No Recourse; No Petition. No recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer, on the Certificates or under this Agreement or any certificate or other writing delivered in connection herewith or therewith, against: (i) the Certificate Paying Agent in its individual capacity; (ii) the Certificate Registrar in its individual capacity; (iii) the Trustor in its individual capacity; (iv) the Delaware Trustee in its individual capacity; (v) the owner of a beneficial interest in the Issuer; or (vi) any partner, owner, beneficiary, agent, officer, director, employee or agent of the Issuer, the Certificate Paying Agent, the Certificate Registrar, the Trustor or the Delaware Trustee in its individual capacity, any holder of a beneficial interest or ownership interest in the Issuer, the Certificate Paying Agent, the Certificate Registrar, the Trustor or the Delaware Trustee or of any successor or assign of any holder of a beneficial interest or ownership interest in the Issuer, the Certificate Paying Agent, the Certificate Registrar, the Trustor or the Delaware Trustee in its individual capacity, except as any such person may have expressly agreed in writing (it being understood that none of the Certificate Paying Agent, the Certificate Registrar or the Delaware Trustee has any such obligation in their individual capacity) and except that any such partner, owner or beneficiary will be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity. None of the Delaware Trustee, the Certificate Paying Agent, the Certificate Registrar, the Trustor or any Certificateholder will commence any action, suit or proceeding under the Bankruptcy Code against the Issuer until the date that is one year and two days after the first date that all the Notes will have been paid in full; provided however, nothing in this paragraph will preclude or be deemed to prohibit the Delaware Trustee, the Certificate Paying Agent, the Certificate Registrar, the Trustor or the Certificateholder (i) from taking any action prior to the expiration of the aforementioned period in (A) any case or proceeding voluntarily filed or commenced by the Issuer or (B) any involuntary insolvency proceeding filed or commenced by a Person other than the Delaware Trustee, the Certificate Paying Agent, the Certificate Registrar, the Trustor or any Certificateholder, as applicable, or (ii) from commencing against the Issuer or any of its property any legal action which is not a bankruptcy reorganization, arrangement, insolvency, moratorium or liquidation proceeding.
Appears in 15 contracts
Samples: Trust Agreement, Trust Agreement, Trust Agreement
No Recourse; No Petition. No recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer, on the Certificates or under this Agreement or any certificate or other writing delivered in connection herewith or therewith, against:
(i) the Certificate Paying Agent in its individual capacity;
(ii) the Certificate Registrar in its individual capacity;
(iii) the Trustor in its individual capacity;
(iv) the Delaware Trustee in its individual capacity;
(v) the owner of a beneficial interest in the Issuer; or
(vi) any partner, owner, beneficiary, agent, officer, director, employee or agent of the Issuer, the Certificate Paying Agent, the Certificate Registrar, the Trustor or the Delaware Trustee in its individual capacity, any holder of a beneficial interest or ownership interest in the Issuer, the Certificate Paying Agent, the Certificate Registrar, the Trustor or the Delaware Trustee or of any successor or assign of any holder of a beneficial interest or ownership interest in the Issuer, the Certificate Paying Agent, the Certificate Registrar, the Trustor or the Delaware Trustee in its individual capacity, except as any such person may have expressly agreed in writing (it being understood that none of the Certificate Paying Agent, the Certificate Registrar or the Delaware Trustee has any such obligation in their individual capacity) and except that any such partner, owner or beneficiary will be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity. None of the Delaware Trustee, the Certificate Paying Agent, the Certificate Registrar, the Trustor or any Certificateholder will commence any action, suit or proceeding under the Bankruptcy Code against in respect of the Issuer until the date that is one year and two days after the first date that all the Notes will have been paid in full; provided provided, however, that nothing in this paragraph or in Section 4.02(b) will preclude or be deemed to prohibit the Delaware Trustee, the Certificate Paying Agent, the Certificate Registrar, the Trustor or the Certificateholder (i) from taking any action prior to the expiration of the aforementioned period in (A) any case or proceeding voluntarily filed or commenced by the Issuer or (B) any involuntary insolvency proceeding filed or commenced by a Person other than the Delaware Trustee, the Certificate Paying Agent, the Certificate Registrar, the Trustor or any Certificateholder, as applicable, or (ii) from commencing against the Issuer or any of its property any legal action which is not a bankruptcy reorganization, arrangement, insolvency, moratorium or liquidation proceeding.
Appears in 3 contracts
Samples: Trust Agreement, Trust Agreement, Trust Agreement
No Recourse; No Petition. No recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer, on the Certificates or under this Agreement or any certificate or other writing delivered in connection herewith or therewith, against:
(i) the Certificate Paying Agent in its individual capacity;
(ii) the Certificate Registrar in its individual capacity;
(iii) the Trustor in its individual capacity;
(iv) the Delaware Trustee in its individual capacity;
(v) the owner of a beneficial interest in the Issuer; or
(vi) any partner, owner, beneficiary, agent, officer, director, employee or agent of the Issuer, the Certificate Paying Agent, the Certificate Registrar, the Trustor or the Delaware Trustee in its individual capacity, any holder of a beneficial interest or ownership interest in the Issuer, the Certificate Paying Agent, the Certificate Registrar, the Trustor or the Delaware Trustee or of any successor or assign of any holder of a beneficial interest or ownership interest in the Issuer, the Certificate Paying Agent, the Certificate Registrar, the Trustor or the Delaware Trustee in its individual capacity, except as any such person may have expressly agreed in writing (it being understood that none of the Certificate Paying Agent, the Certificate Registrar or the Delaware Trustee has any such obligation in their individual capacity) and except that any such partner, owner or beneficiary will be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity. None of the Delaware TrusteeTrustee (in its individual capacity), the Certificate Paying Agent, the Certificate Registrar, the Trustor or any Certificateholder will commence any action, suit or proceeding under the Bankruptcy Code against in respect of the Issuer until the date that is one year and two days after the first date that all the Notes will have been paid in full; provided provided, however, that nothing in this paragraph or in Section 4.02(b) will preclude or be deemed to prohibit the Delaware Trustee, the Certificate Paying Agent, the Certificate Registrar, the Trustor or the Certificateholder Certificateholder
(i) from taking any action prior to the expiration of the aforementioned period in (A) any case or proceeding voluntarily filed or commenced by the Issuer or (B) any involuntary insolvency proceeding filed or commenced by a Person other than the Delaware Trustee, the Certificate Paying Agent, the Certificate Registrar, the Trustor or any Certificateholder, as applicable, or (ii) from commencing against the Issuer or any of its property any legal action which is not a bankruptcy reorganization, arrangement, insolvency, moratorium or liquidation proceeding.
Appears in 2 contracts
Samples: Trust Agreement, Trust Agreement
No Recourse; No Petition. No recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer, on the Certificates or under this Agreement or any certificate or other writing delivered in connection herewith or therewith, against:
(i) the Certificate Paying Agent in its individual capacity;
(ii) the Certificate Registrar in its individual capacity;
(iii) the Trustor in its individual capacity;
(iv) the Delaware Trustee in its individual capacity;
(v) the owner of a beneficial interest in the Issuer; or
(vi) any partner, owner, beneficiary, agent, officer, director, employee or agent of the Issuer, the Certificate Paying Agent, the Certificate Registrar, the Trustor or the Delaware Trustee in its individual capacity, any holder of a beneficial interest or ownership interest in the Issuer, the Certificate Paying Agent, the Certificate Registrar, the Trustor or the Delaware Trustee or of any successor or assign of any holder of a beneficial interest or ownership interest in the Issuer, the Certificate Paying Agent, the Certificate Registrar, the Trustor or the Delaware Trustee in its individual capacity, except as any such person may have expressly agreed in writing (it being understood that none of the Certificate Paying Agent, the Certificate Registrar or the Delaware Trustee has any such obligation in their individual capacity) and except that any such partner, owner or beneficiary will be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity. None of the Delaware Trustee, the Certificate Paying Agent, the Certificate Registrar, the Trustor or any Certificateholder will commence any action, suit or proceeding under the Bankruptcy Code against the Issuer until the date that is one year and two days after the first date that all the Notes will have been paid in full; provided however, nothing in this paragraph will preclude or be deemed to prohibit the Delaware Trustee, the Certificate Paying Agent, the Certificate Registrar, the Trustor or the Certificateholder (i) from taking any action prior to the expiration of the aforementioned period in (A) any case or proceeding voluntarily filed or commenced by the Issuer or (B) any involuntary insolvency proceeding filed or commenced by a Person other than the Delaware Trustee, the Certificate Paying Agent, the Certificate Registrar, the Trustor or any Certificateholder, as applicable, or (ii) from commencing against the Issuer or any of its property any legal action which is not a bankruptcy reorganization, arrangement, insolvency, moratorium or liquidation proceeding. THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS CERTIFICATE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION, UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION. THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES TO NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS CERTIFICATE; PROVIDED THAT THE MERGER OR CONSOLIDATION OF THE CERTIFICATEHOLDER WITH OR INTO ANY OTHER ENTITY, OR THE SALE, CONVEYANCE OR OTHER TRANSFER OF ALL OR SUBSTANTIALLY ALL OF ITS ASSETS TO ANY OTHER ENTITY WILL NOT CONSTITUTE AN OFFER, SALE, PLEDGE OR OTHER TRANSFER OF THIS CERTIFICATE. THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF OR AN INTEREST IN, AND IS NOT GUARANTEED BY, THE SPONSOR, THE OWNER TRUSTEE, THE INDENTURE TRUSTEE OR ANY AFFILIATE OF ANY OF THEM AND IS NOT INSURED OR GUARANTEED BY AN GOVERNMENTAL AGENCY OR PRIVATE INSURER. THE HOLDER OF THIS CERTIFICATE WILL BE ENTITLED ONLY TO CERTAIN LIMITED DISTRIBUTIONS AS PROVIDED IN THE TRUST AGREEMENT REFERRED TO HEREIN. Certificate Number: [_]-[_] Connecticut Avenue Securities Trust 2018-R07 Percentage Interest: 100% Delaware Trustee: U.S. Bank Trust National Association This Certificate evidences a beneficial ownership interest in Connecticut Avenue Securities Trust 2018-R07, a Delaware statutory trust (the "Issuer"), the assets of which primarily consist of the Trust Estate (which term is defined in the Trust Agreement referred to below): This Certificate is payable solely from the assets of the Issuer and does not represent an obligation of or interest in the Trustor, the Indenture Trustee, the Delaware Trustee or any of their respective affiliates, and no recourse may be had against such parties or their assets, except as expressly set forth herein or in the Trust Agreement or the other Transaction Documents. This Certificate is not guaranteed or insured by any governmental agency or instrumentality. This certifies that the Federal National Mortgage Association is the Certificateholder of this Certificate specified above and issued by the Issuer. The Issuer was created pursuant to a Trust Agreement, as amended and restated by an Amended and Restated Trust Agreement, dated the date specified above (the "Trust Agreement") among U.S. Bank Trust National Association, as Delaware Trustee, and Xxxxxx Xxx, as Trustor, and Xxxxx Fargo Bank, N.A., as Certificate Registrar and Certificate Paying Agent, a summary of certain of the pertinent provisions of which is set forth below. To the extent not defined herein, the capitalized terms used herein have the meanings assigned thereto in the Trust Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Trust Agreement, to which Trust Agreement the Certificateholder of this Certificate by virtue of the acceptance hereof assents and by which such Certificateholder is bound. The Certificate will be issued and maintained in definitive, fully registered form having a Percentage Interest of 100%. Pursuant to the terms of the Trust Agreement, a distribution will be made on each Payment Date, commencing on the first Payment Date specified on the face hereof, to the Person in whose name this Certificate is registered at the close of business on the applicable Record Date. By its acceptance of this Certificate, the Certificateholder will be deemed to have represented and agreed that transfer thereof is restricted. Payments on this Certificate will not be made until all amounts payable by the Issuer with respect to the Notes under the Indenture, all amounts payable by the Issuer to Xxxxxx Xxx under the Collateral Administration Agreement (including any contingent amounts that may become due and payable after any date of determination) and all amounts payable by the Issuer under the other Transaction Documents have been paid in full or discharged. This Certificate is the duly authorized issue of the Issuer. The Certificate is limited in right of payment to certain distributions in respect of the Trust Estate, all as more specifically set forth herein and in the Trust Agreement. As provided in the Trust Agreement and the Indenture, withdrawals from the Distribution Account will be made from time to time for purposes other than payments to the Certificateholder. The Trust Agreement permits, with certain exceptions therein provided, the amendment of the Trust Agreement and the modification of the rights and obligations of the parties thereto and the rights of the Certificateholder under the Trust Agreement at any time by the parties to the Trust Agreement with the consent of the Certificateholder. Any such consent by the Certificateholder will be conclusive and binding on the Certificateholder. The Trust Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Certificateholder. The Certificateholder will be deemed to have agreed to be bound by the restrictions of the Trust Agreement, including but not limited to the restrictions that (i) no Ownership Interest in this Certificate may be transferred and (ii) any attempted or purported transfer of any Ownership Interest in this Certificate will be absolutely null and void and will vest no rights in the purported transferee. The Delaware Trustee, the Certificate Paying Agent, the Certificate Registrar and any agent of any of them may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Delaware Trustee, the Certificate Paying Agent the Certificate Registrar or any such agent will be affected by any notice to the contrary. This Certificate will be governed by and construed in accordance with the laws of the State of Delaware. The obligations created by the Trust Agreement in respect of the Certificate and the Issuer created thereby will terminate upon the payment of all amounts due and payable by the Issuer in accordance with the terms of the Indenture, the payment of all amounts payable by the Issuer under the Collateral Administration Agreement and the payment or discharge of all other amounts owed by the Issuer under the Transaction Documents, including the payment to the Certificateholder of all amounts held by or on behalf of the Issuer and required to be paid to them pursuant to the Trust Agreement following receipt of the final distribution to be made from the Trust Estate. Unless the certificate of authentication hereon has been executed by the Certificate Registrar, by manual signature, this Certificate will not be entitled to any benefit under the Trust Agreement or be valid for any purpose.
Appears in 1 contract
Samples: Trust Agreement
No Recourse; No Petition. No recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer, on the Certificates or under this Agreement or any certificate or other writing delivered in connection herewith or therewith, against:
(i) the Certificate Paying Agent in its individual capacity;
(ii) the Certificate Registrar in its individual capacity;
(iii) the Trustor in its individual capacity;
(iv) the Delaware Trustee in its individual capacity;
(v) the owner of a beneficial interest in the Issuer; or
(vi) any partner, owner, beneficiary, agent, officer, director, employee or agent of the Issuer, the Certificate Paying Agent, the Certificate Registrar, the Trustor or the Delaware Trustee in its individual capacity, any holder of a beneficial interest or ownership interest in the Issuer, the Certificate Paying Agent, the Certificate Registrar, the Trustor or the Delaware Trustee or of any successor or assign of any holder of a beneficial interest or ownership interest in the Issuer, the Certificate Paying Agent, the Certificate Registrar, the Trustor or the Delaware Trustee in its individual capacity, except as any such person may have expressly agreed in writing (it being understood that none of the Certificate Paying Agent, the Certificate Registrar or the Delaware Trustee has any such obligation in their individual capacity) and except that any such partner, owner or beneficiary will be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity. None of the Delaware Trustee, the Certificate Paying Agent, the Certificate Registrar, the Trustor or any Certificateholder will commence any action, suit or proceeding under the Bankruptcy Code against the Issuer until the date that is one year and two days after the first date that all the Notes will have been paid in full; provided however, nothing in this paragraph will preclude or be deemed to prohibit the Delaware Trustee, the Certificate Paying Agent, the Certificate Registrar, the Trustor or the Certificateholder (i) from taking any action prior to the expiration of the aforementioned period in (A) any case or proceeding voluntarily filed or commenced by the Issuer or (B) any involuntary insolvency proceeding filed or commenced by a Person other than the Delaware Trustee, the Certificate Paying Agent, the Certificate Registrar, the Trustor or any Certificateholder, as applicable, or (ii) from commencing against the Issuer or any of its property any legal action which is not a bankruptcy reorganization, arrangement, insolvency, moratorium or liquidation proceeding. [INTENTIONALLY LEFT BLANK] THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS CERTIFICATE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION, UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION. THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES TO NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS CERTIFICATE; PROVIDED THAT THE MERGER OR CONSOLIDATION OF THE CERTIFICATEHOLDER WITH OR INTO ANY OTHER ENTITY, OR THE SALE, CONVEYANCE OR OTHER TRANSFER OF ALL OR SUBSTANTIALLY ALL OF ITS ASSETS TO ANY OTHER ENTITY WILL NOT CONSTITUTE AN OFFER, SALE, PLEDGE OR OTHER TRANSFER OF THIS CERTIFICATE. THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF OR AN INTEREST IN, AND IS NOT GUARANTEED BY, THE SPONSOR, THE OWNER TRUSTEE, THE INDENTURE TRUSTEE OR ANY AFFILIATE OF ANY OF THEM AND IS NOT INSURED OR GUARANTEED BY AN GOVERNMENTAL AGENCY OR PRIVATE INSURER. THE HOLDER OF THIS CERTIFICATE WILL BE ENTITLED ONLY TO CERTAIN LIMITED DISTRIBUTIONS AS PROVIDED IN THE TRUST AGREEMENT REFERRED TO HEREIN. Certificate Number: [_]-[_] Connecticut Avenue Securities Trust 2019-R02 Percentage Interest: 100% Delaware Trustee: U.S. Bank Trust National Association This Certificate evidences a beneficial ownership interest in Connecticut Avenue Securities Trust 2019-R02, a Delaware statutory trust (the "Issuer"), the assets of which primarily consist of the Trust Estate (which term is defined in the Trust Agreement referred to below): This Certificate is payable solely from the assets of the Issuer and does not represent an obligation of or interest in the Trustor, the Indenture Trustee, the Delaware Trustee or any of their respective affiliates, and no recourse may be had against such parties or their assets, except as expressly set forth herein or in the Trust Agreement or the other Transaction Documents. This Certificate is not guaranteed or insured by any governmental agency or instrumentality. This certifies that the Federal National Mortgage Association is the Certificateholder of this Certificate specified above and issued by the Issuer. The Issuer was created pursuant to a Trust Agreement, as amended and restated by an Amended and Restated Trust Agreement, dated the date specified above (the "Trust Agreement") among U.S. Bank Trust National Association, as Delaware Trustee, and Xxxxxx Xxx, as Trustor, and Xxxxx Fargo Bank, N.A., as Certificate Registrar and Certificate Paying Agent, a summary of certain of the pertinent provisions of which is set forth below. To the extent not defined herein, the capitalized terms used herein have the meanings assigned thereto in the Trust Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Trust Agreement, to which Trust Agreement the Certificateholder of this Certificate by virtue of the acceptance hereof assents and by which such Certificateholder is bound. The Certificate will be issued and maintained in definitive, fully registered form having a Percentage Interest of 100%. Pursuant to the terms of the Trust Agreement, a distribution will be made on each Payment Date, commencing on the first Payment Date specified on the face hereof, to the Person in whose name this Certificate is registered at the close of business on the applicable Record Date. By its acceptance of this Certificate, the Certificateholder will be deemed to have represented and agreed that transfer thereof is restricted. Payments on this Certificate will not be made until all amounts payable by the Issuer with respect to the Notes under the Indenture, all amounts payable by the Issuer to Xxxxxx Xxx under the Collateral Administration Agreement (including any contingent amounts that may become due and payable after any date of determination) and all amounts payable by the Issuer under the other Transaction Documents have been paid in full or discharged. This Certificate is the duly authorized issue of the Issuer. The Certificate is limited in right of payment to certain distributions in respect of the Trust Estate, all as more specifically set forth herein and in the Trust Agreement. As provided in the Trust Agreement and the Indenture, withdrawals from the Distribution Account will be made from time to time for purposes other than payments to the Certificateholder. The Trust Agreement permits, with certain exceptions therein provided, the amendment of the Trust Agreement and the modification of the rights and obligations of the parties thereto and the rights of the Certificateholder under the Trust Agreement at any time by the parties to the Trust Agreement with the consent of the Certificateholder. Any such consent by the Certificateholder will be conclusive and binding on the Certificateholder. The Trust Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Certificateholder. The Certificateholder will be deemed to have agreed to be bound by the restrictions of the Trust Agreement, including but not limited to the restrictions that (i) no Ownership Interest in this Certificate may be transferred and (ii) any attempted or purported transfer of any Ownership Interest in this Certificate will be absolutely null and void and will vest no rights in the purported transferee. The Delaware Trustee, the Certificate Paying Agent, the Certificate Registrar and any agent of any of them may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Delaware Trustee, the Certificate Paying Agent the Certificate Registrar or any such agent will be affected by any notice to the contrary. This Certificate will be governed by and construed in accordance with the laws of the State of Delaware. The obligations created by the Trust Agreement in respect of the Certificate and the Issuer created thereby will terminate upon the payment of all amounts due and payable by the Issuer in accordance with the terms of the Indenture, the payment of all amounts payable by the Issuer under the Collateral Administration Agreement and the payment or discharge of all other amounts owed by the Issuer under the Transaction Documents, including the payment to the Certificateholder of all amounts held by or on behalf of the Issuer and required to be paid to them pursuant to the Trust Agreement following receipt of the final distribution to be made from the Trust Estate. Unless the certificate of authentication hereon has been executed by the Certificate Registrar, by manual signature, this Certificate will not be entitled to any benefit under the Trust Agreement or be valid for any purpose.
Appears in 1 contract
Samples: Trust Agreement
No Recourse; No Petition. No recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer, on the Certificates Ownership Certificate or under this Agreement or any certificate or other writing delivered in connection herewith or therewith, against:
(i) the Certificate Paying Agent in its individual capacity;
(ii) the Certificate Registrar in its individual capacity;
(iii) the Trustor in its individual capacity;
(iv) the Delaware Trustee in its individual capacity;
(v) the owner of a beneficial interest in the Issuer; or
(vi) any partner, owner, beneficiary, agent, officer, director, employee or agent of the Issuer, the Certificate Paying Agent, the Certificate Registrar, the Trustor or the Delaware Trustee in its individual capacity, any holder of a beneficial interest or ownership interest in the Issuer, the Certificate Paying Agent, the Certificate Registrar, the Trustor or the Delaware Trustee or of any successor or assign of any holder of a beneficial interest or ownership interest in the Issuer, the Certificate Paying Agent, the Certificate Registrar, the Trustor or the Delaware Trustee in its individual capacity, except as any such person may have expressly agreed in writing (it being understood that none of the Certificate Paying Agent, the Certificate Registrar or the Delaware Trustee has any such obligation in their individual capacity) and except that any such partner, owner or beneficiary will be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity. None of the Delaware Trustee, the Certificate Paying Agent, the Certificate Registrar, the Trustor or any Certificateholder will commence any action, suit or proceeding under the Bankruptcy Code against the Issuer until the date that is one year and two days after the first date that all the Notes Securities will have been paid in full; provided however, nothing in this paragraph will preclude or be deemed to prohibit the Delaware Trustee, the Certificate Paying Agent, the Certificate Registrar, the Trustor or the Ownership Certificateholder (i) from taking any action prior to the expiration of the aforementioned period in (A) any case or proceeding voluntarily filed or commenced by the Issuer or (B) any involuntary insolvency proceeding filed or commenced by a Person other than the Delaware Trustee, the Certificate Paying Agent, the Certificate Registrar, the Trustor or any Certificateholder, as applicable, or (ii) from commencing against the Issuer or any of its property any legal action which is not a bankruptcy reorganization, arrangement, insolvency, moratorium or liquidation proceeding.. [INTENTIONALLY LEFT BLANK]
Appears in 1 contract
Samples: Trust Agreement
No Recourse; No Petition. No recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer, on the Certificates or under this Agreement or any certificate or other writing delivered in connection herewith or therewith, against:
(i) the Certificate Paying Agent in its individual capacity;
(ii) the Certificate Registrar in its individual capacity;
(iii) the Trustor in its individual capacity;
(iv) the Delaware Trustee in its individual capacity;
(v) the owner of a beneficial interest in the Issuer; or
(vi) any partner, owner, beneficiary, agent, officer, director, employee or agent of the Issuer, the Certificate Paying Agent, the Certificate Registrar, the Trustor or the Delaware Trustee in its individual capacity, any holder of a beneficial interest or ownership interest in the Issuer, the Certificate Paying Agent, the Certificate Registrar, the Trustor or the Delaware Trustee or of any successor or assign of any holder of a beneficial interest or ownership interest in the Issuer, the Certificate Paying Agent, the Certificate Registrar, the Trustor or the Delaware Trustee in its individual capacity, except as any such person may have expressly agreed in writing (it being understood that none of the Certificate Paying Agent, the Certificate Registrar or the Delaware Trustee has any such obligation in their individual capacity) and except that any such partner, owner or beneficiary will be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity. None of the Delaware Trustee, the Certificate Paying Agent, the Certificate Registrar, the Trustor or any Certificateholder will commence any action, suit or proceeding under the Bankruptcy Code against the Issuer until the date that is one year and two days after the first date that all the Notes will have been paid in full; provided however, nothing in this paragraph will preclude or be deemed to prohibit the Delaware Trustee, the Certificate Paying Agent, the Certificate Registrar, the Trustor or the Certificateholder (i) from taking any action prior to the expiration of the aforementioned period in (A) any case or proceeding voluntarily filed or commenced by the Issuer or (B) any involuntary insolvency proceeding filed or commenced by a Person other than the Delaware Trustee, the Certificate Paying Agent, the Certificate Registrar, the Trustor or any Certificateholder, as applicable, or (ii) from commencing against the Issuer or any of its property any legal action which is not a bankruptcy reorganization, arrangement, insolvency, moratorium or liquidation proceeding. THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS CERTIFICATE NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION, UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION. THE HOLDER OF THIS CERTIFICATE BY ITS ACCEPTANCE HEREOF AGREES TO NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS CERTIFICATE; PROVIDED THAT THE MERGER OR CONSOLIDATION OF THE CERTIFICATEHOLDER WITH OR INTO ANY OTHER ENTITY, OR THE SALE, CONVEYANCE OR OTHER TRANSFER OF ALL OR SUBSTANTIALLY ALL OF ITS ASSETS TO ANY OTHER ENTITY WILL NOT CONSTITUTE AN OFFER, SALE, PLEDGE OR OTHER TRANSFER OF THIS CERTIFICATE. THIS CERTIFICATE DOES NOT EVIDENCE AN OBLIGATION OF OR AN INTEREST IN, AND IS NOT GUARANTEED BY, THE SPONSOR, THE OWNER TRUSTEE, THE INDENTURE TRUSTEE OR ANY AFFILIATE OF ANY OF THEM AND IS NOT INSURED OR GUARANTEED BY AN GOVERNMENTAL AGENCY OR PRIVATE INSURER. THE HOLDER OF THIS CERTIFICATE WILL BE ENTITLED ONLY TO CERTAIN LIMITED DISTRIBUTIONS AS PROVIDED IN THE TRUST AGREEMENT REFERRED TO HEREIN. Certificate Number: [_]-[_] Connecticut Avenue Securities Trust 2019-R03 Percentage Interest: 100% Delaware Trustee: U.S. Bank Trust National Association This Certificate evidences a beneficial ownership interest in Connecticut Avenue Securities Trust 2019-R03, a Delaware statutory trust (the "Issuer"), the assets of which primarily consist of the Trust Estate (which term is defined in the Trust Agreement referred to below): This Certificate is payable solely from the assets of the Issuer and does not represent an obligation of or interest in the Trustor, the Indenture Trustee, the Delaware Trustee or any of their respective affiliates, and no recourse may be had against such parties or their assets, except as expressly set forth herein or in the Trust Agreement or the other Transaction Documents. This Certificate is not guaranteed or insured by any governmental agency or instrumentality. This certifies that the Federal National Mortgage Association is the Certificateholder of this Certificate specified above and issued by the Issuer. The Issuer was created pursuant to a Trust Agreement, as amended and restated by an Amended and Restated Trust Agreement, dated the date specified above (the "Trust Agreement") among U.S. Bank Trust National Association, as Delaware Trustee, and Xxxxxx Xxx, as Trustor, and Xxxxx Fargo Bank, N.A., as Certificate Registrar and Certificate Paying Agent, a summary of certain of the pertinent provisions of which is set forth below. To the extent not defined herein, the capitalized terms used herein have the meanings assigned thereto in the Trust Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Trust Agreement, to which Trust Agreement the Certificateholder of this Certificate by virtue of the acceptance hereof assents and by which such Certificateholder is bound. The Certificate will be issued and maintained in definitive, fully registered form having a Percentage Interest of 100%. Pursuant to the terms of the Trust Agreement, a distribution will be made on each Payment Date, commencing on the first Payment Date specified on the face hereof, to the Person in whose name this Certificate is registered at the close of business on the applicable Record Date. By its acceptance of this Certificate, the Certificateholder will be deemed to have represented and agreed that transfer thereof is restricted. Payments on this Certificate will not be made until all amounts payable by the Issuer with respect to the Notes under the Indenture, all amounts payable by the Issuer to Xxxxxx Xxx under the Collateral Administration Agreement (including any contingent amounts that may become due and payable after any date of determination) and all amounts payable by the Issuer under the other Transaction Documents have been paid in full or discharged. This Certificate is the duly authorized issue of the Issuer. The Certificate is limited in right of payment to certain distributions in respect of the Trust Estate, all as more specifically set forth herein and in the Trust Agreement. As provided in the Trust Agreement and the Indenture, withdrawals from the Distribution Account will be made from time to time for purposes other than payments to the Certificateholder. The Trust Agreement permits, with certain exceptions therein provided, the amendment of the Trust Agreement and the modification of the rights and obligations of the parties thereto and the rights of the Certificateholder under the Trust Agreement at any time by the parties to the Trust Agreement with the consent of the Certificateholder. Any such consent by the Certificateholder will be conclusive and binding on the Certificateholder. The Trust Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Certificateholder. The Certificateholder will be deemed to have agreed to be bound by the restrictions of the Trust Agreement, including but not limited to the restrictions that (i) no Ownership Interest in this Certificate may be transferred and (ii) any attempted or purported transfer of any Ownership Interest in this Certificate will be absolutely null and void and will vest no rights in the purported transferee. The Delaware Trustee, the Certificate Paying Agent, the Certificate Registrar and any agent of any of them may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Delaware Trustee, the Certificate Paying Agent the Certificate Registrar or any such agent will be affected by any notice to the contrary. This Certificate will be governed by and construed in accordance with the laws of the State of Delaware. The obligations created by the Trust Agreement in respect of the Certificate and the Issuer created thereby will terminate upon the payment of all amounts due and payable by the Issuer in accordance with the terms of the Indenture, the payment of all amounts payable by the Issuer under the Collateral Administration Agreement and the payment or discharge of all other amounts owed by the Issuer under the Transaction Documents, including the payment to the Certificateholder of all amounts held by or on behalf of the Issuer and required to be paid to them pursuant to the Trust Agreement following receipt of the final distribution to be made from the Trust Estate. Unless the certificate of authentication hereon has been executed by the Certificate Registrar, by manual signature, this Certificate will not be entitled to any benefit under the Trust Agreement or be valid for any purpose.
Appears in 1 contract
Samples: Trust Agreement
No Recourse; No Petition. No recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer, on the Certificates or under this Agreement or any certificate or other writing delivered in connection herewith or therewith, against:
(i) the Certificate Paying Agent in its individual capacity;
(ii) the Certificate Registrar in its individual capacity;
(iii) the Trustor in its individual capacity;
(iv) the Delaware Trustee in its individual capacity;
(v) the owner of a beneficial interest in the Issuer; or
(vi) any partner, owner, beneficiary, agent, officer, director, employee or agent of the Issuer, the Certificate Paying Agent, the Certificate Registrar, the Trustor or the Delaware Trustee in its individual capacity, any holder of a beneficial interest or ownership interest in the Issuer, the Certificate Paying Agent, the Certificate Registrar, the Trustor or the Delaware Trustee or of any successor or assign of any holder of a beneficial interest or ownership interest in the Issuer, the Certificate Paying Agent, the Certificate Registrar, the Trustor or the Delaware Trustee in its individual capacity, 141966038 except as any such person may have expressly agreed in writing (it being understood that none of the Certificate Paying Agent, the Certificate Registrar or the Delaware Trustee has any such obligation in their individual capacity) and except that any such partner, owner or beneficiary will be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity. None of the Delaware Trustee, the Certificate Paying Agent, the Certificate Registrar, the Trustor or any Certificateholder will commence any action, suit or proceeding under the Bankruptcy Code against the Issuer until the date that is one year and two days after the first date that all the Notes will have been paid in full; provided however, nothing in this paragraph will preclude or be deemed to prohibit the Delaware Trustee, the Certificate Paying Agent, the Certificate Registrar, the Trustor or the Certificateholder (i) from taking any action prior to the expiration of the aforementioned period in (A) any case or proceeding voluntarily filed or commenced by the Issuer or (B) any involuntary insolvency proceeding filed or commenced by a Person other than the Delaware Trustee, the Certificate Paying Agent, the Certificate Registrar, the Trustor or any Certificateholder, as applicable, or (ii) from commencing against the Issuer or any of its property any legal action which is not a bankruptcy reorganization, arrangement, insolvency, moratorium or liquidation proceeding.. [INTENTIONALLY LEFT BLANK]
Appears in 1 contract
Samples: Trust Agreement
No Recourse; No Petition. No recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer, on the Certificates or under this Agreement or any certificate or other writing delivered in connection herewith or therewith, against:against:β
(i) the Certificate Paying Agent in its individual capacity;
(ii) the Certificate Registrar in its individual capacity;
(iii) the Trustor in its individual capacity;
(iv) the Delaware Trustee in its individual capacity;
(v) the owner of a beneficial interest in the Issuer; or
(vi) any partner, owner, beneficiary, agent, officer, director, employee or agent of the Issuer, the Certificate Paying Agent, the Certificate Registrar, the Trustor or the Delaware Trustee in its individual capacity, any holder of a beneficial interest or ownership interest in the Issuer, the Certificate Paying Agent, the Certificate Registrar, the Trustor or the Delaware Trustee or of any successor or assign of any holder of a beneficial interest or ownership interest in the Issuer, the Certificate Paying Agent, the Certificate Registrar, the Trustor or the Delaware Trustee in its individual capacity, except as any such person may have expressly agreed in writing (it being understood that none of the Certificate Paying Agent, the Certificate Registrar or the Delaware Trustee has any such obligation in their individual capacity) and except that any such partner, owner or beneficiary will be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity. None of the Delaware Trustee, the Certificate Paying Agent, the Certificate Registrar, the Trustor or any Certificateholder will commence any action, suit or proceeding under the Bankruptcy Code against the Issuer until the date that is one year and two days after the first date that all the Notes will have been paid in full; provided however, nothing in this paragraph will preclude or be deemed to prohibit the Delaware Trustee, the Certificate Paying Agent, the Certificate Registrar, the Trustor or the Certificateholder (i) from taking any action prior to the expiration of the aforementioned period in (A) any case or proceeding voluntarily filed or commenced by the Issuer or (B) any involuntary insolvency proceeding filed or commenced by a Person other than the Delaware Trustee, the Certificate Paying Agent, the Certificate Registrar, the Trustor or any Certificateholder, as applicable, or (ii) from commencing against the Issuer or any of its property any legal action which is not a bankruptcy reorganization, arrangement, insolvency, moratorium or liquidation proceeding.
Appears in 1 contract
Samples: Trust Agreement
No Recourse; No Petition. No recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer, on the Certificates or under this Agreement or any certificate or other writing delivered in connection herewith or therewith, against:
(i) the Certificate Paying Agent in its individual capacity;
(ii) the Certificate Registrar in its individual capacity;
(iii) the Trustor in its individual capacity;
(iv) the Delaware Trustee in its individual capacity;
(v) the owner of a beneficial interest in the Issuer; or
(vi) any partner, owner, beneficiary, agent, officer, director, employee or agent of the Issuer, the Certificate Paying Agent, the Certificate Registrar, the Trustor or the Delaware Trustee in its individual capacity, any holder of a beneficial interest or ownership interest in the Issuer, the Certificate Paying Agent, the Certificate Registrar, the Trustor or the Delaware Trustee or of any successor or assign of any holder of a beneficial interest or ownership interest in the Issuer, the Certificate Paying Agent, the Certificate Registrar, the Trustor or the Delaware Trustee in its individual capacity, except as any such person may have expressly agreed in writing (it being understood that none of the Certificate Paying Agent, the Certificate Registrar or the Delaware Trustee has any such obligation in their individual capacity) and except that any such partner, owner or beneficiary will be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity. None of the Delaware Trustee, the Certificate Paying Agent, the Certificate Registrar, the Trustor or any Certificateholder will commence any action, suit or proceeding under the Bankruptcy Code against the Issuer until the date that is one year and two days after the first date that all the Notes will have been paid in full; provided provided, however, that nothing in this paragraph will preclude or be deemed to prohibit the Delaware Trustee, the Certificate Paying Agent, the Certificate Registrar, the Trustor or the Certificateholder (i) from taking any action prior to the expiration of the aforementioned period in (A) any case or proceeding voluntarily filed or commenced by the Issuer or (B) any involuntary insolvency proceeding filed or commenced by a Person other than the Delaware Trustee, the Certificate Paying Agent, the Certificate Registrar, the Trustor or any Certificateholder, as applicable, or (ii) from commencing against the Issuer or any of its property any legal action which is not a bankruptcy reorganization, arrangement, insolvency, moratorium or liquidation proceeding.
Appears in 1 contract
Samples: Trust Agreement
No Recourse; No Petition. No recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer, on the Certificates or under this Agreement or any certificate or other writing delivered in connection herewith or therewith, against:against:β
(i) the Certificate Paying Agent in its individual capacity;
(ii) the Certificate Registrar in its individual capacity;
(iii) the Trustor in its individual capacity;
(iv) the Delaware Trustee in its individual capacity;
(v) the owner of a beneficial interest in the Issuer; or
(vi) any partner, owner, beneficiary, agent, officer, director, employee or agent of the Issuer, the Certificate Paying Agent, the Certificate Registrar, the Trustor or the Delaware Trustee in its individual capacity, any holder of a beneficial interest or ownership interest in the Issuer, the Certificate Paying Agent, the Certificate Registrar, the Trustor or the Delaware Trustee or of any successor or assign of any holder of a beneficial interest or ownership interest in the Issuer, the Certificate Paying Agent, the Certificate Registrar, the Trustor or the Delaware Trustee in its individual capacity, except as any such person may have expressly agreed in writing (it being understood that none of the Certificate Paying Agent, the Certificate Registrar or the Delaware Trustee has any such obligation in their individual capacity) and except that any such partner, owner or beneficiary will be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity. None of the Delaware Trustee, the Certificate Paying Agent, the Certificate Registrar, the Trustor or any Certificateholder will commence any action, suit or proceeding under the Bankruptcy Code against the Issuer until the date that is one year and two days after the first date that all the Notes Securities will have been paid in full; provided however, nothing in this paragraph will preclude or be deemed to prohibit the Delaware Trustee, the Certificate Paying Agent, the Certificate Registrar, the Trustor or the Certificateholder (i) from taking any action prior to the expiration of the aforementioned period in (A) any case or proceeding voluntarily filed or commenced by the Issuer or (B) any involuntary insolvency proceeding filed or commenced by a Person other than the Delaware Trustee, the Certificate Paying Agent, the Certificate Registrar, the Trustor or any Certificateholder, as applicable, or (ii) from commencing against the Issuer or any of its property any legal action which is not a bankruptcy reorganization, arrangement, insolvency, moratorium or liquidation proceeding.
Appears in 1 contract
Samples: Trust Agreement
