held by the Trust in accordance with~~ Section ~~11.1(b) of the Pooling and Servicing Agreement, (iii) the termination of the Trust pursuant to Section 11.1(c~~5.02(d) of the Pooling and Servicing Agreement or ~~(iv) voluntary exchange~~ any other provision thereof restricting transfer of the Residual Certificates by virtue of their being the ~~Sole Certificateholder~~ REMIC "residual interests," and such change shall not, as evidenced by an Opinion of ~~all~~ Counsel, cause any of the ~~outstanding Certificates~~ Upper-Tier REMIC, the Lower-Tier REMIC, the Loan REMIC or any of the Certificateholders (other than the ~~Class R Certificates~~Transferor) ~~for~~ to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization or a Non-U.S. Person; and to make any other provisions with respect to matters or questions arising under the ~~remaining Mortgage Loans~~ Pooling and ~~REO Properties in~~ Servicing Agreement which shall not be materially inconsistent with the ~~Trust Fund pursuant to the terms of Section 11.1(d)~~ provisions of the Pooling and Servicing Agreement, provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interest of any Certificateholder not consenting thereto; provided further, that in no event ~~shall~~ may any amendment change in any manner the ~~Trust continue beyond~~ obligations of any Mortgage Loan Seller without the ~~expiration of 21 years from the death~~ consent of the ~~last survivor~~ applicable Mortgage Loan Seller. The Pooling and Servicing Agreement may also be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Paying Agent and the Trustee with the consent of the ~~descendants~~ Holders of ~~▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the late Ambassador~~ Certificates representing not less than 66 2/3% of the ~~United States~~ aggregate Percentage Interests of each Class of Certificates affected by the amendment for the purpose of adding any provisions to or changing in any manner or eliminating any of the ~~Court~~ provisions of ~~St. ▇▇▇▇▇, living on the date hereof. The parties designated in~~ the Pooling and Servicing Agreement ~~may exercise their option to purchase~~ or of modifying in any manner the ~~Mortgage Loans and any other property remaining in the Trust and cause the termination~~ rights of the Trust in accordance with the requirements set forth in the Pooling and Servicing Agreement. Upon termination of the Trust and payment of the Certificates and of all administrative expenses associated with the TrustCertificateholders; provided, ~~any remaining assets of the Trust shall be distributed to the holders of the Class R Certificates. The Certificate Registrar has executed this Certificate under the Pooling and Servicing Agreement.~~however, that no such amendment shall:

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Jp Morgan Chase Com Mort Sec Corp Ps THR Certs Ser 2003-Ln1)

Certificate. evidencing a beneficial ownership interest in a ~~New York common law trust (the “~~Trust”), consisting primarily of a pool of commercial and multifamily mortgage loans (the “"Mortgage Loans”") and certain other property, formed and sold by BEAR ▇▇▇▇▇▇▇ COMMERCIAL MORTGAGE SECURITIES INC. THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced by this ~~commercial mortgage pass-through certificate (this “Certificate”), which has been~~ Certificate in the Class X-1 Certificates issued by the Trust created pursuant to the Pooling and Servicing Agreement, dated as specified above (the “"Pooling and Servicing Agreement”"), ~~between Banc of America~~ among Bear ▇▇▇▇▇▇▇ ~~▇▇▇▇▇~~ Commercial Mortgage Securities Inc. (hereinafter called the “"Depositor”, ," which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Fiscal Agent, the Paying Agent, the Certificate Registrar, the Master ~~Servicer,~~ Servicer and the Special Servicer~~, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar and the Authenticating Agent~~, a summary of certain of the pertinent provisions of which is set forth hereafter. The Trust consists primarily of the Mortgage Loans, such amounts as shall from time to time be held in the ~~Collection~~ Certificate Account and Distribution Account, the Insurance Policies and any REO Properties. To the extent not defined herein, the capitalized terms used herein have the ~~respective~~ meanings assigned in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as Certificates of the ~~▇▇▇▇▇▇~~ series specified on the face hereof (herein called the "Certificates") and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage obtained by dividing the Notional Amount of this Certificate specified on the face hereof by the initial aggregate Notional Amount of the Class X-1 Certificates. The Certificates are designated as the Bear ▇▇▇▇▇▇▇ ~~Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C8~~Commercial Mortgage Securities Inc., Commercial Mortgage Pass-Through Certificates, Series ~~2013~~2004-~~C8 (herein called the “Certificates”). The Certificates~~ TOP14 and are issued in the Classes specified in the Pooling and Servicing ~~Agreement and~~ Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership of the Trust. This Certificate represents an interest in the Class A-3 Certificates equal to the quotient expressed as a percentage obtained by dividing the initial Certificate Balance of this Certificate specified on the face hereof by the initial Aggregate Certificate Balance of the Class A-3 Certificates. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that ~~agreement~~ Agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the ~~parties thereto~~Trustee and the Paying Agent. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the ~~Holder of this Certificate~~ Certificateholder by virtue of the acceptance hereof assents and by which ~~such Holder~~ the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. Distributions of ~~principal of and~~ interest on this Certificate will be made out of the Available Distribution Amount, to the extent and subject to the limitations set forth in the Pooling and Servicing Agreement, on the ~~4th~~ 12th day of each month or, if such 12th day is not a Business Day, the next succeeding Business Day ~~after the related Determination Date~~ (a “"Distribution Date”") commencing on the ~~First~~ first Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the ~~applicable~~ last Business Day of the month immediately preceding the month of such distribution (the "Record Date~~. The Determination Date is the 11th day of each month, or, if the 11th day is not a Business Day, the next succeeding Business Day (a “Determination Date”~~")~~, commencing on March 11, 2013~~. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the ~~related~~ Pass-Through Rate specified above on the ~~Certificate Balance~~ Notional Amount of this Certificate immediately prior to each Distribution Date. ~~Principal and interest~~ Interest allocated to this Certificate on any Distribution Date will be in an amount due to this Certificate’s 's pro rata share of the amount to be distributed on the Certificates of this Class ~~A-3 Certificates~~ as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. ~~Collateral Support Deficits~~ Realized Losses and interest shortfalls on the Mortgage Loans shall be allocated on the applicable Distribution Date to ~~the respective Classes of Principal Balance Certificates~~ Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All ~~Collateral Support Deficits~~ Realized Losses and interest shortfalls on the Mortgage Loans allocated to any Class of ~~Principal Balance~~ Certificates will be allocated pro rata among the outstanding Certificates of such Class. The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the ~~Collection~~ Certificate Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust. All distributions under the Pooling and Servicing Agreement to a nominee of The Depository Trust Company (“"DTC”") will be made by or on behalf of the Certificate Administrator by check mailed to such ▇▇▇▇▇▇’s address as it appears on the Certificate Register of the Certificate Registrar or, upon written request to the Certificate Administrator on or prior to the related Record Date (or upon standing instructions given to the Certificate Administrator on the Closing Date prior to any Record Date, which instructions may be revoked at any time thereafter upon written notice to the Certificate Administrator five (5) days prior to the related Record Date) made by a Certificateholder Paying Agent by wire transfer in immediately available funds to an account specified in the request of such Certificateholder. All distributions under the Pooling and Servicing Agreement to Certificateholders will be made by wire transfer in immediately available funds to the account specified by the Certificateholder, at a bank or other entity having appropriate facilities therefor, if such Certificateholder will have provided the Paying Agent with wiring instructions on or prior to the related Record Date or otherwise by check mailed to such Certificateholder. Notwithstanding the above, the final distribution on any Certificate will be made only upon presentation and surrender of such Certificate at the location that will be specified in a notice of the pendency of such final distribution. The Pooling and Servicing Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Certificateholders under the Pooling and Servicing Agreement at any time by the parties thereto with the consent of the Holders of not less than 51% of the ~~aggregate Voting Rights~~ Aggregate Certificate Balance of the Certificates then outstanding, as specified in the Pooling and Servicing Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon the Certificate. The Pooling and Servicing Agreement also permits the amendment thereof, in certain circumstances, without the consent of the Holders of any of the Certificates. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the Corporate Trust Office of the Certificate Registrar, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s 's attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreement, the Class X-1 Certificates ~~are issuable~~ will be issued in ~~fully registered form only, without coupons,~~ denominations of $100,000 initial Notional Amount and in ~~minimum denominations specified~~ any whole dollar denomination in ~~the Pooling and Servicing Agreement~~excess thereof. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates. Notwithstanding the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book entry facilities of DTC. The Depositor, the Trustee, the Fiscal Agent, the Paying Agent, the Master Servicer, the Special ~~Servicer, the Trust Advisor, the Trustee, the Custodian,~~ Servicer and the Certificate ~~Administrator, the Certificate Registrar, the Authenticating Agent~~ Registrar and any of their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and ~~none of~~ neither the Depositor, the Trustee, the Fiscal Agent, the Paying Agent, the Master Servicer, the Special Servicer, the ~~Trust Advisor, the Trustee, the Custodian, the~~ Certificate ~~Administrator, the Certificate Registrar, the Authenticating Agent or~~ Registrar nor any such agents shall be affected by notice to the contrary. The obligations and responsibilities of the Trustee and the ~~Certificate Administrator~~ Paying Agent created hereby (other than the obligation of the ~~Certificate Administrator,~~ Paying Agent to make payments to the ~~Class R Certificateholders,~~ Certificateholders as set forth in Section ~~11.3~~ 10.2 of the Pooling and Servicing Agreement and other than the obligations in the nature of information or tax reporting) shall terminate on the earliest of (i) the later of (A) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust ~~(and final distribution to the Certificateholders)~~ and (B) the disposition of all REO Property ~~(and final distribution to the Certificateholders),~~ or (ii) the sale of the property held by the Trust in accordance with Section ~~11.1(b~~10.1(b) of the Pooling and Servicing ~~Agreement,~~ Agreement or (iii) the termination of the Trust pursuant to Section 11.1(c) of the Pooling and Servicing Agreement or (iv) voluntary exchange by the Sole Certificateholder of all the outstanding Certificates (other than the Class R Certificates) for the remaining Mortgage Loans and REO Properties in the Trust Fund pursuant to the terms of Section 11.1(d10.1(c) of the Pooling and Servicing Agreement; provided that in no event shall the Trust continue beyond the expiration of 21 years from the death of the last survivor of the descendants of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the late Ambassador of the United States to the Court of St. ▇▇▇▇▇, living on the date hereof. The parties designated in the Pooling and Servicing Agreement may exercise their option to purchase the Mortgage Loans and any other property remaining in the Trust and cause the termination of the Trust in accordance with the requirements set forth in the Pooling and Servicing Agreement. Upon termination of the Trust and payment of the Certificates and of all administrative expenses associated with the Trust, any remaining assets of the Trust shall be distributed to the holders of the ~~Class R~~ Residual Certificates. The Certificate Registrar has executed this Certificate under the Pooling and Servicing Agreement. THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Bear Stearns Commercial Mortgage Sec Inc Trust 2004 Top14)

Certificate. ~~evidencing a~~ Evidencing the 100% beneficial ~~ownership~~ interest in ~~a New York common law trust~~ all of the assets of the Issuer (~~the “Trust”~~as defined below), ~~consisting~~ which consist primarily of ~~a pool of commercial~~ motor vehicle receivables, including motor vehicle retail installment sales contracts and/or installment loans that are secured by new and ~~multifamily mortgage loans (the~~ used automobiles, light-duty trucks and motorcycles. THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR ANY OTHER APPLICABLE SECURITIES OR “~~Mortgage Loans”) and certain other property~~BLUE SKY” LAWS OF ANY STATE OR OTHER JURISDICTION, ~~formed and sold by~~ AND MAY NOT BE RESOLD, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR ANY OTHER APPLICABLE SECURITIES OR “BLUE SKY” LAWS, PURSUANT TO AN EXEMPTION THEREFROM OR IN A TRANSACTION NOT SUBJECT THERETO. THIS CERTIFIES THAT ~~CEDE & CO.~~ [ ] is the registered owner of ~~this commercial mortgage pass~~a 100% nonassessable, fully-~~through certificate (this “Certificate”)~~paid, ~~which has been issued pursuant to~~ beneficial interest in the ~~Pooling and Servicing Agreement~~Trust Estate of CAPITAL ONE PRIME AUTO RECEIVABLES TRUST 2004-2, ~~dated as specified above~~ a Delaware statutory trust (the “~~Pooling~~ Issuer”) formed by Capital One Auto Receivables, LLC, a Delaware limited liability company, as depositor (the “Seller”). The Issuer was created pursuant to a Trust Agreement dated as of June 18, 2004 (as amended and ~~Servicing~~ restated as of July 27, 2004, the “Trust Agreement”), between ~~Banc of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Commercial Mortgage Inc.~~ the Seller and Wilmington Trust Company, as owner trustee (~~hereinafter called~~ the “~~Depositor~~Owner Trustee”~~, which term includes any successor entity under the Pooling and Servicing Agreement~~)~~, the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar and the Authenticating Agent~~, a summary of certain of the pertinent provisions of which is set forth hereafter. The Trust consists primarily of the Mortgage Loans, such amounts as shall from time to time be held in the Collection Account and Distribution Account, the Insurance Policies and any REO Propertiesbelow. To the extent not otherwise defined herein, the capitalized terms used herein have the ~~respective~~ meanings assigned to them in the ~~Pooling~~ Sale and Servicing Agreement~~. This Certificate is one~~ , dated as of ~~a duly authorized issue of Certificates designated~~ July 27, 2004, among the Seller, the Issuer, JPMorgan Chase Bank, as indenture trustee, and Capital One Auto Finance, Inc., as servicer, as the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C8, Commercial Mortgage Pass-Through Certificates, Series 2013-C8 (herein called the “Certificates”). The Certificates are issued in the Classes specified in the Pooling and Servicing Agreement and will evidence in the aggregate 100% of the beneficial ownership of the Trust. This Certificate represents an interest in the Class A-3 Certificates equal same may be amended or supplemented from time to the quotient expressed as a percentage obtained by dividing the initial Certificate Balance of this Certificate specified on the face hereof by the initial Aggregate Certificate Balance of the Class A-3 Certificates. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the parties theretotime. This Certificate is issued under and is subject to the terms, provisions and conditions of the ~~Pooling and Servicing~~ Trust Agreement, to which ~~Pooling and Servicing Agreement, as amended from time to time,~~ Trust Agreement the ~~Holder~~ holder of this Certificate by virtue of the acceptance hereof assents and by which such ~~Holder~~ holder is bound. ~~In the case of any conflict between terms specified in this Certificate~~ The provisions and ~~terms specified in the Pooling and Servicing Agreement, the terms~~ conditions of the ~~Pooling and Servicing~~ Trust Agreement ~~shall govern. Distributions of principal of and interest on this Certificate will be made out of the Available Distribution Amount, to the extent and subject to the limitations~~ are hereby incorporated by reference as though set forth in the Pooling and Servicing Agreement, on the 4th Business Day after the related Determination Date (a “Distribution Date”) commencing on the First Distribution Date specified above, to the Person in whose name their entirety herein. The holder of this Certificate ~~is registered on the applicable Record Date. The Determination Date is the 11th day~~ acknowledges and agrees that its rights to receive distributions in respect of ~~each month, or, if the 11th day is not a Business Day, the next succeeding Business Day (a “Determination Date”), commencing on March 11, 2013. All sums distributable on~~ this Certificate are ~~payable~~ subordinated to the rights of the Noteholders and the Swap Counterparty as described in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the related Pass-Through Rate on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount due to this Certificate’s pro rata share of the amount to be distributed on the Class A-3 Certificates as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. Collateral Support Deficits shall be allocated on the applicable Distribution Date to the respective Classes of Principal Balance Certificates in the manner set forth in the Pooling and Servicing Agreement. All Collateral Support Deficits allocated to any Class of Principal Balance Certificates will be allocated pro rata among the outstanding Certificates of such Class. The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust. All distributions under the Pooling and Servicing Agreement to a nominee of The Depository Trust Company (“DTC”) will be made by or on behalf of the Certificate Administrator by check mailed to such ▇▇▇▇▇▇’s address as it appears on the Certificate Register of the Certificate Registrar or, upon written request to the Certificate Administrator on or prior to the related Record Date (or upon standing instructions given to the Certificate Administrator on the Closing Date prior to any Record Date, which instructions may be revoked at any time thereafter upon written notice to the Certificate Administrator five (5) days prior to the related Record Date) made by a Certificateholder by wire transfer in immediately available funds to an account specified in the request of such Certificateholder. Notwithstanding the aboveIndenture, the final distribution on any Certificate will be made only upon presentation and surrender of such Certificate at the location that will be specified in a notice of the pendency of such final distribution. The Pooling and Servicing Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Certificateholders under the Pooling and Servicing Agreement at any time by the parties thereto with the consent of the Holders of not less than 51% of the aggregate Voting Rights of the Certificates then outstanding, as specified in the Pooling and Servicing Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon the Certificate. The Pooling and Servicing Agreement also permits the amendment thereof, in certain circumstances, without the consent of the Holders of any of the Certificates. As provided in the Pooling Sale and Servicing Agreement and the Trust Agreement, as applicable. By accepting this Certificate, the Certificateholder hereby covenants and agrees that prior to the date which is one year and one day after payment in full of all obligations of each Bankruptcy Remote Party in respect of all securities issued by the Bankruptcy Remote Parties (i) such Person shall not authorize such Bankruptcy Remote Party to commence a voluntary winding-up or other voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to such Bankruptcy Remote Party or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect in any jurisdiction or seeking the appointment of an administrator, a trustee, receiver, liquidator, custodian or other similar official with respect to such Bankruptcy Remote Party or any substantial part of its property or to consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against such Bankruptcy Remote Party, or to make a general assignment for the benefit of any party hereto or any other creditor of such Bankruptcy Remote Party, and (ii) such Person shall not commence or join with any other Person in commencing any proceeding against such Bankruptcy Remote Party under any bankruptcy, reorganization, liquidation or insolvency law or statute now or hereafter in effect in any jurisdiction. This Certificate may not be acquired by or for the account of or with the assets of (a) an employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to ~~certain limitations therein set forth~~the provisions of Title I of ERISA, (b) a plan described in Section 4975(e)(1) of the Code or (c) any entity (including, without limitation, any insurance company general account) whose underlying assets include plan assets by reason of an employee benefit plan’s or other plan’s investment in the entity (each, a “Benefit Plan”). By accepting and holding this Certificate, the ~~transfer~~ holder hereof shall be deemed to have represented and warranted that it is not a Benefit Plan and is not purchasing on behalf of ~~this Certificate~~ a Benefit Plan. It is ~~registrable in~~ the ~~Certificate Register upon surrender of this Certificate for registration of transfer at the Corporate Trust Office~~ intention of the ~~Certificate Registrar, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory~~ parties to the ~~Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney duly authorized in writing~~Trust Agreement that, solely for income and thereupon one or more new Certificates of the same Class in authorized denominations will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreementfranchise tax purposes, the Certificates are issuable in fully registered form only, without coupons, in minimum denominations specified in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates. Notwithstanding the foregoing, for (i) so long as ~~this Certificate~~ there is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book entry facilities of DTC. The Depositora single Certificateholder, the ~~Master Servicer~~Issuer will be disregarded as an entity separate from such Certificateholder, and if there is more than one Certificateholder, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating Agent and any of their agents may treat the Person in whose name this Certificate is registered Issuer will be treated as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating Agent or any such agents shall be affected by notice to the contrary. The obligations and responsibilities of the Trustee and the Certificate Administrator created hereby (other than the obligation of the Certificate Administrator, to make payments to the Class R Certificateholders, as set forth in Section 11.3 of the Pooling and Servicing Agreement and other than the obligations in the nature of information or tax reporting) shall terminate on the earliest of (i) the later of (A) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust (and final distribution to the Certificateholders) and (B) the disposition of all REO Property (and final distribution to the Certificateholders), a partnership; (ii) the ~~sale of the property held by the Trust in accordance with Section 11.1(b) of the Pooling~~ Seller will be disregarded as an entity separate from COAF; and ~~Servicing Agreement,~~ (iii) the ~~termination~~ Notes will be characterized as debt. By accepting this Certificate, the Certificateholder agrees to take no action inconsistent with the foregoing intended tax treatment. By accepting this Certificate, the Certificateholder acknowledges that this Certificate represents a beneficial interest in the Issuer only and does not represent interests in or obligations of the Seller, the Servicer, the Administrator, the Owner Trustee, the Indenture Trustee or any of their respective Affiliates and no recourse may be had against such parties or their assets, except as expressly set forth or contemplated in this Certificate, the Trust ~~pursuant to Section 11.1(c) of the Pooling and Servicing~~ Agreement or (iv) voluntary exchange by the Sole Certificateholder of all the outstanding Certificates (other than the Class R Certificates) for the remaining Mortgage Loans and REO Properties in the Trust Fund pursuant to the terms of Section 11.1(d) of the Pooling and Servicing Agreement; provided that in no event shall the Trust continue beyond the expiration of 21 years from the death of the last survivor of the descendants of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the late Ambassador of the United States to the Court of St. ▇▇▇▇▇, living on the date hereof. The parties designated in the Pooling and Servicing Agreement may exercise their option to purchase the Mortgage Loans and any other property remaining in the Trust and cause the termination of the Trust in accordance with the requirements set forth in the Pooling and Servicing Agreement. Upon termination of the Trust and payment of the Certificates and of all administrative expenses associated with the Trust, any remaining assets of the Trust shall be distributed to the holders of the Class R Certificates. The Certificate Registrar has executed this Certificate under the Pooling and Servicing AgreementTransaction Document.

Appears in 1 contract

Sources: Trust Agreement (Capital One Prime Auto Receivables Trust 2004-2)

Certificate. evidencing a beneficial ownership interest in a ~~New York common law trust (the “~~Trust”), consisting primarily of a pool of commercial and multifamily mortgage loans (the “"Mortgage Loans”") and certain other property, formed and sold by BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC. THIS CERTIFIES THAT CEDE & CO▇▇. is ▇▇ the registered owner of the interest evidenced by this ~~commercial mortgage pass-through certificate (this “Certificate”), which has been~~ Certificate in the Class X-1 Certificates issued by the Trust created pursuant to the Pooling and Servicing Agreement, dated as specified above (the “"Pooling and Servicing Agreement”"), ~~between Banc of America~~ among Bear Stearns Commercial Mortgage Securities Inc. (hereinafter called the "De▇▇▇▇▇▇▇ ▇~~▇▇▇▇ Commercial Mortgage Inc. (hereinafter called the “Depositor”,~~ ," which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Paying Agent, the Certificate Registrar, the Master ~~Servicer,~~ Servicer and the Special Servicer~~, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar and the Authenticating Agent~~, a summary of certain of the pertinent provisions of which is set forth hereafter. The Trust consists primarily of the Mortgage Loans, such amounts as shall from time to time be held in the ~~Collection~~ Certificate Account and Distribution Account, the Insurance Policies and any REO Properties. To the extent not defined herein, the capitalized terms used herein have the ~~respective~~ meanings assigned in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the "Certificates") and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage obtained by dividing the Notional Amount of this Certificate specified on the face hereof by the initial aggregate Notional Amount of the Class X-1 Certificates. The Certificates are designated as the Bear Stearns Commercial Mortgage Securities Inc., Commercial Mortgage Pass-T▇▇▇▇▇▇ ~~▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C8, Commercial Mortgage Pass-Through~~ Certificates, Series ~~2013~~2006-~~C8 (herein called the “Certificates”). The Certificates~~ TOP24 and are issued in the Classes specified in the Pooling and Servicing ~~Agreement and~~ Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership of the Trust. This Certificate represents an interest in the Class A-3 Certificates equal to the quotient expressed as a percentage obtained by dividing the initial Certificate Balance of this Certificate specified on the face hereof by the initial Aggregate Certificate Balance of the Class A-3 Certificates. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that ~~agreement~~ Agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the ~~parties thereto~~Trustee and the Paying Agent. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the ~~Holder of this Certificate~~ Certificateholder by virtue of the acceptance hereof assents and by which ~~such Holder~~ the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. Distributions of ~~principal of and~~ interest on this Certificate will be made out of the Available Distribution Amount, to the extent and subject to the limitations set forth in the Pooling and Servicing Agreement, on the ~~4th~~ 12th day of each month or, if such 12th day is not a Business Day, the next succeeding Business Day ~~after the related Determination Date~~ (a “"Distribution Date”") commencing on the ~~First~~ first Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the ~~applicable~~ last Business Day of the month immediately preceding the month of such distribution (the "Record Date~~. The Determination Date is the 11th day of each month, or, if the 11th day is not a Business Day, the next succeeding Business Day (a “Determination Date”~~")~~, commencing on March 11, 2013~~. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the ~~related~~ Pass-Through Rate specified above on the ~~Certificate Balance~~ Notional Amount of this Certificate immediately prior to each Distribution Date. ~~Principal and interest~~ Interest allocated to this Certificate on any Distribution Date will be in an amount due to this Certificate’s 's pro rata share of the amount to be distributed on the Certificates of this Class ~~A-3 Certificates~~ as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. ~~Collateral Support Deficits~~ Realized Losses and interest shortfalls on the Mortgage Loans shall be allocated on the applicable Distribution Date to ~~the respective Classes of Principal Balance Certificates~~ Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All ~~Collateral Support Deficits~~ Realized Losses and interest shortfalls on the Mortgage Loans allocated to any Class of ~~Principal Balance~~ Certificates will be allocated pro rata among the outstanding Certificates of such Class. The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the ~~Collection~~ Certificate Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust. All distributions under the Pooling and Servicing Agreement to a nominee of The Depository Trust Company (“"DTC”") will be made by or on behalf of the Certificate Administrator by check mailed to such ▇▇▇▇▇▇’s address as it appears on the Certificate Register of the Certificate Registrar or, upon written request to the Certificate Administrator on or prior to the related Record Date (or upon standing instructions given to the Certificate Administrator on the Closing Date prior to any Record Date, which instructions may be revoked at any time thereafter upon written notice to the Certificate Administrator five (5) days prior to the related Record Date) made by a Certificateholder Paying Agent by wire transfer in immediately available funds to an account specified in the request of such Certificateholder. All distributions under the Pooling and Servicing Agreement to Certificateholders will be made by wire transfer in immediately available funds to the account specified by the Certificateholder, at a bank or other entity having appropriate facilities therefor, if such Certificateholder will have provided the Paying Agent with wiring instructions on or prior to the related Record Date or otherwise by check mailed to such Certificateholder. Notwithstanding the above, the final distribution on any Certificate will be made only upon presentation and surrender of such Certificate at the location that will be specified in a notice of the pendency of such final distribution. [Until this Regulation S Temporary Global Certificate is exchanged for one or more Regulation S Permanent Global Certificates, the Holder hereof shall not be entitled to receive payments hereon; until so exchanged in full, this Regulation S Temporary Global Certificate shall in all other respects be entitled to the same benefits as other Certificates under the Pooling and Servicing Agreement.] The Pooling and Servicing Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Certificateholders under the Pooling and Servicing Agreement at any time by the parties thereto with the consent of the Holders of not less than 51% of the ~~aggregate Voting Rights~~ Aggregate Certificate Balance of the Certificates then outstanding, as specified in the Pooling and Servicing Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon the Certificate. The Pooling and Servicing Agreement also permits the amendment thereof, in certain circumstances, without the consent of the Holders of any of the Certificates. [This Regulation S Temporary Global Certificate is exchangeable in whole or in part for one or more Global Certificates only (i) on or after the termination of the 40-day distribution compliance period (as defined in Regulation S) and (ii) upon presentation of a Regulation S Certificate (as defined in the Pooling Agreement) required by Article III of the Pooling and Servicing Agreement. Upon exchange of this Regulation S Temporary Global Certificate for one or more Global Certificates, the Trustee shall cancel this Regulation S Temporary Global Certificate.] As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the Corporate Trust Office of the Certificate Registrar, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s 's attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreement, the Class X-1 Certificates ~~are issuable~~ will be issued in ~~fully registered form only, without coupons,~~ denominations of $100,000 initial Notional Amount and in ~~minimum denominations specified~~ any whole dollar denomination in ~~the Pooling and Servicing Agreement~~excess thereof. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates. Notwithstanding the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book entry facilities of DTC. The Depositor, the Trustee, the Paying Agent, the Master Servicer, the Special ~~Servicer, the Trust Advisor, the Trustee, the Custodian,~~ Servicer and the Certificate ~~Administrator, the Certificate Registrar, the Authenticating Agent~~ Registrar and any of their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and ~~none of~~ neither the Depositor, the Trustee, the Paying Agent, the Master Servicer, the Special Servicer, the ~~Trust Advisor, the Trustee, the Custodian, the~~ Certificate ~~Administrator, the Certificate Registrar, the Authenticating Agent or~~ Registrar nor any such agents shall be affected by notice to the contrary. The obligations and responsibilities of the Trustee and the ~~Certificate Administrator~~ Paying Agent created hereby (other than the obligation of the ~~Certificate Administrator,~~ Paying Agent to make payments to the ~~Class R Certificateholders,~~ Certificateholders as set forth in Section ~~11.3~~ 10.2 of the Pooling and Servicing Agreement and other than the obligations in the nature of information or tax reporting) shall terminate on the earliest of (i) the later of (A) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust ~~(and final distribution to the Certificateholders)~~ and (B) the disposition of all REO Property ~~(and final distribution to the Certificateholders),~~ or (ii) the sale of the property held by the Trust in accordance with Section ~~11.1(b~~10.1(b) or 10.1(c) of the Pooling and Servicing ~~Agreement,~~ Agreement or (iii) the termination of the Trust pursuant to Section 11.1(c) of the Pooling and Servicing Agreement or (iv) voluntary exchange by the Sole Certificateholder of all the outstanding Certificates (other than the Class R Certificates) for the remaining Mortgage Loans and REO Properties in the Trust Fund pursuant to the terms of Section 11.1(d10.1(d) of the Pooling and Servicing Agreement; provided that in no event shall the Trust continue beyond the expiration of 21 years from the death of the last survivor of the descendants of ~~▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇~~Joseph P. Kennedy, the late Ambassador of the United States to the ~~Court of St.~~ Cour▇ ▇▇ ▇▇. ▇▇▇▇▇, ~~living~~ ▇iving on the date hereof. The parties designated in the Pooling ~~and~~ ▇▇▇ Servicing Agreement may exercise their option to purchase the Mortgage Loans and any other property remaining in the Trust and cause the termination of the Trust in accordance with the requirements set forth in the Pooling and Servicing Agreement. Upon termination of the Trust and payment of the Certificates and of all administrative expenses associated with the Trust, any remaining assets of the Trust shall be distributed to the holders of the ~~Class R~~ Residual Certificates. The Certificate Registrar has executed this Certificate under the Pooling and Servicing Agreement. THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Bear Stearns Commercial Mortgage Securities Trust 2006-Top24)

Certificate. evidencing a beneficial ownership interest in a ~~New York common law trust (the “~~Trust”), consisting primarily of a pool of commercial and multifamily mortgage loans (the “"Mortgage Loans”") and certain other property, formed and sold by BEAR ▇▇▇▇▇▇▇ COMMERCIAL MORTGAGE SECURITIES INC. THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced by this ~~commercial mortgage pass-through certificate (this “Certificate”), which has been~~ Certificate in the Class X-2 Certificates issued by the Trust created pursuant to the Pooling and Servicing Agreement, dated as specified above (the “"Pooling and Servicing Agreement”"), ~~between Banc of America~~ among Bear ▇▇▇▇▇▇▇ ~~▇▇▇▇▇~~ Commercial Mortgage Securities Inc. (hereinafter called the “"Depositor”, ," which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Fiscal Agent, the Paying Agent, the Certificate Registrar, the Master ~~Servicer,~~ Servicer and the Special Servicer~~, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar and the Authenticating Agent~~, a summary of certain of the pertinent provisions of which is set forth hereafter. The Trust consists primarily of the Mortgage Loans, such amounts as shall from time to time be held in the ~~Collection~~ Certificate Account and Distribution Account, the Insurance Policies and any REO Properties. To the extent not defined herein, the capitalized terms used herein have the ~~respective~~ meanings assigned in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as Certificates of the ~~▇▇▇▇▇▇~~ series specified on the face hereof (herein called the "Certificates") and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage obtained by dividing the Notional Amount of this Certificate specified on the face hereof by the initial aggregate Notional Amount of the Class X-2 Certificates. The Certificates are designated as the Bear ▇▇▇▇▇▇▇ ~~Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C8~~Commercial Mortgage Securities Inc., Commercial Mortgage Pass-Through Certificates, Series ~~2013~~2004-~~C8 (herein called the “Certificates”). The Certificates~~ TOP14 and are issued in the Classes specified in the Pooling and Servicing ~~Agreement and~~ Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership of the Trust. This Certificate represents an interest in the Class A-3 Certificates equal to the quotient expressed as a percentage obtained by dividing the initial Certificate Balance of this Certificate specified on the face hereof by the initial Aggregate Certificate Balance of the Class A-3 Certificates. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that ~~agreement~~ Agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the ~~parties thereto~~Trustee and the Paying Agent. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the ~~Holder of this Certificate~~ Certificateholder by virtue of the acceptance hereof assents and by which ~~such Holder~~ the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. Distributions of ~~principal of and~~ interest on this Certificate will be made out of the Available Distribution Amount, to the extent and subject to the limitations set forth in the Pooling and Servicing Agreement, on the ~~4th~~ 12th day of each month or, if such 12th day is not a Business Day, the next succeeding Business Day ~~after the related Determination Date~~ (a “"Distribution Date”") commencing on the ~~First~~ first Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the ~~applicable~~ last Business Day of the month immediately preceding the month of such distribution (the "Record Date~~. The Determination Date is the 11th day of each month, or, if the 11th day is not a Business Day, the next succeeding Business Day (a “Determination Date”~~")~~, commencing on March 11, 2013~~. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the ~~related~~ Pass-Through Rate specified above on the ~~Certificate Balance~~ Notional Amount of this Certificate immediately prior to each Distribution Date. ~~Principal and interest~~ Interest allocated to this Certificate on any Distribution Date will be in an amount due to this Certificate’s 's pro rata share of the amount to be distributed on the Certificates of this Class ~~A-3 Certificates~~ as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. ~~Collateral Support Deficits~~ Realized Losses and interest shortfalls on the Mortgage Loans shall be allocated on the applicable Distribution Date to ~~the respective Classes of Principal Balance Certificates~~ Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All ~~Collateral Support Deficits~~ Realized Losses and interest shortfalls on the Mortgage Loans allocated to any Class of ~~Principal Balance~~ Certificates will be allocated pro rata among the outstanding Certificates of such Class. The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the ~~Collection~~ Certificate Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust. All distributions under the Pooling and Servicing Agreement to a nominee of The Depository Trust Company (“"DTC”") will be made by or on behalf of the Certificate Administrator by check mailed to such ▇▇▇▇▇▇’s address as it appears on the Certificate Register of the Certificate Registrar or, upon written request to the Certificate Administrator on or prior to the related Record Date (or upon standing instructions given to the Certificate Administrator on the Closing Date prior to any Record Date, which instructions may be revoked at any time thereafter upon written notice to the Certificate Administrator five (5) days prior to the related Record Date) made by a Certificateholder Paying Agent by wire transfer in immediately available funds to an account specified in the request of such Certificateholder. All distributions under the Pooling and Servicing Agreement to Certificateholders will be made by wire transfer in immediately available funds to the account specified by the Certificateholder, at a bank or other entity having appropriate facilities therefor, if such Certificateholder will have provided the Paying Agent with wiring instructions on or prior to the related Record Date or otherwise by check mailed to such Certificateholder. Notwithstanding the above, the final distribution on any Certificate will be made only upon presentation and surrender of such Certificate at the location that will be specified in a notice of the pendency of such final distribution. The Pooling and Servicing Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Certificateholders under the Pooling and Servicing Agreement at any time by the parties thereto with the consent of the Holders of not less than 51% of the ~~aggregate Voting Rights~~ Aggregate Certificate Balance of the Certificates then outstanding, as specified in the Pooling and Servicing Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon the Certificate. The Pooling and Servicing Agreement also permits the amendment thereof, in certain circumstances, without the consent of the Holders of any of the Certificates. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the Corporate Trust Office of the Certificate Registrar, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s 's attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreement, the Class X-2 Certificates ~~are issuable~~ will be issued in ~~fully registered form only, without coupons,~~ denominations of $100,000 initial Notional Amount and in ~~minimum denominations specified~~ any whole dollar denomination in ~~the Pooling and Servicing Agreement~~excess thereof. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates. Notwithstanding the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book entry facilities of DTC. The Depositor, the Trustee, the Fiscal Agent, the Paying Agent, the Master Servicer, the Special ~~Servicer, the Trust Advisor, the Trustee, the Custodian,~~ Servicer and the Certificate ~~Administrator, the Certificate Registrar, the Authenticating Agent~~ Registrar and any of their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and ~~none of~~ neither the Depositor, the Trustee, the Fiscal Agent, the Paying Agent, the Master Servicer, the Special Servicer, the ~~Trust Advisor, the Trustee, the Custodian, the~~ Certificate ~~Administrator, the Certificate Registrar, the Authenticating Agent or~~ Registrar nor any such agents shall be affected by notice to the contrary. The obligations and responsibilities of the Trustee and the ~~Certificate Administrator~~ Paying Agent created hereby (other than the obligation of the ~~Certificate Administrator,~~ Paying Agent to make payments to the ~~Class R Certificateholders,~~ Certificateholders as set forth in Section ~~11.3~~ 10.2 of the Pooling and Servicing Agreement and other than the obligations in the nature of information or tax reporting) shall terminate on the earliest of (i) the later of (A) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust ~~(and final distribution to the Certificateholders)~~ and (B) the disposition of all REO Property ~~(and final distribution to the Certificateholders),~~ or (ii) the sale of the property held by the Trust in accordance with Section ~~11.1(b~~10.1(b) of the Pooling and Servicing ~~Agreement,~~ Agreement or (iii) the termination of the Trust pursuant to Section 11.1(c) of the Pooling and Servicing Agreement or (iv) voluntary exchange by the Sole Certificateholder of all the outstanding Certificates (other than the Class R Certificates) for the remaining Mortgage Loans and REO Properties in the Trust Fund pursuant to the terms of Section 11.1(d10.1(c) of the Pooling and Servicing Agreement; provided that in no event shall the Trust continue beyond the expiration of 21 years from the death of the last survivor of the descendants of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the late Ambassador of the United States to the Court of St. ▇▇▇▇▇, living on the date hereof. The parties designated in the Pooling and Servicing Agreement may exercise their option to purchase the Mortgage Loans and any other property remaining in the Trust and cause the termination of the Trust in accordance with the requirements set forth in the Pooling and Servicing Agreement. Upon termination of the Trust and payment of the Certificates and of all administrative expenses associated with the Trust, any remaining assets of the Trust shall be distributed to the holders of the ~~Class R~~ Residual Certificates. The Certificate Registrar has executed this Certificate under the Pooling and Servicing Agreement. THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Bear Stearns Commercial Mortgage Sec Inc Trust 2004 Top14)

Certificate. ~~evidencing~~ Evidencing an Undivided Interest in a ~~beneficial ownership~~ trust, the corpus of which consists of a portfolio of MasterCard(R) and VISA(R)* credit card receivables generated or acquired by Chase Manhattan Bank USA, National Association ("Chase USA") and other assets and interests constituting the Trust under the Pooling and Servicing Agreement described below. (Not an interest in ~~a New York common law trust~~ or obligation of Chase USA or any Affiliate thereof.) This certifies that CHASE CREDIT CARD OWNER TRUST 2003-3 (the ~~“Trust”), consisting primarily of a pool of commercial and multifamily mortgage loans (the “Mortgage Loans”~~"Certificateholder") ~~and certain other property, formed and sold by THIS CERTIFIES THAT CEDE & CO.~~ is the registered owner of ~~this commercial mortgage pass-through certificate~~ an Undivided Interest in a trust (~~this “Certificate”~~the "Trust"), the corpus of which ~~has been issued~~ consists of a portfolio of receivables (the "Receivables") now existing or hereafter created and arising in connection with selected MasterCard and VISA credit card accounts (the "Accounts") of Chase USA, all monies due or to become due in payment of the Receivables (including all Finance Charge Receivables), the right to certain amounts received as Interchange and Recoveries (if any), all proceeds of the foregoing and the other assets and interests constituting the Trust pursuant to the Third Amended and Restated Pooling and Servicing Agreement dated as of November 15, 1999 as amended by the First Amendment thereto dated as of March 31, 2001, and the Second Amendment thereto dated as of March 1, 2002 as supplemented by the Series 2003-3 Supplement dated as of June 25, 2003 (collectively, the "Pooling and Servicing Agreement"), ~~dated~~ by and among Chase USA, as ~~specified above~~ Transferor on and after June 1, 1996, JPMorgan Chase Bank, as Transferor prior to June 1, 1996 and as Servicer, and The Bank of New York, as Trustee (the ~~“Pooling and Servicing Agreement”~~"Trustee"), between Banc of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Commercial Mortgage Inc. (hereinafter called the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement), the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar and the Authenticating Agent, a summary of certain of the pertinent provisions of which is set forth hereafter. The Trust consists primarily of the Mortgage Loans, such amounts as shall from time to time be held in the Collection Account and Distribution Account, the Insurance Policies and any REO Properties. To the extent not defined herein, ~~the~~ capitalized terms used herein have the respective meanings assigned to them in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C8, Commercial Mortgage Pass-Through Certificates, Series 2013-C8 (herein called the “Certificates”). The Certificates are issued in the Classes specified in the Pooling and Servicing Agreement and will evidence in the aggregate 100% of the beneficial ownership of the Trust. This Certificate represents an interest in the Class A-3 Certificates equal to the quotient expressed as a percentage obtained by dividing the initial Certificate Balance of this Certificate specified on the face hereof by the initial Aggregate Certificate Balance of the Class A-3 Certificates. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the parties thereto. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the ~~Holder of this Certificate~~ Certificateholder by virtue of the acceptance hereof assents and by which ~~such Holder~~ the Certificateholder is bound. In This Certificate is a duly authorized Investor Certificate entitled "Series 2003-3 Certificate" (the ~~case of any conflict between terms specified~~ "Certificate"), which represents an Undivided Interest in ~~this Certificate~~ the Trust, including the right to receive the Collections and ~~terms~~ other amounts allocated to the Certificates at the times and in the amounts specified in the Pooling and Servicing ~~Agreement~~Agreement and to be deposited in the Investor Accounts, the ~~terms~~ Principal Funding Account and the Accumulation Period Reserve Account or paid to the Certificateholder. -------- * MasterCard(R)and VISA(R)are federally registered servicemarks of MasterCard International Inc. and of Visa U.S.A., Inc., respectively. The aggregate interest represented by the Certificate at any time in the Principal Receivables in the Trust shall not exceed an amount equal to the Investor Interest at such time. As of the Closing Date, the Initial Investor Interest is $1,425,000,000. The Investor Interest on any date of determination will be an amount equal to (a) the Initial Investor Interest minus (b) the aggregate amount of principal payments made to the Certificateholder prior to such date, and minus (c) the excess, if any, of the aggregate amount of Investor Charge-Offs and Reallocated Principal Collections over Investor Charge-Offs and Reallocated Principal Collections reimbursed prior to such date of determination; provided, however, that the Investor Interest may not be reduced below zero. For the purpose of allocating Collections of Finance Charge Receivables and Receivables in Defaulted Accounts for each Monthly Period during the Controlled Accumulation Period, the Investor Interest will be further reduced (such reduced amount, the "Adjusted Investor Interest") by the aggregate principal amount of funds on deposit in the Principal Funding Account. In addition to the Certificate, the Transferor will retain an undivided interest in the Trust pursuant to the Pooling and Servicing Agreement. The Transferor Interest is the interest in the Principal Receivables not represented by all of the Investor Certificates issued by the Trust. The Transferor Interest may be exchanged by the Transferor pursuant to the Pooling and Servicing Agreement ~~shall govern. Distributions~~ for a newly issued Series of ~~principal of~~ Investor Certificates and ~~interest on this Certificate will be made out of~~ a reduced Transferor Interest upon the Available Distribution Amount, to the extent and subject to the limitations set forth in the Pooling and Servicing Agreement, on the 4th Business Day after the related Determination Date (a “Distribution Date”) commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered on the applicable Record Date. The Determination Date is the 11th day of each month, or, if the 11th day is not a Business Day, the next succeeding Business Day (a “Determination Date”), commencing on March 11, 2013. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the related Pass-Through Rate on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount due to this Certificate’s pro rata share of the amount to be distributed on the Class A-3 Certificates as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as conditions set forth in the Pooling and Servicing Agreement. ~~Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate~~ The Trust shall ~~not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. Collateral Support Deficits shall be allocated on the applicable Distribution Date~~ pay to the ~~respective Classes~~ Series 2003-3 Certificateholder an amount equal to the sum of ~~Principal Balance Certificates in~~ the ~~manner set forth in~~ Class A Note Interest Requirement, the ~~Pooling~~ Class B Note Interest Requirement and ~~Servicing Agreement. All Collateral Support Deficits allocated~~ the Net Class C Note Interest Requirement, with respect to any Class of Principal Balance Certificates will be allocated pro rata among the outstanding Certificates of such Class. The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loanseach Interest Period, ~~all~~ as more specifically set forth in the Pooling and Servicing Agreement (collectively, the "Note Interest Amount"), and will be distributed on the Business Day preceding August 15, 2003 and the 15th day of each calendar month thereafter, or if such day is not a Business Day, on the next succeeding Business Day (a "Distribution Date"), to the Certificateholder of record as of the last Business Day of the calendar month preceding such Distribution Date (the "Record Date"). During the Rapid Amortization Period, in addition to the Note Interest Amount, principal will be distributed to the Certificateholder on each Distribution Date to the extent of Available Investor Principal Collections until the Certificate has been paid in full. During the Controlled Accumulation Period, in addition to monthly payments of the Note Interest Amounts, the amount on deposit in the Principal Funding Account will be distributed as principal to the Certificateholder on the Business Day preceding the June 2008 Distribution Date (the "Scheduled Principal Allocation Commencement Date"), unless distributed earlier as a result of the occurrence of a Pay Out Event in accordance with the Pooling and Servicing Agreement. As On or before each Transfer Date, the Servicer shall instruct the Trustee in writing to withdraw and the Trustee, acting in accordance with such instructions, shall withdraw on such Transfer Date, from the Finance Charge Account to the extent of funds on deposit therein (i) Collections of Finance Charge Receivables processed as of the end of the preceding Monthly Period which have been allocated to the Series 2003-3 Certificate, (ii) from other amounts constituting Available Investor Finance Charge Collections, the sum of (A) the Class A Note Interest Requirement, (B) the Class B Note Interest Requirement, and (C) the Net Class C Note Interest Requirement. On each Transfer Date, the Trustee or the Paying Agent shall apply the Available Investor Finance Charge Collections withdrawn from the Finance Charge Account, as required by the Pooling and Servicing Agreement, in the following order of priority: (i) an amount equal to the Class A Note Interest Requirement for the related Payment Date, (ii) an amount equal to the Class B Note Interest Requirement for the related Payment Date, (iii) the amount of any Net Investor Servicing Fee for such Transfer Date plus the amount of any Net Investor Servicing Fee due but not paid on any prior Transfer Date, (iv) an amount equal to the Net Class C Note Interest Requirement for the related Payment Date, (v) an amount equal to the Investor Default Amount, if any, for the preceding Monthly Period, (vi) an amount equal to the sum of the Investor Charge-Offs and the amount of Reallocated Principal Collections which have not been previously reimbursed, (vii) in accordance with the terms of the Pooling and Servicing Agreement, an amount equal to the excess of the Required Accumulation Period Reserve Account Amount over the Available Accumulation Period Reserve Account Amount and (viii) the excess, if any, of the Required Owner Trust Spread Account Amount over the amount then on deposit in the Owner Trust Spread Account. On or before the Transfer Date immediately succeeding the Monthly Period in which the Controlled Accumulation Period or the Rapid Amortization Period commences and on or before each Transfer Date thereafter, the Servicer shall instruct the Trustee in writing to withdraw, and the Trustee, acting in accordance with such instructions, shall withdraw on such Transfer Date from the Principal Account an amount equal to the least of (a) the Available Investor Principal Collections on deposit in the Principal Account, (b) the applicable Controlled Deposit Amount and (c) the Adjusted Investor Interest prior to any deposits on such date and from such amounts, and (i) during the Controlled Accumulation Period, deposit such amount into the Principal Funding Account, and (ii) during the Rapid Amortization Period, pay such amount to the Certificateholder. Distributions with respect to this Series 2003-3 Certificate will be made by the Trustee by, except as otherwise provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust. All distributions under the Pooling and Servicing Agreement to a nominee of The Depository Trust Company (“DTC”) will be made by wire transfer or ~~on behalf of the Certificate Administrator by~~ check mailed to ~~such ▇▇▇▇▇▇’s~~ the address ~~as it appears on~~ of the Series 2003-3 Certificateholder of record appearing in the Certificate Register of the Certificate Registrar or, upon written request to the Certificate Administrator on or prior to the related Record Date (or upon standing instructions given to the Certificate Administrator on the Closing Date prior to any Record Date, which instructions may be revoked at any time thereafter upon written notice to the Certificate Administrator five (5) days prior to the related Record Date) made by a Certificateholder by wire transfer in immediately available funds to an account specified in the request of such Certificateholder. Notwithstanding the above, and except for the final distribution ~~on any Certificate will be made only upon~~ in respect of this Series 2003-3 Certificate, without the presentation ~~and~~ or surrender of ~~such~~ this Series 2003-3 Certificate at or the ~~location that will be specified~~ making of any notation thereon. This Certificate represents an interest in ~~a notice of~~ only the ~~pendency of such final distribution~~Chase Credit Card Master Trust. ~~The Pooling and Servicing Agreement permits~~This Certificate does not represent an obligation of, ~~with certain exceptions therein provided~~or an interest in, the ~~amendment thereof~~ Transferor or the Servicer, and neither the ~~modification of~~ Certificate nor the ~~rights and obligations of the Certificateholders under the Pooling and Servicing Agreement at any time~~ Accounts or Receivables are insured or guaranteed by the ~~parties thereto with~~ Federal Deposit Insurance Corporation or any other governmental agency. This Series 2003-3 Certificate is limited in right of payment to certain collections respecting the ~~consent of the Holders of not less than 51% of the aggregate Voting Rights of the Certificates then outstanding~~Receivables, all as ~~specified~~ more specifically set forth hereinabove and in the Pooling and Servicing Agreement. ~~Any such consent by the Holder~~ The Transfer of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon the Certificate. The Pooling and Servicing Agreement also permits the amendment thereof, in certain circumstances, without the consent of the Holders of any of the Certificates. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable registered in the Certificate Register upon surrender of this ~~Certificate for registration of transfer at~~ agency maintained by the ~~Corporate Trust Office of the Certificate Registrar, duly endorsed by, or~~ Transfer Agent and Registrar accompanied by ~~an assignment in the form below or other~~ a written instrument of transfer in a form satisfactory to the ~~Certificate~~ Trustee and the Transfer Agent and Registrar duly executed by the ~~Holder hereof~~ Certificateholder or such ~~Holder’s attorney~~ Certificateholder's attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of authorized denominations and for the same ~~Class in authorized denominations~~ aggregate Undivided Interests will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreement, the Certificates are issuable in fully registered form only, without coupons, in minimum denominations specified in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates. Notwithstanding the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book entry facilities of DTC. The ~~Depositor, the Master~~ Servicer, the ~~Special Servicer,~~ Trustee and the ~~Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate~~ Transfer Agent and Registrar, ~~the Authenticating Agent~~ and any agent of ~~their agents~~ any of them, may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and ~~none of~~ neither the ~~Depositor, the Master~~ Servicer~~, the Special Servicer, the Trust Advisor~~, the Trustee, the ~~Custodian~~Paying Agent, the ~~Certificate Administrator, the Certificate~~ Transfer Agent and Registrar, ~~the Authenticating Agent~~ nor any agent of any of them or of any such ~~agents~~ agent shall be affected by notice to the contrary. The obligations and responsibilities of the Trustee and the Certificate Administrator created hereby (other than the obligation of the Certificate Administrator, to make payments to the Class R Certificateholders, as set forth contrary except in ~~Section 11.3 of the Pooling and Servicing Agreement and other than the obligations~~ certain circumstances described in the nature of information or tax reporting) shall terminate on the earliest of (i) the later of (A) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust (and final distribution to the Certificateholders) and (B) the disposition of all REO Property (and final distribution to the Certificateholders), (ii) the sale of the property held by the Trust in accordance with Section 11.1(b) of the Pooling and Servicing Agreement~~, (iii)~~ . The Pooling and Servicing Agreement provides that the right of the Series 2003-3 Certificateholder to receive payment from the Trust will terminate on the first Business Day following the Series 2003-3 Termination Date. Upon the termination of the Trust pursuant to Section 11.1(c) of the Pooling and Servicing Agreement or (iv) voluntary exchange by the Sole Certificateholder of all the outstanding Certificates (other than the Class R Certificates) for the remaining Mortgage Loans and REO Properties in the Trust Fund pursuant to the terms of Section 11.1(d) 12.1 of the Pooling and Servicing Agreement~~; provided that in no event~~ , the Trustee shall assign and convey to the ~~Trust continue beyond the expiration of 21 years from the death~~ Holder of the ~~last survivor of the descendants of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇~~Transferor Certificate (without recourse, ~~the late Ambassador of the United States to the Court of St. ▇▇▇▇▇~~representation or warranty) all right, ~~living on the date hereof. The parties designated in the Pooling~~ title and ~~Servicing Agreement may exercise their option to purchase the Mortgage Loans and any other property remaining in the Trust and cause the termination~~ interest of the Trust in ~~accordance with~~ the ~~requirements set forth~~ Receivables, whether then existing or thereafter created, and all proceeds of such Receivables and Insurance Proceeds relating to such Receivables. The Trustee or the Paying Agent shall execute and deliver such instruments of transfer and assignment, in each case without recourse, as shall be prepared by the Servicer reasonably requested by the Holder of the Transferor Certificate to vest in such Holder all right, title and interest which the Trustee had in the ~~Pooling and Servicing Agreement~~Receivables. ~~Upon termination~~ This Series 2003-3 Certificate is a security governed by Article 8 of the ~~Trust and payment~~ Delaware Uniform Commercial Code, as amended from time to time. The foregoing declaration shall not be amended, modified, revoked or otherwise changed during the effectiveness of the ~~Certificates and of all administrative expenses associated with~~ Series Supplement without the ~~Trust, any remaining assets~~ prior written consent of the ~~Trust shall be distributed to~~ Indenture Trustee. Unless the ~~holders~~ certificate of authentication hereon has been executed by or on behalf of the ~~Class R Certificates. The Certificate Registrar has executed~~ Trustee, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement, or be valid for any purpose.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Chase Manhattan Bank Usa)

Certificate. ~~evidencing a beneficial ownership interest in a New York common law trust (~~The undersigned hereby agree, acknowledge and certify that the ~~“Trust”)~~foregoing Agreement constitutes the Operating Agreement of Silver Mesa at Palomino Park LLC adopted by the Members of the Company effective as of December 10, ~~consisting primarily of a pool of commercial and multifamily mortgage loans (the “Mortgage Loans”) and certain other property, formed and sold by THIS CERTIFIES THAT CEDE & CO~~1998. is the registered owner of this commercial mortgage pass-through certificate (this “Certificate”), which has been issued pursuant to the Pooling and Servicing Agreement, dated as specified above (the “Pooling and Servicing Agreement”), between Banc of America /s/ Al Feld ----------------------------------------- Al Feld WELLSFORD ▇▇▇▇ ▇▇GHLANDS CORP., a Colorado corporation By: /s/ David M. Strong ----------------------------------------- David M. Strong, Vice President ▇▇▇▇▇ ▇▇ COLORADO ) ) ss. COUNTY OF Denver ) The foregoing operating agreement was acknowledged before me this 17th day of December, 1998 by Al Feld. WITNESS my hand ▇▇▇ ▇▇▇icial seal. My commission expires: 9/14/99 /s/ ------------------------------------------ Notary Public STATE OF COLORADO ) ) ss. CITY AND COUNTY OF DENVER ) The foregoing operating agreement was acknowledged before me this 16th day of December, 1998 by David M. Strong as Vice Pres▇▇▇▇▇ Commercial Mortgage Inc. (hereinafter called the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement), the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar and the Authenticating Agent, a summary of certain of the pertinent provisions of which is set forth hereafter. The Trust consists primarily of the Mortgage Loans, such amounts as shall from time to time be held in the Collection Account and Distribution Account, the Insurance Policies and any REO Properties. To the extent not defined herein, the capitalized terms used herein have the respective meanings assigned in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as the ▇▇▇▇▇▇ ▇▇▇▇▇~~▇▇ Bank of America ▇▇▇~~ford Park Highlands Corp., a Colorado corporation. WITNESS my hand and official seal. My commission expires: 11/25/2001 /s/ ------------------------------------------ Notary Public GUARANTY By its execution hereof, WELLSFORD REAL PROPERTIES, INC., a Colorado corporation ("WRP"), hereby guarantees to Al Feld ("Feld") that Wellsford ▇▇▇▇ ▇igh▇▇▇~~▇ Trust 2013-C8~~▇s Corp., ~~Commercial Mortgage Pass-Through Certificates~~a Colorado corporation, ~~Series 2013-C8 (herein called~~ shall timely and fully satisfy its obligation to fund the ~~“Certificates”). The Certificates are issued in the Classes specified in the Pooling and Servicing Agreement and will evidence in the aggregate 100%~~ Final Closing Capital Contribution or otherwise to satisfy its obligation under Section 8.3.1 of the ~~beneficial ownership of the Trust. This Certificate represents an interest in the Class A-3 Certificates equal to the quotient expressed~~ foregoing Operating Agreement when, as ~~a percentage obtained by dividing the initial Certificate Balance of this Certificate specified on the face hereof~~ and if required by the initial Aggregate Certificate Balance of the Class A-3 Certificates. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the parties thereto. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing foregoing Operating Agreement, as such Agreement may be amended from time to ~~time,~~ time (the ~~Holder~~ "Obligation"). This guaranty is a guaranty of ~~this Certificate by virtue~~ payment and performance of the ~~acceptance hereof assents and by which such Holder is bound~~Obligations, not merely of collection. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. Distributions of principal of and interest on this Certificate will be made out of the Available Distribution Amount, to the extent and subject to the limitations set forth in the Pooling and Servicing Agreement, on the 4th Business Day after the related Determination Date (a “Distribution Date”) commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered on the applicable Record Date. The Determination Date is the 11th day of each month, or, if the 11th day is not a Business Day, the next succeeding Business Day (a “Determination Date”), commencing on March 11, 2013. All sums distributable on this Certificate are payable in the coin Any amendment or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the related Pass-Through Rate on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount due to this Certificate’s pro rata share of the amount to be distributed on the Class A-3 Certificates as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. Collateral Support Deficits shall be allocated on the applicable Distribution Date to the respective Classes of Principal Balance Certificates in the manner set forth in the Pooling and Servicing Agreement. All Collateral Support Deficits allocated to any Class of Principal Balance Certificates will be allocated pro rata among the outstanding Certificates of such Class. The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust. All distributions under the Pooling and Servicing Agreement to a nominee of The Depository Trust Company (“DTC”) will be made by or on behalf of the Certificate Administrator by check mailed to such ▇▇▇▇▇▇’s address as it appears on the Certificate Register of the Certificate Registrar or, upon written request to the Certificate Administrator on or prior to the related Record Date (or upon standing instructions given to the Certificate Administrator on the Closing Date prior to any Record Date, which instructions may be revoked at any time thereafter upon written notice to the Certificate Administrator five (5) days prior to the related Record Date) made by a Certificateholder by wire transfer in immediately available funds to an account specified in the request of such Certificateholder. Notwithstanding the above, the final distribution on any Certificate will be made only upon presentation and surrender of such Certificate at the location that will be specified in a notice of the pendency of such final distribution. The Pooling and Servicing Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the ~~rights~~ Obligations made by WPHC and ~~obligations of~~ Feld shall not release the Certificateholders under the Pooling and Servicing Agreement at any time by the parties thereto with the consent of the Holders of not less than 51% of the aggregate Voting Rights of the Certificates then outstanding, as specified in the Pooling and Servicing Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon the Certificate. The Pooling and Servicing Agreement also permits the amendment thereof, in certain circumstances, without the consent of the Holders of any of the Certificates. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the Corporate Trust Office of the Certificate Registrar, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreement, the Certificates are issuable in fully registered form only, without coupons, in minimum denominations specified in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates. Notwithstanding the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book entry facilities of DTC. The Depositor, the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating Agent and any of their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating Agent or any such agents shall be affected by notice to the contrary. The obligations and responsibilities of the Trustee and the Certificate Administrator created hereby (other than the obligation of the Certificate Administrator, to make payments to the Class R Certificateholders, as set forth in Section 11.3 of the Pooling and Servicing Agreement and other than the obligations in the nature of information or tax reporting) shall terminate on the earliest of (i) the later of (A) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust (and final distribution to the Certificateholders) and (B) the disposition of all REO Property (and final distribution to the Certificateholders), (ii) the sale of the property held by the Trust in accordance with Section 11.1(b) of the Pooling and Servicing Agreement, (iii) the termination of the Trust pursuant to Section 11.1(c) of the Pooling and Servicing Agreement or (iv) voluntary exchange by the Sole Certificateholder of all the outstanding Certificates (other than the Class R Certificates) for the remaining Mortgage Loans and REO Properties in the Trust Fund pursuant to the terms of Section 11.1(d) of the Pooling and Servicing Agreement; provided that in no event shall the Trust continue beyond the expiration of 21 years from the death of the last survivor of the descendants of ▇▇▇▇duti▇▇ ▇~~. ▇▇▇▇▇▇▇~~nd obligations of WRP hereunder, ~~the late Ambassador of the United States~~ and this Guaranty shall extend to the ~~Court of St. ▇▇▇▇▇, living on the date hereof~~Obligations as so amended or modified. The parties designated in the Pooling and Servicing Agreement may exercise their option to purchase the Mortgage Loans and any other property remaining in the Trust and cause the termination of the Trust in accordance with the requirements set forth in the Pooling and Servicing Agreement. Upon termination of the Trust and payment of the Certificates and of all administrative expenses associated with the Trust, any remaining assets of the Trust This Guaranty shall be ~~distributed to~~ continuing and irrevocable until the ~~holders~~ Obligations have been satisfied in full. WRP hereby waives notice of ~~the Class R Certificates. The Certificate Registrar has executed~~ acceptance of this ~~Certificate under the Pooling and Servicing Agreement~~Guaranty.

Appears in 1 contract

Sources: Operating Agreement (Wellsford Real Properties Inc)

Certificate. evidencing a beneficial ownership interest in a ~~New York common law trust (the “~~Trust”), consisting primarily of a pool of commercial and multifamily mortgage loans (the “"Mortgage Loans”") and certain other property, formed and sold by BEAR ▇▇▇▇▇▇▇ COMMERCIAL MORTGAGE SECURITIES INC. THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced by this ~~commercial mortgage pass-through certificate (this “Certificate”), which has been~~ Certificate in the Class X-1 Certificates issued by the Trust created pursuant to the Pooling and Servicing Agreement, dated as specified above (the “"Pooling and Servicing Agreement”"), ~~between Banc of America~~ among Bear ▇▇▇▇▇▇▇ ~~▇▇▇▇▇~~ Commercial Mortgage Securities Inc. (hereinafter called the “"Depositor”, ," which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Fiscal Agent, the Paying Agent, the Certificate Registrar, the Master ~~Servicer,~~ Servicer and the Special Servicer~~, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar and the Authenticating Agent~~, a summary of certain of the pertinent provisions of which is set forth hereafter. The Trust consists primarily of the Mortgage Loans, such amounts as shall from time to time be held in the ~~Collection~~ Certificate Account and Distribution Account, the Insurance Policies and any REO Properties. To the extent not defined herein, the capitalized terms used herein have the ~~respective~~ meanings assigned in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as Certificates of the ~~▇▇▇▇▇▇~~ series specified on the face hereof (herein called the "Certificates") and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage obtained by dividing the Notional Amount of this Certificate specified on the face hereof by the initial aggregate Notional Amount of the Class X-1 Certificates. The Certificates are designated as the Bear ▇▇▇▇▇▇▇ ~~Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C8~~Commercial Mortgage Securities Inc., Commercial Mortgage Pass-Through Certificates, Series ~~2013~~2003-~~C8 (herein called the “Certificates”). The Certificates~~ TOP10 and are issued in the Classes specified in the Pooling and Servicing ~~Agreement and~~ Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership of the Trust. This Certificate represents an interest in the Class A-3 Certificates equal to the quotient expressed as a percentage obtained by dividing the initial Certificate Balance of this Certificate specified on the face hereof by the initial Aggregate Certificate Balance of the Class A-3 Certificates. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that ~~agreement~~ Agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the ~~parties thereto~~Trustee and the Paying Agent. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the ~~Holder of this Certificate~~ Certificateholder by virtue of the acceptance hereof assents and by which ~~such Holder~~ the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. Distributions of ~~principal of and~~ interest on this Certificate will be made out of the Available Distribution Amount, to the extent and subject to the limitations set forth in the Pooling and Servicing Agreement, on the ~~4th~~ 13th day of each month or, if such 13th day is not a Business Day, the next succeeding Business Day ~~after the related Determination Date~~ (a “"Distribution Date”") commencing on the ~~First~~ first Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the ~~applicable~~ last Business Day of the month immediately preceding the month of such distribution (the "Record Date~~. The Determination Date is the 11th day of each month, or, if the 11th day is not a Business Day, the next succeeding Business Day (a “Determination Date”~~")~~, commencing on March 11, 2013~~. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the ~~related~~ Pass-Through Rate specified above on the ~~Certificate Balance~~ Notional Amount of this Certificate immediately prior to each Distribution Date. ~~Principal and interest~~ Interest allocated to this Certificate on any Distribution Date will be in an amount due to this Certificate’s 's pro rata share of the amount to be distributed on the Certificates of this Class ~~A-3 Certificates~~ as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. ~~Collateral Support Deficits~~ Realized Losses and interest shortfalls on the Mortgage Loans shall be allocated on the applicable Distribution Date to ~~the respective Classes of Principal Balance Certificates~~ Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All ~~Collateral Support Deficits~~ Realized Losses and interest shortfalls on the Mortgage Loans allocated to any Class of ~~Principal Balance~~ Certificates will be allocated pro rata among the outstanding Certificates of such Class. The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the ~~Collection~~ Certificate Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust. All distributions under the Pooling and Servicing Agreement to a nominee of The Depository Trust Company (“"DTC”") will be made by or on behalf of the Certificate Administrator by check mailed to such ▇▇▇▇▇▇’s address as it appears on the Certificate Register of the Certificate Registrar or, upon written request to the Certificate Administrator on or prior to the related Record Date (or upon standing instructions given to the Certificate Administrator on the Closing Date prior to any Record Date, which instructions may be revoked at any time thereafter upon written notice to the Certificate Administrator five (5) days prior to the related Record Date) made by a Certificateholder Paying Agent by wire transfer in immediately available funds to an account specified in the request of such Certificateholder. All distributions under the Pooling and Servicing Agreement to Certificateholders will be made by wire transfer in immediately available funds to the account specified by the Certificateholder, at a bank or other entity having appropriate facilities therefor, if such Certificateholder will have provided the Paying Agent with wiring instructions on or prior to the related Record Date or otherwise by check mailed to such Certificateholder. Notwithstanding the above, the final distribution on any Certificate will be made only upon presentation and surrender of such Certificate at the location that will be specified in a notice of the pendency of such final distribution. The Pooling and Servicing Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Certificateholders under the Pooling and Servicing Agreement at any time by the parties thereto with the consent of the Holders of not less than 51% of the ~~aggregate Voting Rights~~ Aggregate Certificate Balance of the Certificates then outstanding, as specified in the Pooling and Servicing Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon the Certificate. The Pooling and Servicing Agreement also permits the amendment thereof, in certain circumstances, without the consent of the Holders of any of the Certificates. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the Corporate Trust Office of the Certificate Registrar, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s 's attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreement, the Class X-1 Certificates ~~are issuable~~ will be issued in ~~fully registered form only, without coupons,~~ denominations of $100,000 initial Notional Amount and in ~~minimum denominations specified~~ any whole dollar denomination in ~~the Pooling and Servicing Agreement~~excess thereof. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates. Notwithstanding the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book entry facilities of DTC. The Depositor, the Trustee, the Fiscal Agent, the Paying Agent, the Master Servicer, the Special ~~Servicer, the Trust Advisor, the Trustee, the Custodian,~~ Servicer and the Certificate ~~Administrator, the Certificate Registrar, the Authenticating Agent~~ Registrar and any of their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and ~~none of~~ neither the Depositor, the Trustee, the Fiscal Agent, the Paying Agent, the Master Servicer, the Special Servicer, the ~~Trust Advisor, the Trustee, the Custodian, the~~ Certificate ~~Administrator, the Certificate Registrar, the Authenticating Agent or~~ Registrar nor any such agents shall be affected by notice to the contrary. The obligations and responsibilities of the Trustee and the ~~Certificate Administrator~~ Paying Agent created hereby (other than the obligation of the ~~Certificate Administrator,~~ Paying Agent to make payments to the ~~Class R Certificateholders,~~ Certificateholders as set forth in Section ~~11.3~~ 10.2 of the Pooling and Servicing Agreement and other than the obligations in the nature of information or tax reporting) shall terminate on the earliest of (i) the later of (A) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust ~~(and final distribution to the Certificateholders)~~ and (B) the disposition of all REO Property ~~(and final distribution to the Certificateholders),~~ or (ii) the sale of the property held by the Trust in accordance with Section ~~11.1(b~~10.1(b) of the Pooling and Servicing ~~Agreement,~~ Agreement or (iii) the termination of the Trust pursuant to Section 11.1(c) of the Pooling and Servicing Agreement or (iv) voluntary exchange by the Sole Certificateholder of all the outstanding Certificates (other than the Class R Certificates) for the remaining Mortgage Loans and REO Properties in the Trust Fund pursuant to the terms of Section 11.1(d10.1(c) of the Pooling and Servicing Agreement; provided that in no event shall the Trust continue beyond the expiration of 21 years from the death of the last survivor of the descendants of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the late Ambassador of the United States to the Court of St. ▇▇▇▇▇, living on the date hereof. The parties designated in the Pooling and Servicing Agreement may exercise their option to purchase the Mortgage Loans and any other property remaining in the Trust and cause the termination of the Trust in accordance with the requirements set forth in the Pooling and Servicing Agreement. Upon termination of the Trust and payment of the Certificates and of all administrative expenses associated with the Trust, any remaining assets of the Trust shall be distributed to the holders of the ~~Class R~~ Residual Certificates. The Certificate Registrar has executed this Certificate under the Pooling and Servicing Agreement. THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Bear Stearns Commercial Mortgage Securities Trust 2003-Top10)

Certificate. ~~evidencing~~ The undersigned hereby certifies that the Rights evidenced by this Rights Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (each as defined in the Rights Agreement). ------------------------------- Signature --------------------------------------- NOTICE The signature in the foregoing Form of Assignment must conform to the name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (each as defined in the Rights Agreement) and such Assignment will not be honored. FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise the Rights Certificate.) To i2 TECHNOLOGIES, INC. The undersigned hereby irrevocably elects to exercise Rights represented by this Rights Certificate to purchase the Units of Series A Preferred Stock issuable upon the exercise of such Rights and requests that certificates for such Series A Preferred Stock be issued in the name of: Please insert social security or other identifying number --------------------------------------------------- (Please print name and address) If such number of Rights shall not be all the Rights evidenced by this Rights Certificate, a new Rights Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number ---------------------------------------------------- (Please print name and address) DATED: , ----------------------------- --- ------------------------------- Signature Signature Guaranteed: Signatures must be guaranteed by an "eligible guarantor institution" as defined in Rule 17Ad-15 promulgated under the Securities Exchange Act of 1934, as amended. CERTIFICATE The undersigned hereby certifies that the Rights evidenced by this Rights Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (each as defined in the Rights Agreement). ------------------------------- Signature --------------------------------------- NOTICE The signature in the foregoing Form of Election to Purchase must conform to the name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (each as defined in the Rights Agreement) and such Election to Purchase will not be honored. EXHIBIT C i2 TECHNOLOGIES, INC. SUMMARY OF RIGHTS TO PURCHASE SHARES OF SERIES A PREFERRED STOCK On January 17, 2002, the board of directors of i2 Technologies, Inc. (the "Company") declared a dividend distribution of one right (a "Right") for each outstanding share of our common stock to stockholders of record at the close of business on January 28, 2002 (the "Record Date"). Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series A Junior Participating Preferred Stock, par value $0.00025 per share (the "Preferred Stock"), at a purchase price of $75.00, subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company and Mellon Investor Services LLC, as Rights Agent. Initially, the Rights will be attached to all common stock certificates representing shares then outstanding, and no separate Rights certificates will be distributed. The Rights will separate from the common stock on the distribution date (the "Distribution Date"). The Distribution Date occurs upon the earlier of (i) ten days following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has (subject to certain exceptions) acquired, or obtained the right to acquire, beneficial ownership ~~interest~~ of 15% or more of the outstanding shares of our common stock (the "Stock Acquisition Date"), other than as a result of repurchases of stock by the Company, or (ii) ten days, or such later date that the board of directors may decide, following the commencement of a tender offer or exchange offer that would result in a ~~New York~~ person or group beneficially owning 15% or more of such outstanding shares of our common ~~law trust (the “Trust”)~~stock. The Rights Agreement specifically allows our Chairman, ~~consisting primarily of a pool of commercial and multifamily mortgage loans (the “Mortgage Loans”) and certain other property~~Sanjiv Sidhu, formed and sold by THIS CERTIFIES THAT CEDE & CO. is the registered owner of this commercial mortgage pass-through certificate (this “Certificate”), which has been issued pursuant to the Pooling and Servicing Agreement, dated as specified above (the “Pooling and Servicing Agreement”), between Banc of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Commercial Mortgage Inc. (hereinafter called the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement), the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar and the Authenticating Agent, a summary of certain who currently owns more than 15% of the pertinent provisions of which is set forth hereafter. The Trust consists primarily of the Mortgage Loans, such amounts as shall from time to time be held in the Collection Account and Distribution Account, the Insurance Policies and any REO Properties. To the extent not defined herein, the capitalized terms used herein have the respective meanings assigned in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as the ▇▇▇▇▇outstanding commo▇ ▇▇▇▇▇, ▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C8, Commercial Mortgage Pass-Through Certificates, Series 2013-C8 (herein called the “Certificates”). The Certificates are issued in the Classes specified in the Pooling and Servicing Agreement and will evidence in the aggregate 100acquire up to an additional 5% of the ~~beneficial ownership~~ Company's common stock (measured at the time he next acquires common stock) without becoming an Acquiring Person. Until the Distribution Date, (i) the Rights will be evidenced by the common stock certificates and will be transferred with and only with such common stock certificates, (ii) new common stock certificates issued after the Record Date will contain a legend incorporating the Rights Agreement by reference and (iii) the surrender for transfer of any certificates for common stock outstanding will also constitute the transfer of the ~~Trust~~Rights associated with the common stock represented by such certificate. ~~This Certificate represents an interest in the Class A-3 Certificates equal~~ Prior to the ~~quotient expressed~~ occurrence of a Triggering Event (as defined below), the Company can require that, in order to exercise Rights, a ~~percentage obtained by dividing~~ number of Rights must be exercised so that only whole shares of Preferred Stock will be issued. The Rights cannot be exercised until the ~~initial Certificate Balance~~ Distribution Date and will expire at the close of ~~this Certificate specified~~ business on January 17, 2012, unless the Company redeems them as described below. Shortly after the Distribution Date, Rights certificates will be mailed to holders of record of our common stock at the close of business on the ~~face hereof by the initial Aggregate Certificate Balance of the Class A-3 Certificates. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to~~ Distribution Date and, after that agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the parties thereto. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the ~~Holder~~ separate Rights certificates alone will represent the Rights. Unless our board of ~~this Certificate by virtue~~ directors decides differently, only shares of the acceptance hereof assents and by which such Holder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. Distributions of principal of and interest on this Certificate will be made out of the Available Distribution Amount, our common stock issued prior to the extent and subject to the limitations set forth in the Pooling and Servicing Agreement, on the 4th Business Day after the related Determination Date (a “Distribution Date”) commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered on the applicable Record Date. The Determination Date is the 11th day of each month, or, if the 11th day is not a Business Day, the next succeeding Business Day (a “Determination Date”), commencing on March 11, 2013. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the related Pass-Through Rate on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in issued with Rights. If an ~~amount due~~ Acquiring Person becomes, subject to ~~this Certificate’s pro rata share~~ certain exceptions, the beneficial owner of 15% or more of the ~~amount to be distributed on~~ then outstanding shares of common stock, other than through an offer for all the ~~Class A-3 Certificates as~~ Company's outstanding shares of ~~such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth~~ common stock that our board decides is fair and in the Pooling and Servicing Agreement. Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. Collateral Support Deficits shall be allocated on the applicable Distribution Date to the respective Classes of Principal Balance Certificates in the manner set forth in the Pooling and Servicing Agreement. All Collateral Support Deficits allocated to any Class of Principal Balance Certificates will be allocated pro rata among the outstanding Certificates of such Class. The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing best interests of the ~~Mortgage Loans~~ Company and ~~administration~~ its stockholders, each holder of a Right, except Rights which previously have been voided, will then have the ~~Trust. All distributions under the Pooling and Servicing Agreement~~ right to ~~a nominee of The Depository Trust Company~~ receive, after exercising their Right, Preferred Stock (~~“DTC”) will be made by or on behalf of the Certificate Administrator by check mailed to such ▇▇▇▇▇▇’s address as it appears on the Certificate Register of the Certificate Registrar~~ or, upon written request to the Certificate Administrator on or prior to the related Record Date (or upon standing instructions given to the Certificate Administrator on the Closing Date prior to any Record Date, which instructions may be revoked at any time thereafter upon written notice to the Certificate Administrator five (5) days prior to the related Record Date) made by a Certificateholder by wire transfer in immediately available funds to an account specified in the request of such Certificateholder. Notwithstanding the above, the final distribution on any Certificate will be made only upon presentation and surrender of such Certificate at the location that will be specified in a notice of the pendency of such final distribution. The Pooling and Servicing Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Certificateholders under the Pooling and Servicing Agreement at any time by the parties thereto with the consent of the Holders of not less than 51% of the aggregate Voting Rights of the Certificates then outstanding, as specified in the Pooling and Servicing Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon the Certificate. The Pooling and Servicing Agreement also permits the amendment thereof, in certain circumstances, ~~without the consent~~ cash, property or other securities of the ~~Holders of any~~ company) having a value equal to two times the exercise price of the ~~Certificates~~Right. ~~As provided~~ If, at any time after the Stock Acquisition Date, (i) we are acquired in a merger or other business combination transaction in which we are not the surviving corporation, other than a merger that results from an offer for all the outstanding shares of common stock that our board decides is fair and in the ~~Pooling~~ best interests of the Company and ~~Servicing Agreement and subject~~ its stockholders, or (ii) 50% or more of our assets, cash flow or earning power is sold or transferred, each holder of a Right, except Rights which previously have been voided, will have the right to receive, after exercise of the Right, common stock of the company that acquires us having a value equal to two times the exercise price of the Right. The events described in this paragraph are "Triggering Events." For example, at an exercise price of $75 per Right, each Right other than those owned by an Acquiring Person or by certain ~~limitations therein set forth~~related parties, following a Triggering Event would entitle its holder to purchase $150 worth of Preferred Stock, or other consideration, as noted above, for $75. Assuming that our common stock had a per share value of $10 at such time, the ~~transfer~~ holder of ~~this Certificate is registrable~~ each valid Right would be entitled to purchase an interest in a share of Preferred Stock that would be economically equivalent to 15 shares of common stock for $75. All Rights that the ~~Certificate Register upon surrender of this Certificate for registration of transfer at the Corporate Trust Office of the Certificate Registrar~~Acquiring Person does or, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreement, the Certificates are issuable in fully registered form only, without coupons, in minimum denominations under certain circumstances specified in the ~~Pooling~~ Rights Agreement, did own will be null and ~~Servicing Agreement~~void. ~~As provided in~~ At any time after a person becomes an Acquiring Person and before the ~~Pooling and Servicing Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates~~ acquisition by such person or group of 50% or more of the same Class in authorized denominations as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates. Notwithstanding the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book entry facilities of DTC. The Depositoroutstanding common stock, the ~~Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating Agent and any~~ board of ~~their agents~~ directors may ~~treat the Person in whose name this Certificate is registered as the owner hereof for~~ exchange all ~~purposes, and none~~ or some of the Depositor, the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating Agent or any such agents shall be affected by notice to the contrary. The obligations and responsibilities of the Trustee and the Certificate Administrator created hereby Rights (other than Rights owned by the ~~obligation~~ person or group which have become null and void) at an exchange ratio of one share of common stock, or one one-thousandth of a share of Preferred Stock (or of a share of a class or series of our Preferred Stock having equivalent rights, preferences and privileges), per Right. At any time until 10 days after the Stock Acquisition Date, the board of directors of the ~~Certificate Administrator~~Company may redeem all, ~~to make payments to~~ but not part of, the ~~Class R Certificateholders~~Rights, ~~as set forth~~ at a price of $0.01 per Right (payable in ~~Section 11.3~~ cash, common stock or other consideration decided upon by the board of directors). Immediately upon the action of the ~~Pooling and Servicing Agreement and other than the obligations in the nature~~ board of ~~information or tax reporting) shall terminate on the earliest of (i) the later of (A) the final payment or other liquidation~~ directors ordering redemption of the last Mortgage Loan remaining in the Trust (and final distribution to the Certificateholders) and (B) the disposition of all REO Property (and final distribution to the Certificateholders), (ii) the sale of the property held by the Trust in accordance with Section 11.1(b) of the Pooling and Servicing Agreement, (iii) the termination of the Trust pursuant to Section 11.1(c) of the Pooling and Servicing Agreement or (iv) voluntary exchange by the Sole Certificateholder of all the outstanding Certificates (other than the Class R Certificates) for the remaining Mortgage Loans and REO Properties in the Trust Fund pursuant to the terms of Section 11.1(d) of the Pooling and Servicing Agreement; provided that in no event shall the Trust continue beyond the expiration of 21 years from the death of the last survivor of the descendants of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇Rights, the ~~late Ambassador~~ Rights will terminate and the only right of the United States to the Court of St. ▇▇▇▇▇, living on the date hereof. The parties designated in the Pooling and Servicing Agreement may exercise their option to purchase the Mortgage Loans and any other property remaining in the Trust and cause the termination of the Trust in accordance with the requirements set forth in the Pooling and Servicing Agreement. Upon termination of the Trust and payment of the Certificates and of all administrative expenses associated with the Trust, any remaining assets of the Trust shall be distributed to the holders of Rights will be to receive the ~~Class R Certificates. The Certificate Registrar has executed this Certificate under the Pooling and Servicing Agreement~~$0.01 redemption price.

Appears in 1 contract

Sources: Rights Agreement (I2 Technologies Inc)

Certificate. ~~evidencing~~ The undersigned hereby certifies that the Rights evidenced by this Rights Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (each as defined in the Rights Agreement). ---------------------------------- Signature _______________________ NOTICE The signature in the foregoing Form of Election to Purchase must conform to the name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (each as defined in the Rights Agreement) and such Election to Purchase will not be honored. EXHIBIT C COLLATERAL THERAPEUTICS, INC. SUMMARY OF RIGHTS TO PURCHASE PREFERRED STOCK On September 19, 2001, Collateral Therapeutics, Inc.'s board of directors declared a ~~beneficial ownership interest~~ dividend distribution of one right (a "RIGHT") for each outstanding share of our common stock to stockholders of record at the close of business on October 1, 2001. Each Right entitles the registered holder to purchase from the company one one-thousandth of a share of Series A Junior Participating preferred stock, par value $.001 per share, at a purchase price of $85.00, subject to adjustment. The description and terms of the Rights are set forth in a ~~New York common law trust~~ Rights Agreement (the ~~“Trust”)~~"RIGHTS AGREEMENT") between the Company and American Stock Transfer & Trust Company, ~~consisting primarily of a pool of commercial and multifamily mortgage loans (the “Mortgage Loans”) and certain other property, formed and sold by THIS CERTIFIES THAT CEDE & CO~~as rights agent. is the registered owner of this commercial mortgage pass-through certificate (this “Certificate”), which has been issued pursuant to the Pooling and Servicing Agreement, dated as specified above (the “Pooling and Servicing Agreement”), between Banc of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Commercial Mortgage Inc. (hereinafter called the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement)Initially, the ~~Master Servicer~~Rights will be attached to all common stock certificates representing shares then outstanding, ~~the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar~~ and ~~the Authenticating Agent, a summary of certain of the pertinent provisions of which is set forth hereafter~~no separate Rights certificates will be distributed. The ~~Trust consists primarily~~ Rights will separate from the common stock and a distribution date will occur upon the earlier of (i) ten days following a public announcement that a person or group of affiliated or associated persons (an "ACQUIRING PERSON") has (subject to certain exceptions) acquired, or obtained the ~~Mortgage Loans~~right to acquire, such amounts as shall from time to time be held in the Collection Account and Distribution Account, the Insurance Policies and any REO Properties. To the extent not defined herein, the capitalized terms used herein have the respective meanings assigned in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C8, Commercial Mortgage Pass-Through Certificates, Series 2013-C8 (herein called the “Certificates”). The Certificates are issued in the Classes specified in the Pooling and Servicing Agreement and will evidence in the aggregate 100% of the beneficial ownership of 20% or more of the ~~Trust~~outstanding shares of our common stock (the "STOCK ACQUISITION DATE"), other than as a result of repurchases of stock by the Company, or (ii) ten days (or such later date as the board shall determine) following the commencement of a tender offer or exchange offer that would result in a person or group beneficially owning 20% or more of the outstanding shares of our common stock (the "DISTRIBUTION DATE"). ~~This Certificate represents an interest in~~ Until the ~~Class A-3 Certificates equal~~ Distribution Date, (i) the Rights will be evidenced by the common stock certificates and will be transferred with and only with such common stock certificates, (ii) new common stock certificates issued after the record date will contain a notation incorporating the Rights Agreement by reference, and (iii) the surrender for transfer of any certificates for common stock outstanding will also constitute the transfer of the Rights associated with the common stock represented by such certificate. Pursuant to the quotient expressed as a percentage obtained by dividing the initial Certificate Balance of this Certificate specified on the face hereof by the initial Aggregate Certificate Balance of the Class A-3 Certificates. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the parties thereto. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Rights Agreement, the ~~terms~~ Company reserves the right to require prior to the occurrence of any Triggering Event (as defined below) that, upon any exercise of Rights, a number of Rights be exercised so that only whole shares of preferred stock will be issued. The Rights are not exercisable until the Distribution Date and will expire at the close of business on October 1, 2011, unless earlier redeemed by the Company as described below. As soon as practicable AFTER the Distribution Date, Rights certificates will be mailed to holders of record of our common stock as of the ~~Pooling and Servicing Agreement shall govern~~close of business on the Distribution Date and, thereafter, the separate Rights certificates alone will represent the Rights. ~~Distributions~~ Except as otherwise determined by the board, only shares of ~~principal of and interest on this Certificate will be made out of the Available Distribution Amount,~~ our common stock issued prior to the extent and subject to the limitations set forth in the Pooling and Servicing Agreement, on the 4th Business Day after the related Determination Date (a “Distribution Date”) commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered on the applicable Record Date. The Determination Date is the 11th day of each month, or, if the 11th day is not a Business Day, the next succeeding Business Day (a “Determination Date”), commencing on March 11, 2013. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the related Pass-Through Rate on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be ~~in an amount due to this Certificate’s pro rata share of the amount to be distributed on the Class A-3 Certificates as of such Distribution Date,~~ issued with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. Collateral Support Deficits shall be allocated on the applicable Distribution Date to the respective Classes of Principal Balance Certificates in the manner set forth in the Pooling and Servicing Agreement. All Collateral Support Deficits allocated to any Class of Principal Balance Certificates will be allocated pro rata among the outstanding Certificates of such Class. The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust. All distributions under the Pooling and Servicing Agreement to a nominee of The Depository Trust Company (“DTC”) will be made by or on behalf of the Certificate Administrator by check mailed to such ▇▇▇▇▇▇’s address as it appears on the Certificate Register of the Certificate Registrar or, upon written request to the Certificate Administrator on or prior to the related Record Date (or upon standing instructions given to the Certificate Administrator on the Closing Date prior to any Record Date, which instructions may be revoked at any time thereafter upon written notice to the Certificate Administrator five (5) days prior to the related Record Date) made by a Certificateholder by wire transfer in immediately available funds to an account specified in the request of such Certificateholder. Notwithstanding the above, the final distribution on any Certificate will be made only upon presentation and surrender of such Certificate at the location that will be specified in a notice of the pendency of such final distribution. The Pooling and Servicing Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Certificateholders under the Pooling and Servicing Agreement at any time by the parties thereto with the consent of the Holders of not less than 51% of the aggregate Voting Rights of the Certificates then outstanding, as specified in the Pooling and Servicing Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon the Certificate. The Pooling and Servicing Agreement also permits the amendment thereof, in certain circumstances, without the consent of the Holders of any of the Certificates. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the Corporate Trust Office of the Certificate Registrar, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreement, the Certificates are issuable in fully registered form only, without coupons, in minimum denominations specified in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates. Notwithstanding the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book entry facilities of DTC. The Depositor, the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating Agent and any of their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating Agent or any such agents shall be affected by notice to the contrary. The obligations and responsibilities of the Trustee and the Certificate Administrator created hereby (other than the obligation of the Certificate Administrator, to make payments to the Class R Certificateholders, as set forth in Section 11.3 of the Pooling and Servicing Agreement and other than the obligations in the nature of information or tax reporting) shall terminate on the earliest of (i) the later of (A) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust (and final distribution to the Certificateholders) and (B) the disposition of all REO Property (and final distribution to the Certificateholders), (ii) the sale of the property held by the Trust in accordance with Section 11.1(b) of the Pooling and Servicing Agreement, (iii) the termination of the Trust pursuant to Section 11.1(c) of the Pooling and Servicing Agreement or (iv) voluntary exchange by the Sole Certificateholder of all the outstanding Certificates (other than the Class R Certificates) for the remaining Mortgage Loans and REO Properties in the Trust Fund pursuant to the terms of Section 11.1(d) of the Pooling and Servicing Agreement; provided that in no event shall the Trust continue beyond the expiration of 21 years from the death of the last survivor of the descendants of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the late Ambassador of the United States to the Court of St. ▇▇▇▇▇, living on the date hereof. The parties designated in the Pooling and Servicing Agreement may exercise their option to purchase the Mortgage Loans and any other property remaining in the Trust and cause the termination of the Trust in accordance with the requirements set forth in the Pooling and Servicing Agreement. Upon termination of the Trust and payment of the Certificates and of all administrative expenses associated with the Trust, any remaining assets of the Trust shall be distributed to the holders of the Class R Certificates. The Certificate Registrar has executed this Certificate under the Pooling and Servicing AgreementRights.

Appears in 1 contract

Sources: Rights Agreement (Collateral Therapeutics Inc)

Certificate. evidencing a beneficial ownership interest in a New York common law trust (the “Trust”), consisting primarily of a pool of commercial and multifamily mortgage loans (the “Mortgage Loans”) and certain other property, formed and sold by THIS CERTIFIES THAT CEDE & CO. is the registered owner of this commercial mortgage pass-through certificate (this “Certificate”), which has been issued pursuant to the Pooling and Servicing Agreement, dated as specified above (the “Pooling and Servicing Agreement”), between Banc of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Commercial Mortgage Inc. (hereinafter called the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement), the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar and the Authenticating Agent, a summary of certain of the pertinent provisions of which is set forth hereafter. The Trust consists primarily of the Mortgage Loans, such amounts as shall from time to time be held in the Collection Account and Distribution Account, the Insurance Policies and any REO Properties. To the extent not defined herein, the capitalized terms used herein have the respective meanings assigned in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C8, Commercial Mortgage Pass-Through Certificates, Series 2013-C8 (herein called the “Certificates”). The Certificates are issued in the Classes specified in the Pooling and Servicing Agreement and will evidence in the aggregate 100% of the beneficial ownership of the Trust. This Certificate represents an interest in the Class ~~A-3~~ C Certificates equal to the quotient expressed as a percentage obtained by dividing the initial Certificate Balance of this Certificate specified on the face hereof by the initial Aggregate Certificate Balance of the Class ~~A-3~~ C Certificates. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the parties thereto. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. Distributions of principal of and interest on this Certificate will be made out of the Available Distribution Amount, to the extent and subject to the limitations set forth in the Pooling and Servicing Agreement, on the 4th Business Day after the related Determination Date (a “Distribution Date”) commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered on the applicable Record Date. The Determination Date is the 11th day of each month, or, if the 11th day is not a Business Day, the next succeeding Business Day (a “Determination Date”), commencing on March 11, 2013. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the related Pass-Through Rate on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount due to this Certificate’s pro rata share of the amount to be distributed on the Class ~~A-3~~ C Certificates as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. Collateral Support Deficits shall be allocated on the applicable Distribution Date to the respective Classes of Principal Balance Certificates in the manner set forth in the Pooling and Servicing Agreement. All Collateral Support Deficits allocated to any Class of Principal Balance Certificates will be allocated pro rata among the outstanding Certificates of such Class. The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust. All distributions under the Pooling and Servicing Agreement to a nominee of The Depository Trust Company (“DTC”) will be made by or on behalf of the Certificate Administrator by check mailed to such ▇▇▇▇▇▇’s address as it appears on the Certificate Register of the Certificate Registrar or, upon written request to the Certificate Administrator on or prior to the related Record Date (or upon standing instructions given to the Certificate Administrator on the Closing Date prior to any Record Date, which instructions may be revoked at any time thereafter upon written notice to the Certificate Administrator five (5) days prior to the related Record Date) made by a Certificateholder by wire transfer in immediately available funds to an account specified in the request of such Certificateholder. Notwithstanding the above, the final distribution on any Certificate will be made only upon presentation and surrender of such Certificate at the location that will be specified in a notice of the pendency of such final distribution. The Pooling and Servicing Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Certificateholders under the Pooling and Servicing Agreement at any time by the parties thereto with the consent of the Holders of not less than 51% of the aggregate Voting Rights of the Certificates then outstanding, as specified in the Pooling and Servicing Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon the Certificate. The Pooling and Servicing Agreement also permits the amendment thereof, in certain circumstances, without the consent of the Holders of any of the Certificates. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the Corporate Trust Office of the Certificate Registrar, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreement, the Certificates are issuable in fully registered form only, without coupons, in minimum denominations specified in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates. Notwithstanding the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book entry facilities of DTC. The Depositor, the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating Agent and any of their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating Agent or any such agents shall be affected by notice to the contrary. The obligations and responsibilities of the Trustee and the Certificate Administrator created hereby (other than the obligation of the Certificate Administrator, to make payments to the Class R Certificateholders, as set forth in Section 11.3 of the Pooling and Servicing Agreement and other than the obligations in the nature of information or tax reporting) shall terminate on the earliest of (i) the later of (A) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust (and final distribution to the Certificateholders) and (B) the disposition of all REO Property (and final distribution to the Certificateholders), (ii) the sale of the property held by the Trust in accordance with Section 11.1(b) of the Pooling and Servicing Agreement, (iii) the termination of the Trust pursuant to Section 11.1(c) of the Pooling and Servicing Agreement or (iv) voluntary exchange by the Sole Certificateholder of all the outstanding Certificates (other than the Class R Certificates) for the remaining Mortgage Loans and REO Properties in the Trust Fund pursuant to the terms of Section 11.1(d) of the Pooling and Servicing Agreement; provided that in no event shall the Trust continue beyond the expiration of 21 years from the death of the last survivor of the descendants of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the late Ambassador of the United States to the Court of St. ▇▇▇▇▇, living on the date hereof. The parties designated in the Pooling and Servicing Agreement may exercise their option to purchase the Mortgage Loans and any other property remaining in the Trust and cause the termination of the Trust in accordance with the requirements set forth in the Pooling and Servicing Agreement. Upon termination of the Trust and payment of the Certificates and of all administrative expenses associated with the Trust, any remaining assets of the Trust shall be distributed to the holders of the Class R Certificates. The Certificate Registrar has executed this Certificate under the Pooling and Servicing Agreement.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C8)

Certificate. evidencing a beneficial ownership interest in a ~~New York common law trust (the “~~Trust”), consisting primarily of a pool of commercial and multifamily mortgage loans (the “"Mortgage Loans”") and certain other property, formed and sold by BEAR ▇▇▇▇▇▇▇ COMMERCIAL MORTGAGE SECURITIES INC. THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced by this ~~commercial mortgage pass-through certificate (this “Certificate”), which has been~~ Certificate in the Class X-1 Certificates issued by the Trust created pursuant to the Pooling and Servicing Agreement, dated as specified above (the “"Pooling and Servicing Agreement”"), ~~between Banc of America~~ among Bear ▇▇▇▇▇▇▇ ~~▇▇▇▇▇~~ Commercial Mortgage Securities Inc. (hereinafter called the “"Depositor”, ," which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Fiscal Agent, the Paying Agent, the Certificate Registrar, the Master ~~Servicer,~~ Servicer and the Special Servicer~~, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar and the Authenticating Agent~~, a summary of certain of the pertinent provisions of which is set forth hereafter. The Trust consists primarily of the Mortgage Loans, such amounts as shall from time to time be held in the ~~Collection~~ Certificate Account and Distribution Account, the Insurance Policies and any REO Properties. To the extent not defined herein, the capitalized terms used herein have the ~~respective~~ meanings assigned in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as Certificates of the ~~▇▇▇▇▇▇~~ series specified on the face hereof (herein called the "Certificates") and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage obtained by dividing the Notional Amount of this Certificate specified on the face hereof by the initial aggregate Notional Amount of the Class X-1 Certificates. The Certificates are designated as the Bear ▇▇▇▇▇▇▇ ~~Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C8~~Commercial Mortgage Securities Inc., Commercial Mortgage Pass-Through Certificates, Series ~~2013~~2002-~~C8 (herein called the “Certificates”). The Certificates~~ TOP6 and are issued in the Classes specified in the Pooling and Servicing ~~Agreement and~~ Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership of the Trust. This Certificate represents an interest in the Class A-3 Certificates equal to the quotient expressed as a percentage obtained by dividing the initial Certificate Balance of this Certificate specified on the face hereof by the initial Aggregate Certificate Balance of the Class A-3 Certificates. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that ~~agreement~~ Agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the ~~parties thereto~~Trustee and the Paying Agent. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the ~~Holder of this Certificate~~ Certificateholder by virtue of the acceptance hereof assents and by which ~~such Holder~~ the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. Distributions of ~~principal of and~~ interest on this Certificate will be made out of the Available Distribution Amount, to the extent and subject to the limitations set forth in the Pooling and Servicing Agreement, on the ~~4th~~ 15th day of each month or, if such 15th day is not a Business Day, the next succeeding Business Day ~~after the related Determination Date~~ (a “"Distribution Date”") commencing on the ~~First~~ first Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the ~~applicable~~ last Business Day of the month immediately preceding the month of such distribution (the "Record Date~~. The Determination Date is the 11th day of each month, or, if the 11th day is not a Business Day, the next succeeding Business Day (a “Determination Date”~~")~~, commencing on March 11, 2013~~. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the ~~related~~ Pass-Through Rate specified above on the ~~Certificate Balance~~ Notional Amount of this Certificate immediately prior to each Distribution Date. ~~Principal and interest~~ Interest allocated to this Certificate on any Distribution Date will be in an amount due to this Certificate’s 's pro rata share of the amount to be distributed on the Certificates of this Class ~~A-3 Certificates~~ as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. ~~Collateral Support Deficits~~ Realized Losses and interest shortfalls on the Mortgage Loans shall be allocated on the applicable Distribution Date to ~~the respective Classes of Principal Balance Certificates~~ Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All ~~Collateral Support Deficits~~ Realized Losses and interest shortfalls on the Mortgage Loans allocated to any Class of ~~Principal Balance~~ Certificates will be allocated pro rata among the outstanding Certificates of such Class. The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the ~~Collection~~ Certificate Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust. All distributions under the Pooling and Servicing Agreement to a nominee of The Depository Trust Company (“"DTC”") will be made by or on behalf of the Certificate Administrator by check mailed to such ▇▇▇▇▇▇’s address as it appears on the Certificate Register of the Certificate Registrar or, upon written request to the Certificate Administrator on or prior to the related Record Date (or upon standing instructions given to the Certificate Administrator on the Closing Date prior to any Record Date, which instructions may be revoked at any time thereafter upon written notice to the Certificate Administrator five (5) days prior to the related Record Date) made by a Certificateholder Paying Agent by wire transfer in immediately available funds to an account specified in the request of such Certificateholder. All distributions under the Pooling and Servicing Agreement to Certificateholders will be made by wire transfer in immediately available funds to the account specified by the Certificateholder, at a bank or other entity having appropriate facilities therefor, if such Certificateholder will have provided the Paying Agent with wiring instructions on or prior to the related Record Date or otherwise by check mailed to such Certificateholder. Notwithstanding the above, the final distribution on any Certificate will be made only upon presentation and surrender of such Certificate at the location that will be specified in a notice of the pendency of such final distribution. The Pooling and Servicing Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Certificateholders under the Pooling and Servicing Agreement at any time by the parties thereto with the consent of the Holders of not less than 51% of the ~~aggregate Voting Rights~~ Aggregate Certificate Balance of the Certificates then outstanding, as specified in the Pooling and Servicing Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon the Certificate. The Pooling and Servicing Agreement also permits the amendment thereof, in certain circumstances, without the consent of the Holders of any of the Certificates. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the Corporate Trust Office of the Certificate Registrar, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s 's attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreement, the Class X-1 Certificates ~~are issuable~~ will be issued in ~~fully registered form only, without coupons,~~ denominations of $100,000 initial Notional Amount and in ~~minimum denominations specified~~ any whole dollar denomination in ~~the Pooling and Servicing Agreement~~excess thereof. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates. Notwithstanding the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book entry facilities of DTC. The Depositor, the Trustee, the Fiscal Agent, the Paying Agent, the Master Servicer, the Special ~~Servicer, the Trust Advisor, the Trustee, the Custodian,~~ Servicer and the Certificate ~~Administrator, the Certificate Registrar, the Authenticating Agent~~ Registrar and any of their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and ~~none of~~ neither the Depositor, the Trustee, the Fiscal Agent, the Paying Agent, the Master Servicer, the Special Servicer, the ~~Trust Advisor, the Trustee, the Custodian, the~~ Certificate ~~Administrator, the Certificate Registrar, the Authenticating Agent or~~ Registrar nor any such agents shall be affected by notice to the contrary. The obligations and responsibilities of the Trustee and the ~~Certificate Administrator~~ Paying Agent created hereby (other than the obligation of the ~~Certificate Administrator,~~ Paying Agent to make payments to the ~~Class R Certificateholders,~~ Certificateholders as set forth in Section ~~11.3~~ 10.2 of the Pooling and Servicing Agreement and other than the obligations in the nature of information or tax reporting) shall terminate on the earliest of (i) the later of (A) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust ~~(and final distribution to the Certificateholders)~~ and (B) the disposition of all REO Property ~~(and final distribution to the Certificateholders),~~ or (ii) the sale of the property held by the Trust in accordance with Section ~~11.1(b~~10.1(b) of the Pooling and Servicing ~~Agreement,~~ Agreement or (iii) the termination of the Trust pursuant to Section 11.1(c) of the Pooling and Servicing Agreement or (iv) voluntary exchange by the Sole Certificateholder of all the outstanding Certificates (other than the Class R Certificates) for the remaining Mortgage Loans and REO Properties in the Trust Fund pursuant to the terms of Section 11.1(d10.1(c) of the Pooling and Servicing Agreement; provided that in no event shall the Trust continue beyond the expiration of 21 years from the death of the last survivor of the descendants of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the late Ambassador of the United States to the Court of St. ▇▇▇▇▇, living on the date hereof. The parties designated in the Pooling and Servicing Agreement may exercise their option to purchase the Mortgage Loans and any other property remaining in the Trust and cause the termination of the Trust in accordance with the requirements set forth in the Pooling and Servicing Agreement. Upon termination of the Trust and payment of the Certificates and of all administrative expenses associated with the Trust, any remaining assets of the Trust shall be distributed to the holders of the ~~Class R~~ Residual Certificates. The Certificate Registrar has executed this Certificate under the Pooling and Servicing Agreement. THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Bear Stearns Commercial Mortgage Securities Trust 2002 Top6)

Certificate. evidencing a beneficial ownership interest in a ~~New York common law trust (the “~~Trust”), consisting primarily of a pool of commercial and multifamily mortgage loans (the “"Mortgage Loans”") and certain other property, formed and sold by MORGAN STANLEY CAPITAL I INC. THIS CERTIFIES THAT ~~CEDE~~ CED▇ & CO▇▇. ~~is the~~ ▇▇ ▇▇▇ registered owner of the interest evidenced by this ~~commercial mortgage pass-through certificate (this “Certificate”), which has been~~ Certificate in the Class A-1 Certificates issued by the Trust created pursuant to the Pooling and Servicing Agreement, dated as specified above (the “"Pooling and Servicing Agreement”"), ~~between Banc of America~~ among Morgan Stanley Capital I Inc. (hereinafter called the "Depositor", wh▇▇▇ ▇▇r▇ ▇▇▇▇▇~~▇▇ ▇▇▇▇▇ Commercial Mortgage Inc. (hereinafter called the “Depositor”, which term includes~~ des any successor entity under the Pooling and Servicing Agreement), the Trustee, the Paying Agent, the Certificate Registrar, the General Master Servicer, the Prudential Master Servicer and the Special Servicer~~, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar and the Authenticating Agent~~, a summary of certain of the pertinent provisions of which is set forth hereafter. The Trust consists primarily of the Mortgage Loans, such amounts as shall from time to time be held in the ~~Collection~~ Certificate Account and Distribution Account, the Insurance Policies and any REO Properties. To the extent not defined herein, the capitalized terms used herein have the ~~respective~~ meanings assigned in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as Certificates of the ~~▇▇▇▇▇▇~~ series specified on the face hereof (herein called the "Certificates") and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage obtained by dividing the Certificate Balance of this Certificate specified on the face hereof by the aggregate initial Certificate Balance of the Class A-1 Certificates. The Certificates are designated as the Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through Certi▇▇▇▇▇▇~~▇ Bank of America~~ s, ▇▇▇▇▇~~▇▇ ▇▇▇▇▇ Trust 2013~~s 2006-~~C8, Commercial Mortgage Pass-Through Certificates, Series 2013-C8 (herein called the “Certificates”). The Certificates~~ IQ12 and are issued in the Classes specified in the Pooling and Servicing ~~Agreement and~~ Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership of the Trust. This Certificate represents an interest in the Class A-3 Certificates equal to the quotient expressed as a percentage obtained by dividing the initial Certificate Balance of this Certificate specified on the face hereof by the initial Aggregate Certificate Balance of the Class A-3 Certificates. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that ~~agreement~~ Agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the ~~parties thereto~~Trustee and the Paying Agent. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the ~~Holder of this Certificate~~ Certificateholder by virtue of the acceptance hereof assents and by which ~~such Holder~~ the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. Distributions of principal of and interest on this Certificate will be made out of the Available Distribution Amount, to the extent and subject to the limitations set forth in the Pooling and Servicing Agreement, on the ~~4th~~ 15th day of each month or, if such 15th day is not a Business Day, the next succeeding Business Day ~~after the related Determination Date~~ (a “"Distribution Date”") commencing on the ~~First~~ first Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the ~~applicable~~ last Business Day of the month immediately preceding the month of such distribution (the "Record Date~~. The Determination Date is the 11th day of each month, or, if the 11th day is not a Business Day, the next succeeding Business Day (a “Determination Date”~~")~~, commencing on March 11, 2013~~. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the ~~related~~ Pass-Through Rate on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount due to this Certificate’s 's pro rata share of the amount to be distributed on the Certificates of this Class ~~A-3 Certificates~~ as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. ~~Collateral Support Deficits~~ Realized Losses, Expense Losses and interest shortfalls on the Mortgage Loans shall be allocated on the applicable Distribution Date to ~~the respective Classes of Principal Balance Certificates~~ Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All ~~Collateral Support Deficits~~ Realized Losses, Expense Losses and interest shortfalls on the Mortgage Loans allocated to any Class of ~~Principal Balance~~ Certificates will be allocated pro rata among the outstanding Certificates of such Class. The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the ~~Collection~~ Certificate Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust. All distributions under the Pooling and Servicing Agreement to a nominee of The Depository Trust Company (“"DTC”") will be made by or on behalf of the Certificate Administrator by check mailed to such ▇▇▇▇▇▇’s address as it appears on the Certificate Register of the Certificate Registrar or, upon written request to the Certificate Administrator on or prior to the related Record Date (or upon standing instructions given to the Certificate Administrator on the Closing Date prior to any Record Date, which instructions may be revoked at any time thereafter upon written notice to the Certificate Administrator five (5) days prior to the related Record Date) made by a Certificateholder Paying Agent by wire transfer in immediately available funds to an account specified in the request of such Certificateholder. All distributions under the Pooling and Servicing Agreement to Certificateholders will be made by wire transfer in immediately available funds to the account specified by the Certificateholder, at a bank or other entity having appropriate facilities therefor, if such Certificateholder will have provided the Paying Agent with wiring instructions on or prior to the related Record Date or otherwise by check mailed to such Certificateholder. Notwithstanding the above, the final distribution on any Certificate will be made only upon presentation and surrender of such Certificate at the location that will be specified in a notice of the pendency of such final distribution. The Pooling and Servicing Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Certificateholders under the Pooling and Servicing Agreement at any time by the parties thereto with the consent of the Holders of not less than 51% of the ~~aggregate Voting Rights~~ Aggregate Certificate Balance of the Certificates then ~~outstanding~~outstanding (and under certain circumstances, without regard to Certificates held by the Depositor, any of the Depositor's Affiliates and/or agents or any Seller), as specified in the Pooling and Servicing Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange ~~herefor~~ therefor or in lieu hereof whether or not notation of such consent is made upon the Certificate. The Pooling and Servicing Agreement also permits the amendment thereof, in certain circumstances, without the consent of the Holders of any of the Certificates. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the Corporate Trust Office of the Certificate Registrar, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s 's attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreement, the Certificates are issuable in fully registered form only, without coupons, in minimum denominations specified in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations as requested by the Holder surrendering the same. No service charge will be made to a Certificateholder for any such registration of transfer or ~~exchange~~ exchange, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates. Notwithstanding the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book entry facilities of DTC. The ~~Depositor~~Trustee, the Paying Agent, the General Master Servicer, the Prudential Master Servicer, the Special ~~Servicer,~~ Servicer or the ~~Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating Agent and any of their agents~~ Operating Adviser may treat the Person in whose name this Certificate is registered as of the related Record Date as the owner hereof for the purpose of receiving distributions as provided in the Pooling and Servicing Agreement and for all ~~purposes~~other purposes whatsoever, and none of the ~~Depositor~~Trustee, the Paying Agent, the General Master Servicer, the Prudential Master Servicer, the Special ~~Servicer,~~ Servicer or the ~~Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating Agent or any such agents~~ Operating Adviser shall be affected by notice to the contrary. The obligations and responsibilities of the Trustee and the ~~Certificate Administrator~~ Paying Agent created hereby (other than the obligation of the ~~Certificate Administrator~~Paying Agent, to make payments to the Class R R-I Certificateholders, Class R-II Certificateholders, the REMIC III Certificateholders, and the Class A-MFL Certificateholders, as set forth in Section ~~11.3~~ 10.2 of the Pooling and Servicing Agreement and other than the obligations in the nature of information or tax reporting) shall terminate on the earliest of (i) the later of (A) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust (and final distribution to the Certificateholders) and (B) the disposition of all REO Property (and final distribution to the Certificateholders), (ii) the sale of the property held by the Trust in accordance with Section ~~11.1(b~~10.1(b) of the Pooling and Servicing Agreement, (iii) the termination of the Trust pursuant to Section ~~11.1(c~~10.1(c) of the Pooling and Servicing Agreement or (iv) ~~voluntary exchange by~~ the ~~Sole Certificateholder~~ transfer of ~~all~~ the ~~outstanding Certificates (other than the Class R Certificates) for the remaining Mortgage Loans and REO Properties~~ property held in the Trust ~~Fund pursuant to the terms of~~ in accordance with Section ~~11.1(d~~10.1(d) of the Pooling and Servicing Agreement; provided that in no event shall the Trust continue beyond the expiration of 21 years from the death of the last survivor of the descendants of ~~▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇~~Joseph P. Kennedy, the late Ambassador of the United States to the ~~Court of St.~~ Co▇▇▇ ▇▇ ▇▇. ▇▇▇▇▇, living on the date hereof. The parties designated in the ~~Pooling and~~ Pooli▇▇ ▇▇d Servicing Agreement may exercise their option to ~~purchase~~ purchase, in whole only, the Mortgage Loans and any other ~~property~~ property, if any, remaining in the Trust and cause the termination of the Trust in accordance with the requirements set forth in the Pooling and Servicing Agreement. Upon termination of the Trust and payment of the Certificates and of all administrative expenses associated with the Trust, any remaining assets of the Trust shall be distributed to the holders of the ~~Class R~~ Residual Certificates. The Certificate Registrar has executed this Certificate under the Pooling and Servicing Agreement. THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Morgan Stanley Capital I Trust 2006-Iq12)

Certificate. ~~evidencing a~~ Evidencing the 100% beneficial ~~ownership~~ interest in ~~a New York common law trust~~ all of the assets of the Issuer (~~the “Trust”~~as defined below), ~~consisting~~ which consist primarily of ~~a pool~~ motor vehicle receivables, including motor vehicle retail installment sales contracts and/or installment loans that are secured by new and used automobiles, light-duty trucks and motorcycles. (This Certificate does not represent an interest in or obligation of ~~commercial and multifamily mortgage loans (~~Capital One Auto Receivables, LLC, Capital One Auto Finance, Inc. or any of their respective Affiliates, except to the ~~“Mortgage Loans”~~extent described below.) ~~and certain other property~~THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR ANY OTHER APPLICABLE SECURITIES OR "BLUE SKY" LAWS OF ANY STATE OR OTHER JURISDICTION, ~~formed and sold by~~ AND MAY NOT BE RESOLD, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR ANY OTHER APPLICABLE SECURITIES OR "BLUE SKY" LAWS, PURSUANT TO AN EXEMPTION THEREFROM OR IN A TRANSACTION NOT SUBJECT THERETO. THIS CERTIFIES THAT ~~CEDE & CO.~~ [_____________] is the registered owner of ~~this commercial mortgage pass~~a 100% nonassessable, fully-~~through certificate~~ paid, beneficial interest in the Trust Estate of CAPITAL ONE PRIME AUTO RECEIVABLES TRUST 2003-2, a Delaware statutory trust (~~this “Certificate”~~the "Issuer") formed by Capital One Auto Receivables, LLC, a Delaware limited liability company, as depositor (the "Seller")~~, which has been issued~~ . The Issuer was created pursuant to ~~the Pooling and Servicing Agreement,~~ a Trust Agreement dated as ~~specified above~~ of July 24, 2003 (as amended and restated as of September 23, 2003, the ~~“Pooling and Servicing~~ "Trust Agreement”"), between ~~Banc of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Commercial Mortgage Inc.~~ the Seller and Wilmington Trust Company, as owner trustee (~~hereinafter called~~ the ~~“Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement~~"Owner Trustee")~~, the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar and the Authenticating Agent~~, a summary of certain of the pertinent provisions of which is set forth hereafter. The Trust consists primarily of the Mortgage Loans, such amounts as shall from time to time be held in the Collection Account and Distribution Account, the Insurance Policies and any REO Propertiesbelow. To the extent not otherwise defined herein, the capitalized terms used herein have the ~~respective~~ meanings assigned to them in the ~~Pooling~~ Sale and Servicing Agreement~~. This Certificate is one~~ , dated as of ~~a duly authorized issue of Certificates designated~~ September 23, 2003, among the Seller, the Issuer, JPMorgan Chase Bank, as indenture trustee, and Capital One Auto Finance, Inc., as servicer, as the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C8, Commercial Mortgage Pass-Through Certificates, Series 2013-C8 (herein called the “Certificates”). The Certificates are issued in the Classes specified in the Pooling and Servicing Agreement and will evidence in the aggregate 100% of the beneficial ownership of the Trust. This Certificate represents an interest in the Class A-3 Certificates equal same may be amended or supplemented from time to the quotient expressed as a percentage obtained by dividing the initial Certificate Balance of this Certificate specified on the face hereof by the initial Aggregate Certificate Balance of the Class A-3 Certificates. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the parties theretotime. This Certificate is issued under and is subject to the terms, provisions and conditions of the ~~Pooling and Servicing~~ Trust Agreement, to which ~~Pooling and Servicing Agreement, as amended from time to time,~~ Trust Agreement the ~~Holder~~ holder of this Certificate by virtue of the acceptance hereof assents and by which such ~~Holder~~ holder is bound. ~~In the case of any conflict between terms specified in this Certificate~~ The provisions and ~~terms specified in the Pooling and Servicing Agreement, the terms~~ conditions of the ~~Pooling and Servicing~~ Trust Agreement ~~shall govern. Distributions of principal of and interest on this Certificate will be made out of the Available Distribution Amount, to the extent and subject to the limitations~~ are hereby incorporated by reference as though set forth in the Pooling and Servicing Agreement, on the 4th Business Day after the related Determination Date (a “Distribution Date”) commencing on the First Distribution Date specified above, to the Person in whose name their entirety herein. The holder of this Certificate ~~is registered on the applicable Record Date. The Determination Date is the 11th day~~ acknowledges and agrees that its rights to receive distributions in respect of ~~each month, or, if the 11th day is not a Business Day, the next succeeding Business Day (a “Determination Date”), commencing on March 11, 2013. All sums distributable on~~ this Certificate are ~~payable~~ subordinated to the rights of the Noteholders and the Swap Counterparty as described in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the related Pass-Through Rate on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount due to this Certificate’s pro rata share of the amount to be distributed on the Class A-3 Certificates as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. Collateral Support Deficits shall be allocated on the applicable Distribution Date to the respective Classes of Principal Balance Certificates in the manner set forth in the Pooling and Servicing Agreement. All Collateral Support Deficits allocated to any Class of Principal Balance Certificates will be allocated pro rata among the outstanding Certificates of such Class. The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust. All distributions under the Pooling and Servicing Agreement to a nominee of The Depository Trust Company (“DTC”) will be made by or on behalf of the Certificate Administrator by check mailed to such ▇▇▇▇▇▇’s address as it appears on the Certificate Register of the Certificate Registrar or, upon written request to the Certificate Administrator on or prior to the related Record Date (or upon standing instructions given to the Certificate Administrator on the Closing Date prior to any Record Date, which instructions may be revoked at any time thereafter upon written notice to the Certificate Administrator five (5) days prior to the related Record Date) made by a Certificateholder by wire transfer in immediately available funds to an account specified in the request of such Certificateholder. Notwithstanding the aboveIndenture, the final distribution on any Certificate will be made only upon presentation and surrender of such Certificate at the location that will be specified in a notice of the pendency of such final distribution. The Pooling and Servicing Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Certificateholders under the Pooling and Servicing Agreement at any time by the parties thereto with the consent of the Holders of not less than 51% of the aggregate Voting Rights of the Certificates then outstanding, as specified in the Pooling and Servicing Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon the Certificate. The Pooling and Servicing Agreement also permits the amendment thereof, in certain circumstances, without the consent of the Holders of any of the Certificates. As provided in the Pooling Sale and Servicing Agreement and the Trust Agreement, as applicable. THIS CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. By accepting this Certificate, the Certificateholder hereby covenants and agrees that prior to the date which is one year and one day after payment in full of all obligations of each Bankruptcy Remote Party in respect of all securities issued by the Bankruptcy Remote Parties (i) such Person shall not authorize such Bankruptcy Remote Party to commence a voluntary winding-up or other voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to such Bankruptcy Remote Party or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect in any jurisdiction or seeking the appointment of an administrator, a trustee, receiver, liquidator, custodian or other similar official with respect to such Bankruptcy Remote Party or any substantial part of its property or to consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against such Bankruptcy Remote Party, or to make a general assignment for the benefit of any party hereto or any other creditor of such Bankruptcy Remote Party, and (ii) such Person shall not commence or join with any other Person in commencing any proceeding against such Bankruptcy Remote Party under any bankruptcy, reorganization, liquidation or insolvency law or statute now or hereafter in effect in any jurisdiction. This Certificate may not be acquired by or for the account of or with the assets of (a) an employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to ~~certain limitations therein set forth~~the provisions of Title 1 of ERISA, (b) a plan described in Section 4975(e)(1) of the Code or (c) any entity whose underlying assets include plan assets by reason of a plan's investment in the entity (each, a "Benefit Plan"). By accepting and holding this Certificate, the ~~transfer~~ holder hereof shall be deemed to have represented and warranted that it is not a Benefit Plan and is not purchasing on behalf of a Benefit Plan. It is the intention of the parties to the Trust Agreement that, solely for income and franchise tax purposes, the Issuer will be disregarded as an entity separate from the Seller, the Seller will be disregarded as an entity separate from COAF and the Notes will be characterized as debt. By accepting this Certificate, the Certificateholder agrees to take no action inconsistent with the foregoing intended tax treatment. By accepting this Certificate, the Certificateholder acknowledges that this Certificate ~~is registrable~~ represents a beneficial interest in the ~~Certificate Register upon surrender of this Certificate for registration of transfer at the Corporate Trust Office~~ Issuer only and does not represent interests in or obligations of the Certificate Registrar, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing AgreementSeller, the Certificates are issuable in fully registered form only, without coupons, in minimum denominations specified in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates. Notwithstanding the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book entry facilities of DTC. The Depositor, the Master Servicer, the ~~Special Servicer~~Administrator, the Owner Trustee, the Indenture Trustee or any of their respective Affiliates and no recourse may be had against such parties or their assets, except as expressly set forth or contemplated in this Certificate, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating Agent and any of their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating Agent Agreement or any ~~such agents shall be affected by notice to the contrary. The obligations and responsibilities of the Trustee and the Certificate Administrator created hereby (~~other than the obligation of the Certificate Administrator, to make payments to the Class R Certificateholders, as set forth in Section 11.3 of the Pooling and Servicing Agreement and other than the obligations in the nature of information or tax reporting) shall terminate on the earliest of (i) the later of (A) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust (and final distribution to the Certificateholders) and (B) the disposition of all REO Property (and final distribution to the Certificateholders), (ii) the sale of the property held by the Trust in accordance with Section 11.1(b) of the Pooling and Servicing Agreement, (iii) the termination of the Trust pursuant to Section 11.1(c) of the Pooling and Servicing Agreement or (iv) voluntary exchange by the Sole Certificateholder of all the outstanding Certificates (other than the Class R Certificates) for the remaining Mortgage Loans and REO Properties in the Trust Fund pursuant to the terms of Section 11.1(d) of the Pooling and Servicing Agreement; provided that in no event shall the Trust continue beyond the expiration of 21 years from the death of the last survivor of the descendants of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the late Ambassador of the United States to the Court of St. ▇▇▇▇▇, living on the date hereof. The parties designated in the Pooling and Servicing Agreement may exercise their option to purchase the Mortgage Loans and any other property remaining in the Trust and cause the termination of the Trust in accordance with the requirements set forth in the Pooling and Servicing Agreement. Upon termination of the Trust and payment of the Certificates and of all administrative expenses associated with the Trust, any remaining assets of the Trust shall be distributed to the holders of the Class R Certificates. The Certificate Registrar has executed this Certificate under the Pooling and Servicing AgreementTransaction Document.

Appears in 1 contract

Sources: Trust Agreement (Capital One Prime Auto Receivables Trust 2003-2)

Certificate. ~~evidencing a beneficial ownership interest in a New York common law trust (~~During the “Trust”), consisting primarily of a pool of commercial and multifamily mortgage loans (the “Mortgage Loans”) and certain other property, formed and sold by THIS CERTIFIES THAT CEDE & CO. is the registered owner term of this ~~commercial mortgage pass-through certificate (this “Certificate”), which has been issued pursuant to the Pooling and Servicing~~ Agreement, dated as specified above (the “Pooling and Servicing Agreement”), between Banc of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Commercial Mortgage Inc. (hereinafter called the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement), the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar and the Authenticating Agent, a summary of certain of the pertinent provisions of which is set forth hereafter. The Trust consists primarily of the Mortgage Loans, such amounts as shall from time to time be held in the Collection Account and Distribution Account, the Insurance Policies and any REO Properties. To the extent not defined herein, the capitalized terms used herein have the respective meanings assigned in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C8, Commercial Mortgage Pass-Through Certificates, Series 2013-C8 (herein called the “Certificates”). The Certificates are issued in the Classes specified in the Pooling and Servicing Agreement and will evidence in the aggregate 100% of the beneficial ownership of the Trust. This Certificate represents an interest in the Class A-3 Certificates equal to the quotient expressed as a percentage obtained by dividing the initial Certificate Balance of this Certificate specified on the face hereof by the initial Aggregate Certificate Balance of the Class A-3 Certificates. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the parties thereto. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. Distributions of principal of and interest on this Certificate will be made out of the Available Distribution Amount, to the extent and subject to the limitations set forth in the Pooling and Servicing Agreement, on the 4th Business Day after the related Determination Date (a “Distribution Date”) commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered on the applicable Record Date. The Determination Date is the 11th day of each month, or, if the 11th day is not a Business Day, the next succeeding Business Day (a “Determination Date”), commencing on March 11, 2013. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the related Pass-Through Rate on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount due to this Certificate’s pro rata share of the amount to be distributed on the Class A-3 Certificates as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. Collateral Support Deficits shall be allocated on the applicable Distribution Date to the respective Classes of Principal Balance Certificates in the manner set forth in the Pooling and Servicing Agreement. All Collateral Support Deficits allocated to any Class of Principal Balance Certificates will be allocated pro rata among the outstanding Certificates of such Class. The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust. All distributions under the Pooling and Servicing Agreement to a nominee of The Depository Trust Company (“DTC”) will be made by or on behalf of the Certificate Administrator by check mailed to such ▇▇▇▇▇▇’s address as it appears on the Certificate Register of the Certificate Registrar or, upon written request to the Certificate Administrator on or prior to the ~~related Record Date (or upon standing instructions given to~~ date that the Certificate Administrator on the Closing Date prior to any Record Date, which instructions may be revoked at any time thereafter upon written notice to the Certificate Administrator five (5) days prior to the related Record Date) made by a Certificateholder by wire transfer in immediately available funds to an account specified in the request of such Certificateholder. Notwithstanding the above, the final distribution on any Certificate will be made only upon presentation and surrender of such Certificate at the location that will be specified in a notice of the pendency of such final distribution. The Pooling and Servicing Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Certificateholders under the Pooling and Servicing Agreement at any time by the parties thereto with the consent of the Holders of not less than 51% of the aggregate Voting Rights of the Certificates then outstanding, as specified in the Pooling and Servicing Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon the Certificate. The Pooling and Servicing Agreement also permits the amendment thereof, in certain circumstances, without the consent of the Holders of any of the Certificates. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the Corporate Trust Office of the Certificate Registrar, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreement, the Certificates first Securities are issuable in fully registered form only, without coupons, in minimum denominations specified in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates. Notwithstanding the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book entry facilities of DTC. The Depositor, the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating Agent and any of their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating Agent or any such agents shall be affected by notice to the contrary. The obligations and responsibilities of the Trustee and the Certificate Administrator created hereby (other than the obligation of the Certificate Administrator, to make payments to the Class R Certificateholders, as set forth in Section 11.3 of the Pooling and Servicing Agreement and other than the obligations in the nature of information or tax reporting) shall terminate on the earliest of (i) the later of (A) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust (and final distribution to the Certificateholders) and (B) the disposition of all REO Property (and final distribution to the Certificateholders), (ii) the sale of the property held by the Trust in accordance with Section 11.1(b) of the Pooling and Servicing Agreement, (iii) the termination of the Trust pursuant to Section 11.1(c) of the Pooling and Servicing Agreement or (iv) voluntary exchange by the Sole Certificateholder of all the outstanding Certificates (other than the Class R Certificates) for the remaining Mortgage Loans and REO Properties in the Trust Fund sold pursuant to the terms of ~~Section 11.1(d~~this Agreement and each time the Issuer: (a) files a Canadian Prospectus Supplement relating to the Placement Securities or amends the Canadian Prospectus; (b) files a U.S. Prospectus Supplement relating to Placement Securities or amends or supplements the Registration Statement or the U.S. Prospectus relating to the Placement Securities by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the U.S. Prospectus relating to the Placement Securities; (c) files an annual report on Form 40-F under the Exchange Act (“Form 40-F”); or (d) furnishes a Form 6-K under the Exchange Act that includes interim financial statements, a quarterly report, an amended quarterly report or any amended financial statement; each date of filing or furnishing of one or more of the ~~Pooling and Servicing Agreement; provided that~~ documents referred to in clauses (a) through (c) shall be a “Representation Date”, the Issuer shall furnish the Agents with a certificate, in the form attached hereto as Exhibit A. The requirement to provide a certificate under this Section 7.2 shall be waived for any Representation Date occurring at a time at which no ~~event~~ Placement Notice is pending, which waiver shall continue until the ~~Trust continue beyond the expiration of 21 years from the death~~ earlier to occur of the ~~last survivor~~ date the Issuer delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Issuer files its annual report on Form 40-F. Notwithstanding the foregoing, if the Issuer subsequently decides to sell Placement Securities following a Representation Date when the Issuer relied on such waiver and did not provide the Agents with a certificate under this Section 7.2, then before the Issuer delivers the Placement Notice or SGAS sells any Placement Securities, the Issuer shall provide the Agents with a certificate, in the form attached hereto as Exhibit A, dated the date of the descendants of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the late Ambassador of the United States to the Court of St. ▇▇▇▇▇, living on the date hereof. The parties designated in the Pooling and Servicing Agreement may exercise their option to purchase the Mortgage Loans and any other property remaining in the Trust and cause the termination of the Trust in accordance with the requirements set forth in the Pooling and Servicing Agreement. Upon termination of the Trust and payment of the Certificates and of all administrative expenses associated with the Trust, any remaining assets of the Trust shall be distributed to the holders of the Class R Certificates. The Certificate Registrar has executed this Certificate under the Pooling and Servicing AgreementPlacement Notice.

Appears in 1 contract

Sources: Equity Distribution Agreement (Canetic Resources Trust)

Certificate. evidencing a beneficial ownership interest in a ~~New York common law trust (the “Trust”)~~Trust Fund, consisting primarily of a pool of ~~commercial~~ commercial, multifamily and ~~multifamily~~ manufactured housing community mortgage ~~loans~~ loans, other than the One Post Office Square B Note (the “"Mortgage Loans”) "), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and ~~certain~~ revenues received in respect thereof, the mortgagee's rights under the Insurance Policies, any Assignment of Leases, and any guaranties, escrow accounts or other ~~property~~collateral as security for the Mortgage Loans, and such amounts as shall from time to time be held in the Certificate Account, the Distribution Accounts, the Interest Reserve Account, the Excess Interest Distribution Account, the Gain-on-Sale Reserve Account and the REO Accounts, formed and sold by J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP. THIS CERTIFICAT▇ ▇▇▇▇ ▇▇▇ REPRESENT AN OBLIGATION OF OR INTEREST IN J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP., THE SERVICER, T▇▇ ▇▇▇▇▇▇▇ S▇▇▇▇▇ER, THE TRUSTEE, THE PAYING AGENT OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES. THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced by this ~~commercial mortgage pass-through certificate (this “Certificate”), which has been~~ Certificate in the Class X-1 Certificates issued by the Trust Fund created pursuant to the Pooling and Servicing Agreement, dated as ~~specified above~~ of September 30, 2003 (the “"Pooling and Servicing Agreement”"), ~~between Banc of America ▇▇▇▇~~among J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP. (hereinafter cal▇▇▇ ▇▇▇ "▇▇~~▇ Commercial Mortgage Inc. (hereinafter called the “Depositor”~~positor", which term includes any successor entity under the Pooling and Servicing Agreement), the ~~Master Servicer~~Trustee, the Special ~~Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar~~ Servicer and the ~~Authenticating Agent, a~~ Servicer. A summary of certain of the pertinent provisions of ~~which~~ the Pooling and Servicing Agreement is set forth hereafter~~. The Trust consists primarily of the Mortgage Loans, such amounts as shall from time to time be held in the Collection Account and Distribution Account, the Insurance Policies and any REO Properties~~. To the extent not defined herein, the capitalized terms used herein shall have the ~~respective~~ meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as Certificates of the ▇▇series specified on the face hereof (herein called the "Certificates") and representing the percentage interest in the Class of Certificates specified on the face hereof. The Certificates are designated as the J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP., Commercial Mort▇▇▇▇ ▇▇▇▇-▇~~▇▇ Bank of America ▇▇~~h▇▇▇▇▇ ~~▇▇▇▇▇ Trust 2013-C8, Commercial Mortgage Pass-Through~~ Certificates, Series ~~2013~~2003-~~C8 (herein called the “Certificates”). The Certificates~~ LN1 and are issued in the ~~Classes specified~~ classes as specifically set forth in the Pooling and Servicing ~~Agreement and~~ Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership of the Trust. This Certificate represents an interest in the Class A-3 Certificates equal to the quotient expressed as a percentage obtained by dividing the initial Certificate Balance of this Certificate specified on the face hereof by the initial Aggregate Certificate Balance of the Class A-3 CertificatesTrust Fund. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the ~~parties thereto~~Trustee. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the ~~Holder of this Certificate~~ Certificateholder by virtue of the acceptance hereof assents and by which ~~such Holder~~ the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. ~~Distributions~~ This Certificate is a "regular interest" in a "real estate mortgage investment conduit," as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of ~~principal~~ the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and ~~interest on~~ take no action inconsistent with the treatment of, this Certificate ~~will be made out~~ in accordance with the preceding sentence for purposes of ~~the Available Distribution Amount~~federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income. Pursuant to the ~~extent and subject to the limitations set forth in~~ terms of the Pooling and Servicing Agreement, on the ~~4th Business Day after the related Determination Date (a “Distribution Date”) commencing on the First Distribution Date specified above,~~ Paying Agent shall distribute to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person's pro rata share (based on the ~~applicable Record Date. The Determination Date is~~ Percentage Interest represented by this Certificate) of that portion of the ~~11th day~~ aggregate amount of ~~each month, or~~interest then distributable, if any, allocable to the ~~11th day is~~ Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate will not ~~a Business Day,~~ be entitled to distributions in respect of principal. Holders of this Certificate may be entitled to Yield Maintenance Charges as provided in the ~~next succeeding Business Day (a “Determination Date”), commencing on March 11, 2013~~Pooling and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. This Class X-1 Certificate has no principal balance and will not receive any distribution of principal. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date ~~at the related~~ Class X-1 Pass-Through Rate specified above on the ~~Certificate Balance~~ Notional Amount of this Certificate immediately prior to ~~each~~ such Distribution Date, as specified above. ~~Principal and interest~~ Interest allocated to this Certificate on any Distribution Date will be in an amount due to this Certificate’s 's pro rata share of the ~~amount~~ Available Distribution Amount to be distributed on the Certificates of this Class ~~A-3 Certificates~~ as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. Collateral Support Deficits shall be allocated on the applicable Distribution Date to the respective Classes of Principal Balance Certificates in the manner set forth in the Pooling and Servicing Agreement. All Collateral Support Deficits allocated to any Class of Principal Balance Certificates will be allocated pro rata among the outstanding Certificates of such Class. The Certificates are limited in right of payment to to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Certificate Account and the Distribution Accounts will be held on behalf of the Trustee on behalf of the Holders of Certificates specified in the Pooling and Servicing Agreement and the Servicer (with respect to the Certificate Account) or the Paying Agent (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts may be invested in Permitted Investments. Interest or other income earned on funds in the Certificate Account will be paid to the Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the ~~Collection~~ Certificate Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and the One Post Office Square B Note and administration of the ~~Trust~~Trust Fund. All distributions under the Pooling and Servicing Agreement to a ~~nominee~~ Class of ~~The Depository Trust Company (“DTC”) will~~ Certificates shall be made ~~by or~~ on ~~behalf~~ each Distribution Date (other than the final distribution on any Certificate) to Certificateholders of record on the ~~Certificate Administrator~~ related Record Date by check mailed to ~~such ▇▇▇▇▇▇’s~~ the address ~~as it appears on~~ set forth therefor in the Certificate Register ~~of the Certificate Registrar~~ or, ~~upon written request to~~ provided that such Certificateholder has provided the ~~Certificate Administrator on or prior to the related Record Date (or upon standing~~ Paying Agent with wire instructions ~~given to the Certificate Administrator on the Closing Date prior to any Record Date, which instructions may be revoked~~ in writing at ~~any time thereafter upon written notice to the Certificate Administrator~~ least five ~~(5) days~~ Business Days prior to the related Record Date~~) made by a Certificateholder~~ , by wire transfer in of immediately available funds to an the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the request of such Certificateholder. Notwithstanding the above, the final distribution on any Certificate will be made only upon presentation and surrender of such Certificate at the location that will be specified in a notice ~~of the pendency~~ to Certificateholders of such final distribution. ~~The Pooling and Servicing Agreement permits, with certain exceptions therein provided,~~ Any funds not distributed on the ~~amendment thereof and the modification~~ final Distribution Date because of the ~~rights~~ failure of Certificateholders to tender their Certificates shall be set aside and ~~obligations~~ held uninvested in trust for the benefit of the ~~Certificateholders under~~ non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any Certificates as to which notice has been given pursuant to Section 4.01(h) of the Pooling and Servicing Agreement ~~at any~~ shall not have been surrendered for cancellation within six months after the time ~~by the parties thereto with the consent of the Holders of not less than 51% of the aggregate Voting Rights of the Certificates then outstanding, as~~ specified in such notice, the Paying Agent shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation to receive the final distribution with respect thereto. If within one year after the second notice not all of such Certificates shall have been surrendered for cancellation, the Paying Agent may, directly or through an agent, take appropriate steps to contact the remaining non-tendering Certificateholders concerning surrender of their Certificates. The costs and expenses of holding such funds in trust and of contacting such Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust as a result of such Certificateholder's failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon the Certificate. The Pooling and Servicing Agreement also permits the amendment thereof, in certain circumstances, without the consent of the Holders of any of the Certificates. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is ~~registrable~~ registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the ~~Corporate Trust Office~~ office of the Certificate ~~Registrar~~Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder~~’s attorney~~ 's attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized ~~denominations~~ Denominations will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreement, the Class X Certificates ~~are issuable~~ will be issued in ~~fully registered~~ book-entry form ~~only~~through the facilities of DTC in Denominations of not less than $1,000,000 initial Notional Amount and in integral multiples of $1 in excess thereof, ~~without coupons~~with one Certificate of such Class evidencing an additional amount equal to the remainder of the initial Notional Amount of such Class. No fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange referred to in Section 5.02 of the Pooling and Servicing Agreement other than for transfers to Institutional Accredited Investors as provided in Section 5.02(g) thereof. In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate Registrar's counsel's review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided in ~~minimum denominations specified in~~ Section 5.02 of the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations as requested ) incurred by the ~~Holder surrendering the same~~Certificate Registrar in connection with such transfer. ~~No service charge will be made for any such registration of transfer or exchange but the~~ The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any ~~tax~~ tax, expense or other governmental charge ~~that may be imposed~~ payable in connection with any such transfer or exchange of Certificates. Notwithstanding the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book entry facilities of DTCexchange. The Depositor, the ~~Master~~ Trustee, the Servicer, the Special Servicer, the ~~Trust Advisor, the Trustee, the Custodian,~~ Paying Agent and the Certificate ~~Administrator, the Certificate Registrar, the Authenticating Agent~~ Registrar and any of their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and ~~none of~~ neither the Depositor, the ~~Master~~ Trustee, the Servicer, the Special Servicer, the ~~Trust Advisor, the Trustee, the Custodian~~Paying Agent, the Certificate ~~Administrator, the Certificate Registrar, the Authenticating Agent or~~ Registrar nor any such agents shall be affected by any notice to the contrary. The obligations and responsibilities of the Trustee and the Certificate Administrator created hereby (other than the obligation of the Certificate Administrator, to make payments to the Class R Certificateholders, as set forth in Section 11.3 of the Pooling and Servicing Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Paying Agent and the Trustee, without the consent of any of the Certificateholders, to cure any ambiguity, to correct or supplement any provisions therein that may be inconsistent with any other provisions therein or the Prospectus or the Prospectus Supplement or to correct any error; to maintain the rating or ratings assigned to each Class of Certificates by each Rating Agency; to modify, eliminate or add to any provisions to such extent as is necessary to maintain the qualification of any of the Upper-Tier REMIC, the Lower-Tier REMIC or the Loan REMIC as a REMIC, or the Grantor Trust as a grantor trust at all times any Certificate is outstanding or to avoid or minimize the imposition of any tax, provided, however, an Opinion of Counsel is obtained to the effect that such action shall not adversely affect in any material respect the interest of any Certificateholder and such action is necessary or desirable to avoid such tax; to change the timing and/or nature of deposits into the Certificate Account or Distribution Accounts or REO Account or to change the name in which the Certificate Account is maintained, provided, however, that the P&I Advance Date shall not be later than the ~~obligations~~ related Distribution Date, an Opinion of Counsel is obtained to the effect that such action shall not adversely affect in any material respect the interest of any Certificateholder and that such action will not result in the ~~nature of information~~ withdrawal, downgrade or ~~tax reporting) shall terminate on the earliest of (i) the later of (A) the final payment or other liquidation~~ qualification of the ~~last Mortgage Loan remaining in the Trust (and final distribution~~ then-current rating by any Rating Agency, as evidenced by a letter from such Rating Agency to such effect; to modify, eliminate or add to the ~~Certificateholders) and (B) the disposition~~ provisions of ~~all REO Property (and final distribution to the Certificateholders), (ii) the sale of the property held by the Trust in accordance with~~ Section ~~11.1(b) of the Pooling and Servicing Agreement, (iii) the termination of the Trust pursuant to Section 11.1(c~~5.02(d) of the Pooling and Servicing Agreement or ~~(iv) voluntary exchange~~ any other provision thereof restricting transfer of the Residual Certificates by virtue of their being the ~~Sole Certificateholder~~ REMIC "residual interests," and such change shall not, as evidenced by an Opinion of ~~all~~ Counsel, cause any of the ~~outstanding Certificates~~ Upper-Tier REMIC, the Lower-Tier REMIC, the Loan REMIC or any of the Certificateholders (other than the ~~Class R Certificates~~Transferor) ~~for~~ to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization or a Non-U.S. Person; and to make any other provisions with respect to matters or questions arising under the ~~remaining Mortgage Loans~~ Pooling and ~~REO Properties in~~ Servicing Agreement which shall not be materially inconsistent with the ~~Trust Fund pursuant to the terms of Section 11.1(d)~~ provisions of the Pooling and Servicing Agreement, provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interest of any Certificateholder not consenting thereto; provided further, that in no event ~~shall~~ may any amendment change in any manner the ~~Trust continue beyond~~ obligations of any Mortgage Loan Seller without the ~~expiration of 21 years from the death~~ consent of the ~~last survivor~~ applicable Mortgage Loan Seller. The Pooling and Servicing Agreement may also be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Paying Agent and the Trustee with the consent of the ~~descendants~~ Holders of ~~▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the late Ambassador~~ Certificates representing not less than 66 2/3% of the ~~United States~~ aggregate Percentage Interests of each Class of Certificates affected by the amendment for the purpose of adding any provisions to or changing in any manner or eliminating any of the ~~Court~~ provisions of ~~St. ▇▇▇▇▇, living on the date hereof. The parties designated in~~ the Pooling and Servicing Agreement ~~may exercise their option to purchase~~ or of modifying in any manner the ~~Mortgage Loans and any other property remaining in the Trust and cause the termination~~ rights of the Trust in accordance with the requirements set forth in the Pooling and Servicing Agreement. Upon termination of the Trust and payment of the Certificates and of all administrative expenses associated with the TrustCertificateholders; provided, ~~any remaining assets of the Trust shall be distributed to the holders of the Class R Certificates. The Certificate Registrar has executed this Certificate under the Pooling and Servicing Agreement.~~however, that no such amendment shall:

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Jp Morgan Chase Com Mort Sec Corp Ps THR Certs Ser 2003-Ln1)

Certificate. ~~evidencing a~~ Evidencing the 100% beneficial ~~ownership~~ interest in ~~a New York common law trust~~ all of the assets of the Issuer (~~the “Trust”~~as defined below), ~~consisting~~ which consist primarily of ~~a pool of commercial~~ motor vehicle receivables, including motor vehicle retail installment sales contracts and/or installment loans that are secured by new and ~~multifamily mortgage loans (the~~ used automobiles, light-duty trucks and motorcycles. THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR ANY OTHER APPLICABLE SECURITIES OR “~~Mortgage Loans”) and certain other property~~BLUE SKY” LAWS OF ANY STATE OR OTHER JURISDICTION, ~~formed and sold by~~ AND MAY NOT BE RESOLD, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR ANY OTHER APPLICABLE SECURITIES OR “BLUE SKY” LAWS, PURSUANT TO AN EXEMPTION THEREFROM OR IN A TRANSACTION NOT SUBJECT THERETO. THIS CERTIFIES THAT ~~CEDE & CO.~~ is the registered owner of ~~this commercial mortgage pass~~a 100% nonassessable, fully-~~through certificate (this “Certificate”)~~paid, ~~which has been issued pursuant to~~ beneficial interest in the ~~Pooling and Servicing Agreement~~Trust Estate of CAPITAL ONE PRIME AUTO RECEIVABLES TRUST 2004-3, ~~dated as specified above~~ a Delaware statutory trust (the “~~Pooling~~ Issuer”) formed by Capital One Auto Receivables, LLC, a Delaware limited liability company, as depositor (the “Seller”). The Issuer was created pursuant to a Trust Agreement dated as of November 12, 2004 (as amended and ~~Servicing~~ restated as of December 9, 2004, the “Trust Agreement”), between ~~Banc of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Commercial Mortgage Inc.~~ the Seller and Wilmington Trust Company, as owner trustee (~~hereinafter called~~ the “~~Depositor~~Owner Trustee”~~, which term includes any successor entity under the Pooling and Servicing Agreement~~)~~, the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar and the Authenticating Agent~~, a summary of certain of the pertinent provisions of which is set forth hereafter. The Trust consists primarily of the Mortgage Loans, such amounts as shall from time to time be held in the Collection Account and Distribution Account, the Insurance Policies and any REO Propertiesbelow. To the extent not otherwise defined herein, the capitalized terms used herein have the ~~respective~~ meanings assigned to them in the ~~Pooling~~ Sale and Servicing Agreement~~. This Certificate is one~~ , dated as of ~~a duly authorized issue of Certificates designated~~ December 9, 2004, between the Seller, the Issuer, JPMorgan Chase Bank, N.A., as Indenture Trustee, and Capital One Auto Finance, Inc., as Servicer, as the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C8, Commercial Mortgage Pass-Through Certificates, Series 2013-C8 (herein called the “Certificates”). The Certificates are issued in the Classes specified in the Pooling and Servicing Agreement and will evidence in the aggregate 100% of the beneficial ownership of the Trust. This Certificate represents an interest in the Class A-3 Certificates equal same may be amended or supplemented from time to the quotient expressed as a percentage obtained by dividing the initial Certificate Balance of this Certificate specified on the face hereof by the initial Aggregate Certificate Balance of the Class A-3 Certificates. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the parties theretotime. This Certificate is issued under and is subject to the terms, provisions and conditions of the ~~Pooling and Servicing~~ Trust Agreement, to which ~~Pooling and Servicing Agreement, as amended from time to time,~~ Trust Agreement the ~~Holder~~ holder of this Certificate by virtue of the acceptance hereof assents and by which such ~~Holder~~ holder is bound. ~~In the case of any conflict between terms specified in this Certificate~~ The provisions and ~~terms specified in the Pooling and Servicing Agreement, the terms~~ conditions of the ~~Pooling and Servicing~~ Trust Agreement ~~shall govern. Distributions of principal of and interest on this Certificate will be made out of the Available Distribution Amount, to the extent and subject to the limitations~~ are hereby incorporated by reference as though set forth in the Pooling and Servicing Agreement, on the 4th Business Day after the related Determination Date (a “Distribution Date”) commencing on the First Distribution Date specified above, to the Person in whose name their entirety herein. The holder of this Certificate ~~is registered on the applicable Record Date. The Determination Date is the 11th day~~ acknowledges and agrees that its rights to receive distributions in respect of ~~each month, or, if the 11th day is not a Business Day, the next succeeding Business Day (a “Determination Date”), commencing on March 11, 2013. All sums distributable on~~ this Certificate are ~~payable~~ subordinated to the rights of the Noteholders as described in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the related Pass-Through Rate on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount due to this Certificate’s pro rata share of the amount to be distributed on the Class A-3 Certificates as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. Collateral Support Deficits shall be allocated on the applicable Distribution Date to the respective Classes of Principal Balance Certificates in the manner set forth in the Pooling and Servicing Agreement. All Collateral Support Deficits allocated to any Class of Principal Balance Certificates will be allocated pro rata among the outstanding Certificates of such Class. The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust. All distributions under the Pooling and Servicing Agreement to a nominee of The Depository Trust Company (“DTC”) will be made by or on behalf of the Certificate Administrator by check mailed to such ▇▇▇▇▇▇’s address as it appears on the Certificate Register of the Certificate Registrar or, upon written request to the Certificate Administrator on or prior to the related Record Date (or upon standing instructions given to the Certificate Administrator on the Closing Date prior to any Record Date, which instructions may be revoked at any time thereafter upon written notice to the Certificate Administrator five (5) days prior to the related Record Date) made by a Certificateholder by wire transfer in immediately available funds to an account specified in the request of such Certificateholder. Notwithstanding the aboveIndenture, the final distribution on any Certificate will be made only upon presentation and surrender of such Certificate at the location that will be specified in a notice of the pendency of such final distribution. The Pooling and Servicing Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Certificateholders under the Pooling and Servicing Agreement at any time by the parties thereto with the consent of the Holders of not less than 51% of the aggregate Voting Rights of the Certificates then outstanding, as specified in the Pooling and Servicing Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon the Certificate. The Pooling and Servicing Agreement also permits the amendment thereof, in certain circumstances, without the consent of the Holders of any of the Certificates. As provided in the Pooling Sale and Servicing Agreement and the Trust Agreement, as applicable. By accepting this Certificate, the Certificateholder hereby covenants and agrees that prior to the date which is one year and one day after payment in full of all obligations of each Bankruptcy Remote Party in respect of all securities issued by the Bankruptcy Remote Parties (i) such Person shall not authorize such Bankruptcy Remote Party to commence a voluntary winding-up or other voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to such Bankruptcy Remote Party or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect in any jurisdiction or seeking the appointment of an administrator, a trustee, receiver, liquidator, custodian or other similar official with respect to such Bankruptcy Remote Party or any substantial part of its property or to consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against such Bankruptcy Remote Party, or to make a general assignment for the benefit of any party hereto or any other creditor of such Bankruptcy Remote Party, and (ii) such Person shall not commence or join with any other Person in commencing any proceeding against such Bankruptcy Remote Party under any bankruptcy, reorganization, liquidation or insolvency law or statute now or hereafter in effect in any jurisdiction. This Certificate may not be acquired by or for the account of or with the assets of (a) an employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to ~~certain limitations therein set forth~~the provisions of Title I of ERISA, (b) a plan described in Section 4975(e)(1) of the Code or (c) any entity whose underlying assets include plan assets by reason of an employee benefit plan’s or other plan’s investment in the entity (each, a “Benefit Plan”). By accepting and holding this Certificate, the ~~transfer~~ holder hereof shall be deemed to have represented and warranted that it is not a Benefit Plan and is not purchasing on behalf of ~~this Certificate~~ a Benefit Plan. It is ~~registrable in~~ the ~~Certificate Register upon surrender of this Certificate for registration of transfer at the Corporate Trust Office~~ intention of the ~~Certificate Registrar, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory~~ parties to the ~~Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney duly authorized in writing~~Trust Agreement that, solely for income and thereupon one or more new Certificates of the same Class in authorized denominations will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreementfranchise tax purposes, the Certificates are issuable in fully registered form only, without coupons, in minimum denominations specified in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates. Notwithstanding the foregoing, for (i) so long as ~~this Certificate~~ there is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book entry facilities of DTC. The Depositora single Certificateholder, the ~~Master Servicer~~Issuer will be disregarded as an entity separate from such Certificateholder, and if there is more than one Certificateholder, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating Agent and any of their agents may treat the Person in whose name this Certificate is registered Issuer will be treated as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating Agent or any such agents shall be affected by notice to the contrary. The obligations and responsibilities of the Trustee and the Certificate Administrator created hereby (other than the obligation of the Certificate Administrator, to make payments to the Class R Certificateholders, as set forth in Section 11.3 of the Pooling and Servicing Agreement and other than the obligations in the nature of information or tax reporting) shall terminate on the earliest of (i) the later of (A) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust (and final distribution to the Certificateholders) and (B) the disposition of all REO Property (and final distribution to the Certificateholders), a partnership; (ii) the ~~sale of the property held by the Trust in accordance with Section 11.1(b) of the Pooling~~ Seller will be disregarded as an entity separate from COAF; and ~~Servicing Agreement,~~ (iii) the ~~termination~~ Notes will be characterized as debt. By accepting this Certificate, the Certificateholder agrees to take no action inconsistent with the foregoing intended tax treatment. By accepting this Certificate, the Certificateholder acknowledges that this Certificate represents a beneficial interest in the Issuer only and does not represent interests in or obligations of the Seller, the Servicer, the Administrator, the Owner Trustee, the Indenture Trustee or any of their respective Affiliates and no recourse may be had against such parties or their assets, except as expressly set forth or contemplated in this Certificate, the Trust ~~pursuant to Section 11.1(c) of the Pooling and Servicing~~ Agreement or (iv) voluntary exchange by the Sole Certificateholder of all the outstanding Certificates (other than the Class R Certificates) for the remaining Mortgage Loans and REO Properties in the Trust Fund pursuant to the terms of Section 11.1(d) of the Pooling and Servicing Agreement; provided that in no event shall the Trust continue beyond the expiration of 21 years from the death of the last survivor of the descendants of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the late Ambassador of the United States to the Court of St. ▇▇▇▇▇, living on the date hereof. The parties designated in the Pooling and Servicing Agreement may exercise their option to purchase the Mortgage Loans and any other property remaining in the Trust and cause the termination of the Trust in accordance with the requirements set forth in the Pooling and Servicing Agreement. Upon termination of the Trust and payment of the Certificates and of all administrative expenses associated with the Trust, any remaining assets of the Trust shall be distributed to the holders of the Class R Certificates. The Certificate Registrar has executed this Certificate under the Pooling and Servicing AgreementTransaction Document.

Appears in 1 contract

Sources: Trust Agreement (Capital One Prime Auto Receivables Trust 2004-3)

Certificate. evidencing a beneficial ownership interest in a New York common law trust (the “Trust”), consisting primarily of a pool of commercial and multifamily mortgage loans (the “Mortgage Loans”) and certain other property, formed and sold by THIS CERTIFIES THAT CEDE & CO. is the registered owner of this commercial mortgage pass-through certificate (this “Certificate”), which has been issued pursuant to the Pooling and Servicing Agreement, dated as specified above (the “Pooling and Servicing Agreement”), between Banc of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Commercial Mortgage Inc. (hereinafter called the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement), the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar and the Authenticating Agent, a summary of certain of the pertinent provisions of which is set forth hereafter. The Trust consists primarily of the Mortgage Loans, such amounts as shall from time to time be held in the Collection Account and Distribution Account, the Insurance Policies and any REO Properties. To the extent not defined herein, the capitalized terms used herein have the respective meanings assigned in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C8, Commercial Mortgage Pass-Through Certificates, Series 2013-C8 (herein called the “Certificates”). The Certificates are issued in the Classes specified in the Pooling and Servicing Agreement and will evidence in the aggregate 100% of the beneficial ownership of the Trust. This Certificate represents an interest in the Class ~~A-3~~ A-1 Certificates equal to the quotient expressed as a percentage obtained by dividing the initial Certificate Balance of this Certificate specified on the face hereof by the initial Aggregate Certificate Balance of the Class ~~A-3~~ A-1 Certificates. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the parties thereto. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. Distributions of principal of and interest on this Certificate will be made out of the Available Distribution Amount, to the extent and subject to the limitations set forth in the Pooling and Servicing Agreement, on the 4th Business Day after the related Determination Date (a “Distribution Date”) commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered on the applicable Record Date. The Determination Date is the 11th day of each month, or, if the 11th day is not a Business Day, the next succeeding Business Day (a “Determination Date”), commencing on March 11, 2013. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the related Pass-Through Rate on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount due to this Certificate’s pro rata share of the amount to be distributed on the Class ~~A-3~~ A-1 Certificates as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. Collateral Support Deficits shall be allocated on the applicable Distribution Date to the respective Classes of Principal Balance Certificates in the manner set forth in the Pooling and Servicing Agreement. All Collateral Support Deficits allocated to any Class of Principal Balance Certificates will be allocated pro rata among the outstanding Certificates of such Class. The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust. All distributions under the Pooling and Servicing Agreement to a nominee of The Depository Trust Company (“DTC”) will be made by or on behalf of the Certificate Administrator by check mailed to such ▇▇▇▇▇▇’s address as it appears on the Certificate Register of the Certificate Registrar or, upon written request to the Certificate Administrator on or prior to the related Record Date (or upon standing instructions given to the Certificate Administrator on the Closing Date prior to any Record Date, which instructions may be revoked at any time thereafter upon written notice to the Certificate Administrator five (5) days prior to the related Record Date) made by a Certificateholder by wire transfer in immediately available funds to an account specified in the request of such Certificateholder. Notwithstanding the above, the final distribution on any Certificate will be made only upon presentation and surrender of such Certificate at the location that will be specified in a notice of the pendency of such final distribution. The Pooling and Servicing Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Certificateholders under the Pooling and Servicing Agreement at any time by the parties thereto with the consent of the Holders of not less than 51% of the aggregate Voting Rights of the Certificates then outstanding, as specified in the Pooling and Servicing Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon the Certificate. The Pooling and Servicing Agreement also permits the amendment thereof, in certain circumstances, without the consent of the Holders of any of the Certificates. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the Corporate Trust Office of the Certificate Registrar, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreement, the Certificates are issuable in fully registered form only, without coupons, in minimum denominations specified in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates. Notwithstanding the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book entry facilities of DTC. The Depositor, the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating Agent and any of their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating Agent or any such agents shall be affected by notice to the contrary. The obligations and responsibilities of the Trustee and the Certificate Administrator created hereby (other than the obligation of the Certificate Administrator, to make payments to the Class R Certificateholders, as set forth in Section 11.3 of the Pooling and Servicing Agreement and other than the obligations in the nature of information or tax reporting) shall terminate on the earliest of (i) the later of (A) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust (and final distribution to the Certificateholders) and (B) the disposition of all REO Property (and final distribution to the Certificateholders), (ii) the sale of the property held by the Trust in accordance with Section 11.1(b) of the Pooling and Servicing Agreement, (iii) the termination of the Trust pursuant to Section 11.1(c) of the Pooling and Servicing Agreement or (iv) voluntary exchange by the Sole Certificateholder of all the outstanding Certificates (other than the Class R Certificates) for the remaining Mortgage Loans and REO Properties in the Trust Fund pursuant to the terms of Section 11.1(d) of the Pooling and Servicing Agreement; provided that in no event shall the Trust continue beyond the expiration of 21 years from the death of the last survivor of the descendants of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the late Ambassador of the United States to the Court of St. ▇▇▇▇▇, living on the date hereof. The parties designated in the Pooling and Servicing Agreement may exercise their option to purchase the Mortgage Loans and any other property remaining in the Trust and cause the termination of the Trust in accordance with the requirements set forth in the Pooling and Servicing Agreement. Upon termination of the Trust and payment of the Certificates and of all administrative expenses associated with the Trust, any remaining assets of the Trust shall be distributed to the holders of the Class R Certificates. The Certificate Registrar has executed this Certificate under the Pooling and Servicing Agreement.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C8)

Certificate. evidencing a beneficial ownership interest in a ~~New York common law trust (the “~~Trust”), consisting primarily of a pool of commercial and multifamily mortgage loans (the “"Mortgage Loans”") and certain other property, formed and sold by MORGAN STANLEY CAPITAL I INC. THIS CERTIFIES THAT ~~CEDE~~ CED▇ & CO▇▇. ~~is the~~ ▇▇ ▇▇▇ registered owner of the interest evidenced by this ~~commercial mortgage pass-through certificate (this “Certificate”), which has been~~ Certificate in the Class X-2 Certificates issued by the Trust created pursuant to the Pooling and Servicing Agreement, dated as specified above (the “"Pooling and Servicing Agreement”"), ~~between Banc of America~~ among Morgan Stanley Capital I Inc. (hereinafter called the "Depositor," wh▇▇▇ ▇▇r▇ ▇▇▇▇▇~~▇▇ ▇▇▇▇▇ Commercial Mortgage Inc. (hereinafter called the “Depositor”, which term includes~~ des any successor entity under the Pooling and Servicing Agreement), the Trustee, the Paying Agent, the Certificate Registrar, the General Master Servicer, the Prudential Master Servicer and the Special Servicer~~, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar and the Authenticating Agent~~, a summary of certain of the pertinent provisions of which is set forth hereafter. The Trust consists primarily of the Mortgage Loans, such amounts as shall from time to time be held in the ~~Collection~~ Certificate Account and Distribution Account, the Insurance Policies and any REO Properties. To the extent not defined herein, the capitalized terms used herein have the ~~respective~~ meanings assigned in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as Certificates of the ~~▇▇▇▇▇▇~~ series specified on the face hereof (herein called the "Certificates") and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage obtained by dividing the Notional Amount of this Certificate specified on the face hereof by the initial aggregate Notional Amount of the Class X-2 Certificates. The Certificates are designated as the Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through Certi▇▇▇▇▇▇~~▇ Bank of America~~ s, ▇▇▇▇▇~~▇▇ ▇▇▇▇▇ Trust 2013~~s 2006-~~C8, Commercial Mortgage Pass-Through Certificates, Series 2013-C8 (herein called the “Certificates”). The Certificates~~ IQ12 and are issued in the Classes specified in the Pooling and Servicing ~~Agreement and~~ Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership of the Trust. This Certificate represents an interest in the Class A-3 Certificates equal to the quotient expressed as a percentage obtained by dividing the initial Certificate Balance of this Certificate specified on the face hereof by the initial Aggregate Certificate Balance of the Class A-3 Certificates. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that ~~agreement~~ Agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the ~~parties thereto~~Trustee and the Paying Agent. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the ~~Holder of this Certificate~~ Certificateholder by virtue of the acceptance hereof assents and by which ~~such Holder~~ the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. Distributions of ~~principal of and~~ interest on this Certificate will be made out of the Available Distribution Amount, to the extent and subject to the limitations set forth in the Pooling and Servicing Agreement, on the ~~4th~~ 15th day of each month or, if such 15th day is not a Business Day, the next succeeding Business Day ~~after the related Determination Date~~ (a “"Distribution Date”") commencing on the ~~First~~ first Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the ~~applicable~~ last Business Day of the month immediately preceding the month of such distribution (the "Record Date~~. The Determination Date is the 11th day of each month, or, if the 11th day is not a Business Day, the next succeeding Business Day (a “Determination Date”~~")~~, commencing on March 11, 2013~~. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the ~~related~~ Pass-Through Rate on the ~~Certificate Balance~~ Notional Amount of this Certificate immediately prior to each Distribution Date. ~~Principal and interest~~ Interest allocated to this Certificate on any Distribution Date will be in an amount due to this Certificate’s 's pro rata share of the amount to be distributed on the Certificates of this Class ~~A-3 Certificates~~ as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. ~~Collateral Support Deficits~~ Realized Losses, Expense Losses and interest shortfalls on the Mortgage Loans shall be allocated on the applicable Distribution Date to ~~the respective Classes of Principal Balance Certificates~~ Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All ~~Collateral Support Deficits~~ Realized Losses, Expense Losses and interest shortfalls on the Mortgage Loans allocated to any Class of ~~Principal Balance~~ Certificates will be allocated pro rata among the outstanding Certificates of such Class. The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the ~~Collection~~ Certificate Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust. All distributions under the Pooling and Servicing Agreement to ~~a nominee of The Depository Trust Company (“DTC”)~~ Certificateholders will be made by ~~or on behalf of the Certificate Administrator by check mailed to such ▇▇▇▇▇▇’s address as it appears on the Certificate Register of the Certificate Registrar or, upon written request~~ wire transfer in immediately available funds to the ~~Certificate Administrator~~ account specified by the Certificateholder, at a bank or other entity having appropriate facilities therefor, if such Certificateholder will have provided the Paying Agent with wiring instructions on or prior to the related Record Date (or ~~upon standing instructions given~~ otherwise by check mailed to the Certificate Administrator on the Closing Date prior to any Record Date, which instructions may be revoked at any time thereafter upon written notice to the Certificate Administrator five (5) days prior to the related Record Date) made by a Certificateholder by wire transfer in immediately available funds to an account specified in the request of such Certificateholder. Notwithstanding the above, the final distribution on any Certificate will be made only upon presentation and surrender of such Certificate at the location that will be specified in a notice of the pendency of such final distribution. The Pooling and Servicing Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Certificateholders under the Pooling and Servicing Agreement at any time by the parties thereto with the consent of the Holders of not less than 51% of the ~~aggregate Voting Rights~~ Aggregate Certificate Balance of the Certificates then ~~outstanding~~outstanding (and under certain circumstances, without regard to Certificates held by the Depositor, any of the Depositor's Affiliates and/or agents or any Seller), as specified in the Pooling and Servicing Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange ~~herefor~~ therefor or in lieu hereof whether or not notation of such consent is made upon the Certificate. The Pooling and Servicing Agreement also permits the amendment thereof, in certain circumstances, without the consent of the Holders of any of the Certificates. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the Corporate Trust Office of the Certificate Registrar, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s 's attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreement, the Class X-2 Certificates ~~are issuable~~ will be issued in ~~fully registered form only, without coupons,~~ denominations of $100,000 initial Notional Amount and in ~~minimum denominations specified~~ any whole dollar denomination in ~~the Pooling and Servicing Agreement~~excess thereof. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations as requested by the Holder surrendering the same. No service charge will be made to a Certificateholder for any such registration of transfer or ~~exchange~~ exchange, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates. Notwithstanding the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book entry facilities of DTC. The ~~Depositor~~Trustee, the Paying Agent, the General Master Servicer, the Prudential Master Servicer, the Special ~~Servicer,~~ Servicer or the ~~Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating Agent and any of their agents~~ Operating Adviser may treat the Person in whose name this Certificate is registered as of the related Record Date as the owner hereof for the purpose of receiving distributions as provided in the Pooling and Servicing Agreement and for all ~~purposes~~other purposes whatsoever, and none of the ~~Depositor~~Trustee, the Paying Agent, the General Master Servicer, the Prudential Master Servicer, the Special ~~Servicer,~~ Servicer or the ~~Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating Agent or any such agents~~ Operating Adviser shall be affected by notice to the contrary. The obligations and responsibilities of the Trustee and the ~~Certificate Administrator~~ Paying Agent created hereby (other than the obligation of the ~~Certificate Administrator~~Paying Agent, to make payments to the Class R R-I Certificateholders, Class R-II Certificateholders, the REMIC III Certificateholders, and the Class A-MFL Certificateholders, as set forth in Section ~~11.3~~ 10.2 of the Pooling and Servicing Agreement and other than the obligations in the nature of information or tax reporting) shall terminate on the earliest of (i) the later of (A) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust (and final distribution to the Certificateholders) and (B) the disposition of all REO Property (and final distribution to the Certificateholders), (ii) the sale of the property held by the Trust in accordance with Section ~~11.1(b~~10.1(b) of the Pooling and Servicing Agreement, (iii) the termination of the Trust pursuant to Section ~~11.1(c~~10.1(c) of the Pooling and Servicing Agreement or (iv) ~~voluntary exchange by~~ the ~~Sole Certificateholder~~ transfer of ~~all~~ the ~~outstanding Certificates (other than the Class R Certificates) for the remaining Mortgage Loans and REO Properties~~ property held in the Trust ~~Fund pursuant to the terms of~~ in accordance with Section ~~11.1(d~~10.1(d) of the Pooling and Servicing Agreement; provided that in no event shall the Trust continue beyond the expiration of 21 years from the death of the last survivor of the descendants of ~~▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇~~Joseph P. Kennedy, the late Ambassador of the United States to the ~~Court of St.~~ Co▇▇▇ ▇▇ ▇▇. ▇▇▇▇▇, living on the date hereof. The parties designated in the ~~Pooling and~~ Pooli▇▇ ▇▇d Servicing Agreement may exercise their option to ~~purchase~~ purchase, in whole only, the Mortgage Loans and any other ~~property~~ property, if any, remaining in the Trust and cause the termination of the Trust in accordance with the requirements set forth in the Pooling and Servicing Agreement. Upon termination of the Trust and payment of the Certificates and of all administrative expenses associated with the Trust, any remaining assets of the Trust shall be distributed to the holders of the ~~Class R~~ Residual Certificates. The Certificate Registrar has executed this Certificate under the Pooling and Servicing Agreement. THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Morgan Stanley Capital I Trust 2006-Iq12)

Certificate. evidencing a beneficial ownership interest in a ~~New York common law trust (the “Trust”)~~Trust Fund, consisting primarily of a pool of commercial and multifamily fixed rate balloon and fully amortizing mortgage loans (the “"Mortgage Loans”) "), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and ~~certain~~ revenues received in respect thereof, the mortgagee's rights under the Insurance Policies, any Assignment of Leases, and any guaranties, escrow accounts or other ~~property~~collateral as security for the Mortgage Loans, the Loan REMIC Interests and such amounts as shall from time to time be held in the Certificate Account, the Distribution Accounts, the Interest Reserve Account, the Excess Interest Distribution Account and the REO Accounts, formed and sold by CHASE COMMERCIAL MORTGAGE SECURITIES CORP. THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CHASE COMMERCIAL MORTGAGE SECURITIES CORP., THE SERVICER, THE SPECIAL SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES. THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced by this ~~commercial mortgage pass-through certificate (this “Certificate”), which has been~~ Certificate in the Class A-2 Certificates issued by the Trust Fund created pursuant to the Pooling and Servicing Agreement, dated as ~~specified above~~ of June 10, 2000 (the “"Pooling and Servicing Agreement”"), ~~between Banc of America ▇▇▇▇▇▇▇ ▇▇▇▇▇~~ among Chase Commercial Mortgage ~~Inc.~~ Securities Corp. (hereinafter called the “"Depositor”", which term includes any successor entity under the Pooling and Servicing Agreement), the ~~Master Servicer~~Trustee, the Servicer and the Special Servicer~~, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar and the Authenticating Agent, a~~ . A summary of certain of the pertinent provisions of ~~which~~ the Pooling and Servicing Agreement is set forth hereafter~~. The Trust consists primarily of the Mortgage Loans, such amounts as shall from time to time be held in the Collection Account and Distribution Account, the Insurance Policies and any REO Properties~~. To the extent not defined herein, the capitalized terms used herein shall have the ~~respective~~ meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as Certificates of the ~~▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank~~ series specified on the face hereof (herein called the "Certificates") and representing an interest in the Class of ~~America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C8~~Certificates specified on the face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial Certificate Balance of the Class A-2 Certificates. The Certificates are designated as the Chase Commercial Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates, Series ~~2013~~2000-~~C8 (herein called the “Certificates”). The Certificates~~ 2 and are issued in ~~the Classes specified~~ eighteen classes as specifically set forth in the Pooling and Servicing ~~Agreement and~~ Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership of the Trust. This Certificate represents an interest in the Class A-3 Certificates equal to the quotient expressed as a percentage obtained by dividing the initial Certificate Balance of this Certificate specified on the face hereof by the initial Aggregate Certificate Balance of the Class A-3 CertificatesTrust Fund. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the ~~parties thereto~~Trustee. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the ~~Holder of this Certificate~~ Certificateholder by virtue of the acceptance hereof assents and by which ~~such Holder~~ the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. ~~Distributions~~ This Certificate is a "regular interest" in a "real estate mortgage investment conduit," as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of ~~principal~~ the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and ~~interest on~~ take no action inconsistent with the treatment of, this Certificate ~~will be made out~~ in accordance with the preceding sentence for purposes of ~~the Available Distribution Amount~~federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income. Pursuant to the ~~extent and subject to the limitations set forth in~~ terms of the Pooling and Servicing Agreement, on the ~~4th Business Day after the related Determination Date (a “Distribution Date”) commencing on the First Distribution Date specified above,~~ Paying Agent shall distribute to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person's pro rata share (based on the ~~applicable Record Date. The Determination Date is~~ Percentage Interest represented by this Certificate) of that portion of the ~~11th day~~ aggregate amount of ~~each month, or~~principal and interest then distributable, if any, allocable to the ~~11th day is not a Business Day~~Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described in the ~~next succeeding Business Day (a “Determination Date”), commencing on March 11, 2013~~Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Yield Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the ~~related~~ Class A-2 Pass-Through Rate specified above on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount due to this Certificate’s 's pro rata share of the ~~amount~~ Available Distribution Amount to be distributed on the Certificates of this Class ~~A-3 Certificates~~ as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. Collateral Support ~~Deficits~~ Deficit and Certificate Deferred Interest on the Mortgage Loans shall be allocated on the applicable Distribution Date to ~~the respective Classes of Principal Balance Certificates~~ Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All Collateral Support ~~Deficits~~ Deficit or Certificate Deferred Interest on the Mortgage Loans allocated to any Class of ~~Principal Balance~~ Certificates will be allocated pro rata among the outstanding Certificates of such Class. The Certificates are limited in right of payment to to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Certificate Account and the Distribution Accounts will be held in the name of the Trustee and Paying Agent, respectively, on behalf of the Holders of Certificates specified in the Pooling and Servicing Agreement and the Servicer (with respect to the Certificate Account) or the Paying Agent (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts may be invested in Permitted Investments. Interest or other income earned on funds in the Certificate Account and Distribution Accounts will be paid to the Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the ~~Collection~~ Certificate Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the ~~Trust~~Trust Fund. All distributions under the Pooling and Servicing Agreement to a ~~nominee~~ Class of ~~The Depository Trust Company (“DTC”) will~~ Certificates shall be made ~~by or~~ on ~~behalf~~ each Distribution Date (other than the final distribution on any Certificate) to Certificateholders of record on the ~~Certificate Administrator~~ related Record Date by check mailed to ~~such ▇▇▇▇▇▇’s~~ the address ~~as it appears on~~ set forth therefor in the Certificate Register ~~of the Certificate Registrar~~ or, ~~upon written request to~~ provided that such Certificateholder (1) has provided the ~~Certificate Administrator on or~~ Trustee and the Paying Agent with wire instructions in writing at least five Business Days prior to the related Record Date and (2) is the Holder of Certificates with an original Certificate Balance or ~~upon standing instructions given to the Certificate Administrator on the Closing Date prior to any Record Date~~Notional Amount, ~~which instructions may be revoked~~ as applicable, of at ~~any time thereafter upon written notice to the Certificate Administrator five (5) days prior to the related Record Date) made by a Certificateholder~~ least $5,000,000, by wire transfer in of immediately available funds to an the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the request of such Certificateholder. Notwithstanding the above, the final distribution on any Certificate will be made only upon presentation and surrender of such Certificate at the location that will be specified in a notice ~~of the pendency~~ to Certificateholders of such final distribution. ~~The Pooling and Servicing Agreement permits, with certain exceptions therein provided,~~ Any funds not distributed on the ~~amendment thereof and the modification~~ final Distribution Date because of the ~~rights~~ failure of Certificateholders to tender their Certificates shall be set aside and ~~obligations~~ held uninvested in trust for the benefit of the ~~Certificateholders under~~ non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any Certificates as to which notice has been given pursuant to Section 4.01(g) of the Pooling and Servicing Agreement ~~at any~~ shall not have been surrendered for cancellation within six months after the time ~~by the parties thereto with the consent of the Holders of not less than 51% of the aggregate Voting Rights of the Certificates then outstanding, as~~ specified in such notice, the Paying Agent shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation to receive the final distribution with respect thereto. If within one year after the second notice not all of such Certificates shall have been surrendered for cancellation, the Paying Agent may, directly or through an agent, take appropriate steps to contact the remaining non-tendering Certificateholders concerning surrender of their Certificates. The costs and expenses of holding such funds in trust and of contacting such Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust as a result of such Certificateholder's failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(g) of the Pooling and Servicing Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon the Certificate. The Pooling and Servicing Agreement also permits the amendment thereof, in certain circumstances, without the consent of the Holders of any of the Certificates. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is ~~registrable~~ registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the ~~Corporate Trust Office~~ office of the Certificate ~~Registrar~~Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder~~’s attorney~~ 's attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized ~~denominations~~ Denominations will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreement, the Class X Certificates ~~are issuable~~ will be issued in ~~fully registered~~ book-entry form ~~only~~through the facilities of DTC in Denominations of not less than $1,000,000 initial Notional Amount and in integral multiples of $1 in excess thereof, ~~without coupons, in minimum denominations specified in~~ with one Certificate of such Class evidencing an additional amount equal to the remainder of the initial Notional Amount of such Class. Subject to the terms of the Pooling and Servicing Agreement, the Offered Certificates (other than the Class X Certificates) will be issued in book-entry form through the facilities of DTC in Denominations of $10,000 initial Certificate Balance, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class. ~~As provided~~ Subject to the terms of the Pooling and Servicing Agreement, the Non-Registered Certificates (other than the Residual Certificates) will be issued in book-entry form through the facilities of DTC in Denominations of $250,000 initial Certificate Balance, and in integral multiples of $1 in excess thereof, with one Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class. The Class R and Class LR Certificates will be issued in fully registered, certificated form, in Denominations representing Percentage Interests of not less than 20%. No fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange referred to in Section 5.02 of the Pooling and Servicing Agreement ~~and subject~~ other than for transfers to ~~certain limitations therein set forth~~Institutional Accredited Investors as provided in Section 5.02(g) thereof. In connection with any transfer to an Institutional Accredited Investor, ~~Certificates are exchangeable~~ the Transferor shall reimburse the Trust for ~~new Certificates~~ any costs (including the cost of the ~~same Class in authorized denominations as requested~~ Certificate Registrar's counsel's review of the documents and any legal opinions, submitted by the ~~Holder surrendering~~ transferor or transferee to the ~~same~~Certificate Registrar as provided in Section 5.02 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. ~~No service charge will be made for any such registration of transfer or exchange but the~~ The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any ~~tax~~ tax, expense or other governmental charge ~~that may be imposed~~ payable in connection with any such transfer or exchange of Certificates. Notwithstanding the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book entry facilities of DTCexchange. The Depositor, the ~~Master~~ Trustee, the Servicer, the Special Servicer, the ~~Trust Advisor, the Trustee, the Custodian,~~ Paying Agent and the Certificate ~~Administrator, the Certificate Registrar, the Authenticating Agent~~ Registrar and any of their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and ~~none of~~ neither the Depositor, the ~~Master~~ Trustee, the Servicer, the Special Servicer, the ~~Trust Advisor, the Trustee, the Custodian~~Paying Agent, the Certificate ~~Administrator, the Certificate Registrar, the Authenticating Agent or~~ Registrar nor any such agents shall be affected by any notice to the contrary. The obligations and responsibilities of the Trustee and the Certificate Administrator created hereby (other than the obligation of the Certificate Administrator, to make payments to the Class R Certificateholders, as set forth in Section 11.3 of the Pooling and Servicing Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer and ~~other than~~ the ~~obligations in~~ Trustee, without the ~~nature~~ consent of ~~information or tax reporting) shall terminate on the earliest of (i) the later of (A) the final payment or other liquidation~~ any of the ~~last Mortgage Loan remaining in~~ Certificateholders, to cure any ambiguity, to correct or supplement any provisions herein or therein that may be inconsistent with any other provisions herein or therein or to correct any error; to maintain the ~~Trust (and final distribution~~ rating or ratings assigned to each Class of Certificates by each Rating Agency; to modify, eliminate or add to any provisions to such extent as is necessary to maintain the Certificateholders) and (B) the disposition of all REO Property (and final distribution to the Certificateholders), (ii) the sale of the property held by the Trust in accordance with Section 11.1(b) of the Pooling and Servicing Agreement, (iii) the termination qualification of the Trust ~~pursuant~~ Fund, the Loan REMIC, the Upper-Tier REMIC or the Lower-Tier REMIC as a REMIC, or the Grantor Trust as a grantor trust at all times any Certificate is outstanding or to avoid or minimize the imposition of any tax, provided, however, an Opinion of Counsel is obtained to the effect that such action shall not adversely affect in any material respect the interest of any Certificateholder and such action is necessary or desirable to avoid such tax; to change the timing and/or nature of deposits into the Certificate Account or Distribution Accounts or REO Account or to change the name in which the Certificate Account is maintained, provided, however, that the P&I Advance Date shall not be later than the related Distribution Date, an Opinion of Counsel is obtained to the effect that such action shall not adversely affect in any material respect the interest of any Certificateholder and that such action will not result in the withdrawal, downgrade or qualification of the then-current rating by any Rating Agency, as evidenced by a letter from such Rating Agency to such effect; to modify, eliminate or add to the provisions of Section ~~11.1(c~~5.02(d) of the Pooling and Servicing Agreement or ~~(iv) voluntary exchange~~ any other provision thereof restricting transfer of the Residual Certificates by virtue of their being the ~~Sole Certificateholder~~ REMIC "residual interests," and such change shall not, as evidenced by an Opinion of ~~all~~ Counsel, cause the ~~outstanding Certificates~~ Upper-Tier REMIC or the Lower-Tier REMIC or any of the Certificateholders (other than the ~~Class R Certificates~~Transferor) ~~for~~ to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization or a Non-U.S. Person; and to make any other provisions with respect to matters or questions arising under the ~~remaining Mortgage Loans~~ Pooling and ~~REO Properties in~~ Servicing Agreement which shall not be materially inconsistent with the ~~Trust Fund pursuant to the terms of Section 11.1(d)~~ provisions of the Pooling and Servicing Agreement~~; provided~~ , provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in ~~no event shall~~ any material respect the ~~Trust continue beyond the expiration~~ interest of 21 years from the death of the last survivor of the descendants of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the late Ambassador of the United States to the Court of St. ▇▇▇▇▇, living on the date hereofany Certificateholder not consenting thereto. The ~~parties designated in the~~ Pooling and Servicing Agreement may ~~exercise their option~~ also be amended from time to ~~purchase~~ time by the ~~Mortgage Loans~~ Depositor, the Servicer, the Special Servicer and ~~any other property remaining in~~ the ~~Trust and cause~~ Trustee with the ~~termination~~ consent of the ~~Trust in accordance with the requirements set forth in the Pooling and Servicing Agreement. Upon termination~~ Holders of Certificates representing not less than 66 2/3% of the ~~Trust and payment~~ aggregate Percentage Interests of each Class of Certificates affected by the ~~Certificates and~~ amendment for the purpose of ~~all administrative expenses associated with the Trust,~~ adding any ~~remaining assets of the Trust shall be distributed~~ provisions to ~~the holders of the Class R Certificates. The Certificate Registrar has executed this Certificate under the Pooling and Servicing Agreement.~~or chang

Appears in 1 contract

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

Certificate. evidencing a beneficial ownership interest in a ~~New York common law trust (the “Trust”)~~Trust Fund, consisting primarily of a pool of commercial and multifamily fixed rate, fully amortizing and balloon mortgage loans (the “Mortgage Loans”) ), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and ~~certain~~ revenues received in respect thereof, the mortgagee's rights under the Insurance Policies, any Assignment of Leases, and any guaranties, escrow accounts or other ~~property~~collateral as security for the Mortgage Loans, and such amounts as shall from time to time be held in the Certificate Account, the Distribution Accounts, and the REO Accounts, formed and sold by CHASE COMMERCIAL MORTGAGE SECURITIES CORP. THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN CHASE COMMERCIAL MORTGAGE SECURITIES CORP., THE SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE FISCAL AGENT OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES. THIS CERTIFIES THAT ~~CEDE & CO.~~ __________________ is the registered owner of the interest evidenced by this ~~commercial mortgage pass-through certificate (this “Certificate”), which has been~~ Certificate in the Class X Certificates issued by the Trust Fund created pursuant to the Pooling and Servicing Agreement, dated as ~~specified above~~ of June 1, 1997 (the “Pooling and Servicing Agreement”), ~~between Banc of America ▇▇▇▇▇▇▇ ▇▇▇▇▇~~ among Chase Commercial Mortgage ~~Inc.~~ Securities Corp. (hereinafter called the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement), the ~~Master Servicer~~Trustee, the Special Servicer, the ~~Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar~~ Servicer and the ~~Authenticating~~ Fiscal Agent~~, a~~ . A summary of certain of the pertinent provisions of ~~which~~ the Pooling and Servicing Agreement is set forth hereafter~~. The Trust consists primarily of the Mortgage Loans, such amounts as shall from time to time be held in the Collection Account and Distribution Account, the Insurance Policies and any REO Properties~~. To the extent not defined herein, the capitalized terms used herein shall have the ~~respective~~ meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as Certificates of the ~~▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank~~ series specified on the face hereof (herein called the Certificates) and representing an interest in the Class of ~~America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C8~~Certificates specified on the face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial Notional Amount of the Class X Certificates. The Certificates are designated as the Chase Commercial Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates, Series ~~2013~~1997-~~C8 (herein called the “Certificates”). The Certificates~~ 1 and are issued in ~~the~~ thirteen Classes ~~specified~~ as specifically set forth in the Pooling and Servicing ~~Agreement and~~ Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership of the Trust. This Certificate represents an interest in the Class A-3 Certificates equal to the quotient expressed as a percentage obtained by dividing the initial Certificate Balance of this Certificate specified on the face hereof by the initial Aggregate Certificate Balance of the Class A-3 CertificatesTrust Fund. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the ~~parties thereto~~Trustee. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the ~~Holder of this Certificate~~ Certificateholder by virtue of the acceptance hereof assents and by which ~~such Holder~~ the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. ~~Distributions~~ This Certificate is a regular interest in a real estate mortgage investment conduit, as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of ~~principal~~ the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and ~~interest on~~ take no action inconsistent with the treatment of, this Certificate ~~will be made out~~ in accordance with the preceding sentence for purposes of ~~the Available Distribution Amount~~federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income. Pursuant to the ~~extent and subject to the limitations set forth in~~ terms of the Pooling and Servicing Agreement, on the ~~4th Business Day after the related Determination Date (a “Distribution Date”) commencing on the First Distribution Date specified above,~~ Paying Agent shall distribute to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person's pro rata share (based on the ~~applicable Record Date. The Determination Date is~~ Percentage Interest represented by this Certificate) of that portion of the ~~11th day~~ aggregate amount of ~~each month, or~~interest then distributable, if any, allocable to the ~~11th day is~~ Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate will not ~~a Business Day,~~ be entitled to distributions in respect of principal. Holders of this Certificate may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the ~~next succeeding Business Day (a “Determination Date”), commencing on March 11, 2013~~Pooling and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date in an amount equal to the sum of one-month's interest at the ~~related~~ then-applicable Pass-Through ~~Rate~~ Rates on the ~~Certificate Balance~~ notional amounts of ~~this Certificate~~ the WAC Component and the A-1 Component immediately prior to ~~each~~ such Distribution Date, as specified above. ~~Principal and interest~~ Interest allocated to this Certificate on any Distribution Date will be in an amount due to this Certificate’s 's pro rata share of the ~~amount~~ Available Distribution Amount to be distributed on the Certificates of this Class ~~A-3 Certificates~~ as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. Collateral Support Deficits shall be allocated on the applicable Distribution Date to the respective Classes of Principal Balance Certificates in the manner set forth in the Pooling and Servicing Agreement. All Collateral Support Deficits allocated to any Class of Principal Balance Certificates will be allocated pro rata among the outstanding Certificates of such Class. The Certificates are limited in right of payment to to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Certificate Account and the Distribution Account will be held in the name of the Servicer and Paying Agent, respectively, on behalf of the Holders of Certificates specified in the Pooling and Servicing Agreement and the Servicer (with respect to the Certificate Account) or the Paying Agent (with respect to the Distribution Account) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts may be invested in Permitted Investments. Interest or other income earned on funds in the Certificate Account and Distribution Account will be paid to the Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the ~~Collection~~ Certificate Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the ~~Trust~~Trust Fund. All distributions under the Pooling and Servicing Agreement to a ~~nominee~~ Class of ~~The Depository Trust Company (“DTC”) will~~ Certificates shall be made ~~by or~~ on ~~behalf~~ each Distribution Date (other than the final distribution on any Certificate) to Certificateholders of record on the ~~Certificate Administrator~~ related Record Date by check mailed to ~~such ▇▇▇▇▇▇’s~~ the address ~~as it appears on~~ set forth therefor in the Certificate Register ~~of the Certificate Registrar~~ or, ~~upon written request to~~ provided that such Certificateholder (1) has provided the ~~Certificate Administrator on or~~ Trustee and the Paying Agent with wire instructions in writing at least five Business Days prior to the related Record Date and (2) is the Holder of Certificates with an original Certificate Balance or ~~upon standing instructions given to the Certificate Administrator on the Closing Date prior to any Record Date~~Notional Amount, ~~which instructions may be revoked~~ as applicable, of at ~~any time thereafter upon written notice to the Certificate Administrator five (5) days prior to the related Record Date) made by a Certificateholder~~ least $5,000,000, by wire transfer in of immediately available funds to an the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the request of such Certificateholder. Notwithstanding the above, the final distribution on any Certificate will be made only upon presentation and surrender of such Certificate at the location that will be specified in a notice ~~of the pendency~~ to Certificateholders of such final distribution. ~~The Pooling and Servicing Agreement permits, with certain exceptions therein provided,~~ Any funds not distributed on the ~~amendment thereof and the modification~~ final Distribution Date because of the ~~rights~~ failure of Certificateholders to tender their Certificates shall be set aside and ~~obligations~~ held uninvested in trust for the benefit of the ~~Certificateholders under~~ non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any Certificates as to which notice has been given pursuant to Section 4.01(g) of the Pooling and Servicing Agreement ~~at any~~ shall not have been surrendered for cancellation within six months after the time ~~by the parties thereto with the consent of the Holders of not less than 51% of the aggregate Voting Rights of the Certificates then outstanding, as~~ specified in such notice, the Paying Agent shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation to receive the final distribution with respect thereto. If within one year after the second notice not all of such Certificates shall have been surrendered for cancellation, the Paying Agent may, directly or through an agent, take appropriate steps to contact the remaining non-tendering Certificateholders concerning surrender of their Certificates. The costs and expenses of holding such funds in trust and of contacting such Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust as a result of such Certificateholder's failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(g) of the Pooling and Servicing Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon the Certificate. The Pooling and Servicing Agreement also permits the amendment thereof, in certain circumstances, without the consent of the Holders of any of the Certificates. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is ~~registrable~~ registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the ~~Corporate Trust Office~~ office of the Certificate ~~Registrar~~Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder~~’s attorney~~ 's attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized ~~denominations~~ Denominations will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreement, the Class X Certificates ~~are issuable~~ will be issued in ~~fully registered~~ book-entry form ~~only~~through the facilities of DTC in Denominations of not less than $1,000,000 initial Notional Amount and in integral multiples of $1,000 in excess thereof, ~~without coupons, in minimum denominations specified in~~ with one Certificate of such Class evidencing an additional amount equal to the remainder of the initial Notional Amount of such Class. Subject to the terms of the Pooling and Servicing Agreement, the Offered Certificates (other than the Class X Certificates) will be issued in book-entry form through the facilities of DTC in Denominations of $25,000 initial Certificate Balance, and in integral multiples of $1,000 in excess thereof, with one Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class. ~~As provided~~ Subject to the terms of the Pooling and Servicing Agreement, the Non-Registered Certificates (other than the Residual Certificates) will be issued in book-entry form through the facilities of DTC in Denominations of $250,000 initial Certificate Balance, and in integral multiples of $1,000 in excess thereof, with one Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class. The Class R and Class LR Certificates will be issued in fully registered, certificated form, in Denominations representing Percentage Interests of not less than 20%. No fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange referred to in Section 5.02 of the Pooling and Servicing Agreement ~~and subject~~ other than for transfers to ~~certain limitations therein set forth~~Institutional Accredited Investors as provided in Section 5.02(h) thereof. In connection with any transfer to an Institutional Accredited Investor, ~~Certificates are exchangeable~~ the Transferor shall reimburse the Trust for ~~new Certificates~~ any costs (including the cost of the ~~same Class in authorized denominations as requested~~ Certificate Registrar's counsel's review of the documents and any legal opinions, submitted by the ~~Holder surrendering~~ transferor or transferee to the ~~same~~Certificate Registrar as provided in Section 5.02 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. ~~No service charge will be made for any such registration of transfer or exchange but the~~ The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any ~~tax~~ tax, expense or other governmental charge ~~that may be imposed~~ payable in connection with any such transfer or exchange of Certificates. Notwithstanding the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book entry facilities of DTCexchange. The Depositor, the ~~Master~~ Trustee, the Fiscal Agent, the Servicer, the Special Servicer, the ~~Trust Advisor~~Paying Agent, ~~the Trustee, the Custodian,~~ and the Certificate ~~Administrator, the Certificate Registrar, the Authenticating Agent~~ Registrar and any of their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and ~~none of~~ neither the Depositor, the ~~Master~~ Trustee, the Servicer, the Special Servicer, the ~~Trust Advisor, the Trustee, the Custodian~~Fiscal Agent, the Certificate ~~Administrator, the Certificate Registrar, the Authenticating Agent or~~ Registrar nor any such agents shall be affected by any notice to the contrary. The obligations and responsibilities of the Trustee and the Certificate Administrator created hereby (other than the obligation of the Certificate Administrator, to make payments to the Class R Certificateholders, as set forth in Section 11.3 of the Pooling and Servicing Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Fiscal Agent and the Trustee, without the consent of any of the Certificateholders, to cure any ambiguity, to correct or supplement any provisions herein or therein that may be inconsistent with any other provisions herein or therein or to correct any error; to maintain the rating or ratings assigned to each Class of Certificates by each Rating Agency; to modify, eliminate or add to any provisions to such extent as is necessary to maintain the qualification of either the Upper-Tier REMIC or the Lower-Tier REMIC as a REMIC to avoid or minimize the imposition of any tax, provided, however, an Opinion of Counsel is obtained to the effect that such action shall not adversely affect in any material respect the interest of any Certificateholder and such action is necessary or desirable to avoid such tax and such action will not result in the withdrawal, downgrade or qualification of the then-current rating by any Rating Agency, as evidenced by a letter from such Rating Agency to such effect; to change the timing and/or nature of deposits into the Certificate Account or Distribution Account or REO Account or to change the name in which the Certificate Account is maintained, provided, however, that the P&I Advance Date shall not be later than the ~~obligations~~ related Distribution Date, an Opinion of Counsel is obtained to the effect that such action shall not adversely affect in any material respect the interest of any Certificateholder and that such action will not result in the ~~nature of information~~ withdrawal, downgrade or ~~tax reporting) shall terminate on the earliest of (i) the later of (A) the final payment or other liquidation~~ qualification of the ~~last Mortgage Loan remaining in the Trust (and final distribution~~ then-current rating by any Rating Agency, as evidenced by a letter from such Rating Agency to such effect; to modify, eliminate or add to the ~~Certificateholders) and (B) the disposition~~ provisions of ~~all REO Property (and final distribution to the Certificateholders), (ii) the sale of the property held by the Trust in accordance with~~ Section ~~11.1(b) of the Pooling and Servicing Agreement, (iii) the termination of the Trust pursuant to Section 11.1(c~~5.02(d) of the Pooling and Servicing Agreement or ~~(iv) voluntary exchange~~ any other provision thereof restricting transfer of the Residual Certificates by virtue of their being the ~~Sole Certificateholder~~ REMIC residual interests, provided that such change shall not result in the withdrawal, downgrade or qualification of ~~all~~ the ~~outstanding Certificates~~ then-current rating assigned to any Class of Certificates, as evidenced by a letter from each Rating Agency to such effect, and such change shall not, as evidenced by an Opinion of Counsel, cause either the Upper-Tier REMIC or the Lower-Tier REMIC or any of the Certificateholders (other than the ~~Class R Certificates~~Transferor) ~~for~~ to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization or a Non-U.S. Person; and to make any other provisions with respect to matters or questions arising under the ~~remaining Mortgage Loans~~ Pooling and ~~REO Properties in~~ Servicing Agreement which shall not be materially inconsistent with the ~~Trust Fund pursuant to the terms of Section 11.1(d)~~ provisions of the Pooling and Servicing Agreement~~; provided~~ , provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in ~~no event shall~~ any material respect the ~~Trust continue beyond the expiration~~ interest of 21 years from the death of the last survivor of the descendants of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the late Ambassador of the United States to the Court of St. ▇▇▇▇▇, living on the date hereofany Certificateholder not consenting thereto. The ~~parties designated in the~~ Pooling and Servicing Agreement may ~~exercise their option~~ also be amended from time to ~~purchase~~ time by the ~~Mortgage Loans~~ Depositor, the Servicer, the Special Servicer, the Fiscal Agent and ~~any other property remaining in~~ the ~~Trust and cause~~ Trustee with the ~~termination~~ consent of the ~~Trust in accordance with the requirements set forth in the Pooling and Servicing Agreement. Upon termination~~ Holders of Certificates representing not less than 66 2/3% of the ~~Trust and payment~~ Percentage Interests of each Class of Certificates affected by the ~~Certificates and~~ amendment for the purpose of all administrative expenses associated with the Trust, any remaining assets of the Trust shall be distributed to the holders of the Class R Certificates. The Certificate Registrar has executed this Certificate under the Pooling and Servicing Agreement.ad

Appears in 1 contract

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

Certificate. ~~evidencing~~ The undersigned hereby certifies that the Rights evidenced by this Rights Certificate are not beneficially owned by an Acquiring Person or an Affiliate or Associate thereof (each as defined in the Rights Agreement). ----------------------------------- Signature ----------------------------------- NOTICE The signature in the foregoing Form of Election to Purchase must conform to the name as written upon the face of this Rights Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial owner of the Rights evidenced by this Rights Certificate to be an Acquiring Person or an Affiliate or Associate thereof (each as defined in the Rights Agreement) and such Election to Purchase will not be honored. Exhibit C ILLUMINA, INC. SUMMARY OF RIGHTS TO PURCHASE SHARES OF SERIES A PREFERRED STOCK On May 3, 2001, your board of directors declared a ~~beneficial ownership interest~~ dividend distribution of one right for each outstanding share of our common stock to stockholders of record at the close of business on May 14, 2001. Each Right entitles the registered holder to purchase from the company one one-thousandth of a share of Series A Junior Participating preferred stock, par value $0.01 per share (the "Preferred Stock"), at a purchase price of $100, subject to adjustment. The description and terms of the Rights are set forth in a ~~New York common law trust~~ Rights Agreement (the ~~“Trust”)~~"Rights Agreement") between the Company and Equiserve Trust Company, ~~consisting primarily of a pool of commercial and multifamily mortgage loans (the “Mortgage Loans”) and certain other property~~N.A., ~~formed and sold by THIS CERTIFIES THAT CEDE & CO~~as Rights Agent. is the registered owner of this commercial mortgage pass-through certificate (this “Certificate”), which has been issued pursuant to the Pooling and Servicing Agreement, dated as specified above (the “Pooling and Servicing Agreement”), between Banc of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Commercial Mortgage Inc. (hereinafter called the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement)Initially, the ~~Master Servicer~~Rights will be attached to all common stock certificates representing shares then outstanding, ~~the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar~~ and ~~the Authenticating Agent, a summary of certain of the pertinent provisions of which is set forth hereafter~~no separate Rights certificates will be distributed. The ~~Trust consists primarily~~ Rights will separate from the common stock and a distribution date will occur upon the earlier of (i) ten days following a public announcement that a person or group of affiliated or associated persons (an "Acquiring Person") has (subject to certain exceptions) acquired, or obtained the ~~Mortgage Loans~~right to acquire, such amounts as shall from time to time be held in the Collection Account and Distribution Account, the Insurance Policies and any REO Properties. To the extent not defined herein, the capitalized terms used herein have the respective meanings assigned in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C8, Commercial Mortgage Pass-Through Certificates, Series 2013-C8 (herein called the “Certificates”). The Certificates are issued in the Classes specified in the Pooling and Servicing Agreement and will evidence in the aggregate 100% of the beneficial ownership of 15% or more of the ~~Trust~~outstanding shares of our common stock (the "Stock Acquisition Date"), other than as a result of repurchases of stock by the Company, or (ii) ten days (or such later date as the board shall determine) following the commencement of a tender offer or exchange offer that would result in a person or group beneficially owning 15% or more of such outstanding shares of our common stock. ~~This Certificate represents an interest in~~ Until the ~~Class A-3 Certificates equal~~ Distribution Date, (i) the Rights will be evidenced by the common stock certificates and will be transferred with and only with such common stock certificates, (ii) new common stock certificates issued after the record date will contain a notation incorporating the Rights Agreement by reference and (iii) the surrender for transfer of any certificates for common stock outstanding will also constitute the transfer of the Rights associated with the common stock represented by such certificate. Pursuant to the quotient expressed as a percentage obtained by dividing the initial Certificate Balance of this Certificate specified on the face hereof by the initial Aggregate Certificate Balance of the Class A-3 Certificates. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the parties thereto. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Rights Agreement, the ~~terms~~ company reserves the right to require prior to the occurrence of a Triggering Event (as defined below) that, upon any exercise of Rights, a number of Rights be exercised so that only whole shares of preferred stock will be issued. The Rights are not exercisable until the Distribution Date and will expire at the close of business on May 14, 2011, unless earlier redeemed by the Company as described below. As soon as practicable after the Distribution Date, Rights certificates will be mailed to holders of record of our common stock as of the ~~Pooling and Servicing Agreement shall govern~~close of business on the Distribution Date and, thereafter, the separate Rights certificates alone will represent the Rights. ~~Distributions~~ Except as otherwise determined by the board, only shares of ~~principal of and interest on this Certificate will be made out of the Available Distribution Amount,~~ our common stock issued prior to the extent and subject to the limitations set forth in the Pooling and Servicing Agreement, on the 4th Business Day after the related Determination Date (a “Distribution Date”) commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered on the applicable Record Date. The Determination Date is the 11th day of each month, or, if the 11th day is not a Business Day, the next succeeding Business Day (a “Determination Date”), commencing on March 11, 2013. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the related Pass-Through Rate on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in issued with Rights. In the event that an ~~amount due~~ Acquiring Person becomes (subject to ~~this Certificate’s pro rata share~~ certain exceptions) the beneficial owner of 15% or more of the ~~amount~~ then outstanding shares of common stock (other than pursuant to an offer for all the outstanding shares of common stock that our board of directors determines to be ~~distributed on the Class A-3 Certificates as of such Distribution Date, with a final distribution~~ fair to ~~be made upon retirement of this Certificate as set forth~~ and otherwise in the Pooling and Servicing Agreement. Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. Collateral Support Deficits shall be allocated on the applicable Distribution Date to the respective Classes of Principal Balance Certificates in the manner set forth in the Pooling and Servicing Agreement. All Collateral Support Deficits allocated to any Class of Principal Balance Certificates will be allocated pro rata among the outstanding Certificates of such Class. The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing best interests of the ~~Mortgage Loans~~ company and ~~administration~~ its stockholders), each holder of a Right will thereafter have the ~~Trust. All distributions under the Pooling and Servicing Agreement~~ right to a nominee of The Depository Trust Company (“DTC”) will be made by or on behalf of the Certificate Administrator by check mailed to such ▇▇▇▇▇▇’s address as it appears on the Certificate Register of the Certificate Registrar orreceive, upon ~~written request to the Certificate Administrator on or prior to the related Record Date~~ exercise, Preferred Stock (or upon standing instructions given to the Certificate Administrator on the Closing Date prior to any Record Date, which instructions may be revoked at any time thereafter upon written notice to the Certificate Administrator five (5) days prior to the related Record Date) made by a Certificateholder by wire transfer in immediately available funds to an account specified in the request of such Certificateholder. Notwithstanding the above, the final distribution on any Certificate will be made only upon presentation and surrender of such Certificate at the location that will be specified in a notice of the pendency of such final distribution. The Pooling and Servicing Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Certificateholders under the Pooling and Servicing Agreement at any time by the parties thereto with the consent of the Holders of not less than 51% of the aggregate Voting Rights of the Certificates then outstanding, as specified in the Pooling and Servicing Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon the Certificate. The Pooling and Servicing Agreement also permits the amendment thereofor, in certain circumstances, ~~without the consent~~ cash, property or other securities of the ~~Holders~~ company) having a value equal to two times the exercise price of the Right. Notwithstanding any of the foregoing, following the occurrence of any of the ~~Certificates. As provided~~ events set forth in ~~the Pooling and Servicing Agreement and subject to certain limitations therein set forth~~this paragraph, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the Corporate Trust Office of the Certificate Registrar, duly endorsed byall Rights that are, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreement, the Certificates are issuable in fully registered form only, without coupons, in minimum denominations (under certain circumstances specified in the ~~Pooling and Servicing~~ Rights Agreement~~. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth~~) were, ~~Certificates are exchangeable for new Certificates of the same Class in authorized denominations as requested~~ beneficially owned by ~~the Holder surrendering the same. No service charge~~ any Acquiring Person will be ~~made for any such registration~~ null and void. For example, at an exercise price of transfer or exchange but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates. Notwithstanding the foregoing$100 per Right, ~~for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested~~ each Right not owned by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book entry facilities of DTC. The Depositor, the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating Agent and any of their agents may treat the Acquiring Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating Agent (or ~~any such agents shall be affected~~ by notice to the contrary. The obligations and responsibilities of the Trustee and the Certificate Administrator created hereby (other than the obligation of the Certificate Administrator, to make payments to the Class R Certificateholders, as set forth in Section 11.3 of the Pooling and Servicing Agreement and other than the obligations in the nature of information or tax reportingcertain related parties) shall terminate on the earliest of (i) the later of (A) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust (and final distribution to the Certificateholders) and (B) the disposition of all REO Property (and final distribution to the Certificateholders), (ii) the sale of the property held by the Trust in accordance with Section 11.1(b) of the Pooling and Servicing Agreement, (iii) the termination of the Trust pursuant to Section 11.1(c) of the Pooling and Servicing Agreement or (iv) voluntary exchange by the Sole Certificateholder of all the outstanding Certificates (other than the Class R Certificates) for the remaining Mortgage Loans and REO Properties in the Trust Fund pursuant to the terms of Section 11.1(d) of the Pooling and Servicing Agreement; provided that in no following an event shall the Trust continue beyond the expiration of 21 years from the death of the last survivor of the descendants of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the late Ambassador of the United States to the Court of St. ▇▇▇▇▇, living on the date hereof. The parties designated in the Pooling and Servicing Agreement may exercise their option to purchase the Mortgage Loans and any other property remaining in the Trust and cause the termination of the Trust in accordance with the requirements set forth in the ~~Pooling and Servicing Agreement~~preceding paragraph would entitle its holder to purchase $200 worth of Preferred Stock (or other consideration, as noted above) for $100. ~~Upon termination~~ Assuming that our Preferred Stock had a per share value of $25 at such time, the holder of each valid Right would be entitled to purchase 8 shares of Preferred Stock for $100. In the event that, at any time following the Stock Acquisition Date, (i) we are acquired in a merger or other business combination transaction in which we are not the surviving corporation (other than a merger which follows an offer described in the second preceding paragraph), or (ii) 50% or more of our assets, cash flow or earning power is sold or transferred, each holder of a Right (except Rights which previously have been voided) shall have the right to receive, upon exercise, common stock of the ~~Trust and payment~~ acquiring company having a value equal to two times the exercise price of the ~~Certificates~~ Right. The events set forth in this paragraph and in the second preceding paragraph are referred to as the "Triggering Events." At any time after a person becomes an Acquiring Person and prior to the acquisition by such person or group of ~~all administrative expenses associated with the Trust, any remaining assets~~ 50% or more of the ~~Trust shall be distributed~~ outstanding common stock, the board may exchange the Rights (other than Rights owned by the person or group which have become void), in whole or in part, at an exchange ratio of one share of common stock, or one one-thousandth of a share of preferred stock (or of a share of a class or series of our preferred stock having equivalent rights, preferences and privileges), per Right (subject to adjustment). At any time until 10 days following the Stock Acquisition Date, the board may redeem the Rights in whole, but not in part, at a price of $0.01 per Right (payable in cash, common stock or other consideration deemed appropriate by the board). Immediately upon the action of the board ordering redemption of the Rights, the Rights will terminate and the only right of the holders of Rights will be to receive the ~~Class R Certificates. The Certificate Registrar has executed this Certificate under the Pooling and Servicing Agreement~~$0.01 redemption price.

Appears in 1 contract

Sources: Rights Agreement (Illumina Inc)

Certificate. evidencing a beneficial ownership interest in a New York common law trust (the “Trust”), consisting primarily of a pool of commercial and multifamily mortgage loans (the “Mortgage Loans”) and certain other property, formed and sold by THIS CERTIFIES THAT [FOR GLOBAL CERTIFICATES ONLY: CEDE & CO. .] is the registered owner of this commercial mortgage pass-through certificate (this “Certificate”), which has been issued pursuant to the Pooling and Servicing Agreement, dated as specified above (the “Pooling and Servicing Agreement”), between Banc of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Commercial Mortgage Inc. (hereinafter called the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement), the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar and the Authenticating Agent, a summary of certain of the pertinent provisions of which is set forth hereafter. The Trust consists primarily of the Mortgage Loans, such amounts as shall from time to time be held in the Collection Account and Distribution Account, the Insurance Policies and any REO Properties. To the extent not defined herein, the capitalized terms used herein have the respective meanings assigned in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C8, Commercial Mortgage Pass-Through Certificates, Series 2013-C8 (herein called the “Certificates”). The Certificates are issued in the Classes specified in the Pooling and Servicing Agreement and will evidence in the aggregate 100% of the beneficial ownership of the Trust. This Certificate represents an interest in the Class ~~A-3~~ D Certificates equal to the quotient expressed as a percentage obtained by dividing the initial Certificate Balance of this Certificate specified on the face hereof by the initial Aggregate Certificate Balance of the Class ~~A-3~~ D Certificates. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the parties thereto. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. Distributions of principal of and interest on this Certificate will be made out of the Available Distribution Amount, to the extent and subject to the limitations set forth in the Pooling and Servicing Agreement, on the 4th Business Day after the related Determination Date (a “Distribution Date”) commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered on the applicable Record Date. The Determination Date is the 11th day of each month, or, if the 11th day is not a Business Day, the next succeeding Business Day (a “Determination Date”), commencing on March 11, 2013. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the related Pass-Through Rate on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount due to this Certificate’s pro rata share of the amount to be distributed on the Class ~~A-3~~ D Certificates as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. Collateral Support Deficits shall be allocated on the applicable Distribution Date to the respective Classes of Principal Balance Certificates in the manner set forth in the Pooling and Servicing Agreement. All Collateral Support Deficits allocated to any Class of Principal Balance Certificates will be allocated pro rata among the outstanding Certificates of such Class. The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust. All distributions under the Pooling and Servicing Agreement [FOR GLOBAL CERTIFICATES ONLY: to a nominee of The Depository Trust Company (“DTC”) )] will be made by or on behalf of the Certificate Administrator by check mailed to such ~~▇▇▇▇▇▇~~Holder’s address as it appears on the Certificate Register of the Certificate Registrar or, upon written request to the Certificate Administrator on or prior to the related Record Date (or upon standing instructions given to the Certificate Administrator on the Closing Date prior to any Record Date, which instructions may be revoked at any time thereafter upon written notice to the Certificate Administrator five (5) days prior to the related Record Date) made by a Certificateholder by wire transfer in immediately available funds to an account specified in the request of such Certificateholder. Notwithstanding the above, the final distribution on any Certificate will be made only upon presentation and surrender of such Certificate at the location that will be specified in a notice of the pendency of such final distribution. [FOR REGULATION S CERTIFICATES ONLY: Until this Regulation S Temporary Global Certificate is exchanged for one or more Regulation S Permanent Global Certificates, the Holder hereof shall not be entitled to receive payments hereon; until so exchanged in full, this Regulation S Temporary Global Certificate shall in all other respects be entitled to the same benefits as other Certificates under the Pooling and Servicing Agreement.] The Pooling and Servicing Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Certificateholders under the Pooling and Servicing Agreement at any time by the parties thereto with the consent of the Holders of not less than 51% of the aggregate Voting Rights of the Certificates then outstanding, as specified in the Pooling and Servicing Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon the Certificate. The Pooling and Servicing Agreement also permits the amendment thereof, in certain circumstances, without the consent of the Holders of any of the Certificates. [FOR REGULATION S CERTIFICATES ONLY: This Regulation S Temporary Global Certificate is exchangeable in whole or in part for one or more Global Certificates only (i) on or after the termination of the 40-day distribution compliance period (as defined in Regulation S) and (ii) upon presentation of a Regulation S Certificate (as defined in the Pooling Agreement) required by Article III of the Pooling and Servicing Agreement. Upon exchange of this Regulation S Temporary Global Certificate for one or more Global Certificates, the Certificate Registrar shall cancel this Regulation S Temporary Global Certificate.] As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the Corporate Trust Office of the Certificate Registrar, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations will be issued to the designated transferee or transferees. No transfer, sale, pledge or other disposition of this Certificate or interest therein shall be made unless such transfer, sale, pledge or other disposition is exempt from the registration and/or qualification requirements of the Securities Act and any applicable state securities laws, or is otherwise made in accordance with the Securities Act and such state securities laws. If a transfer of any Non-Registered Certificate held as a Definitive Certificate is to be made without registration under the Securities Act (other than in connection with the initial issuance of the Certificates or a transfer of such Certificate by the Depositor or one of its Affiliates), then the Certificate Registrar shall refuse to register such transfer unless it receives (and upon receipt, may conclusively rely upon) either: (i) a certificate from the Certificateholder desiring to effect such transfer substantially in the form attached as Exhibit D-1 to the Pooling and Servicing Agreement and a certificate from such Certificateholder’s prospective Transferee substantially in the form attached either as Exhibit D-2A or Exhibit D-2B to the Pooling and Servicing Agreement; or (ii) an Opinion of Counsel satisfactory to the Certificate Registrar to the effect that such transfer shall be made without registration under the Securities Act, together with the written certification(s) as to the facts surrounding such transfer from the Certificateholder desiring to effect such transfer and/or such Certificateholder’s prospective Transferee on which such Opinion of Counsel is based (which Opinion of Counsel shall not be an expense of the Trust or of the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Trustee, the Trust Advisor or the Certificate Registrar in their respective capacities as such). No Person may hold an interest in a Rule 144A Global Certificate unless that Person is a Qualified Institutional Buyer, and no “U.S. person” (as that term is defined in Rule 902(k) under the Securities Act) may hold an interest in a Regulation S Global Certificate, and transfers of interests in the Global Certificates that would result in a violation of the foregoing are prohibited. No party to the Pooling and Servicing Agreement is obligated to register or qualify any Class of Non-Registered Certificates under the Securities Act or any other securities law or to take any action not otherwise required under the Pooling and Servicing Agreement to permit the transfer of any Certificate. Any Certificateholder or Certificate Owner desiring to effect a transfer of this Certificate or interests therein shall, and does hereby agree to, indemnify each Underwriter, each Initial Purchaser and each party to the Pooling and Servicing Agreement against any liability that may result if the transfer is not exempt from such registration or qualification or is not made in accordance with such federal and state laws. Subject to the terms of the Pooling and Servicing Agreement, the Certificates are issuable in fully registered form only, without coupons, in minimum denominations specified in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates. As and when provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, including but not limited to the transfer restrictions described above, a Definitive Certificate may be converted into an interest in a Global Certificate of the applicable Class, an interest in a Global Certificate may be converted into a Definitive Certificate of the applicable Class, an interest in a Rule 144A Global Certificate may be converted into an interest in a Regulation S Global Certificate of the applicable Class and an interest in a Regulation S Global Certificate may be converted into an interest in a Rule 144A Global Certificate of the applicable Class. [FOR GLOBAL CERTIFICATES ONLY: Notwithstanding the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book entry facilities of DTC. .] The Depositor, the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating Agent and any of their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating Agent or any such agents shall be affected by notice to the contrary. The obligations and responsibilities of the Trustee and the Certificate Administrator created hereby (other than the obligation of the Certificate Administrator, to make payments to the Class R Certificateholders, as set forth in Section 11.3 of the Pooling and Servicing Agreement and other than the obligations in the nature of information or tax reporting) shall terminate on the earliest of (i) the later of (A) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust (and final distribution to the Certificateholders) and (B) the disposition of all REO Property (and final distribution to the Certificateholders), (ii) the sale of the property held by the Trust in accordance with Section 11.1(b) of the Pooling and Servicing Agreement, (iii) the termination of the Trust pursuant to Section 11.1(c) of the Pooling and Servicing Agreement or (iv) voluntary exchange by the Sole Certificateholder of all the outstanding Certificates (other than the Class R Certificates) for the remaining Mortgage Loans and REO Properties in the Trust Fund pursuant to the terms of Section 11.1(d) of the Pooling and Servicing Agreement; provided that in no event shall the Trust continue beyond the expiration of 21 years from the death of the last survivor of the descendants of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the late Ambassador of the United States to the Court of St. ▇▇▇▇▇, living on the date hereof. The parties designated in the Pooling and Servicing Agreement may exercise their option to purchase the Mortgage Loans and any other property remaining in the Trust and cause the termination of the Trust in accordance with the requirements set forth in the Pooling and Servicing Agreement. Upon termination of the Trust and payment of the Certificates and of all administrative expenses associated with the Trust, any remaining assets of the Trust shall be ~~distributed to the holders of the Class R Certificates. The Certificate Registrar has executed this Certificate under the Pooling and Servicing Agreement.~~distrib

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C8)

Certificate. evidencing a beneficial ownership interest in a ~~New York common law trust (the “~~Trust”), consisting primarily of a pool of commercial and multifamily mortgage loans (the “"Mortgage Loans”") and certain other property, formed and sold by BEAR STEARNS COMMERCIAL MORTGAGE SECURITIES INC. THIS CERTIFIES THAT CEDE & CO▇▇. is ▇▇ the registered owner of the interest evidenced by this ~~commercial mortgage pass-through certificate (this “Certificate”), which has been~~ Certificate in the Class X-2 Certificates issued by the Trust created pursuant to the Pooling and Servicing Agreement, dated as specified above (the “"Pooling and Servicing Agreement”"), ~~between Banc of America~~ among Bear Stearns Commercial Mortgage Securities Inc. (hereinafter called the "De▇▇▇▇▇▇▇ ▇~~▇▇▇▇ Commercial Mortgage Inc. (hereinafter called the “Depositor”,~~ ," which term includes any successor entity under the Pooling and Servicing Agreement), the Trustee, the Paying Agent, the Certificate Registrar, the Master ~~Servicer,~~ Servicer and the Special Servicer~~, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar and the Authenticating Agent~~, a summary of certain of the pertinent provisions of which is set forth hereafter. The Trust consists primarily of the Mortgage Loans, such amounts as shall from time to time be held in the ~~Collection~~ Certificate Account and Distribution Account, the Insurance Policies and any REO Properties. To the extent not defined herein, the capitalized terms used herein have the ~~respective~~ meanings assigned in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as Certificates of the series specified on the face hereof (herein called the "Certificates") and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage obtained by dividing the Notional Amount of this Certificate specified on the face hereof by the initial aggregate Notional Amount of the Class X-2 Certificates. The Certificates are designated as the Bear Stearns Commercial Mortgage Securities Inc., Commercial Mortgage Pass-T▇▇▇▇▇▇ ~~▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C8, Commercial Mortgage Pass-Through~~ Certificates, Series ~~2013~~2006-~~C8 (herein called the “Certificates”). The Certificates~~ TOP24 and are issued in the Classes specified in the Pooling and Servicing ~~Agreement and~~ Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership of the Trust. This Certificate represents an interest in the Class A-3 Certificates equal to the quotient expressed as a percentage obtained by dividing the initial Certificate Balance of this Certificate specified on the face hereof by the initial Aggregate Certificate Balance of the Class A-3 Certificates. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that ~~agreement~~ Agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the ~~parties thereto~~Trustee and the Paying Agent. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the ~~Holder of this Certificate~~ Certificateholder by virtue of the acceptance hereof assents and by which ~~such Holder~~ the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. Distributions of ~~principal of and~~ interest on this Certificate will be made out of the Available Distribution Amount, to the extent and subject to the limitations set forth in the Pooling and Servicing Agreement, on the ~~4th~~ 12th day of each month or, if such 12th day is not a Business Day, the next succeeding Business Day ~~after the related Determination Date~~ (a “"Distribution Date”") commencing on the ~~First~~ first Distribution Date specified above, to the Person in whose name this Certificate is registered at the close of business on the ~~applicable~~ last Business Day of the month immediately preceding the month of such distribution (the "Record Date~~. The Determination Date is the 11th day of each month, or, if the 11th day is not a Business Day, the next succeeding Business Day (a “Determination Date”~~")~~, commencing on March 11, 2013~~. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the ~~related~~ Pass-Through Rate specified above on the ~~Certificate Balance~~ Notional Amount of this Certificate immediately prior to each Distribution Date. ~~Principal and interest~~ Interest allocated to this Certificate on any Distribution Date will be in an amount due to this Certificate’s 's pro rata share of the amount to be distributed on the Certificates of this Class ~~A-3 Certificates~~ as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. ~~Collateral Support Deficits~~ Realized Losses and interest shortfalls on the Mortgage Loans shall be allocated on the applicable Distribution Date to ~~the respective Classes of Principal Balance Certificates~~ Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All ~~Collateral Support Deficits~~ Realized Losses and interest shortfalls on the Mortgage Loans allocated to any Class of ~~Principal Balance~~ Certificates will be allocated pro rata among the outstanding Certificates of such Class. The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the ~~Collection~~ Certificate Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust. All distributions under the Pooling and Servicing Agreement to a nominee of The Depository Trust Company (“"DTC”") will be made by or on behalf of the Certificate Administrator by check mailed to such ▇▇▇▇▇▇’s address as it appears on the Certificate Register of the Certificate Registrar or, upon written request to the Certificate Administrator on or prior to the related Record Date (or upon standing instructions given to the Certificate Administrator on the Closing Date prior to any Record Date, which instructions may be revoked at any time thereafter upon written notice to the Certificate Administrator five (5) days prior to the related Record Date) made by a Certificateholder Paying Agent by wire transfer in immediately available funds to an account specified in the request of such Certificateholder. All distributions under the Pooling and Servicing Agreement to Certificateholders will be made by wire transfer in immediately available funds to the account specified by the Certificateholder, at a bank or other entity having appropriate facilities therefor, if such Certificateholder will have provided the Paying Agent with wiring instructions on or prior to the related Record Date or otherwise by check mailed to such Certificateholder. Notwithstanding the above, the final distribution on any Certificate will be made only upon presentation and surrender of such Certificate at the location that will be specified in a notice of the pendency of such final distribution. [Until this Regulation S Temporary Global Certificate is exchanged for one or more Regulation S Permanent Global Certificates, the Holder hereof shall not be entitled to receive payments hereon; until so exchanged in full, this Regulation S Temporary Global Certificate shall in all other respects be entitled to the same benefits as other Certificates under the Pooling and Servicing Agreement.] The Pooling and Servicing Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Certificateholders under the Pooling and Servicing Agreement at any time by the parties thereto with the consent of the Holders of not less than 51% of the ~~aggregate Voting Rights~~ Aggregate Certificate Balance of the Certificates then outstanding, as specified in the Pooling and Servicing Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon the Certificate. The Pooling and Servicing Agreement also permits the amendment thereof, in certain circumstances, without the consent of the Holders of any of the Certificates. [This Regulation S Temporary Global Certificate is exchangeable in whole or in part for one or more Global Certificates only (i) on or after the termination of the 40-day distribution compliance period (as defined in Regulation S) and (ii) upon presentation of a Regulation S Certificate (as defined in the Pooling Agreement) required by Article III of the Pooling and Servicing Agreement. Upon exchange of this Regulation S Temporary Global Certificate for one or more Global Certificates, the Trustee shall cancel this Regulation S Temporary Global Certificate.] As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the Corporate Trust Office of the Certificate Registrar, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s 's attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreement, the Class X-2 Certificates ~~are issuable~~ will be issued in ~~fully registered form only, without coupons,~~ denominations of $100,000 initial Notional Amount and in ~~minimum denominations specified~~ any whole dollar denomination in ~~the Pooling and Servicing Agreement~~excess thereof. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates. Notwithstanding the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book entry facilities of DTC. The Depositor, the Trustee, the Paying Agent, the Master Servicer, the Special ~~Servicer, the Trust Advisor, the Trustee, the Custodian,~~ Servicer and the Certificate ~~Administrator, the Certificate Registrar, the Authenticating Agent~~ Registrar and any of their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and ~~none of~~ neither the Depositor, the Trustee, the Paying Agent, the Master Servicer, the Special Servicer, the ~~Trust Advisor, the Trustee, the Custodian, the~~ Certificate ~~Administrator, the Certificate Registrar, the Authenticating Agent or~~ Registrar nor any such agents shall be affected by notice to the contrary. The obligations and responsibilities of the Trustee and the ~~Certificate Administrator~~ Paying Agent created hereby (other than the obligation of the ~~Certificate Administrator,~~ Paying Agent to make payments to the ~~Class R Certificateholders,~~ Certificateholders as set forth in Section ~~11.3~~ 10.2 of the Pooling and Servicing Agreement and other than the obligations in the nature of information or tax reporting) shall terminate on the earliest of (i) the later of (A) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust ~~(and final distribution to the Certificateholders)~~ and (B) the disposition of all REO Property ~~(and final distribution to the Certificateholders),~~ or (ii) the sale of the property held by the Trust in accordance with Section ~~11.1(b~~10.1(b) or 10.1(c) of the Pooling and Servicing ~~Agreement,~~ Agreement or (iii) the termination of the Trust pursuant to Section 11.1(c) of the Pooling and Servicing Agreement or (iv) voluntary exchange by the Sole Certificateholder of all the outstanding Certificates (other than the Class R Certificates) for the remaining Mortgage Loans and REO Properties in the Trust Fund pursuant to the terms of Section 11.1(d10.1(d) of the Pooling and Servicing Agreement; provided that in no event shall the Trust continue beyond the expiration of 21 years from the death of the last survivor of the descendants of ~~▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇~~Joseph P. Kennedy, the late Ambassador of the United States to the ~~Court of St.~~ Cour▇ ▇▇ ▇▇. ▇▇▇▇▇, ~~living~~ ▇iving on the date hereof. The parties designated in the Pooling ~~and~~ ▇▇▇ Servicing Agreement may exercise their option to purchase the Mortgage Loans and any other property remaining in the Trust and cause the termination of the Trust in accordance with the requirements set forth in the Pooling and Servicing Agreement. Upon termination of the Trust and payment of the Certificates and of all administrative expenses associated with the Trust, any remaining assets of the Trust shall be distributed to the holders of the ~~Class R~~ Residual Certificates. The Certificate Registrar has executed this Certificate under the Pooling and Servicing Agreement. THIS CERTIFICATE AND THE POOLING AND SERVICING AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES APPLIED IN NEW YORK.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Bear Stearns Commercial Mortgage Securities Trust 2006-Top24)

Certificate. evidencing a beneficial ownership interest in the assets of the Trust relating to the Series Trust Estate, which includes a ~~New York common law trust~~ pool of motor vehicle retail installment sale contracts sold to the Trust by Household Auto Receivables Corporation. (This Certificate does not represent an interest in or obligation of Household Auto Receivables Corporation or any of its Affiliates, except to the extent described below.) THIS CERTIFIES THAT Household Auto Receivables Corporation is the registered owner of a fully-paid and, to the fullest extent permitted by applicable law, nonassessable beneficial ownership interest representing a 100% Percentage Interest in the assets of Household Automotive Trust 2003-1 (the “Trust”) formed by Household Auto Receivables Corporation, a Nevada corporation (the “Depositor”) and the Series Trust Estate. WILMINGTON TRUST COMPANY not in its individual capacity but solely as Owner Trustee by Authenticating Agent by Household Automotive Trust 2003-1 (the “Trust”), consisting primarily of a pool of commercial and multifamily mortgage loans (the “Mortgage Loans”) and certain other property, formed and sold by THIS CERTIFIES THAT CEDE & CO. is the registered owner of this commercial mortgage pass-through certificate (this “Certificate”), which has been issued was created pursuant to ~~the Pooling and Servicing~~ a Trust Agreement, dated as ~~specified above~~ of April 15, 2003 (the “~~Pooling and Servicing~~ Agreement”), between ~~Banc of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Commercial Mortgage Inc.~~ the Depositor and Wilmington Trust Company, as owner trustee (~~hereinafter called~~ the “~~Depositor~~Owner Trustee”~~, which term includes any successor entity under the Pooling and Servicing Agreement~~), as amended and restated as of May 29, 2003 and as supplemented by a Series Supplement dated as of May 29, 2003 (the ~~Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar and the Authenticating Agent, a~~ “Series Supplement”). A summary of certain of the pertinent provisions of ~~which~~ the Agreement and Series Supplement is set forth hereafter. The Trust consists primarily of the Mortgage Loans, such amounts as shall from time to time be held in the Collection Account and Distribution Account, the Insurance Policies and any REO Propertiesbelow. To the extent not otherwise defined herein, the capitalized terms used herein have the ~~respective~~ meanings assigned to them in the ~~Pooling~~ Agreement and ~~Servicing Agreement~~the Series Supplement. This ~~Certificate~~ certificate is one of a the duly authorized ~~issue~~ certificates of ~~Certificates~~ Trust of Household Automotive Trust 2003-1 designated as ~~the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C8, Commercial Mortgage Pass-Through~~ Certificates, Series 2013-C8 (herein called the “Certificates”). The Certificates are issued in the Classes specified in the Pooling and Servicing Agreement and will evidence in the aggregate 100% of the beneficial ownership of the Trust. This Certificate represents an interest in the Class A-3 Certificates equal to the quotient expressed as a percentage obtained by dividing the initial Certificate Balance of this Certificate specified on the face hereof by the initial Aggregate Certificate Balance of the Class A-3 Certificates. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the parties thereto. This Certificate is issued under and is subject to the terms, provisions and conditions of the ~~Pooling~~ Agreement and ~~Servicing Agreement~~the Series Supplement, to which ~~Pooling and Servicing Agreement, as amended from time to time,~~ Agreement the ~~Holder~~ holder of this Certificate by virtue of the acceptance hereof assents and by which such ~~Holder~~ holder is bound. In The property of the ~~case~~ Trust consists of ~~any conflict between terms~~ the Series Trust Estate which includes a pool of motor vehicle retail installment sale contracts (the “Receivables”), all monies due thereunder on or after specified ~~in this Certificate and terms specified~~ Cutoff Dates, security interests in the ~~Pooling~~ vehicles financed thereby, certain bank accounts and ~~Servicing Agreement~~the proceeds thereof, proceeds from claims on certain insurance policies and certain other rights under the ~~terms of~~ Agreement and the ~~Pooling~~ Master Sale and Servicing Agreement ~~shall govern. Distributions of principal of~~ and each related Transfer Agreement, all right, to and interest ~~on this Certificate~~ of, the Depositor in and to (i) the Master Receivables Purchase Agreement dated as of December 18, 2001 between Household Automotive Finance Corporation and the Depositor, as such agreement may be amended or supplemented from time to time, (ii) the Master Receivables Purchase Agreement dated as of June 24, 2002 between Household Automotive Credit Corporation and the Depositor, as such agreement may be amended or supplemented from time to time, (iii) the Master Receivables Purchase Agreement dated as of August 8, 2002 between Household Automotive Credit Corporation and the Depositor, as such agreement may be amended or supplemented from time to time, and (iv) the Master Receivables Purchase Agreement dated as of November 18, 2002, between Household Automotive Finance Corporation and the Depositor, as such agreement may be amended or supplemented from time to time. The Notes have been issued pursuant to an Indenture dated as of May 29, 2003 (the “Indenture”), among the Trust, Household Finance Corporation, as Master Servicer and U.S. Bank National Association, as Indenture Trustee and the Series Supplement. Under the Series Supplement, there will be ~~made out of the Available Distribution Amount, to the extent and subject to the limitations set forth in the Pooling and Servicing Agreement,~~ distributed on the ~~4th~~ 17th day of each month or, if such 17th day is not a Business Day, the next Business Day ~~after~~ (the ~~related Determination Date (a~~ “Distribution Date”) ), commencing on ~~the First Distribution Date specified above~~June 17, 2003, to the Person in whose name this Certificate is registered at the close of business on the ~~applicable~~ Business Day preceding such Distribution Date (the “Record Date”) such Certificateholder’s fractional undivided interest in any amount to be distributed to Certificateholders on such Distribution Date. The ~~Determination Date is the 11th day~~ holder of ~~each month, or, if the 11th day is not a Business Day, the next succeeding Business Day (a “Determination Date”), commencing on March 11, 2013. All sums distributable on~~ this Certificate acknowledges and agrees that its rights to receive distributions in respect of this Certificate are ~~payable~~ subordinated to the rights of the Noteholders as described in the ~~coin or currency of~~ Master Sale and Servicing Agreement, the ~~United States of America~~ Indenture, the Agreement and the Series Supplement, as ~~at the time of payment is legal tender for the payment of public and private debts~~applicable. ~~Interest~~ Distributions on this Certificate will ~~accrue (computed~~ be made as ~~if each year consisted~~ provided in the Agreement by the Owner Trustee by wire transfer or check mailed to the Certificateholder of ~~360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the related Pass-Through Rate on~~ record in the Certificate ~~Balance~~ Register without the presentation or surrender of this Certificate ~~immediately prior to each Distribution Date~~or the making of any notation hereon. ~~Principal~~ Except as otherwise provided in the Agreement and ~~interest allocated to~~ notwithstanding the above, the final distribution on this Certificate ~~on any Distribution Date~~ will be ~~in an amount~~ made after due ~~to this Certificate’s pro rata share~~ notice by the Owner Trustee of the ~~amount to be distributed on the Class A-3 Certificates as~~ pendency of such ~~Distribution Date, with a final~~ distribution ~~to be made~~ and only upon ~~retirement~~ presentation and surrender of this Certificate as at the office or agency maintained for the purpose by the Owner Trustee in the Corporate Trust Office. Reference is hereby made to the further provisions of this Certificate set forth in on the ~~Pooling and Servicing Agreement~~reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon ~~has~~ shall have been executed by an authorized officer of the ~~Authenticating Agent~~Owner Trustee, by manual signature, this Certificate shall not ~~be entitled~~ entitle the holder hereof to any benefit under the ~~Pooling~~ Agreement or the Master Sale and Servicing Agreement or be valid for any purpose. Collateral Support Deficits shall be allocated on the applicable Distribution Date to the respective Classes of Principal Balance Certificates in the manner set forth in the Pooling and Servicing Agreement. All Collateral Support Deficits allocated to any Class of Principal Balance Certificates will be allocated pro rata among the outstanding Certificates of such Class. The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust. All distributions under the Pooling and Servicing Agreement to a nominee of The Depository Trust Company (“DTC”) will be made by or on behalf of the Certificate Administrator by check mailed to such ▇▇▇▇▇▇’s address as it appears on the Certificate Register of the Certificate Registrar or, upon written request to the Certificate Administrator on or prior to the related Record Date (or upon standing instructions given to the Certificate Administrator on the Closing Date prior to any Record Date, which instructions may be revoked at any time thereafter upon written notice to the Certificate Administrator five (5) days prior to the related Record Date) made by a Certificateholder by wire transfer in immediately available funds to an account specified in the request of such Certificateholder. Notwithstanding the above, the final distribution on any Certificate will be made only upon presentation and surrender of such Certificate at the location that will be specified in a notice of the pendency of such final distribution. The Pooling and Servicing Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Certificateholders under the Pooling and Servicing Agreement at any time by the parties thereto with the consent of the Holders of not less than 51% of the aggregate Voting Rights of the Certificates then outstanding, as specified in the Pooling and Servicing Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon the Certificate. The Pooling and Servicing Agreement also permits the amendment thereof, in certain circumstances, without the consent of the Holders of any of the Certificates. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the Corporate Trust Office of the Certificate Registrar, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreement, the Certificates are issuable in fully registered form only, without coupons, in minimum denominations specified in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates. Notwithstanding the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book entry facilities of DTC. The Depositor, the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating Agent and any of their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating Agent or any such agents shall be affected by notice to the contrary. The obligations and responsibilities of the Trustee and the Certificate Administrator created hereby (other than the obligation of the Certificate Administrator, to make payments to the Class R Certificateholders, as set forth in Section 11.3 of the Pooling and Servicing Agreement and other than the obligations in the nature of information or tax reporting) shall terminate on the earliest of (i) the later of (A) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust (and final distribution to the Certificateholders) and (B) the disposition of all REO Property (and final distribution to the Certificateholders), (ii) the sale of the property held by the Trust in accordance with Section 11.1(b) of the Pooling and Servicing Agreement, (iii) the termination of the Trust pursuant to Section 11.1(c) of the Pooling and Servicing Agreement or (iv) voluntary exchange by the Sole Certificateholder of all the outstanding Certificates (other than the Class R Certificates) for the remaining Mortgage Loans and REO Properties in the Trust Fund pursuant to the terms of Section 11.1(d) of the Pooling and Servicing Agreement; provided that in no event shall the Trust continue beyond the expiration of 21 years from the death of the last survivor of the descendants of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the late Ambassador of the United States to the Court of St. ▇▇▇▇▇, living on the date hereof. The parties designated in the Pooling and Servicing Agreement may exercise their option to purchase the Mortgage Loans and any other property remaining in the Trust and cause the termination of the Trust in accordance with the requirements set forth in the Pooling and Servicing Agreement. Upon termination of the Trust and payment of the Certificates and of all administrative expenses associated with the Trust, any remaining assets of the Trust shall be distributed to the holders of the Class R Certificates. The Certificate Registrar has executed this Certificate under the Pooling and Servicing Agreement.

Appears in 1 contract

Sources: Trust Agreement (Household Auto Receivables Corp)

Certificate. ~~evidencing a~~ Evidencing the 100% beneficial ~~ownership~~ interest in ~~a New York common law trust~~ all of the assets of the Issuer (~~the “Trust”~~as defined below), ~~consisting~~ which consist primarily of ~~a pool~~ motor vehicle receivables, including motor vehicle retail installment sales contracts and/or installment loans that are secured by new and used automobiles, light-duty trucks and motorcycles. (This Certificate does not represent an interest in or obligation of ~~commercial and multifamily mortgage loans (~~Capital One Auto Receivables, LLC, Capital One Auto Finance, Inc. or any of their respective Affiliates, except to the ~~“Mortgage Loans”~~extent described below.) ~~and certain other property~~THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR ANY OTHER APPLICABLE SECURITIES OR "BLUE SKY" LAWS OF ANY STATE OR OTHER JURISDICTION, ~~formed and sold by~~ AND MAY NOT BE RESOLD, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR ANY OTHER APPLICABLE SECURITIES OR "BLUE SKY" LAWS, PURSUANT TO AN EXEMPTION THEREFROM OR IN A TRANSACTION NOT SUBJECT THERETO. THIS CERTIFIES THAT ~~CEDE & CO.~~ [ ] is the registered owner of ~~this commercial mortgage pass~~a 100% nonassessable, fully-~~through certificate~~ paid, beneficial interest in the Trust Estate of CAPITAL ONE PRIME AUTO RECEIVABLES TRUST 2003-1, a Delaware statutory trust (~~this “Certificate”~~the "Issuer") formed by Capital One Auto Receivables, LLC, a Delaware limited liability company, as depositor (the "Seller")~~, which has been issued~~ . The Issuer was created pursuant to ~~the Pooling and Servicing Agreement,~~ a Trust Agreement dated as ~~specified above~~ of February 3, 2003 (as amended and restated as of March 27, 2003, the ~~“Pooling and Servicing~~ "Trust Agreement”"), between ~~Banc of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Commercial Mortgage Inc.~~ the Seller and Wilmington Trust Company, as owner trustee (~~hereinafter called~~ the ~~“Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement~~"Owner Trustee")~~, the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar and the Authenticating Agent~~, a summary of certain of the pertinent provisions of which is set forth hereafter. The Trust consists primarily of the Mortgage Loans, such amounts as shall from time to time be held in the Collection Account and Distribution Account, the Insurance Policies and any REO Propertiesbelow. To the extent not otherwise defined herein, the capitalized terms used herein have the ~~respective~~ meanings assigned to them in the ~~Pooling~~ Sale and Servicing Agreement~~. This Certificate is one~~ , dated as of ~~a duly authorized issue of Certificates designated~~ March 27, 2003, among the Seller, the Issuer, JPMorgan Chase Bank, as indenture trustee, and Capital One Auto Finance, Inc., as servicer, as the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C8, Commercial Mortgage Pass-Through Certificates, Series 2013-C8 (herein called the “Certificates”). The Certificates are issued in the Classes specified in the Pooling and Servicing Agreement and will evidence in the aggregate 100% of the beneficial ownership of the Trust. This Certificate represents an interest in the Class A-3 Certificates equal same may be amended or supplemented from time to the quotient expressed as a percentage obtained by dividing the initial Certificate Balance of this Certificate specified on the face hereof by the initial Aggregate Certificate Balance of the Class A-3 Certificates. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the parties theretotime. This Certificate is issued under and is subject to the terms, provisions and conditions of the ~~Pooling and Servicing~~ Trust Agreement, to which ~~Pooling and Servicing Agreement, as amended from time to time,~~ Trust Agreement the ~~Holder~~ holder of this Certificate by virtue of the acceptance hereof assents and by which such ~~Holder~~ holder is bound. ~~In the case of any conflict between terms specified in this Certificate~~ The provisions and ~~terms specified in the Pooling and Servicing Agreement, the terms~~ conditions of the ~~Pooling and Servicing~~ Trust Agreement ~~shall govern. Distributions of principal of and interest on this Certificate will be made out of the Available Distribution Amount, to the extent and subject to the limitations~~ are hereby incorporated by reference as though set forth in the Pooling and Servicing Agreement, on the 4th Business Day after the related Determination Date (a “Distribution Date”) commencing on the First Distribution Date specified above, to the Person in whose name their entirety herein. The holder of this Certificate ~~is registered on the applicable Record Date. The Determination Date is the 11th day~~ acknowledges and agrees that its rights to receive distributions in respect of ~~each month, or, if the 11th day is not a Business Day, the next succeeding Business Day (a “Determination Date”), commencing on March 11, 2013. All sums distributable on~~ this Certificate are ~~payable~~ subordinated to the rights of the Noteholders as described in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the related Pass-Through Rate on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount due to this Certificate’s pro rata share of the amount to be distributed on the Class A-3 Certificates as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. Collateral Support Deficits shall be allocated on the applicable Distribution Date to the respective Classes of Principal Balance Certificates in the manner set forth in the Pooling and Servicing Agreement. All Collateral Support Deficits allocated to any Class of Principal Balance Certificates will be allocated pro rata among the outstanding Certificates of such Class. The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust. All distributions under the Pooling and Servicing Agreement to a nominee of The Depository Trust Company (“DTC”) will be made by or on behalf of the Certificate Administrator by check mailed to such ▇▇▇▇▇▇’s address as it appears on the Certificate Register of the Certificate Registrar or, upon written request to the Certificate Administrator on or prior to the related Record Date (or upon standing instructions given to the Certificate Administrator on the Closing Date prior to any Record Date, which instructions may be revoked at any time thereafter upon written notice to the Certificate Administrator five (5) days prior to the related Record Date) made by a Certificateholder by wire transfer in immediately available funds to an account specified in the request of such Certificateholder. Notwithstanding the aboveIndenture, the final distribution on any Certificate will be made only upon presentation and surrender of such Certificate at the location that will be specified in a notice of the pendency of such final distribution. The Pooling and Servicing Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Certificateholders under the Pooling and Servicing Agreement at any time by the parties thereto with the consent of the Holders of not less than 51% of the aggregate Voting Rights of the Certificates then outstanding, as specified in the Pooling and Servicing Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon the Certificate. The Pooling and Servicing Agreement also permits the amendment thereof, in certain circumstances, without the consent of the Holders of any of the Certificates. As provided in the Pooling Sale and Servicing Agreement and the Trust Agreement, as applicable. THIS CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. By accepting this Certificate, the Certificateholder hereby covenants and agrees that prior to the date which is one year and one day after payment in full of all obligations of each Bankruptcy Remote Party in respect of all securities issued by the Bankruptcy Remote Parties (i) such Person shall not authorize such Bankruptcy Remote Party to commence a voluntary winding-up or other voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to such Bankruptcy Remote Party or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect in any jurisdiction or seeking the appointment of an administrator, a trustee, receiver, liquidator, custodian or other similar official with respect to such Bankruptcy Remote Party or any substantial part of its property or to consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against such Bankruptcy Remote Party, or to make a general assignment for the benefit of any party hereto or any other creditor of such Bankruptcy Remote Party, and (ii) such Person shall not commence or join with any other Person in commencing any proceeding against such Bankruptcy Remote Party under any bankruptcy, reorganization, liquidation or insolvency law or statute now or hereafter in effect in any jurisdiction. This Certificate may not be acquired by or for the account of or with the assets of (a) an employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to ~~certain limitations therein set forth~~the provisions of Title 1 of ERISA, (b) a plan described in Section 4975(e)(1) of the Code or (c) any entity whose underlying assets include plan assets by reason of a plan's investment in the entity (each, a "Benefit Plan"). By accepting and holding this Certificate, the ~~transfer~~ holder hereof shall be deemed to have represented and warranted that it is not a Benefit Plan and is not purchasing on behalf of a Benefit Plan. It is the intention of the parties to the Trust Agreement that, solely for income and franchise tax purposes, the Issuer will be disregarded as an entity separate from the Seller, the Seller will be disregarded as an entity separate from COAF and the Notes will be characterized as debt. By accepting this Certificate, the Certificateholder agrees to take no action inconsistent with the foregoing intended tax treatment. By accepting this Certificate, the Certificateholder acknowledges that this Certificate ~~is registrable~~ represents a beneficial interest in the ~~Certificate Register upon surrender of this Certificate for registration of transfer at the Corporate Trust Office~~ Issuer only and does not represent interests in or obligations of the Certificate Registrar, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing AgreementSeller, the Certificates are issuable in fully registered form only, without coupons, in minimum denominations specified in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates. Notwithstanding the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book entry facilities of DTC. The Depositor, the Master Servicer, the ~~Special Servicer~~Administrator, the Owner Trustee, the Indenture Trustee or any of their respective Affiliates and no recourse may be had against such parties or their assets, except as expressly set forth or contemplated in this Certificate, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating Agent and any of their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating Agent Agreement or any ~~such agents shall be affected by notice to the contrary. The obligations and responsibilities of the Trustee and the Certificate Administrator created hereby (~~other than the obligation of the Certificate Administrator, to make payments to the Class R Certificateholders, as set forth in Section 11.3 of the Pooling and Servicing Agreement and other than the obligations in the nature of information or tax reporting) shall terminate on the earliest of (i) the later of (A) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust (and final distribution to the Certificateholders) and (B) the disposition of all REO Property (and final distribution to the Certificateholders), (ii) the sale of the property held by the Trust in accordance with Section 11.1(b) of the Pooling and Servicing Agreement, (iii) the termination of the Trust pursuant to Section 11.1(c) of the Pooling and Servicing Agreement or (iv) voluntary exchange by the Sole Certificateholder of all the outstanding Certificates (other than the Class R Certificates) for the remaining Mortgage Loans and REO Properties in the Trust Fund pursuant to the terms of Section 11.1(d) of the Pooling and Servicing Agreement; provided that in no event shall the Trust continue beyond the expiration of 21 years from the death of the last survivor of the descendants of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the late Ambassador of the United States to the Court of St. ▇▇▇▇▇, living on the date hereof. The parties designated in the Pooling and Servicing Agreement may exercise their option to purchase the Mortgage Loans and any other property remaining in the Trust and cause the termination of the Trust in accordance with the requirements set forth in the Pooling and Servicing Agreement. Upon termination of the Trust and payment of the Certificates and of all administrative expenses associated with the Trust, any remaining assets of the Trust shall be distributed to the holders of the Class R Certificates. The Certificate Registrar has executed this Certificate under the Pooling and Servicing AgreementTransaction Document.

Appears in 1 contract

Sources: Trust Agreement (Capital One Prime Auto Receivables Trust 2003-1)

Certificate. ~~evidencing~~ The undersigned hereby certifies by checking the appropriate boxes that: The undersigned hereby certifies that the Rights evidenced by this Right Certificate are not beneficially owned by, were not acquired by the undersigned from, and are not being assigned to an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). ----------------------- ----------------------------------- Dated Signature B-4 Form of Reverse Side of Right Certificate -- continued FORM OF ELECTION TO PURCHASE (To be executed if holder desires to exercise the Right Certificate.) To: Boston Biomedica, Inc. The undersigned hereby irrevocably elects to exercise _______________ Rights represented by this Right Certificate to purchase the Preferred Shares issuable upon the exercise of such Rights and requests that certificates for such Preferred Shares be issued in the name of: Please insert social security or other identifying number -------------------------------------------------------------------------------- (Please print name and address) If such number of Rights shall not be all the Rights evidenced by this Right Certificate, a new Right Certificate for the balance remaining of such Rights shall be registered in the name of and delivered to: Please insert social security or other identifying number -------------------------------------------------------------------------------- (Please print name and address) Dated: ---------------------------, ---- ---------------------------------- Signature Signature Guaranteed: Signatures must be guaranteed by a member firm of a registered national securities exchange, a member of the National Association of Securities Dealers, Inc., or a commercial bank or trust company having an office or correspondent in the United States. CERTIFICATE The undersigned hereby certifies by checking the appropriate boxes that: The undersigned certifies that the Rights evidenced by this Right Certificate are not beneficially owned by, and were not acquired by the undersigned from, an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement). Dated: -------------- ---------------------------------- Signature NOTICE The signature in the foregoing Forms of Assignment and Election must conform to the name as written upon the face of this Right Certificate in every particular, without alteration or enlargement or any change whatsoever. In the event the certification set forth above in the Form of Assignment or the Form of Election to Purchase, as the case may be, is not completed, the Company and the Rights Agent will deem the beneficial ~~ownership interest~~ owner of the Rights evidenced by this Right Certificate to be an Acquiring Person or an Affiliate or Associate thereof (as defined in the Rights Agreement) and such Assignment or Election to Purchase will not be honored. EXHIBIT C UNDER CERTAIN CIRCUMSTANCES, AS SET FORTH IN THE RIGHTS AGREEMENT, RIGHTS OWNED BY OR TRANSFERRED TO ANY PERSON WHO IS OR BECOMES AN ACQUIRING PERSON (AS DEFINED IN THE RIGHTS AGREEMENT) AND CERTAIN TRANSFEREES THEREOF WILL BECOME NULL AND VOID AND WILL NO LONGER BE TRANSFERABLE. SUMMARY OF RIGHTS TO PURCHASE PREFERRED SHARES On February 27, 2003 the Board of Directors of Boston Biomedica, Inc. (the "Company") declared a dividend of one preferred share purchase right ("Right") in respect of each share of common stock, par value $0.01 per share (the "Common Shares") of the Company outstanding on March 21, 2003 (the "Record Date") to the stockholders of record on that date. Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series A Junior Participating Preferred Stock, par value $0.01 per share (the "Preferred Shares"), of the Company, at a price of $45.00 per one one-thousandth of a Preferred Share (the "Purchase Price"), subject to adjustment. The description and terms of the Rights are set forth in a ~~New York common law trust~~ Rights Agreement (the ~~“Trust”~~"Rights Agreement"), consisting primarily of a pool of commercial and multifamily mortgage loans (the “Mortgage Loans”) and certain other property, formed and sold by THIS CERTIFIES THAT CEDE & CO. is the registered owner of this commercial mortgage pass-through certificate (this “Certificate”), which has been issued pursuant to the Pooling and Servicing Agreement, dated as ~~specified above (the “Pooling and Servicing Agreement”)~~of February 27, between Banc of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Commercial Mortgage Inc. (hereinafter called the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement), the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar and the Authenticating Agent, a summary of certain of the pertinent provisions of which is set forth hereafter. The Trust consists primarily of the Mortgage Loans, such amounts as shall from time to time be held in the Collection Account and Distribution Account, the Insurance Policies and any REO Properties. To the extent not defined herein, the capitalized terms used herein have the respective meanings assigned in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated 2003 as the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C8, Commercial Mortgage Pass-Through Certificates, Series 2013-C8 (herein called the “Certificates”). The Certificates are issued in the Classes specified in the Pooling and Servicing Agreement and will evidence in the aggregate 100% of the beneficial ownership of the Trust. This Certificate represents an interest in the Class A-3 Certificates equal to the quotient expressed as a percentage obtained by dividing the initial Certificate Balance of this Certificate specified on the face hereof by the initial Aggregate Certificate Balance of the Class A-3 Certificates. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the parties thereto. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as same may be amended from time to time, between the ~~Holder~~ Company and Computershare Trust Company, Inc., as Rights Agent (the "Rights Agent"). Until the earlier to occur of (i) 10 days following a public announcement that a person or group of affiliated or associated persons has acquired beneficial ownership of 15% or more of the outstanding Common Shares or any person or group who as of February 27, 2003 beneficially owned 15% or more of the outstanding Common Shares acquired beneficial ownership of any additional Common Shares (with certain exceptions, an "Acquiring Person"), or (ii) 10 business days (or such later date as may be determined by action of the Board of Directors prior to such time as any Person becomes an Acquiring Person) following the commencement of, or announcement of an intention to make, a tender offer or exchange offer the consummation of which would result in the beneficial ownership by a person or group of 15% or more of such outstanding Common Shares (the earlier of such dates being called the "Distribution Date"), the Rights will be evidenced, with respect to any of the Common Share certificates outstanding as of the Record Date, by such Common Share certificate with a copy of this ~~Certificate by virtue~~ Summary of Rights attached thereto.The Agreement provides that, until the Distribution Date, the Rights will be transferred with and only with the Common Shares. Until the Distribution Date (or earlier redemption or expiration of the ~~acceptance hereof assents~~ Rights), new Common Share certificates issued after the Record Date or upon transfer or new issuance of Common Shares will contain a notation incorporating the Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights), the surrender for transfer of any certificates for Common Shares outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the Common Shares represented by such certificate. As soon as practicable following the Distribution Date, separate C-1 certificates evidencing the Rights ("Right Certificates") will be mailed to holders of record of the Common Shares as of the close of business on the Distribution Date and such separate Right Certificates alone will evidence the Rights. The Rights are not exercisable until the Distribution Date. The Rights will expire on February 27, 2013 (the "Final Expiration Date"), unless the Final Expiration Date is advanced or extended or unless the Rights are earlier redeemed or exchanged by ~~which~~ the Company, in each case, as described below. The Purchase Price payable, and the number of Preferred Shares or other securities or property issuable, upon exercise of the Rights are subject to adjustment from time to time to prevent dilution (i) in the event of a stock dividend on, or a subdivision, combination or reclassification of, the Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of certain rights or warrants to subscribe for or purchase Preferred Shares at a price, or securities convertible into Preferred Shares with a conversion price, less than the then current market price of the Preferred Shares or (iii) upon the distribution to holders of the Preferred Shares of evidences of indebtedness or assets (excluding regular periodic cash dividends paid out of earnings or retained earnings or dividends payable in Preferred Shares) or of subscription rights or warrants (other than those referred to above). The number of outstanding Rights and the number of one one-thousandths of a Preferred Share issuable upon exercise of each Right are also subject to adjustment in the event of a stock split of the Common Shares or a stock dividend on the Common Shares payable in Common Shares or subdivisions, consolidations or combinations of the Common Shares occurring, in any such ~~Holder is bound~~case, prior to the Distribution Date. Preferred Shares purchasable upon exercise of the Rights will not be redeemable. Each Preferred Share will be entitled to a quarterly dividend payment of 1000 times the dividend declared per Common Share. In the ~~case~~ event of liquidation, the holders of the Preferred Shares will be entitled to an aggregate payment of 1000 times the aggregate payment made per Common Share. Each Preferred Share will have 1000 votes, voting together with the Common Shares. In the event of any ~~conflict between terms specified~~ merger, consolidation or other transaction in ~~this Certificate~~ which Common Shares are exchanged, each Preferred Share will be entitled to receive 1000 times the amount received per Common Share. These rights are protected by customary antidilution provisions. Because of the nature of the Preferred Shares' dividend, liquidation and ~~terms specified in the Pooling and Servicing Agreement~~voting rights, the ~~terms~~ value of the ~~Pooling~~ one one-thousandth interest in a Preferred Share purchasable upon exercise of each Right should approximate the value of one Common Share. In the event that any person becomes an Acquiring Person, each holder of a Right, other than Rights beneficially owned by the Acquiring Person and ~~Servicing Agreement shall govern~~its Affiliates and Associates (which will thereafter be void), will thereafter have the right to receive upon exercise that number of Common Shares having a market value of two times the exercise price of the Right. ~~Distributions~~ In the event that, at any time after a Person becomes an Acquiring Person, the Company is acquired in a merger or other business combination transaction or 50% or more of ~~principal of and interest on this Certificate~~ its consolidated assets or earning power are sold, proper provision will be made ~~out~~ so that each holder of a Right will thereafter have the right to receive, upon the exercise thereof at the then current exercise price of the ~~Available Distribution Amount~~Right, to that number of shares of common stock of the ~~extent and subject to~~ person with whom the ~~limitations set forth~~ Company has engaged in the ~~Pooling and Servicing Agreement, on the 4th Business Day after the related Determination Date~~ foregoing transaction (~~a “Distribution Date”~~or its parent) commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered on the applicable Record Date. The Determination Date is the 11th day of each month, or, if the 11th day is not a Business Day, the next succeeding Business Day (a “Determination Date”), commencing on March 11, 2013. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as which at the time of ~~payment is legal tender for~~ such transaction will have a market value of two times the exercise price of the Right. If the Company does not have sufficient Common Shares to satisfy such obligation to issue Common Shares, or if the Board of Directors so elects, the Company shall deliver upon payment of ~~public~~ the exercise price of a Right an amount of cash or securities or other assets equivalent in value to the Common Shares issuable upon exercise of a Right; provided that, if the Company fails to meet such obligation within 30 days following the first occurrence of an event triggering the right to purchase Common Shares, the Company must deliver, upon exercise of a Right but without requiring payment of the exercise price then in effect, Common Shares (to the extent available) and ~~private debts~~then, if necessary Preferred Shares (to the extent available) and then, if necessary, cash equal in value to the difference between the value of the Common Shares otherwise issuable upon the exercise of a Right and the exercise price then in effect. ~~Interest on this Certificate~~ The Board of Directors may extend the 30-day period described above for up to an additional 60 days to permit the taking of action that may be necessary to authorize sufficient additional Common Shares to permit the issuance of Common Shares upon the exercise in full of the Rights. At any time after any Person becomes an Acquiring Person and prior to the acquisition by any person or group of a majority of the outstanding Common Shares, the Board of Directors of the Company may exchange the Rights (other than Rights owned by such person or group which have become void), in whole or in part, for Common Shares or Preferred Shares at an exchange ratio of one Common Share, or a fractional Preferred Share (or other preferred stock) equivalent in value thereto, per Right (subject to adjustment). With certain exceptions, no adjustment in the Purchase Price will ~~accrue~~ be required until cumulative adjustments require an adjustment of at least 1% in such Purchase Price. No fractional Preferred Shares or Common Shares will be issued (~~computed as if each year consisted~~ other than fractions which are integral multiples of ~~360 days and each month consisted~~ one one-thousandth of ~~30 days) during the Interest Accrual Period relating to such Distribution Date~~ a Preferred Share, which may, at the ~~related Pass-Through Rate~~ election of the Company, be evidenced by depositary receipts) and in lieu thereof, an adjustment in cash will be made based on the ~~Certificate Balance~~ current market price of ~~this Certificate immediately~~ the Preferred Shares or the Common Shares. At any time prior to ~~each Distribution Date~~the time any Person becomes an Acquiring Person, the Board of Directors of the Company may redeem the Rights in whole, but not in part, at a price of $0.001 per Right (the "Redemption Price") payable, at the option of the Company, in cash, shares of Common Stock or such other form of consideration as the Board of Directors of the Company shall determine. ~~Principal~~ The redemption of the Rights may be made effective at such time, on such basis and ~~interest allocated~~ with such conditions as the Board of Directors in its sole discretion may establish. Immediately upon any redemption of the Rights, the right to ~~this Certificate on any Distribution Date~~ exercise the Rights will terminate and the only right of the holders of Rights will be ~~in an amount due~~ to ~~this Certificate’s pro rata share of~~ receive the ~~amount to be distributed on~~ Redemption Price. For so long as the ~~Class A-3 Certificates as of such Distribution Date~~Rights are then redeemable, ~~with a final distribution to be made upon retirement of this Certificate as set forth in~~ the ~~Pooling and Servicing Agreement. Unless the certificate of authentication hereon has been executed by the Authenticating Agent~~Company may, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. Collateral Support Deficits shall be allocated on the applicable Distribution Date to the respective Classes of Principal Balance Certificates in the manner set forth in the Pooling and Servicing Agreement. All Collateral Support Deficits allocated to any Class of Principal Balance Certificates will be allocated pro rata among the outstanding Certificates of such Class. The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred except with respect to the ~~servicing of~~ Redemption Price, amend the ~~Mortgage Loans and administration of~~ Rights Agreement in any manner. After the ~~Trust. All distributions under~~ Rights are no longer redeemable, the ~~Pooling and Servicing Agreement to a nominee of The Depository Trust~~ Company (“DTC”) will be made by or on behalf of the Certificate Administrator by check mailed to such ▇▇▇▇▇▇’s address as it appears on the Certificate Register of the Certificate Registrar ormay, ~~upon written request~~ except with respect to the ~~Certificate Administrator on or prior to~~ Redemption Price, amend the ~~related Record Date (or upon standing instructions given to~~ C-3 Rights Agreement in any manner that does not adversely affect the Certificate Administrator on the Closing Date prior to any Record Date, which instructions may be revoked at any time thereafter upon written notice to the Certificate Administrator five (5) days prior to the related Record Date) made by a Certificateholder by wire transfer in immediately available funds to an account specified in the request interests of such Certificateholder. Notwithstanding the above, the final distribution on any Certificate will be made only upon presentation and surrender of such Certificate at the location that will be specified in a notice of the pendency of such final distribution. The Pooling and Servicing Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Certificateholders under the Pooling and Servicing Agreement at any time by the parties thereto with the consent of the Holders of not less than 51% of the aggregate Voting Rights of the Certificates then outstanding, as specified in the Pooling and Servicing Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon the Certificate. The Pooling and Servicing Agreement also permits the amendment thereof, in certain circumstances, without the consent of the Holders of any of the Certificates. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the Corporate Trust Office of the Certificate Registrar, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreement, the Certificates are issuable in fully registered form only, without coupons, in minimum denominations specified in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates. Notwithstanding the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book entry facilities of DTC. The Depositor, the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating Agent and any of their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating Agent or any such agents shall be affected by notice to the contrary. The obligations and responsibilities of the Trustee and the Certificate Administrator created hereby (other than the obligation of the Certificate Administrator, to make payments to the Class R Certificateholders, as set forth in Section 11.3 of the Pooling and Servicing Agreement and other than the obligations in the nature of information or tax reporting) shall terminate on the earliest of (i) the later of (A) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust (and final distribution to the Certificateholders) and (B) the disposition of all REO Property (and final distribution to the Certificateholders), (ii) the sale of the property held by the Trust in accordance with Section 11.1(b) of the Pooling and Servicing Agreement, (iii) the termination of the Trust pursuant to Section 11.1(c) of the Pooling and Servicing Agreement or (iv) voluntary exchange by the Sole Certificateholder of all the outstanding Certificates (other than the Class R Certificates) for the remaining Mortgage Loans and REO Properties in the Trust Fund pursuant to the terms of Section 11.1(d) of the Pooling and Servicing Agreement; provided that in no event shall the Trust continue beyond the expiration of 21 years from the death of the last survivor of the descendants of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the late Ambassador of the United States to the Court of St. ▇▇▇▇▇, living on the date hereof. The parties designated in the Pooling and Servicing Agreement may exercise their option to purchase the Mortgage Loans and any other property remaining in the Trust and cause the termination of the Trust in accordance with the requirements set forth in the Pooling and Servicing Agreement. Upon termination of the Trust and payment of the Certificates and of all administrative expenses associated with the Trust, any remaining assets of the Trust shall be distributed to the holders of the ~~Class R Certificates. The Certificate Registrar has executed this Certificate under the Pooling and Servicing Agreement~~Rights.

Appears in 1 contract

Sources: Rights Agreement (Boston Biomedica Inc)

Certificate. evidencing a beneficial ownership interest in a ~~New York common law trust (the “Trust”)~~Trust Fund, consisting primarily of a pool of ~~commercial~~ fixed rate, balloon multifamily and ~~multifamily~~ mobile home community mortgage loans (the “"Mortgage Loans”) "), all payments on or collections in respect of the Mortgage Loans due after the Cut-off Date, all REO Properties and ~~certain~~ revenues received in respect thereof, the mortgagee's rights under the Insurance Policies, any Assignment of Leases, and any guaranties, escrow accounts or other ~~property~~collateral as security for the Mortgage Loans, and such amounts as shall from time to time be held in the Certificate Account, the Distribution Accounts, and the REO Accounts, formed and sold by Bear ▇▇▇▇▇▇▇ Commercial Mortgage Securities Inc. THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN Bear ▇▇▇▇▇▇▇ Commercial Mortgage Securities Inc., THE SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE FISCAL AGENT OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES. THIS CERTIFIES ~~THAT CEDE & CO.~~ THAT_______________ is the registered owner of the interest evidenced by this ~~commercial mortgage pass-through certificate (this “Certificate”), which has been~~ Certificate in the Class [H] Certificates issued by the Trust Fund created pursuant to the Pooling and Servicing Agreement, dated as ~~specified above~~ of , 1998 (the “"Pooling and Servicing Agreement”"), ~~between Banc of America~~ among Bear ▇▇▇▇▇▇▇ ~~▇▇▇▇▇~~ Commercial Mortgage Securities Inc. (hereinafter called the “"Depositor”", which term includes any successor entity under the Pooling and Servicing Agreement), the ~~Master Servicer~~Trustee, the Special Servicer, the ~~Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar~~ Servicer and the ~~Authenticating~~ Fiscal Agent~~, a~~ . A summary of certain of the pertinent provisions of ~~which~~ the Pooling and Servicing Agreement is set forth hereafter~~. The Trust consists primarily of the Mortgage Loans, such amounts as shall from time to time be held in the Collection Account and Distribution Account, the Insurance Policies and any REO Properties~~. To the extent not defined herein, the capitalized terms used herein shall have the ~~respective~~ meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as Certificates of the ~~▇▇▇▇▇▇~~ series specified on the face hereof (herein called the "Certificates") and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial Certificate Balance of the Class [H] Certificates. The Certificates are designated as the Bear ▇▇▇▇▇▇▇ ~~Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C8~~Commercial Mortgage Securities Inc., Commercial Mortgage Pass-Through Certificates, Series ~~2013~~1998-~~C8 (herein called the “Certificates”). The Certificates~~ 2 and are issued in ~~the~~ twelve Classes ~~specified~~ as specifically set forth in the Pooling and Servicing ~~Agreement and~~ Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership of the Trust. This Certificate represents an interest in the Class A-3 Certificates equal to the quotient expressed as a percentage obtained by dividing the initial Certificate Balance of this Certificate specified on the face hereof by the initial Aggregate Certificate Balance of the Class A-3 CertificatesTrust Fund. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the ~~parties thereto~~Trustee. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the ~~Holder of this Certificate~~ Certificateholder by virtue of the acceptance hereof assents and by which ~~such Holder~~ the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. ~~Distributions~~ This Certificate is a "regular interest" in a "real estate mortgage investment conduit," as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of ~~principal~~ the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and ~~interest on~~ take no action inconsistent with the treatment of, this Certificate ~~will be made out~~ in accordance with the preceding sentence for purposes of ~~the Available Distribution Amount~~federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income. Pursuant to the ~~extent and subject to the limitations set forth in~~ terms of the Pooling and Servicing Agreement, on the ~~4th Business Day after the related Determination Date (a “Distribution Date”) commencing on the First Distribution Date specified above,~~ Paying Agent shall distribute to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person's pro rata share (based on the ~~applicable Record Date. The Determination Date is~~ Percentage Interest represented by this Certificate) of that portion of the ~~11th day~~ aggregate amount of ~~each month, or~~principal and interest then distributable, if any, allocable to the ~~11th day is not a Business Day~~Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described in the ~~next succeeding Business Day (a “Determination Date”), commencing on March 11, 2013~~Pooling and Servicing Agreement. Holders of this Certificate may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the ~~related~~ Class [H] Pass-Through Rate specified above on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount due to this Certificate’s 's pro rata share of the ~~amount~~ Available Distribution Amount to be distributed on the Certificates of this Class ~~A-3 Certificates~~ as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. Collateral Support ~~Deficits~~ Deficit and Certificate Deferred Interest on the Mortgage Loans shall be allocated on the applicable Distribution Date to ~~the respective Classes of Principal Balance Certificates~~ Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All Collateral Support ~~Deficits~~ Deficit or Certificate Deferred Interest on the Mortgage Loans allocated to any Class of ~~Principal Balance~~ Certificates will be allocated pro rata among the outstanding Certificates of such Class. The Certificates are limited in right of payment to to, among other things, certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Certificate Account and the Distribution Account will be held in the name of the Servicer and Paying Agent, respectively, on behalf of the holders of Certificates specified in the Pooling and Servicing Agreement and the Servicer (with respect to the Certificate Account) or the Paying Agent (with respect to the Distribution Account) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts may be invested in Permitted Investments. Interest or other income earned on funds in the Certificate Account and Distribution Account will be paid to the Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the ~~Collection~~ Certificate Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the ~~Trust~~Trust Fund. All distributions under the Pooling and Servicing Agreement to a ~~nominee~~ Class of ~~The Depository Trust Company (“DTC”) will~~ Certificates shall be made ~~by or~~ on ~~behalf~~ each Distribution Date (other than the final distribution on any Certificate) to Certificateholders of record on the ~~Certificate Administrator~~ related Record Date by check mailed to ~~such ▇▇▇▇▇▇’s~~ the address ~~as it appears on~~ set forth therefor in the Certificate Register ~~of the Certificate Registrar~~ or, ~~upon written request to~~ provided that such Certificateholder (1) has provided the ~~Certificate Administrator on or~~ Trustee and the Paying Agent with wire instructions in writing as least five Business Days prior to the related Record Date and (2) is the Holder of Certificates with an original Certificate Balance or ~~upon standing instructions given to the Certificate Administrator on the Closing Date prior to any Record Date~~Notional Amount, ~~which instructions may be revoked~~ as applicable, of at ~~any time thereafter upon written notice to the Certificate Administrator five (5) days prior to the related Record Date) made by a Certificateholder~~ least $ , by wire transfer in of immediately available funds to an the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the request of such Certificateholder. Notwithstanding the above, the final distribution on any Certificate will be made only upon presentation and surrender of such Certificate at the location that will be specified in a notice ~~of the pendency~~ to Certificateholders of such final distribution. ~~The Pooling and Servicing Agreement permits, with certain exceptions therein provided,~~ Any funds not distributed on the ~~amendment thereof and the modification~~ final Distribution Date because of the ~~rights~~ failure of Certificateholders to tender their Certificates shall be set aside and ~~obligations~~ held uninvested in trust for the benefit of the ~~Certificateholders under~~ non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any Certificates as to which notice has been given pursuant to Section 4.01(g) of the Pooling and Servicing Agreement ~~at any~~ shall not have been surrendered for cancellation within six months after the time ~~by the parties thereto with the consent of the Holders of not less than 51% of the aggregate Voting Rights of the Certificates then outstanding, as~~ specified in such notice, the Paying Agent shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation to receive the final distribution with respect thereto. If within one year after the second notice not all of such Certificates shall have been surrendered for cancellation, the Paying Agent may, directly or through an agent, take appropriate steps to contact the remaining non-tendering Certificateholders concerning surrender of their Certificates. The costs and expenses of holding such funds in trust and of contacting such Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust as a result of such Certificateholder's failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(g) of the Pooling and Servicing Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon the Certificate. The Pooling and Servicing Agreement also permits the amendment thereof, in certain circumstances, without the consent of the Holders of any of the Certificates. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is ~~registrable~~ registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the ~~Corporate Trust Office~~ office of the Certificate ~~Registrar~~Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder~~’s attorney~~ 's attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized ~~denominations~~ Denominations will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreement, the Class [X] Certificates ~~are issuable~~ will be issued in ~~fully registered~~ book-entry form ~~only~~through the facilities of DTC in Denominations of not less 266 than $ ________ initial Notional Amount and in integral multiples of $ ________ in excess thereof, ~~without coupons, in minimum denominations specified in~~ with one Certificate of such Class evidencing an additional amount equal to the remainder of the initial Notional Amount of such Class. Subject to the terms of the Pooling and Servicing Agreement, the Offered Certificates (other than the Class [X] Certificates) will be issued in book-entry form through the facilities of DTC in Denominations of $ ________ initial Certificate Balance, and in integral multiples of $ __________ in excess thereof, with one Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class. ~~As provided~~ Subject to the terms of the Pooling and Servicing Agreement, the Non-Registered Certificates (other than the Residual Certificates) will be issued in book-entry form through the facilities of DTC in Denominations of $ ________ initial Certificate Balance, and in integral multiples of $ ________ in excess thereof, with one Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class. The Class [R] and Class [LR] Certificates will be issued in fully registered, certificated form, in Denominations representing Percentage Interests of not less than _ %. No fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange referred to in Section 5.02 of the Pooling and Servicing Agreement ~~and subject~~ other than for transfers to ~~certain limitations therein set forth~~Institutional Accredited Investors as provided in Section 5.02(h) thereof. In connection with any transfer to an Institutional Accredited Investor, ~~Certificates are exchangeable~~ the Transferor shall reimburse the Trust for ~~new Certificates~~ any costs (including the cost of the ~~same Class in authorized denominations as requested~~ Certificate Registrar's counsel's review of the documents and any legal opinions, submitted by the ~~Holder surrendering~~ transferor or transferee to the ~~same~~Certificate Registrar as provided in Section 5.02 of the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. ~~No service charge will be made for any such registration of transfer or exchange but the~~ The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any ~~tax~~ tax, expense or other governmental charge ~~that may be imposed~~ payable in connection with any such transfer or exchange of Certificates. Notwithstanding the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book entry facilities of DTCexchange. The Depositor, the ~~Master~~ Trustee, the Fiscal Agent, the Servicer, the Special Servicer, the ~~Trust Advisor, the Trustee, the Custodian,~~ Paying Agent and the Certificate ~~Administrator, the Certificate Registrar, the Authenticating Agent~~ Registrar and any of their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and ~~none of~~ neither the Depositor, the ~~Master~~ Trustee, the Servicer, the Special Servicer, the ~~Trust Advisor, the Trustee, the Custodian~~Fiscal Agent, the Certificate ~~Administrator, the Certificate Registrar, the Authenticating Agent or~~ Registrar nor any such agents shall be affected by any notice to the contrary. The obligations and responsibilities of the Trustee and the Certificate Administrator created hereby (other than the obligation of the Certificate Administrator, to make payments to the Class R Certificateholders, as set forth in Section 11.3 of the Pooling and Servicing Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Fiscal Agent and the Trustee, without the consent of any of the Certificateholders, to cure any ambiguity, to correct or supplement any provisions herein or therein that may be inconsistent with any other provisions herein or therein or to correct any error; to maintain the rating or ratings assigned to each Class of Certificates by each Rating Agency; to modify, eliminate or add to any provisions to such extent as is necessary to maintain the qualification of either the Upper-Tier REMIC or the Lower-Tier REMIC as a REMIC to avoid or minimize the imposition of any tax, provided, however, an Opinion of Counsel is obtained to the effect that such action shall not adversely affect in any material respect the interest of any Certificateholder and such action is necessary or desirable to avoid such tax and such action will not result in the withdrawal, downgrade or qualification of the then-current rating by any Rating Agency, as evidenced by a letter from such Rating Agency to such effect; to change the timing and/or nature of deposits into the Certificate Account or Distribution Account or REO Account or to change the name in which the Certificate Account is maintained, provided, however, that the P&I Advance Date shall not be later than the ~~obligations~~ related Distribution Date, an Opinion of Counsel is obtained to the effect that such action shall not adversely affect in any material respect the interest of any Certificateholder and that such action will not result in the ~~nature of information~~ withdrawal, downgrade or ~~tax reporting) shall terminate on the earliest of (i) the later of (A) the final payment or other liquidation~~ qualification of the ~~last Mortgage Loan remaining in the Trust (and final distribution~~ then-current rating by any Rating Agency, as evidenced by a letter from such Rating Agency to such effect; to modify, eliminate or add to the ~~Certificateholders) and (B) the disposition~~ provisions of ~~all REO Property (and final distribution to the Certificateholders), (ii) the sale of the property held by the Trust in accordance with~~ Section ~~11.1(b) of the Pooling and Servicing Agreement, (iii) the termination of the Trust pursuant to Section 11.1(c~~5.02(d) of the Pooling and Servicing Agreement or ~~(iv) voluntary exchange~~ any other provision thereof restricting transfer of the Residual Certificates by virtue of their being the ~~Sole Certificateholder~~ REMIC "residual interests," provided that such change shall not result in the withdrawal, downgrade or qualification of ~~all~~ the ~~outstanding Certificates~~ then-current rating assigned to any Class of Certificates, as evidenced by a letter from each Rating Agency to such effect, and such change shall not, as evidenced by an Opinion of Counsel, cause either the Upper-Tier REMIC or the Lower-Tier REMIC or any of the Certificateholders (other than the ~~Class R Certificates~~Transferor) ~~for~~ to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization or a Non-U.S. Person; and to make any other provisions with respect to matters or questions arising under the ~~remaining Mortgage Loans~~ Pooling and ~~REO Properties in~~ Servicing Agreement which shall not be materially inconsistent with the ~~Trust Fund pursuant to the terms of Section 11.1(d)~~ provisions of the Pooling and Servicing Agreement~~; provided~~ , provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in ~~no event shall~~ any material respect the ~~Trust continue beyond the expiration~~ interest of 21 years from the death of the last survivor of the descendants of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the late Ambassador of the United States to the Court of St. ▇▇▇▇▇, living on the date hereofany Certificateholder not consenting thereto. The ~~parties designated in the~~ Pooling and Servicing Agreement may exercise their option to purchase the Mortgage Loans and any other property remaining in the Trust and cause the termination of the Trust in accordance with the requirements set forth in the Pooling and Servicing Agreement. Upon termination of the Trust and payment of the Certificates and of all administrative expenses associated with the Trust, any remaining assets of the Trust shall be distributed to the holders of the Class R Certificates. The Certificate Registrar has executed this Certificate under the Pooling and Servicing Agreement.Servicing

Appears in 1 contract

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

Certificate. evidencing a beneficial ownership interest in a New York common law trust (the “Trust”), consisting primarily of a pool of commercial and multifamily mortgage loans (the “Mortgage Loans”) and certain other property, formed and sold by THIS CERTIFIES THAT CEDE & CO. Reference is ~~the registered owner of this commercial mortgage pass-through certificate (this “Certificate”), which has been issued pursuant~~ hereby made to the ~~Pooling and Servicing~~ Credit Agreement, dated as ~~specified above (the “Pooling and Servicing Agreement”)~~of May 14, ~~between Banc of America ▇▇▇~~2002, among RUD▇▇▇▇ ▇▇~~▇▇▇ Commercial Mortgage Inc.~~ RPORATION, a North Carolina corporation (~~hereinafter called~~ the ~~“Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement~~"Borrower"), the ~~Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar~~ several banks and ~~the Authenticating Agent, a summary of certain of the pertinent provisions of which is set forth hereafter. The Trust consists primarily of the Mortgage Loans, such amounts as shall~~ other financial institutions from time to time ~~be held~~ parties thereto, and Wachovia Bank, National Association, as Administrative Agent (as amended, restated, supplemented or otherwise modified from time to time, the "Credit Agreement"). Capitalized terms used but not otherwise defined herein shall have the meanings provided in the ~~Collection Account and Distribution Account~~Credit Agreement. Pursuant to the provisions of Section 2.16 of the Credit Agreement, the ~~Insurance Policies and any REO Properties~~undersigned hereby certifies that it is not a "bank" as such term is used in Section 881(c)(3)(A) of the Internal Revenue Code of 1986, as amended. To [NAME OF LENDER] By:___________________________ Name:_________________________ Title:__________________________ <Page> Schedule 9.6(c) FORM OF COMMITMENT TRANSFER SUPPLEMENT COMMITMENT TRANSFER SUPPLEMENT Reference is made to the ~~extent not defined herein~~Credit Agreement, dated as of May 14, 2002 (as amended, restated, supplemented or otherwise modified from time to time, the ~~capitalized terms used herein have the respective meanings assigned in the Pooling and Servicing~~ "Credit Agreement~~. This Certificate is one of a duly authorized issue of Certificates designated as the ▇▇~~"), among RUD▇▇▇▇ ▇▇~~▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C8~~RPORATION, ~~Commercial Mortgage Pass-Through Certificates~~a North Carolina corporation (the "Borrower"), ~~Series 2013-C8~~ the several banks and other financial institutions from time to time parties thereto, and Wachovia Bank, National Association, as Administrative Agent (~~herein called~~ the ~~“Certificates”~~"Administrative Agent"). ~~The Certificates are issued~~ Unless otherwise defined herein, terms defined in the ~~Classes specified~~ Credit Agreement and used herein shall have the meanings given to them in the ~~Pooling~~ Credit Agreement. ___________________ (the "Transferor Lender") and ~~Servicing~~ __________________(the "Purchasing Lender") hereby agree as follows: 1. The Transferor Lender hereby irrevocably sells and assigns to the Purchasing Lender without recourse to the Transferor Lender, and the Purchasing Lender hereby irrevocably purchases and assumes from the Transferor Lender without recourse to the Transferor Lender, as of the Transfer Effective Date (as defined below), a _____% interest (the "Assigned Interest") in and to the Transferor Lender's rights and obligations under the Credit Agreement ~~and will evidence~~ with respect to those credit facilities contained in the ~~aggregate 100% of~~ Credit Agreement as are set forth on Schedule 1 attached hereto (individually, an "Assigned Facility"; collectively, the ~~beneficial ownership of~~ "Assigned Facilities"), in a principal amount for each Assigned Facility as set forth on such Schedule 1. 2. The Transferor Lender (a) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Trust. This Certificate represents an interest in the Class A-3 Certificates equal to the quotient expressed as a percentage obtained by dividing the initial Certificate Balance of this Certificate specified on the face hereof by the initial Aggregate Certificate Balance of the Class A-3 Certificates. This Certificate does not purport to summarize the Pooling and Servicing Credit Agreement ~~and reference is made to that agreement for information~~ or with respect to the ~~interests~~execution, ~~rights~~legality, ~~benefits~~validity, ~~obligations~~enforceability, ~~proceeds~~genuineness, sufficiency or value of the Credit Agreement, any other Credit Document or any other instrument or document furnished pursuant thereto, other than that the Transferor Lender has not created any adverse claim upon the interest being assigned by it hereunder and that such interest is free and clear of any such adverse claim; (b) makes no representation or warranty and assumes no responsibility with respect to the financial condition of the Borrower, any of their Subsidiaries or any other obligor or the performance or observance by the Borrower, any of their Subsidiaries or any other obligor of any of their respective obligations under the Credit Agreement or any other Credit Document or any other instrument or document furnished pursuant hereto or thereto; and (c) attaches any Revolving Note held by it evidencing the Assigned Facilities and (i) requests that the Administrative Agent exchange the attached Revolving Note for a new Revolving Note payable to the Purchasing Lender and (ii) if the Transferor Lender has retained any interest in the Assigned Facility, requests that the Administrative Agent exchange the attached Revolving Note for a new Revolving Note payable to the Transferor Lender, in each case in amounts which reflect the assignment being made hereby (and after giving effect to any other assignments which have become effective on the Transfer Effective Date). 3. The Purchasing Lender (a) represents and warrants that it is legally authorized to enter into this Commitment Transfer Supplement; (b) confirms that it has received a copy of the Credit Agreement, together with copies of the financial statements referred to in Section 3.1 thereof, the financial statements delivered pursuant to Section 5.1 thereof, if any, and ~~duties evidenced hereby~~ such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Commitment Transfer Supplement; (c) agrees that it will, independently and without reliance upon the ~~rights~~Transferor Lender, ~~duties~~ the Administrative Agent or any other Lender and ~~obligations~~ based on such documents and information as it shall deem appropriate at the <Page> time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement, the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (d) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Credit Agreement, the other loan documents or any other instrument or document furnished pursuant hereto or thereto as are delegated to the Administrative Agent by the terms thereof, together with such powers as are incidental thereto; and (e) agrees that it will be bound by the provisions of the ~~parties thereto. This Certificate is issued under~~ Credit Agreement and ~~is subject to~~ will perform in accordance with its terms all the ~~terms, provisions and conditions of the Pooling and Servicing Agreement, to~~ obligations which ~~Pooling and Servicing Agreement, as amended from time to time, the Holder of this Certificate~~ by virtue of the acceptance hereof assents and by which such Holder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the ~~Pooling and Servicing~~ Credit Agreement are required to be performed by it as a Lender including, if it is organized under the laws of a jurisdiction outside the United States, its obligations pursuant to subsection 2.16 of the Credit Agreement. 4. The effective date of this Commitment Transfer Supplement shall ~~govern~~be ________ ___, ____ (the "Transfer Effective Date"). ~~Distributions~~ Following the execution of ~~principal of and interest on~~ this ~~Certificate~~ Commitment Transfer Supplement, it will be ~~made out~~ delivered to the Administrative Agent for acceptance by it and recording by the Administrative Agent pursuant to the Credit Agreement, effective as of the ~~Available Distribution Amount~~Transfer Effective Date. 5. Upon such acceptance and recording, from and after the Transfer Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Purchasing Lender whether such amounts have accrued prior to the Transfer Effective Date or accrue subsequent to the Transfer Effective Date. The Transferor Lender and the Purchasing Lender shall make all appropriate adjustments in payments by the Administrative Agent for periods prior to the Transfer Effective Date or, with respect to the making of this assignment, directly between themselves. 6. From and after the Transfer Effective Date, (a) the Purchasing Lender shall be a party to the Credit Agreement and, to the extent and subject to the limitations set forth in the Pooling and Servicing Agreement, on the 4th Business Day after the related Determination Date (a “Distribution Date”) commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered on the applicable Record Date. The Determination Date is the 11th day of each month, or, if the 11th day is not a Business Day, the next succeeding Business Day (a “Determination Date”), commencing on March 11, 2013. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the related Pass-Through Rate on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount due to this Certificate’s pro rata share of the amount to be distributed on the Class A-3 Certificates as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. Collateral Support Deficits shall be allocated on the applicable Distribution Date to the respective Classes of Principal Balance Certificates in the manner set forth in the Pooling and Servicing Agreement. All Collateral Support Deficits allocated to any Class of Principal Balance Certificates will be allocated pro rata among the outstanding Certificates of such Class. The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in ~~the Pooling and Servicing Agreement~~this Commitment Transfer Supplement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust. All distributions under the Pooling and Servicing Agreement to a nominee of The Depository Trust Company (“DTC”) will be made by or on behalf of the Certificate Administrator by check mailed to such ▇▇▇▇▇▇’s address as it appears on the Certificate Register of the Certificate Registrar or, upon written request to the Certificate Administrator on or prior to the related Record Date (or upon standing instructions given to the Certificate Administrator on the Closing Date prior to any Record Date, which instructions may be revoked at any time thereafter upon written notice to the Certificate Administrator five (5) days prior to the related Record Date) made by a Certificateholder by wire transfer in immediately available funds to an account specified in the request of such Certificateholder. Notwithstanding the above, the final distribution on any Certificate will be made only upon presentation and surrender of such Certificate at the location that will be specified in a notice of the pendency of such final distribution. The Pooling and Servicing Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of have the rights and obligations of ~~the Certificateholders~~ a Lender thereunder and under the ~~Pooling~~ other Credit Documents and ~~Servicing Agreement at any time~~ shall be bound by the ~~parties thereto with~~ provisions thereof and (b) the ~~consent of~~ Transferor Lender shall, to the ~~Holders of not less than 51% of~~ extent provided in this Commitment Transfer Supplement, relinquish its rights and be released from its obligations under the ~~aggregate Voting Rights of the Certificates then outstanding, as specified in the Pooling and Servicing~~ Credit Agreement. 7. ~~Any such consent by the Holder of this Certificate~~ This Commitment Transfer supplement shall be ~~conclusive~~ governed by and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon the Certificate. The Pooling and Servicing Agreement also permits the amendment thereof, in certain circumstances, without the consent of the Holders of any of the Certificates. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the Corporate Trust Office of the Certificate Registrar, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreement, the Certificates are issuable in fully registered form only, without coupons, in minimum denominations specified in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates. Notwithstanding the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book entry facilities of DTC. The Depositor, the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating Agent and any of their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating Agent or any such agents shall be affected by notice to the contrary. The obligations and responsibilities of the Trustee and the Certificate Administrator created hereby (other than the obligation of the Certificate Administrator, to make payments to the Class R Certificateholders, as set forth in Section 11.3 of the Pooling and Servicing Agreement and other than the obligations in the nature of information or tax reporting) shall terminate on the earliest of (i) the later of (A) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust (and final distribution to the Certificateholders) and (B) the disposition of all REO Property (and final distribution to the Certificateholders), (ii) the sale of the property held by the Trust in accordance with Section 11.1(b) of the Pooling and Servicing Agreement, (iii) the termination of the Trust pursuant to Section 11.1(c) of the Pooling and Servicing Agreement or (iv) voluntary exchange by the Sole Certificateholder of all the outstanding Certificates (other than the Class R Certificates) for the remaining Mortgage Loans and REO Properties in the Trust Fund pursuant to the terms of Section 11.1(d) of the Pooling and Servicing Agreement; provided that in no event shall the Trust continue beyond the expiration of 21 years from the death of the last survivor of the descendants of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the late Ambassador of the United States to the Court of St. ▇▇▇▇▇, living on the date hereof. The parties designated in the Pooling and Servicing Agreement may exercise their option to purchase the Mortgage Loans and any other property remaining in the Trust and cause the termination of the Trust construed in accordance with the ~~requirements set forth in the Pooling and Servicing Agreement. Upon termination~~ laws of the ~~Trust and payment~~ State of the Certificates and of all administrative expenses associated with the Trust, any remaining assets of the Trust shall be distributed to the holders of the Class R Certificates. The Certificate Registrar has executed this Certificate under the Pooling and Servicing AgreementNorth Carolina.

Appears in 1 contract

Sources: Credit Agreement (Ruddick Corp)

Certificate. ~~evidencing a beneficial ownership interest in a New York common law trust~~ The undersigned Chief Financial Officer of Monaco Coach Corporation hereby certifies to Administrative Lender that: (i) the ~~“Trust”)~~foregoing information is true, ~~consisting primarily~~ accurate and complete as of ~~a pool~~ the close of ~~commercial~~ business on ________, _____; (ii) the undersigned is familiar with Borrowers' businesses and ~~multifamily mortgage loans~~ financial affairs and has access to all of Borrowers' business records material to the compilation and determination of the information set forth above; and (~~the “Mortgage Loans”~~iii) ~~and certain other property, formed and sold by THIS CERTIFIES THAT CEDE & CO.~~ this Certificate is ~~the registered owner of this commercial mortgage pass-through certificate (this “Certificate”), which has been issued~~ being delivered to Administrative Lender pursuant to the ~~Pooling~~ Amended and ~~Servicing~~ Restated Credit Agreement among Borrowers, U.S. Bank, National Association as Administrative Lender, and the lenders named therein for the purpose of inducing Lenders to extend credit to Borrowers. DATED: __________, ______. By: Chief Financial Officer EXHIBIT B TO AMENDED AND RESTATED CREDIT AGREEMENT $70,000,000 September 28, 2001 FOR VALUE RECEIVED, the undersigned, MONACO COACH CORPORATION, a Delaware corporation, ROYALE COACH BY MONACO, INC., an Indiana corporation, and MCC ACQUISITION CORPORATION, a Delaware corporation, (each individually referred to as "Borrower" and all collectively referred to as "Borrowers") hereby jointly and severally promise to pay to the order of U.S. BANK NATIONAL ASSOCIATION as Administrative Lender for the ratable benefit of the Lenders ("Administrative Lender") on the Revolver Maturity Date, or at such earlier time as is provided in that certain Amended and Restated Credit Agreement among Borrowers, U.S. Bank National Association (as Administrative Lender) and the lenders named therein dated as of September 28, 2001, (as amended, modified or supplemented from time to time, the "Credit Agreement"), the principal sum of Seventy Million Dollars ($70,000,000), or such lesser amount as shall equal the aggregate outstanding principal balance of all Revolving Loans made by Lenders to Borrowers pursuant to the Credit Agreement. This promissory note is one of the promissory notes referred to in, and subject to the terms of, the Credit Agreement. Capitalized terms used herein shall have the respective meanings assigned to them in the Credit Agreement. Borrower further promises to pay interest on the outstanding principal balance hereof at the interest rates, and payable on the dates, set forth in the Credit Agreement. All payments of principal and interest hereunder shall be made to Administrative Lender in lawful money of the United States and in same day or immediately available funds. Administrative Lender is authorized but not required to record the date and amount of each advance made hereunder, the date and amount of each payment of principal and interest hereunder, and the resulting unpaid principal balance hereof, in Administrative Lender's internal records, and any such recordation shall be prima facie evidence of the accuracy of the information so recorded; provided however, that Administrative Lender's failure to so record such amounts shall not limit or otherwise affect Borrower's obligations hereunder and under the Credit Agreement to repay the principal hereof and interest hereon. Borrowers shall pay all costs of collection, including reasonable attorneys' fees (whether incurred at the trial or appellate level, in an arbitration or administrative proceeding, in bankruptcy (including, without limitation, any adversary proceeding, contested matter or motion) or otherwise). No delay or failure on the part of Administrative Lender to exercise any of its rights hereunder shall be deemed a waiver of such rights or any other right of Administrative Lender nor shall any delay, omission or waiver on any one occasion be deemed a bar to or waiver of such rights or any other right on any future occasion. Borrowers and every surety, indorser and guarantor of this Note waive presentment, demand, protest, notice of intention to accelerate, notice of acceleration, notice of nonpayment and all other notices of every kind, and agree that their liability under this Note shall not be affected by any renewal, postponement or extension in the time of payment hereof, by any indulgence granted by any holder hereof with respect hereto, or by any release or change in any security for the payment of this Note, and they hereby consent to any and all renewals, extensions, indulgences, releases or changes, regardless of the number of such renewals, extensions, indulgences, releases or changes. The Credit Agreement provides, among other things, for acceleration (which in certain cases shall be automatic) of the maturity hereof upon the occurrence of certain stated events, in each case without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by Borrowers. Borrowers' obligations evidenced by this promissory note are secured by the collateral described in the Loan Documents. The Loan Documents describe the rights of Administrative Lender with respect to the collateral. In the event of any conflict between the terms of this promissory note and the terms of the Credit Agreement, the terms of the Credit Agreement shall control. This promissory note shall be governed by and construed in accordance with the laws of the State of Oregon. MONACO COACH CORPORATION By: Title: ROYALE COACH BY MONACO, INC. MCC ACQUISITION CORPORATION By: By: Title: Title: $40,000,000 September 28, 2001 FOR VALUE RECEIVED, the undersigned, MONACO COACH CORPORATION, a Delaware corporation, ROYALE COACH BY MONACO, INC., an Indiana corporation, and MCC ACQUISITION CORPORATION, a Delaware corporation, (each individually referred to as "Borrower" and all collectively referred to as "Borrowers") hereby jointly and severally promise to pay to the order of U.S. BANK NATIONAL ASSOCIATION as Administrative Lender for the ratable benefit of the Lenders ("Administrative Lender") in the manner and at the times provided in that certain Amended and Restated Credit Agreement among Borrowers, U.S. Bank National Association (as Administrative Lender) and the lenders named therein dated as ~~specified above~~ of September 28, 2001, (as amended, modified or supplemented from time to time, the ~~“Pooling and Servicing~~ "Credit Agreement”"), the principal sum of Forty Million Dollars ($40,000,000). This promissory note is one of the promissory notes referred to in, and subject to the terms of, the Credit Agreement. Capitalized terms used herein shall have the respective meanings assigned to them in the Credit Agreement. Borrower further promises to pay interest on the outstanding principal balance hereof at the interest rates, and payable on the dates, set forth in the Credit Agreement. All payments of principal and interest hereunder shall be made to Administrative Lender in lawful money of the United States and in same day or immediately available funds. Administrative Lender is authorized but not required to record the date and amount of each payment of principal and interest hereunder, and the resulting unpaid principal balance hereof, in Administrative Lender's internal records, and any such recordation shall be prima facie evidence of the accuracy of the information so recorded; provided however, that Administrative Lender's failure to so record such amounts shall not limit or otherwise affect Borrower's obligations hereunder and under the Credit Agreement to repay the principal hereof and interest hereon. Borrowers shall pay all costs of collection, including reasonable attorneys' fees (whether incurred at the trial or appellate level, in an arbitration or administrative proceeding, in bankruptcy (including, without limitation, any adversary proceeding, contested matter or motion) or otherwise). No delay or failure on the part of Administrative Lender to exercise any of its rights hereunder shall be deemed a waiver of such rights or any other right of Administrative Lender nor shall any delay, omission or waiver on any one occasion be deemed a bar to or waiver of such rights or any other right on any future occasion. Borrowers and every surety, indorser and guarantor of this Note waive presentment, demand, protest, notice of intention to accelerate, notice of acceleration, notice of nonpayment and all other notices of every kind, and agree that their liability under this Note shall not be affected by any renewal, postponement or extension in the time of payment hereof, by any indulgence granted by any holder hereof with respect hereto, or by any release or change in any security for the payment of this Note, and they hereby consent to any and all renewals, extensions, indulgences, releases or changes, regardless of the number of such renewals, extensions, indulgences, releases or changes. The Credit Agreement provides, among other things, for acceleration (which in certain cases shall be automatic) of the maturity hereof upon the occurrence of certain stated events, in each case without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by Borrowers. Borrowers' obligations evidenced by this promissory note are secured by the collateral described in the Loan Documents. The Loan Documents describe the rights of Administrative Lender with respect to the collateral. In the event of any conflict between ~~Banc~~ the terms of ~~America ▇▇▇▇~~this promissory note and the terms of the Credit Agreement, the terms of the Credit Agreement shall control. This promissory note shall be governed by and construed in accordance with the laws of the State of Oregon. MONACO COACH CORPORATION By: Title: ROYALE COACH BY MONACO, INC. MCC ACQUISITION CORPORATION By: By: Title: Title: $10,000,000 September 28, 2001 FOR VALUE RECEIVED, MONACO COACH CORPORATION, a Delaware corporation, ROYALE COACH BY MONACO, INC., an Indiana corporation, and MCC ACQUISITION CORPORATION, a Delaware corporation, (each individually referred to as "Borrower" and all collectively referred to as "Borrowers") hereby jointly and severally promise to pay to the order of U.S. BANK NATIONAL ASSOCIATION ("Lender") on the Revolver Maturity Date, or at such earlier time as is provided in that certain Amended and Restated Credit Agreement among Borrowers, U.S. Bank National Association (as Administrative Lender and as Swingline Lender) and the lenders named therein dated as of September 28, 2001, (as amended, modified or supplemented from time to time, the "Credit Agreement"), the principal sum of Ten Million Dollars ($10,000,000), or such lesser amount as shall equal the aggregate outstanding principal balance of all Swing Loans made by Lender to Borrowers pursuant to the Credit Agreement. This promissory note is one of the promissory notes referred to in, and subject to the terms of, the Credit Agreement. Capitalized terms used herein shall have the respective meanings assigned to them in the Credit Agreement. Borrower further promises to pay interest on the outstanding principal balance hereof at the interest rates, and payable on the dates, set forth in the Credit Agreement. All payments of principal and interest hereunder shall be made to Administrative Lender in lawful money of the United States and in same day or immediately available funds. Lender is authorized but not required to record the date and amount of each advance made hereunder, the date and amount of each payment of principal and interest hereunder, and the resulting unpaid principal balance hereof, in Lender's internal records, and any such recordation shall be prima facie evidence of the accuracy of the information so recorded; provided however, that Lender's failure to so record such amounts shall not limit or otherwise affect Borrower's obligations hereunder and under the Credit Agreement to repay the principal hereof and interest hereon. Borrowers shall pay all costs of collection, including reasonable attorneys' fees (whether incurred at the trial or appellate level, in an arbitration or administrative proceeding, in bankruptcy (including, without limitation, any adversary proceeding, contested matter or motion) or otherwise). No delay or failure on the part of Lender to exercise any of its rights hereunder shall be deemed a waiver of such rights or any other right of Lender nor shall any delay, omission or waiver on any one occasion be deemed a bar to or waiver of such rights or any other right on any future occasion. Borrowers and every surety, indorser and guarantor of this Note waive presentment, demand, protest, notice of intention to accelerate, notice of acceleration, notice of nonpayment and all other notices of every kind, and agree that their liability under this Note shall not be affected by any renewal, postponement or extension in the time of payment hereof, by any indulgence granted by any holder hereof with respect hereto, or by any release or change in any security for the payment of this Note, and they hereby consent to any and all renewals, extensions, indulgences, releases or changes, regardless of the number of such renewals, extensions, indulgences, releases or changes. The Credit Agreement provides, among other things, for acceleration (which in certain cases shall be automatic) of the maturity hereof upon the occurrence of certain stated events, in each case without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by Borrowers. Borrowers' obligations evidenced by this promissory note are secured by the collateral described in the Loan Documents. The Loan Documents describe the rights of Administrative Lender, Lender and any other holder hereof with respect to the collateral. In the event of any conflict between the terms of this promissory note and the terms of the Credit Agreement, the terms of the Credit Agreement shall control. This promissory note shall be governed by and construed in accordance with the laws of the State of Oregon. MONACO COACH CORPORATION By: Title: ROYALE COACH BY MONACO, INC. MCC ACQUISITION CORPORATION By: By: Title: Title: EXHIBIT C TO AMENDED AND RESTATED CREDIT AGREEMENT U.S. Bank National Association Oregon Commercial Banking ▇▇▇ ▇▇▇▇▇ Commercial Mortgage Inc. (hereinafter called the “Depositor”, which term includes any successor entity under the Pooling and Servicing Agreement), the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar and the Authenticating Agent, a summary of certain of the pertinent provisions of which is set forth hereafter. The Trust consists primarily of the Mortgage Loans, such amounts as shall from time to time be held in the Collection Account and Distribution Account, the Insurance Policies and any REO Properties. To the extent not defined herein, the capitalized terms used herein have the respective meanings assigned in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as the ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ~~Bank of America~~ ▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C8, Commercial Mortgage Pass-Through Certificates, Series 2013-C8 (herein called the “Certificates”). The Certificates are issued in the Classes specified in the Pooling and Servicing Agreement and will evidence in the aggregate 100% of the beneficial ownership of the Trust. This Certificate represents an interest in the Class A-3 Certificates equal to the quotient expressed as a percentage obtained by dividing the initial Certificate Balance of this Certificate specified on the face hereof by the initial Aggregate Certificate Balance of the Class A-3 Certificates. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference Attn: ▇▇▇ ▇▇▇▇▇▇ Reference is made to that ~~agreement for information with respect to the interests~~certain Amended and Restated Credit Agreement among Monaco Coach Corporation, ~~rights~~a Delaware corporation, ~~benefits~~Royale Coach By Monaco, ~~obligations~~Inc., ~~proceeds~~an Indiana corporation, and ~~duties evidenced hereby~~ MCC Acquisition Corporation, a Delaware corporation, (each individually referred to as a "Borrower" and all collectively referred to as "Borrowers"), U.S. Bank National Association (as Administrative Lender) and the ~~rights~~lenders named therein dated as of September 28, ~~duties and obligations of the parties thereto. This Certificate is issued under and is subject to the terms~~2001, ~~provisions and conditions of the Pooling and Servicing Agreement~~(as amended, ~~to which Pooling and Servicing Agreement, as amended~~ modified or supplemented from time to time, the ~~Holder of this Certificate by virtue of~~ "Credit Agreement"). Capitalized terms used herein shall have the ~~acceptance hereof assents and by which such Holder is bound. In the case of any conflict between terms specified in this Certificate and terms specified~~ respective meanings assigned to them in the ~~Pooling and Servicing~~ Credit Agreement. Borrowers' Agent hereby represents to Administrative Lender that the following persons are the Authorized Representatives, as defined in the Credit Agreement, and that the ~~terms of the Pooling and Servicing Agreement shall govern. Distributions of principal of and interest~~ signatures opposite their names are their true signatures: Administrative Lender is authorized to rely on this ~~Certificate will be made out~~ Notice of the Available Distribution Amount, to the extent and subject to the limitations set forth in the Pooling and Servicing Agreement, on the 4th Business Day after the related Determination Date (a “Distribution Date”) commencing on the First Distribution Date specified above, to the Person in whose name this Certificate is registered on the applicable Record Date. The Determination Date is the 11th day of each month, orAuthorized Representatives until such time, if ~~the 11th day is not~~ any, as Borrowers' Agent has delivered to Administrative Lender, and Administrative Lender has received, a ~~Business Day, the next succeeding Business Day (a “Determination Date”), commencing on March 11, 2013~~duly executed Notice of Authorized Representatives in substitution hereof. ~~All sums distributable on this Certificate are payable in the coin or currency~~ This Notice of ~~the United States~~ Authorized Representatives cancels and supersedes any Notice of ~~America as~~ Authorized Representatives at ~~the~~ any time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the related Pass-Through Rate on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount due to this Certificate’s pro rata share of the amount to be distributed on the Class A-3 Certificates as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. Collateral Support Deficits shall be allocated on the applicable Distribution Date to the respective Classes of Principal Balance Certificates in the manner set forth in the Pooling and Servicing Agreement. All Collateral Support Deficits allocated to any Class of Principal Balance Certificates will be allocated pro rata among the outstanding Certificates of such Class. The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust. All distributions under the Pooling and Servicing Agreement to a nominee of The Depository Trust Company (“DTC”) will be made by or on behalf of the Certificate Administrator by check mailed to such ▇▇▇▇▇▇’s address as it appears on the Certificate Register of the Certificate Registrar or, upon written request to the Certificate Administrator on or prior to the ~~related Record Date (or upon standing instructions given~~ date hereof delivered by Borrowers' Agent to the Certificate Administrator on the Closing Date prior to any Record Date, which instructions may be revoked at any time thereafter upon written notice to the Certificate Administrator five (5) days prior to the related Record Date) made by a Certificateholder by wire transfer in immediately available funds to an account specified in the request of such Certificateholder. Notwithstanding the above, the final distribution on any Certificate will be made only upon presentation and surrender of such Certificate at the location that will be specified in a notice of the pendency of such final distribution. The Pooling and Servicing Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Certificateholders under the Pooling and Servicing Agreement at any time by the parties thereto with the consent of the Holders of not less than 51% of the aggregate Voting Rights of the Certificates then outstanding, as specified in the Pooling and Servicing Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon the Certificate. The Pooling and Servicing Agreement also permits the amendment thereof, in certain circumstances, without the consent of the Holders of any of the Certificates. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is registrable in the Certificate Register upon surrender of this Certificate for registration of transfer at the Corporate Trust Office of the Certificate Registrar, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized denominations will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreement, the Certificates are issuable in fully registered form only, without coupons, in minimum denominations specified in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates. Notwithstanding the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book entry facilities of DTC. The Depositor, the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating Agent and any of their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating Agent or any such agents shall be affected by notice to the contrary. The obligations and responsibilities of the Trustee and the Certificate Administrator created hereby (other than the obligation of the Certificate Administrator, to make payments to the Class R Certificateholders, as set forth in Section 11.3 of the Pooling and Servicing Agreement and other than the obligations in the nature of information or tax reporting) shall terminate on the earliest of (i) the later of (A) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust (and final distribution to the Certificateholders) and (B) the disposition of all REO Property (and final distribution to the Certificateholders), (ii) the sale of the property held by the Trust in accordance with Section 11.1(b) of the Pooling and Servicing Agreement, (iii) the termination of the Trust pursuant to Section 11.1(c) of the Pooling and Servicing Agreement or (iv) voluntary exchange by the Sole Certificateholder of all the outstanding Certificates (other than the Class R Certificates) for the remaining Mortgage Loans and REO Properties in the Trust Fund pursuant to the terms of Section 11.1(d) of the Pooling and Servicing Agreement; provided that in no event shall the Trust continue beyond the expiration of 21 years from the death of the last survivor of the descendants of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the late Ambassador of the United States to the Court of St. ▇▇▇▇▇, living on the date hereof. The parties designated in the Pooling and Servicing Agreement may exercise their option to purchase the Mortgage Loans and any other property remaining in the Trust and cause the termination of the Trust in accordance with the requirements set forth in the Pooling and Servicing Agreement. Upon termination of the Trust and payment of the Certificates and of all administrative expenses associated with the Trust, any remaining assets of the Trust shall be distributed to the holders of the Class R Certificates. The Certificate Registrar has executed this Certificate under the Pooling and Servicing AgreementAdministrative Lender.

Appears in 1 contract

Sources: Credit Agreement (Monaco Coach Corp /De/)

Certificate. evidencing a beneficial ownership interest in a ~~New York common law trust (the “Trust”)~~Trust Fund, consisting primarily of a pool of ~~commercial~~ commercial, multifamily and ~~multifamily~~ manufactured housing community mortgage ~~loans~~ loans, other than the One Post Office Square B Note (the “"Mortgage Loans”) "), all payments on or collections in respect of the One Post Office Square B Note due after the Cut-off Date, all REO Properties and ~~certain~~ revenues received in respect thereof, the mortgagee's rights under the Insurance Policies, any Assignment of Leases, and any guaranties, escrow accounts or other ~~property~~collateral as security for the One Post Office Square B Note, and such amounts, with respect to the One Post Office Square B Note, as shall from time to time be held in the Certificate Account, the Distribution Accounts, the Interest Reserve Account, the Gain on Sale Account and the REO Accounts, formed and sold by J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP. THIS CERTIFICAT▇ ▇▇▇▇ ▇▇▇ REPRESENT AN OBLIGATION OF OR INTEREST IN J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP., THE SERVICER, T▇▇ ▇▇▇▇▇▇▇ S▇▇▇▇▇ER, THE TRUSTEE, THE PAYING AGENT OR ANY OF THEIR AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING ONE POST OFFICE SQUARE B NOTE IS GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES. THIS CERTIFIES THAT CEDE & CO. is the registered owner of the interest evidenced by this ~~commercial mortgage pass-through certificate (this “Certificate”), which has been~~ Certificate in the Class PS-3 Certificates issued by the Trust Fund created pursuant to the Pooling and Servicing Agreement, dated as ~~specified above~~ of September 30, 2003 (the “"Pooling and Servicing Agreement”"), ~~between Banc of America ▇▇▇▇~~among J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP. (hereinafter cal▇▇▇ ▇▇▇ "▇▇~~▇ Commercial Mortgage Inc. (hereinafter called the “Depositor”~~positor", which term includes any successor entity under the Pooling and Servicing Agreement), the ~~Master~~ Trustee, the Servicer, the Special ~~Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar~~ Servicer and the ~~Authenticating~~ Paying Agent~~, a~~ . A summary of certain of the pertinent provisions of ~~which~~ the Pooling and Servicing Agreement is set forth hereafter~~. The Trust consists primarily of the Mortgage Loans, such amounts as shall from time to time be held in the Collection Account and Distribution Account, the Insurance Policies and any REO Properties~~. To the extent not defined herein, the capitalized terms used herein shall have the ~~respective~~ meanings assigned thereto in the Pooling and Servicing Agreement. This Certificate is one of a duly authorized issue of Certificates designated as Certificates of the ▇▇series specified on the face hereof (herein called the "Certificates") and representing an interest in the Class of Certificates specified on the face hereof equal to the quotient expressed as a percentage obtained by dividing the Denomination of this Certificate specified on the face hereof, by the aggregate initial Certificate Balance of the Class PS-3 Certificates. The Certificates are designated as the J.P. MORGAN CHASE COMMERCIAL MORTGAGE SECURITIES CORP., Commercial Mort▇▇▇▇ ▇▇▇▇-▇~~▇▇ Bank of America ▇▇~~h▇▇▇▇▇ ~~▇▇▇▇▇ Trust 2013-C8, Commercial Mortgage Pass-Through~~ Certificates, Series ~~2013~~2003-~~C8 (herein called the “Certificates”). The Certificates~~ LN1 and are issued in the ~~Classes specified~~ classes as specifically set forth in the Pooling and Servicing ~~Agreement and~~ Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership of the Trust. This Certificate represents an interest in the Class A-3 Certificates equal to the quotient expressed as a percentage obtained by dividing the initial Certificate Balance of this Certificate specified on the face hereof by the initial Aggregate Certificate Balance of the Class A-3 CertificatesTrust Fund. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the ~~parties thereto~~Trustee. This Certificate is issued under and is subject to the terms, provisions and conditions of the Pooling and Servicing Agreement, to which Pooling and Servicing Agreement, as amended from time to time, the ~~Holder of this Certificate~~ Certificateholder by virtue of the acceptance hereof assents and by which ~~such Holder~~ the Certificateholder is bound. In the case of any conflict between terms specified in this Certificate and terms specified in the Pooling and Servicing Agreement, the terms of the Pooling and Servicing Agreement shall govern. ~~Distributions~~ This Certificate is a "regular interest" in a "real estate mortgage investment conduit," as those terms are defined, respectively, in Sections 860G(a)(1) and 860D of ~~principal~~ the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance hereof, agrees to treat, and ~~interest on~~ take no action inconsistent with the treatment of, this Certificate ~~will be made out~~ in accordance with the preceding sentence for purposes of ~~the Available Distribution Amount~~federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income. Pursuant to the ~~extent and subject to the limitations set forth in~~ terms of the Pooling and Servicing Agreement, on the ~~4th Business Day after the related Determination Date (a “Distribution Date”) commencing on the First Distribution Date specified above,~~ Paying Agent shall distribute to the Person in whose name this Certificate is registered as of the related Record Date, an amount equal to such Person's pro rata share (based on the ~~applicable Record Date. The Determination Date is~~ Percentage Interest represented by this Certificate) of that portion of the ~~11th day~~ aggregate amount of ~~each month, or~~principal and interest then distributable, if any, allocable to the ~~11th day is not a Business Day~~Class of Certificates of the same Class as this Certificate for such Distribution Date, all as more fully described in the ~~next succeeding Business Day (a “Determination Date”), commencing on March 11, 2013~~Pooling and Servicing Agreement. All sums distributable on this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the ~~related~~ Class PS-3 Pass-Through Rate specified above on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount due to this Certificate’s 's pro rata share of the ~~amount~~ One Post Office Square B Note Available Distribution Amount to be distributed on the Certificates of this Class ~~A-3 Certificates~~ as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. The One Post Office Square B Note Collateral Support ~~Deficits~~ Deficit and Certificate Deferred Interest on the One Post Office Square B Note shall be allocated on the applicable Distribution Date to ~~the respective Classes of Principal Balance Certificates~~ Certificateholders in the manner set forth in the Pooling and Servicing Agreement. All One Post Office Square B Note Collateral Support ~~Deficits~~ Deficit or Certificate Deferred Interest on the One Post Office Square B Note allocated to any Class of ~~Principal Balance~~ Certificates will be allocated pro rata among the outstanding Certificates of such Class. The Certificates are limited in right of payment to to, among other things, certain collections and recoveries respecting the ~~Mortgage Loans~~One Post Office Square B Note, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, the Certificate Account and the Distribution Accounts will be held on behalf of the Trustee on behalf of the Holders of Certificates specified in the Pooling and Servicing Agreement and the Servicer (with respect to the Certificate Account) or the Paying Agent (with respect to the Distribution Accounts) will be authorized to make withdrawals therefrom. Amounts on deposit in such accounts may be invested in Permitted Investments. Interest or other income earned on funds in the Certificate Account will be paid to the Servicer as set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the ~~Collection~~ Certificate Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and the One Post Office Square B Note and administration of the ~~Trust~~Trust Fund. All distributions under the Pooling and Servicing Agreement to a ~~nominee~~ Class of ~~The Depository Trust Company (“DTC”) will~~ Certificates shall be made ~~by or~~ on ~~behalf~~ each Distribution Date (other than the final distribution on any Certificate) to Certificateholders of record on the ~~Certificate Administrator~~ related Record Date by check mailed to ~~such ▇▇▇▇▇▇’s~~ the address ~~as it appears on~~ set forth therefor in the Certificate Register ~~of the Certificate Registrar~~ or, ~~upon written request to~~ provided that such Certificateholder has provided the ~~Certificate Administrator on or prior to the related Record Date (or upon standing~~ Paying Agent with wire instructions ~~given to the Certificate Administrator on the Closing Date prior to any Record Date, which instructions may be revoked~~ in writing at ~~any time thereafter upon written notice to the Certificate Administrator~~ least five ~~(5) days~~ Business Days prior to the related Record Date~~) made by a Certificateholder~~ , by wire transfer in of immediately available funds to an the account of such Certificateholder at a bank or other entity having appropriate facilities therefor. The final distribution on this Certificate shall be made in like manner, but only upon presentment and surrender of this Certificate at the offices of the Certificate Registrar or such other location specified in the request of such Certificateholder. Notwithstanding the above, the final distribution on any Certificate will be made only upon presentation and surrender of such Certificate at the location that will be specified in a notice ~~of the pendency~~ to Certificateholders of such final distribution. ~~The Pooling and Servicing Agreement permits, with certain exceptions therein provided,~~ Any funds not distributed on the ~~amendment thereof and the modification~~ final Distribution Date because of the ~~rights~~ failure of Certificateholders to tender their Certificates shall be set aside and ~~obligations~~ held uninvested in trust for the benefit of the ~~Certificateholders under~~ non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any Certificates as to which notice has been given pursuant to Section 4.01(h) of the Pooling and Servicing Agreement ~~at any~~ shall not have been surrendered for cancellation within six months after the time ~~by the parties thereto with the consent of the Holders of not less than 51% of the aggregate Voting Rights of the Certificates then outstanding, as~~ specified in such notice, the Paying Agent shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation to receive the final distribution with respect thereto. If within one year after the second notice not all of such Certificates shall have been surrendered for cancellation, the Paying Agent may, directly or through an agent, take appropriate steps to contact the remaining non-tendering Certificateholders concerning surrender of their Certificates. The costs and expenses of holding such funds in trust and of contacting such Certificateholders shall be paid out of such funds. No interest shall accrue or be payable to any Certificateholder on any amount held in trust as a result of such Certificateholder's failure to surrender its Certificate(s) for final payment thereof in accordance with Section 4.01(h) of the Pooling and Servicing Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon the Certificate. The Pooling and Servicing Agreement also permits the amendment thereof, in certain circumstances, without the consent of the Holders of any of the Certificates. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, the transfer of this Certificate is ~~registrable~~ registerable in the Certificate Register only upon surrender of this Certificate for registration of transfer at the ~~Corporate Trust Office~~ office of the Certificate ~~Registrar~~Registrar or at the office of its transfer agent, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory to the Certificate Registrar duly executed by the Holder hereof or such Holder~~’s attorney~~ 's attorney-in-fact duly authorized in writing, and thereupon one or more new Certificates of the same Class in authorized ~~denominations~~ Denominations will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreement, the Non-Registered Certificates ~~are issuable~~ (other than the Residual Certificates) will be issued in ~~fully registered~~ book-entry form ~~only~~through the facilities of DTC in Denominations of $250,000 initial Certificate Balance, ~~without coupons~~and in integral multiples of $1 in excess thereof, with one Certificate of each such Class evidencing an additional amount equal to the remainder of the initial Certificate Balance of such Class. No fee or service charge shall be imposed by the Certificate Registrar for its services in ~~minimum denominations specified~~ respect of any registration of transfer or exchange referred to in Section 5.02 of the Pooling and Servicing Agreement other than for transfers to Institutional Accredited Investors as provided in Section 5.02(g) thereof. In connection with any transfer to an Institutional Accredited Investor, the Transferor shall reimburse the Trust for any costs (including the cost of the Certificate Registrar's counsel's review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided in Section 5.02 of the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations as requested ) incurred by the ~~Holder surrendering the same~~Certificate Registrar in connection with such transfer. ~~No service charge will be made for any such registration of transfer or exchange but the~~ The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any ~~tax~~ tax, expense or other governmental charge ~~that may be imposed~~ payable in connection with any such transfer or exchange of Certificates. Notwithstanding the foregoing, for so long as this Certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book entry facilities of DTCexchange. The Depositor, the ~~Master~~ Trustee, the Servicer, the Special Servicer, the ~~Trust Advisor, the Trustee, the Custodian,~~ Paying Agent and the Certificate ~~Administrator, the Certificate Registrar, the Authenticating Agent~~ Registrar and any of their agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and ~~none of~~ neither the Depositor, the ~~Master~~ Trustee, the Servicer, the Special Servicer, the ~~Trust Advisor, the Trustee, the Custodian~~Paying Agent, the Certificate ~~Administrator, the Certificate Registrar, the Authenticating Agent or~~ Registrar nor any such agents shall be affected by any notice to the contrary. The obligations and responsibilities of the Trustee and the Certificate Administrator created hereby (other than the obligation of the Certificate Administrator, to make payments to the Class R Certificateholders, as set forth in Section 11.3 of the Pooling and Servicing Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Paying Agent and the Trustee, without the consent of any of the Certificateholders, to cure any ambiguity, to correct or supplement any provisions therein that may be inconsistent with any other provisions therein or the Prospectus or the Prospectus Supplement or to correct any error; to maintain the rating or ratings assigned to each Class of Certificates by each Rating Agency; to modify, eliminate or add to any provisions to such extent as is necessary to maintain the qualification of any of the Upper-Tier REMIC, the Lower-Tier REMIC or the Loan REMIC as a REMIC, or the Grantor Trust as a grantor trust at all times any Certificate is outstanding or to avoid or minimize the imposition of any tax, provided, however, an Opinion of Counsel is obtained to the effect that such action shall not adversely affect in any material respect the interest of any Certificateholder and such action is necessary or desirable to avoid such tax; to change the timing and/or nature of deposits into the Certificate Account or Distribution Accounts or REO Account or to change the name in which the Certificate Account is maintained, provided, however, that the P&I Advance Date shall not be later than the ~~obligations~~ related Distribution Date, an Opinion of Counsel is obtained to the effect that such action shall not adversely affect in any material respect the interest of any Certificateholder and that such action will not result in the ~~nature of information~~ withdrawal, downgrade or ~~tax reporting) shall terminate on the earliest of (i) the later of (A) the final payment or other liquidation~~ qualification of the ~~last Mortgage Loan remaining in the Trust (and final distribution~~ then-current rating by any Rating Agency, as evidenced by a letter from such Rating Agency to such effect; to modify, eliminate or add to the ~~Certificateholders) and (B) the disposition~~ provisions of ~~all REO Property (and final distribution to the Certificateholders), (ii) the sale of the property held by the Trust in accordance with~~ Section ~~11.1(b) of the Pooling and Servicing Agreement, (iii) the termination of the Trust pursuant to Section 11.1(c~~5.02(d) of the Pooling and Servicing Agreement or ~~(iv) voluntary exchange~~ any other provision thereof restricting transfer of the Residual Certificates by virtue of their being the ~~Sole Certificateholder~~ REMIC "residual interests," and such change shall not, as evidenced by an Opinion of ~~all~~ Counsel, cause any of the ~~outstanding Certificates~~ Upper-Tier REMIC, the Lower-Tier REMIC, the Loan REMIC or any of the Certificateholders (other than the ~~Class R Certificates~~Transferor) ~~for~~ to be subject to a federal tax caused by a Transfer to a Person that is a Disqualified Organization or a Non-U.S. Person; and to make any other provisions with respect to matters or questions arising under the ~~remaining Mortgage Loans~~ Pooling and ~~REO Properties in~~ Servicing Agreement which shall not be materially inconsistent with the ~~Trust Fund pursuant to the terms of Section 11.1(d)~~ provisions of the Pooling and Servicing Agreement, provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interest of any Certificateholder not consenting thereto; provided further, that in no event ~~shall~~ may any amendment change in any manner the ~~Trust continue beyond~~ obligations of any Mortgage Loan Seller without the ~~expiration of 21 years from the death~~ consent of the ~~last survivor~~ applicable Mortgage Loan Seller. The Pooling and Servicing Agreement may also be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Paying Agent and the Trustee with the consent of the ~~descendants~~ Holders of ~~▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the late Ambassador~~ Certificates representing not less than 66 2/3% of the ~~United States~~ aggregate Percentage Interests of each Class of Certificates affected by the amendment for the purpose of adding any provisions to or changing in any manner or eliminating any of the ~~Court~~ provisions of ~~St. ▇▇▇▇▇, living on the date hereof. The parties designated in~~ the Pooling and Servicing Agreement ~~may exercise their option to purchase~~ or of modifying in any manner the ~~Mortgage Loans and any other property remaining in the Trust and cause the termination~~ rights of the Trust in accordance with the requirements set forth in the Pooling and Servicing Agreement. Upon termination of the Trust and payment of the Certificates and of all administrative expenses associated with the TrustCertificateholders; provided, ~~any remaining assets of the Trust shall be distributed to the holders of the Class R Certificates. The Certificate Registrar has executed this Certificate under the Pooling and Servicing Agreement.~~however, that no such amendment shall:

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Jp Morgan Chase Com Mort Sec Corp Ps THR Certs Ser 2003-Ln1)

Certificate. ~~evidencing a~~ Evidencing the 100% beneficial ~~ownership~~ interest in ~~a New York common law trust~~ all of the assets of the Issuer (~~the “Trust”~~as defined below), ~~consisting~~ which consist primarily of ~~a pool of commercial~~ motor vehicle receivables, including motor vehicle retail installment sales contracts and/or installment loans that are secured by new and ~~multifamily mortgage loans (the~~ used automobiles, light-duty trucks and motorcycles. THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR ANY OTHER APPLICABLE SECURITIES OR “~~Mortgage Loans”) and certain other property~~BLUE SKY” LAWS OF ANY STATE OR OTHER JURISDICTION, ~~formed and sold by~~ AND MAY NOT BE RESOLD, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR ANY OTHER APPLICABLE SECURITIES OR “BLUE SKY” LAWS, PURSUANT TO AN EXEMPTION THEREFROM OR IN A TRANSACTION NOT SUBJECT THERETO. THIS CERTIFIES THAT ~~CEDE & CO.~~ [ ] is the registered owner of ~~this commercial mortgage pass~~a 100% nonassessable, fully-~~through certificate (this “Certificate”)~~paid, ~~which has been issued pursuant to~~ beneficial interest in the ~~Pooling and Servicing Agreement~~Trust Estate of CAPITAL ONE PRIME AUTO RECEIVABLES TRUST 2004-1, ~~dated as specified above~~ a Delaware statutory trust (the “~~Pooling~~ Issuer”) formed by Capital One Auto Receivables, LLC, a Delaware limited liability company, as depositor (the “Seller”). The Issuer was created pursuant to a Trust Agreement dated as of January 8, 2004 (as amended and ~~Servicing~~ restated as of January 29, 2004, the “Trust Agreement”), between ~~Banc of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Commercial Mortgage Inc.~~ the Seller and Wilmington Trust Company, as owner trustee (~~hereinafter called~~ the “~~Depositor~~Owner Trustee”~~, which term includes any successor entity under the Pooling and Servicing Agreement~~)~~, the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar and the Authenticating Agent~~, a summary of certain of the pertinent provisions of which is set forth hereafter. The Trust consists primarily of the Mortgage Loans, such amounts as shall from time to time be held in the Collection Account and Distribution Account, the Insurance Policies and any REO Propertiesbelow. To the extent not otherwise defined herein, the capitalized terms used herein have the ~~respective~~ meanings assigned to them in the ~~Pooling~~ Sale and Servicing Agreement~~. This Certificate is one~~ , dated as of ~~a duly authorized issue of Certificates designated~~ January 29, 2004, among the Seller, the Issuer, JPMorgan Chase Bank, as indenture trustee, and Capital One Auto Finance, Inc., as servicer, as the ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Bank of America ▇▇▇▇▇▇▇ ▇▇▇▇▇ Trust 2013-C8, Commercial Mortgage Pass-Through Certificates, Series 2013-C8 (herein called the “Certificates”). The Certificates are issued in the Classes specified in the Pooling and Servicing Agreement and will evidence in the aggregate 100% of the beneficial ownership of the Trust. This Certificate represents an interest in the Class A-3 Certificates equal same may be amended or supplemented from time to the quotient expressed as a percentage obtained by dividing the initial Certificate Balance of this Certificate specified on the face hereof by the initial Aggregate Certificate Balance of the Class A-3 Certificates. This Certificate does not purport to summarize the Pooling and Servicing Agreement and reference is made to that agreement for information with respect to the interests, rights, benefits, obligations, proceeds, and duties evidenced hereby and the rights, duties and obligations of the parties theretotime. This Certificate is issued under and is subject to the terms, provisions and conditions of the ~~Pooling and Servicing~~ Trust Agreement, to which ~~Pooling and Servicing Agreement, as amended from time to time,~~ Trust Agreement the ~~Holder~~ holder of this Certificate by virtue of the acceptance hereof assents and by which such ~~Holder~~ holder is bound. ~~In the case of any conflict between terms specified in this Certificate~~ The provisions and ~~terms specified in the Pooling and Servicing Agreement, the terms~~ conditions of the ~~Pooling and Servicing~~ Trust Agreement ~~shall govern. Distributions of principal of and interest on this Certificate will be made out of the Available Distribution Amount, to the extent and subject to the limitations~~ are hereby incorporated by reference as though set forth in the Pooling and Servicing Agreement, on the 4th Business Day after the related Determination Date (a “Distribution Date”) commencing on the First Distribution Date specified above, to the Person in whose name their entirety herein. The holder of this Certificate ~~is registered on the applicable Record Date. The Determination Date is the 11th day~~ acknowledges and agrees that its rights to receive distributions in respect of ~~each month, or, if the 11th day is not a Business Day, the next succeeding Business Day (a “Determination Date”), commencing on March 11, 2013. All sums distributable on~~ this Certificate are ~~payable~~ subordinated to the rights of the Noteholders and the Swap Counterparty as described in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. Interest on this Certificate will accrue (computed as if each year consisted of 360 days and each month consisted of 30 days) during the Interest Accrual Period relating to such Distribution Date at the related Pass-Through Rate on the Certificate Balance of this Certificate immediately prior to each Distribution Date. Principal and interest allocated to this Certificate on any Distribution Date will be in an amount due to this Certificate’s pro rata share of the amount to be distributed on the Class A-3 Certificates as of such Distribution Date, with a final distribution to be made upon retirement of this Certificate as set forth in the Pooling and Servicing Agreement. Unless the certificate of authentication hereon has been executed by the Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose. Collateral Support Deficits shall be allocated on the applicable Distribution Date to the respective Classes of Principal Balance Certificates in the manner set forth in the Pooling and Servicing Agreement. All Collateral Support Deficits allocated to any Class of Principal Balance Certificates will be allocated pro rata among the outstanding Certificates of such Class. The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement, withdrawals from the Collection Account shall be made from time to time for purposes other than distributions to Certificateholders, such purposes including reimbursement of certain expenses incurred with respect to the servicing of the Mortgage Loans and administration of the Trust. All distributions under the Pooling and Servicing Agreement to a nominee of The Depository Trust Company (“DTC”) will be made by or on behalf of the Certificate Administrator by check mailed to such ▇▇▇▇▇▇’s address as it appears on the Certificate Register of the Certificate Registrar or, upon written request to the Certificate Administrator on or prior to the related Record Date (or upon standing instructions given to the Certificate Administrator on the Closing Date prior to any Record Date, which instructions may be revoked at any time thereafter upon written notice to the Certificate Administrator five (5) days prior to the related Record Date) made by a Certificateholder by wire transfer in immediately available funds to an account specified in the request of such Certificateholder. Notwithstanding the aboveIndenture, the final distribution on any Certificate will be made only upon presentation and surrender of such Certificate at the location that will be specified in a notice of the pendency of such final distribution. The Pooling and Servicing Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of the Certificateholders under the Pooling and Servicing Agreement at any time by the parties thereto with the consent of the Holders of not less than 51% of the aggregate Voting Rights of the Certificates then outstanding, as specified in the Pooling and Servicing Agreement. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange herefor or in lieu hereof whether or not notation of such consent is made upon the Certificate. The Pooling and Servicing Agreement also permits the amendment thereof, in certain circumstances, without the consent of the Holders of any of the Certificates. As provided in the Pooling Sale and Servicing Agreement and the Trust Agreement, as applicable. By accepting this Certificate, the Certificateholder hereby covenants and agrees that prior to the date which is one year and one day after payment in full of all obligations of each Bankruptcy Remote Party in respect of all securities issued by the Bankruptcy Remote Parties (i) such Person shall not authorize such Bankruptcy Remote Party to commence a voluntary winding-up or other voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to such Bankruptcy Remote Party or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect in any jurisdiction or seeking the appointment of an administrator, a trustee, receiver, liquidator, custodian or other similar official with respect to such Bankruptcy Remote Party or any substantial part of its property or to consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against such Bankruptcy Remote Party, or to make a general assignment for the benefit of any party hereto or any other creditor of such Bankruptcy Remote Party, and (ii) such Person shall not commence or join with any other Person in commencing any proceeding against such Bankruptcy Remote Party under any bankruptcy, reorganization, liquidation or insolvency law or statute now or hereafter in effect in any jurisdiction. This Certificate may not be acquired by or for the account of or with the assets of (a) an employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to ~~certain limitations therein set forth~~the provisions of Title I of ERISA, (b) a plan described in Section 4975(e)(1) of the Code or (c) any entity (including, without limitation, any insurance company general account) whose underlying assets include plan assets by reason of an employee benefit plan’s or other plan’s investment in the entity (each, a “Benefit Plan”). By accepting and holding this Certificate, the ~~transfer~~ holder hereof shall be deemed to have represented and warranted that it is not a Benefit Plan and is not purchasing on behalf of ~~this Certificate~~ a Benefit Plan. It is ~~registrable in~~ the ~~Certificate Register upon surrender of this Certificate for registration of transfer at the Corporate Trust Office~~ intention of the ~~Certificate Registrar, duly endorsed by, or accompanied by an assignment in the form below or other written instrument of transfer in form satisfactory~~ parties to the ~~Certificate Registrar duly executed by the Holder hereof or such Holder’s attorney duly authorized in writing~~Trust Agreement that, solely for income and thereupon one or more new Certificates of the same Class in authorized denominations will be issued to the designated transferee or transferees. Subject to the terms of the Pooling and Servicing Agreementfranchise tax purposes, the Certificates are issuable in fully registered form only, without coupons, in minimum denominations specified in the Pooling and Servicing Agreement. As provided in the Pooling and Servicing Agreement and subject to certain limitations therein set forth, Certificates are exchangeable for new Certificates of the same Class in authorized denominations as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange but the Certificate Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or exchange of Certificates. Notwithstanding the foregoing, for (i) so long as ~~this Certificate~~ there is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC, transfers of interests in this Certificate shall be made through the book entry facilities of DTC. The Depositora single Certificateholder, the ~~Master Servicer~~Issuer will be disregarded as an entity separate from such Certificateholder, and if there is more than one Certificateholder, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating Agent and any of their agents may treat the Person in whose name this Certificate is registered Issuer will be treated as the owner hereof for all purposes, and none of the Depositor, the Master Servicer, the Special Servicer, the Trust Advisor, the Trustee, the Custodian, the Certificate Administrator, the Certificate Registrar, the Authenticating Agent or any such agents shall be affected by notice to the contrary. The obligations and responsibilities of the Trustee and the Certificate Administrator created hereby (other than the obligation of the Certificate Administrator, to make payments to the Class R Certificateholders, as set forth in Section 11.3 of the Pooling and Servicing Agreement and other than the obligations in the nature of information or tax reporting) shall terminate on the earliest of (i) the later of (A) the final payment or other liquidation of the last Mortgage Loan remaining in the Trust (and final distribution to the Certificateholders) and (B) the disposition of all REO Property (and final distribution to the Certificateholders), a partnership; (ii) the ~~sale of the property held by the Trust in accordance with Section 11.1(b) of the Pooling~~ Seller will be disregarded as an entity separate from COAF; and ~~Servicing Agreement,~~ (iii) the ~~termination~~ Notes will be characterized as debt. By accepting this Certificate, the Certificateholder agrees to take no action inconsistent with the foregoing intended tax treatment. By accepting this Certificate, the Certificateholder acknowledges that this Certificate represents a beneficial interest in the Issuer only and does not represent interests in or obligations of the Seller, the Servicer, the Administrator, the Owner Trustee, the Indenture Trustee or any of their respective Affiliates and no recourse may be had against such parties or their assets, except as expressly set forth or contemplated in this Certificate, the Trust ~~pursuant to Section 11.1(c) of the Pooling and Servicing~~ Agreement or (iv) voluntary exchange by the Sole Certificateholder of all the outstanding Certificates (other than the Class R Certificates) for the remaining Mortgage Loans and REO Properties in the Trust Fund pursuant to the terms of Section 11.1(d) of the Pooling and Servicing Agreement; provided that in no event shall the Trust continue beyond the expiration of 21 years from the death of the last survivor of the descendants of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, the late Ambassador of the United States to the Court of St. ▇▇▇▇▇, living on the date hereof. The parties designated in the Pooling and Servicing Agreement may exercise their option to purchase the Mortgage Loans and any other property remaining in the Trust and cause the termination of the Trust in accordance with the requirements set forth in the Pooling and Servicing Agreement. Upon termination of the Trust and payment of the Certificates and of all administrative expenses associated with the Trust, any remaining assets of the Trust shall be distributed to the holders of the Class R Certificates. The Certificate Registrar has executed this Certificate under the Pooling and Servicing AgreementTransaction Document.

Appears in 1 contract

Sources: Trust Agreement (Capital One Prime Auto Receivables Trust 2004-1)

Common use of Certificate Clause in Contracts