Common use of Registration and Registration of Transfer of Residual Certificate Clause in Contracts

Registration and Registration of Transfer of Residual Certificate. (a) Xxxxxx Xxx shall cause to be kept at the office or agency to be maintained by it pursuant to Section 5.05 hereof, a register (the “Certificate Register”) in which, subject to such reasonable regulations as it may prescribe, Xxxxxx Mae shall provide for the registration of the Residual Certificate and the registration of transfers of the Residual Certificate. Xxxxxx Xxx hereby initially appoints State Street Bank and Trust Company at its Corporate Trust Office as Certificate Registrar and Transfer Agent for the purpose of registration of the Residual Certificate and transfers thereof, as provided herein. Upon any resignation of any Certificate Registrar or Transfer Agent, Xxxxxx Mae shall promptly appoint a successor or, in the absence of such appointment, assume the duties of Certificate Registrar or Transfer Agent, as the case may be. (b) Upon surrender for registration of transfer of any Residual Certificate in accordance with this Section 5.02 at the office or agency of Xxxxxx Xxx maintained for such purpose pursuant to Section 5.05 hereof, Xxxxxx Mae shall execute, and the Certificate Registrar shall authenticate and make available, in the name of the designated transferee, a new Residual Certificate. A Residual Certificate presented or surrendered for registration of transfer shall (if so required by Xxxxxx Xxx, the Trustee or the Certificate Registrar) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to Xxxxxx Mae and the Certificate Registrar duly executed by, the Holder thereof or such Holder’s attorney duly authorized in writing, and shall be accompanied by such other documents as Xxxxxx Xxx or the Trustee may require. (c) Any purported transfer of record or beneficial ownership, direct or indirect (whether pursuant to a purchase, a default under a secured lending agreement or otherwise), to a Disqualified Organization of any Residual Certificate, or any beneficial interest therein, shall be void and of no effect. In no event shall the Certificate Registrar accept surrender for transfer, registration of transfer, or register the transfer, of any Residual Certificate nor authenticate and make available any new Residual Certificate unless the Certificate Registrar has received a properly executed United States Internal Revenue Service Form W-9 together with an affidavit from the proposed transferee in the form attached hereto as Exhibit C. The foregoing restrictions that are applicable to the prevention of a transfer of a Residual Certificate to a Disqualified Organization shall cease to have any further effect (and the applicable portions of the legend to the Residual Certificate may be deleted) in the event that Xxxxxx Mae determines, upon the advice of its tax counsel, that such restrictions are not necessary to preclude the imposition of a tax on the Trust Fund or upon the transferor of a Residual Certificate, or to maintain the qualification of the Trust as a REMIC and, as a result of such determination, this Trust Agreement is amended to declare such restrictions to be of no further effect. (d) Under the Regulations, any purported transfer to a U.S. Person of record or beneficial ownership, direct or indirect (whether pursuant to a purchase, a default under a secured lending agreement or otherwise), of a Residual Certificate that is a “noneconomic residual interest” within the meaning of the Regulations for the purpose of avoiding or impeding the assessment or collection of tax shall be disregarded for all U.S. Federal tax purposes. The affidavit required to be supplied by each transferee of a Residual Certificate pursuant to Section 5.02(c) (attached hereto as Exhibit C) also shall contain a statement that no purpose of the transfer of the Residual Certificate is to avoid or impede the assessment or collection of tax, that the proposed transferee understands that it may incur tax liabilities in excess of any cash flows generated by the Residual Certificate and that it intends to pay taxes associated with holding the Residual Certificate as they become due. (e) Any purported transfer of record or beneficial ownership, direct or indirect (whether pursuant to a purchase, a default under a secured lending agreement or otherwise), to a person that is not a U.S. Person of the Residual Certificate, or any beneficial interest therein, shall be void and of no effect. The foregoing restriction shall cease to have any effect with respect to a transfer of a Residual Certificate to a person that is not a U.S. Person only if Xxxxxx Xxx has consented to such transfer expressly in writing. (f) A Residual Certificate issued upon any registration of transfer thereof shall be the valid obligation of Xxxxxx Mae and entitled to the same benefits under this Trust Agreement as the Residual Certificate surrendered upon such registration of transfer. (g) A service charge in an amount determined by Xxxxxx Xxx (such amount being based on a service charge schedule on file in the Corporate Trust Office of the Certificate Registrar and in the office of the Corporate Secretary of Xxxxxx Mae) shall be made for any registration of transfer of the Residual Certificate, and Xxxxxx Xxx may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer of the Residual Certificate, other than exchanges pursuant to Section 5.06 hereof not involving any transfer.

Registration and Registration of Transfer of Residual Certificate. (a) Xxxxxx Xxx shall cause to be kept at the office or agency to be maintained by it pursuant to Section 5.05 hereof, a register (the “Certificate Register”) in which, subject to such reasonable regulations as it may prescribe, Xxxxxx Mae shall provide for the registration of the Residual Certificate and the registration of transfers of the Residual Certificate. Xxxxxx Xxx hereby initially appoints State Street US Bank and Trust Company at its Corporate Trust Office corporate trust office as Certificate Registrar and Transfer Agent for the purpose of registration of the Residual Certificate and transfers thereof, as provided herein. Upon any resignation of any Certificate Registrar or Transfer Agent, Xxxxxx Mae shall promptly appoint a successor or, in the absence of such appointment, assume the duties of Certificate Registrar or Transfer Agent, as the case may be. (b) Upon surrender for registration of transfer of any the Residual Certificate in accordance with this Section 5.02 at the office or agency of Xxxxxx Xxx maintained for such purpose pursuant to Section 5.05 hereof, Xxxxxx Mae shall execute, and the Certificate Registrar shall authenticate and make available, in the name of the designated transferee, a new Residual Certificate. A Residual Certificate presented or surrendered for registration of transfer shall (if so required by Xxxxxx Xxx, the Trustee or the Certificate Registrar) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to Xxxxxx Mae and the Certificate Registrar duly executed by, the Holder thereof or such Holder’s attorney duly authorized in writing, and shall be accompanied by such other documents as Xxxxxx Xxx or the Trustee may require. (c) Any purported transfer of record or beneficial ownership, direct or indirect (whether pursuant to a purchase, a default under a secured lending agreement or otherwise), to a Disqualified Organization of any the Residual Certificate, or any beneficial interest therein, shall be void and of no effect. In no event shall the Certificate Registrar accept surrender for transfer, registration of transfer, or register the transfer, of any Residual Certificate nor authenticate and make available any new Residual Certificate unless the Certificate Registrar has received a properly executed United States Internal Revenue Service Form W-9 (or a Form W-8ECI, in the case of a proposed transferee (other than a U.S. Person) subject to United States income taxation on a net basis on income derived from the Residual Certificate) together with an affidavit from the proposed transferee in the form attached hereto as Exhibit C. The foregoing restrictions that are applicable to the prevention of a transfer of a Residual Certificate to a Disqualified Organization shall cease to have any further effect (and the applicable portions of the legend to the Residual Certificate may be deleted) in the event that Xxxxxx Mae determines, upon the advice of its tax counsel, that such restrictions are not necessary to preclude the imposition of a tax on the Trust Fund or upon the transferor of a Residual Certificate, or to maintain the qualification of the Trust as a REMIC and, as a result of such determination, this Trust Agreement is amended to declare such restrictions to be of no further effect. (d) Under the Regulations, any purported transfer to a U.S. Person of record or beneficial ownership, direct or indirect (whether pursuant to a purchase, a default under a secured lending agreement or otherwise), of a Residual Certificate that is a “noneconomic residual interest” within the meaning of the Regulations for the purpose of avoiding or impeding the assessment or collection of tax shall be disregarded for all U.S. Federal tax purposes. The affidavit required to be supplied by each transferee of a Residual Certificate pursuant to Section 5.02(c) (attached hereto as Exhibit C) also shall contain a statement that no purpose of the transfer of the Residual Certificate is to avoid or impede the assessment or collection of tax, that the proposed transferee understands that it may incur tax liabilities in excess of any cash flows generated by the a Residual Certificate and Certificate, that it intends to pay taxes associated with holding the Residual Certificate as they become due, and that it will not cause income from the Residual Certificate to be attributable to a foreign permanent establishment or fixed base of the proposed transferee or another U.S. taxpayer. (e) Any purported transfer of record or beneficial ownership, direct or indirect (whether pursuant to a purchase, a default under a secured lending agreement or otherwise), to of a person that is not a U.S. Person of the Residual Certificate, or any beneficial interest therein, (i) to a Person that is not (x) a U.S. Person or (y) a Person (other than a U.S. Person) subject to United States income taxation on a net basis on income derived from the Residual Certificate or (ii) to a partnership of which any Person or entity that holds an interest (directly, or indirectly through a pass-thru entity) is not (x) a U.S. Person or (y) a Person (other than a U.S. Person) subject to United States income taxation on a net basis on income derived from the Residual Certificate shall be void and of no effect. The foregoing restriction shall cease to have any effect with respect to a transfer of a Residual Certificate to a person that is not a U.S. Person only if Xxxxxx Xxx has consented to such transfer expressly in writing. (f) A Residual Certificate issued upon any registration of transfer thereof shall be the valid obligation of Xxxxxx Mae and entitled to the same benefits under this Trust Agreement as the Residual Certificate surrendered upon such registration of transfer. (g) A service charge in an amount determined by Xxxxxx Xxx (such amount being based on a service charge schedule on file in the Corporate Trust Office of the Certificate Registrar and in the office of the Corporate Secretary of Xxxxxx Mae) shall be made for any registration of transfer of the a Residual Certificate, and Xxxxxx Xxx may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer of the a Residual Certificate, other than exchanges pursuant to Section 5.06 hereof not involving any transfer.

Registration and Registration of Transfer of Residual Certificate. (a) Xxxxxx Xxx Mae shall cause to be kept at the office or agency to be maintained by it pursuant to Section 5.05 hereof, a register (the “Certificate Register”) in which, subject to such reasonable regulations as it may prescribe, Xxxxxx Mae Xxx shall provide for the registration of the Residual Certificate and the registration of transfers of the Residual Certificate. Xxxxxx Xxx Mae hereby initially appoints State Street US Bank and Trust Company at its Corporate Trust Office corporate trust office as Certificate Registrar and Transfer Agent for the purpose of registration of the Residual Certificate and transfers thereof, as provided herein. Upon any resignation of any Certificate Registrar or Transfer Agent, Xxxxxx Mae Xxx shall promptly appoint a successor or, in the absence of such appointment, assume the duties of Certificate Registrar or Transfer Agent, as the case may be. (b) Upon surrender for registration of transfer of any the Residual Certificate in accordance with this Section 5.02 at the office or agency of Xxxxxx Xxx Mae maintained for such purpose pursuant to Section 5.05 hereof, Xxxxxx Mae Xxx shall execute, and the Certificate Registrar shall authenticate and make available, in the name of the designated transferee, a new Residual Certificate. A Residual Certificate presented or surrendered for registration of transfer shall (if so required by Xxxxxx XxxMae, the Trustee or the Certificate Registrar) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to Xxxxxx Mae Xxx and the Certificate Registrar duly executed by, the Holder thereof or such Holder’s attorney duly authorized in writing, and shall be accompanied by such other documents as Xxxxxx Xxx Mae or the Trustee may require. (c) Any purported transfer of record or beneficial ownership, direct or indirect (whether pursuant to a purchase, a default under a secured lending agreement or otherwise), to a Disqualified Organization of any the Residual Certificate, or any beneficial interest therein, shall be void and of no effect. In no event shall the Certificate Registrar accept surrender for transfer, registration of transfer, or register the transfer, of any Residual Certificate nor authenticate and make available any new Residual Certificate unless the Certificate Registrar has received a properly executed United States Internal Revenue Service Form W-9 (or a Form W-8ECI, in the case of a proposed transferee (other than a U.S. Person) subject to United States income taxation on a net basis on income derived from the Residual Certificate) together with an affidavit from the proposed transferee in the form attached hereto as Exhibit C. The foregoing restrictions that are applicable to the prevention of a transfer of a Residual Certificate to a Disqualified Organization shall cease to have any further effect (and the applicable portions of the legend to the Residual Certificate may be deleted) in the event that Xxxxxx Mae Xxx determines, upon the advice of its tax counsel, that such restrictions are not necessary to preclude the imposition of a tax on the Trust Fund or upon the transferor of a Residual Certificate, or to maintain the qualification of the Trust as a REMIC and, as a result of such determination, this Trust Agreement is amended to declare such restrictions to be of no further effect. (d) Under the Regulations, any purported transfer to a U.S. Person of record or beneficial ownership, direct or indirect (whether pursuant to a purchase, a default under a secured lending agreement or otherwise), of a Residual Certificate that is a “noneconomic residual interest” within the meaning of the Regulations for the purpose of avoiding or impeding the assessment or collection of tax shall be disregarded for all U.S. Federal tax purposes. The affidavit required to be supplied by each transferee of a Residual Certificate pursuant to Section 5.02(c) (attached hereto as Exhibit C) also shall contain a statement that no purpose of the transfer of the Residual Certificate is to avoid or impede the assessment or collection of tax, that the proposed transferee understands that it may incur tax liabilities in excess of any cash flows generated by the a Residual Certificate and Certificate, that it intends to pay taxes associated with holding the Residual Certificate as they become due, and that it will not cause income from the Residual Certificate to be attributable to a foreign permanent establishment or fixed base of the proposed transferee or another U.S. taxpayer. (e) Any purported transfer of record or beneficial ownership, direct or indirect (whether pursuant to a purchase, a default under a secured lending agreement or otherwise), to of a person that is not a U.S. Person of the Residual Certificate, or any beneficial interest therein, (i) to a Person that is not (x) a U.S. Person or (y) a Person (other than a U.S. Person) subject to United States income taxation on a net basis on income derived from the Residual Certificate or (ii) to a partnership of which any Person or entity that holds an interest (directly, or indirectly through a pass-thru entity) is not (x) a U.S. Person or (y) a Person (other than a U.S. Person) subject to United States income taxation on a net basis on income derived from the Residual Certificate shall be void and of no effect. The foregoing restriction shall cease to have any effect with respect to a transfer of a Residual Certificate to a person that is not a U.S. Person only if Xxxxxx Xxx Mae has consented to such transfer expressly in writing. (f) A Residual Certificate issued upon any registration of transfer thereof shall be the valid obligation of Xxxxxx Mae Xxx and entitled to the same benefits under this Trust Agreement as the Residual Certificate surrendered upon such registration of transfer. (g) A service charge in an amount determined by Xxxxxx Xxx Mae (such amount being based on a service charge schedule on file in the Corporate Trust Office of the Certificate Registrar and in the office of the Corporate Secretary of Xxxxxx MaeXxx) shall be made for any registration of transfer of the a Residual Certificate, and Xxxxxx Xxx Mae may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer of the a Residual Certificate, other than exchanges pursuant to Section 5.06 hereof not involving any transfer.

Registration and Registration of Transfer of Residual Certificate. (a) Xxxxxx Xxx Mae shall cause to be kept at the office or agency to be maintained by it pursuant to Section 5.05 hereof, a register (the “Certificate Register”) in which, subject to such reasonable regulations as it may prescribe, Xxxxxx Mae Xxx shall provide for the registration of the Residual Certificate and the registration of transfers of the Residual Certificate. Xxxxxx Xxx Mae hereby initially appoints State Street Bank and Trust Company at its Corporate Trust Office as Certificate Registrar and Transfer Agent for the purpose of registration of the Residual Certificate and transfers thereof, as provided herein. Upon any resignation of any Certificate Registrar or Transfer Agent, Xxxxxx Mae Xxx shall promptly appoint a successor or, in the absence of such appointment, assume the duties of Certificate Registrar or Transfer Agent, as the case may be. (b) Upon surrender for registration of transfer of any Residual Certificate in accordance with this Section 5.02 at the office or agency of Xxxxxx Xxx Mae maintained for such purpose pursuant to Section 5.05 hereof, Xxxxxx Mae Xxx shall execute, and the Certificate Registrar shall authenticate and make available, in the name of the designated transferee, a new Residual Certificate. A Residual Certificate presented or surrendered for registration of transfer shall (if so required by Xxxxxx XxxMae, the Trustee or the Certificate Registrar) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to Xxxxxx Mae Xxx and the Certificate Registrar duly executed by, the Holder thereof or such Holder’s attorney duly authorized in writing, and shall be accompanied by such other documents as Xxxxxx Xxx Mae or the Trustee may require. (c) Any purported transfer of record or beneficial ownership, direct or indirect (whether pursuant to a purchase, a default under a secured lending agreement or otherwise), to a Disqualified Organization of any Residual Certificate, or any beneficial interest therein, shall be void and of no effect. In no event shall the Certificate Registrar accept surrender for transfer, registration of transfer, or register the transfer, of any Residual Certificate nor authenticate and make available any new Residual Certificate unless the Certificate Registrar has received a properly executed United States Internal Revenue Service Form W-9 together with an affidavit from the proposed transferee in the form attached hereto as Exhibit C. The foregoing restrictions that are applicable to the prevention of a transfer of a Residual Certificate to a Disqualified Organization shall cease to have any further effect (and the applicable portions of the legend to the Residual Certificate may be deleted) in the event that Xxxxxx Mae Xxx determines, upon the advice of its tax counsel, that such restrictions are not necessary to preclude the imposition of a tax on the Trust Fund or upon the transferor of a Residual Certificate, or to maintain the qualification of the Trust as a REMIC and, as a result of such determination, this Trust Agreement is amended to declare such restrictions to be of no further effect. (d) Under the Regulations, any purported transfer to a U.S. Person of record or beneficial ownership, direct or indirect (whether pursuant to a purchase, a default under a secured lending agreement or otherwise), of a Residual Certificate that is a “noneconomic residual interest” within the meaning of the Regulations for the purpose of avoiding or impeding the assessment or collection of tax shall be disregarded for all U.S. Federal tax purposes. The affidavit required to be supplied by each transferee of a Residual Certificate pursuant to Section 5.02(c) (attached hereto as Exhibit C) also shall contain a statement that no purpose of the transfer of the Residual Certificate is to avoid or impede the assessment or collection of tax, that the proposed transferee understands that it may incur tax liabilities in excess of any cash flows generated by the Residual Certificate and that it intends to pay taxes associated with holding the Residual Certificate as they become due. (e) Any purported transfer of record or beneficial ownership, direct or indirect (whether pursuant to a purchase, a default under a secured lending agreement or otherwise), to a person that is not a U.S. Person of the Residual Certificate, or any beneficial interest therein, shall be void and of no effect. The foregoing restriction shall cease to have any effect with respect to a transfer of a Residual Certificate to a person that is not a U.S. Person only if Xxxxxx Xxx Mae has consented to such transfer expressly in writing. (f) A Residual Certificate issued upon any registration of transfer thereof shall be the valid obligation of Xxxxxx Mae Xxx and entitled to the same benefits under this Trust Agreement as the Residual Certificate surrendered upon such registration of transfer. (g) A service charge in an amount determined by Xxxxxx Xxx Mae (such amount being based on a service charge schedule on file in the Corporate Trust Office of the Certificate Registrar and in the office of the Corporate Secretary of Xxxxxx MaeXxx) shall be made for any registration of transfer of the Residual Certificate, and Xxxxxx Xxx Mae may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer of the Residual Certificate, other than exchanges pursuant to Section 5.06 hereof not involving any transfer.

Registration and Registration of Transfer of Residual Certificate. (a) Xxxxxx Xxx shall cause to be kept at the office or agency to be maintained by it pursuant to Section 5.05 hereof, a register (the “Certificate Register”) in which, subject to such reasonable regulations as it may prescribe, Xxxxxx Mae shall provide for the registration of the Residual Certificate and the registration of transfers of the Residual Certificate. Xxxxxx Xxx hereby initially appoints State Street Bank and Trust Company at its Corporate Trust Office as Certificate Registrar and Transfer Agent for the purpose of registration of the Residual Certificate and transfers thereof, as provided herein. Upon any resignation of any Certificate Registrar or Transfer Agent, Xxxxxx Mae shall promptly appoint a successor or, in the absence of such appointment, assume the duties of Certificate Registrar or Transfer Agent, as the case may be. (b) Upon surrender for registration of transfer of any Residual Certificate in accordance with this Section 5.02 at the office or agency of Xxxxxx Xxx maintained for such purpose pursuant to Section 5.05 hereof, Xxxxxx Mae shall execute, and the Certificate Registrar shall authenticate and make available, in the name of the designated transferee, a new Residual Certificate. A Residual Certificate presented or surrendered for registration of transfer shall (if so required by Xxxxxx Xxx, the Trustee or the Certificate Registrar) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to Xxxxxx Mae and the Certificate Registrar duly executed by, the Holder thereof or such Holder’s attorney duly authorized in writing, and shall be accompanied by such other documents as Xxxxxx Xxx or the Trustee may require. (c) Any purported transfer of record or beneficial ownership, direct or indirect (whether pursuant to a purchase, a default under a secured lending agreement or otherwise), to a Disqualified Organization of any Residual Certificate, or any beneficial interest therein, shall be void and of no effect. In no event shall the Certificate Registrar accept surrender for transfer, registration of transfer, or register the transfer, of any Residual Certificate nor authenticate and make available any new Residual Certificate unless the Certificate Registrar has received a properly executed United States Internal Revenue Service Form W-9 (or a Form W-8ECI, in the case of a proposed transferee (other than a U.S. Person) subject to United States income taxation on a net basis on income derived from the Residual Certificate) together with an affidavit from the proposed transferee in the form attached hereto as Exhibit C. The foregoing restrictions that are applicable to the prevention of a transfer of a Residual Certificate to a Disqualified Organization shall cease to have any further effect (and the applicable portions of the legend to the Residual Certificate may be deleted) in the event that Xxxxxx Mae determines, upon the advice of its tax counsel, that such restrictions are not necessary to preclude the imposition of a tax on the Trust Fund or upon the transferor of a Residual Certificate, or to maintain the qualification of the Trust as a REMIC and, as a result of such determination, this Trust Agreement is amended to declare such restrictions to be of no further effect. (d) Under the Regulations, any purported transfer to a U.S. Person of record or beneficial ownership, direct or indirect (whether pursuant to a purchase, a default under a secured lending agreement or otherwise), of a Residual Certificate that is a “noneconomic residual interest” within the meaning of the Regulations for the purpose of avoiding or impeding the assessment or collection of tax shall be disregarded for all U.S. Federal tax purposes. The affidavit required to be supplied by each transferee of a Residual Certificate pursuant to Section 5.02(c) (attached hereto as Exhibit C) also shall contain a statement that no purpose of the transfer of the Residual Certificate is to avoid or impede the assessment or collection of tax, that the proposed transferee understands that it may incur tax liabilities in excess of any cash flows generated by the Residual Certificate and that it intends to pay taxes associated with holding the Residual Certificate as they become due. (e) Any purported transfer of record or beneficial ownership, direct or indirect (whether pursuant to a purchase, a default under a secured lending agreement or otherwise), to a person that is not a U.S. Person of the Residual Certificate, or any beneficial interest therein, (i) to a person that is not (x) a U.S. Person or (y) a person (other than a U.S. Person) subject to United States income taxation on a net basis on income derived from the Residual Certificate or (ii) to a partnership of which any person or entity that holds an interest (directly, or indirectly through a pass-through entity) is not (x) a U.S. Person or (y) a person (other than a U.S. Person) subject to United States income taxation on a net basis on income derived from the Residual Certificate shall be void and of no effect. The foregoing restriction shall cease to have any effect with respect to a transfer of a the Residual Certificate to a person that is not a U.S. Person only if Xxxxxx Xxx has consented to such transfer expressly in writing. (f) A Residual Certificate issued upon any registration of transfer thereof shall be the valid obligation of Xxxxxx Mae and entitled to the same benefits under this Trust Agreement as the Residual Certificate surrendered upon such registration of transfer. (g) A service charge in an amount determined by Xxxxxx Xxx (such amount being based on a service charge schedule on file in the Corporate Trust Office of the Certificate Registrar and in the office of the Corporate Secretary of Xxxxxx Mae) shall be made for any registration of transfer of the Residual Certificate, and Xxxxxx Xxx may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer of the Residual Certificate, other than exchanges pursuant to Section 5.06 hereof not involving any transfer.

Registration and Registration of Transfer of Residual Certificate. (a) Xxxxxx Xxx Mae shall cause to be kept at the office or agency to be maintained by it pursuant to Section 5.05 hereof, a register (the “Certificate Register”) in which, subject to such reasonable regulations as it may prescribe, Xxxxxx Mae Xxx shall provide for the registration of the Residual Certificate and the registration of transfers of the Residual Certificate. Xxxxxx Xxx Mae hereby initially appoints State Street Bank and Trust Company at its Corporate Trust Office as Certificate Registrar and Transfer Agent for the purpose of registration of the Residual Certificate and transfers thereof, as provided herein. Upon any resignation of any Certificate Registrar or Transfer Agent, Xxxxxx Mae shall promptly appoint a successor or, in the absence of such appointment, assume the duties of Certificate Registrar or Transfer Agent, as the case may be. (b) Upon surrender for registration of transfer of any Residual Certificate in accordance with this Section 5.02 at the office or agency of Xxxxxx Xxx maintained for such purpose pursuant to Section 5.05 hereof, Xxxxxx Mae shall execute, and the Certificate Registrar shall authenticate and make available, in the name of the designated transferee, a new Residual Certificate. A Residual Certificate presented or surrendered for registration of transfer shall (if so required by Xxxxxx Xxx, the Trustee or the Certificate Registrar) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to Xxxxxx Mae and the Certificate Registrar duly executed by, the Holder thereof or such Holder’s attorney duly authorized in writing, and shall be accompanied by such other documents as Xxxxxx Xxx or the Trustee may require. (c) Any purported transfer of record or beneficial ownership, direct or indirect (whether pursuant to a purchase, a default under a secured lending agreement or otherwise), to a Disqualified Organization of any Residual Certificate, or any beneficial interest therein, shall be void and of no effect. In no event shall the Certificate Registrar accept surrender for transfer, registration of transfer, or register the transfer, of any Residual Certificate nor authenticate and make available any new Residual Certificate unless the Certificate Registrar has received a properly executed United States Internal Revenue Service Form W-9 (or a Form W-8ECI, in the case of a proposed transferee (other than a U.S. Person) subject to United States income taxation on a net basis on income derived from the Residual Certificate) together with an affidavit from the proposed transferee in the form attached hereto as Exhibit C. The foregoing restrictions that are applicable to the prevention of a transfer of a Residual Certificate to a Disqualified Organization shall cease to have any further effect (and the applicable portions of the legend to the Residual Certificate may be deleted) in the event that Xxxxxx Mae determines, upon the advice of its tax counsel, that such restrictions are not necessary to preclude the imposition of a tax on the Trust Fund or upon the transferor of a Residual Certificate, or to maintain the qualification of the Trust as a REMIC and, as a result of such determination, this Trust Agreement is amended to declare such restrictions to be of no further effect. (d) Under the Regulations, any purported transfer to a U.S. Person of record or beneficial ownership, direct or indirect (whether pursuant to a purchase, a default under a secured lending agreement or otherwise), of a Residual Certificate that is a “noneconomic residual interest” within the meaning of the Regulations for the purpose of avoiding or impeding the assessment or collection of tax shall be disregarded for all U.S. Federal tax purposes. The affidavit required to be supplied by each transferee of a Residual Certificate pursuant to Section 5.02(c) (attached hereto as Exhibit C) also shall contain a statement that no purpose of the transfer of the Residual Certificate is to avoid or impede the assessment or collection of tax, that the proposed transferee understands that it may incur tax liabilities in excess of any cash flows generated by the Residual Certificate and that it intends to pay taxes associated with holding the Residual Certificate as they become due. (e) Any purported transfer of record or beneficial ownership, direct or indirect (whether pursuant to a purchase, a default under a secured lending agreement or otherwise), to a person that is not a U.S. Person of the Residual Certificate, or any beneficial interest therein, (i) to a person that is not (x) a U.S. Person or (y) a person (other than a U.S. Person) subject to United States income taxation on a net basis on income derived from the Residual Certificate or (ii) to a partnership of which any person or entity that holds an interest (directly, or indirectly through a pass-through entity) is not (x) a U.S. Person or (y) a person (other than a U.S. Person) subject to United States income taxation on a net basis on income derived from the Residual Certificate shall be void and of no effect. The foregoing restriction shall cease to have any effect with respect to a transfer of a the Residual Certificate to a person that is not a U.S. Person only if Xxxxxx Xxx has consented to such transfer expressly in writing. (f) A Residual Certificate issued upon any registration of transfer thereof shall be the valid obligation of Xxxxxx Mae and entitled to the same benefits under this Trust Agreement as the Residual Certificate surrendered upon such registration of transfer. (g) A service charge in an amount determined by Xxxxxx Xxx (such amount being based on a service charge schedule on file in the Corporate Trust Office of the Certificate Registrar and in the office of the Corporate Secretary of Xxxxxx Mae) shall be made for any registration of transfer of the Residual Certificate, and Xxxxxx Xxx may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer of the Residual Certificate, other than exchanges pursuant to Section 5.06 hereof not involving any transfer.

Registration and Registration of Transfer of Residual Certificate. (a) Xxxxxx Xxx shall cause to be kept at the office or agency to be maintained by it pursuant to Section 5.05 hereof, a register (the “Certificate Register”) in which, subject to such reasonable regulations as it may prescribe, Xxxxxx Mae shall provide for the registration of the Residual Certificate and the registration of transfers of the Residual Certificate. Xxxxxx Xxx hereby initially appoints State Street Bank and Trust Company at its Corporate Trust Office as Certificate Registrar and Transfer Agent for the purpose of registration of the Residual Certificate and transfers thereof, as provided herein. Upon any resignation of any Certificate Registrar or Transfer Agent, Xxxxxx Mae shall promptly appoint a successor or, in the absence of such appointment, assume the duties of Certificate Registrar or Transfer Agent, as the case may be. (b) Upon surrender for registration of transfer of any Residual Certificate in accordance with this Section 5.02 at the office or agency of Xxxxxx Xxx maintained for such purpose pursuant to Section 5.05 hereof, Xxxxxx Mae shall execute, and the Certificate Registrar shall authenticate and make available, in the name of the designated transferee, a new Residual Certificate. A Residual Certificate presented or surrendered for registration of transfer shall (if so required by Xxxxxx Xxx, the Trustee or the Certificate Registrar) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to Xxxxxx Mae and the Certificate Registrar duly executed by, the Holder thereof or such Holder’s attorney duly authorized in writing, and shall be accompanied by such other documents as Xxxxxx Xxx or the Trustee may require. (c) Any purported transfer of record or beneficial ownership, direct or indirect (whether pursuant to a purchase, a default under a secured lending agreement or otherwise), to a Disqualified Organization of any Residual Certificate, or any beneficial interest therein, shall be void and of no effect. In no event shall the Certificate Registrar accept surrender for transfer, registration of transfer, or register the transfer, of any Residual Certificate nor authenticate and make available any new Residual Certificate unless the Certificate Registrar has received a properly executed United States Internal Revenue Service Form W-9 (or a Form W8-ECI, in the case of a proposed transferee (other than a U.S. Person) subject to United States income taxation on a net basis on income derived from the Residual Certificate) together with an affidavit from the proposed transferee in the form attached hereto as Exhibit C. The foregoing restrictions that are applicable to the prevention of a transfer of a Residual Certificate to a Disqualified Organization shall cease to have any further effect (and the applicable portions of the legend to the Residual Certificate may be deleted) in the event that Xxxxxx Mae determines, upon the advice of its tax counsel, that such restrictions are not necessary to preclude the imposition of a tax on the Trust Fund or upon the transferor of a Residual Certificate, or to maintain the qualification of the Trust as a REMIC and, as a result of such determination, this Trust Agreement is amended to declare such restrictions to be of no further effect. (d) Under the Regulations, any purported transfer to a U.S. Person of record or beneficial ownership, direct or indirect (whether pursuant to a purchase, a default under a secured lending agreement or otherwise), of a Residual Certificate that is a “noneconomic residual interest” within the meaning of the Regulations for the purpose of avoiding or impeding the assessment or collection of tax shall be disregarded for all U.S. Federal tax purposes. The affidavit required to be supplied by each transferee of a Residual Certificate pursuant to Section 5.02(c) (attached hereto as Exhibit C) also shall contain a statement that no purpose of the transfer of the Residual Certificate is to avoid or impede the assessment or collection of tax, that the proposed transferee understands that it may incur tax liabilities in excess of any cash flows generated by the Residual Certificate and that it intends to pay taxes associated with holding the Residual Certificate as they become due. (e) Any purported transfer of record or beneficial ownership, direct or indirect (whether pursuant to a purchase, a default under a secured lending agreement or otherwise), to of a person that is not a U.S. Person of the Residual Certificate, or any beneficial interest therein, (i) to a person that is not (x) a U.S. Person or (y) a person (other than a U.S. Person) subject to United States income taxation on a net basis on income derived from the Residual Certificate or (ii) to a partnership of which any person or entity that holds an interest (directly, or indirectly through a pass-through entity) is not (x) a U.S. Person or (y) a person (other than a U.S. Person) subject to United States income taxation on a net basis on income derived from the Residual Certificate shall be void and of no effect. The foregoing restriction shall cease to have any effect with respect to a transfer of a Residual Certificate to a person that is not a U.S. Person only if Xxxxxx Xxx has consented to such transfer expressly in writing. (f) A Residual Certificate issued upon any registration of transfer thereof shall be the valid obligation of Xxxxxx Mae and entitled to the same benefits under this Trust Agreement as the Residual Certificate surrendered upon such registration of transfer. (g) A service charge in an amount determined by Xxxxxx Xxx (such amount being based on a service charge schedule on file in the Corporate Trust Office of the Certificate Registrar and in the office of the Corporate Secretary of Xxxxxx Mae) shall be made for any registration of transfer of the Residual Certificate, and Xxxxxx Xxx may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer of the Residual Certificate, other than exchanges pursuant to Section 5.06 hereof not involving any transfer.

Registration and Registration of Transfer of Residual Certificate. (a) Xxxxxx Xxx Mae shall cause to be kept at the office or agency to be maintained by it pursuant to Section 5.05 hereof, a register (the “Certificate Register”) in which, subject to such reasonable regulations as it may prescribe, Xxxxxx Mae Xxx shall provide for the registration of the Residual Certificate and the registration of transfers of the Residual Certificate. Xxxxxx Xxx Mae hereby initially appoints State Street US Bank and Trust Company at its Corporate Trust Office corporate trust office as Certificate Registrar and Transfer Agent for the purpose of registration of the Residual Certificate and transfers thereof, as provided herein. Upon any resignation of any Certificate Registrar or Transfer Agent, Xxxxxx Mae Xxx shall promptly appoint a successor or, in the absence of such appointment, assume the duties of Certificate Registrar or Transfer Agent, as the case may be. (b) Upon surrender for registration of transfer of any the Residual Certificate in accordance with this Section 5.02 at the office or agency of Xxxxxx Xxx Mae maintained for such purpose pursuant to Section 5.05 hereof, Xxxxxx Mae Xxx shall execute, and the Certificate Registrar shall authenticate and make available, in the name of the designated transferee, a new Residual Certificate. A Residual Certificate presented or surrendered for registration of transfer shall (if so required by Xxxxxx XxxMae, the Trustee or the Certificate Registrar) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to Xxxxxx Mae Xxx and the Certificate Registrar duly executed by, the Holder thereof or such Holder’s attorney duly authorized in writing, and shall be accompanied by such other documents as Xxxxxx Xxx Mae or the Trustee may require. (c) Any purported transfer of record or beneficial ownership, direct or indirect (whether pursuant to a purchase, a default under a secured lending agreement or otherwise), to a Disqualified Organization of any the Residual Certificate, or any beneficial interest therein, shall be void and of no effect. In no event shall the Certificate Registrar accept surrender for transfer, registration of transfer, or register the transfer, of any Residual Certificate nor authenticate and make available any new Residual Certificate unless the Certificate Registrar has received a properly executed United States Internal Revenue Service Form W-9 (or a Form W-8ECI, in the case of a proposed transferee (other than a U.S. Person) subject to United States income taxation on a net basis on income derived from the Residual Certificate) together with an affidavit from the proposed transferee in the form attached hereto as Exhibit C. The foregoing restrictions that are applicable to the prevention of a transfer of a Residual Certificate to a Disqualified Organization shall cease to have any further effect (and the applicable portions of the legend to the Residual Certificate may be deleted) in the event that Xxxxxx Mae Xxx determines, upon the advice of its tax counsel, that such restrictions are not necessary to preclude the imposition of a tax on the Trust Fund or upon the transferor of a Residual Certificate, or to maintain the qualification of the Trust as a REMIC and, as a result of such determination, this Trust Agreement is amended to declare such restrictions to be of no further effect. (d) Under the Regulations, any purported transfer to a U.S. Person of record or beneficial ownership, direct or indirect (whether pursuant to a purchase, a default under a secured lending agreement or otherwise), of a Residual Certificate that is a “noneconomic residual interest” within the meaning of the Regulations for the purpose of avoiding or impeding the assessment or collection of tax shall be disregarded for all U.S. Federal tax purposes. The affidavit required to be supplied by each transferee of a Residual Certificate pursuant to Section 5.02(c) (attached hereto as Exhibit C) also shall contain a statement that no purpose of the transfer of the Residual Certificate is to avoid or impede the assessment or collection of tax, that the proposed transferee understands that it may incur tax liabilities in excess of any cash flows generated by the a Residual Certificate and Certificate, that it intends to pay taxes associated with holding the Residual Certificate as they become due, and that it will not cause income from the Residual Certificate to be attributable to a foreign permanent establishment or fixed base of the proposed transferee or another U.S. taxpayer. (e) Any purported transfer of record or beneficial ownership, direct or indirect (whether pursuant to a purchase, a default under a secured lending agreement or otherwise), to of a person that is not a U.S. Person of the Residual Certificate, or any beneficial interest therein, (i) to a Person that is not (x) a U.S. Person or (y) a Person (other than a U.S. Person) subject to United States income taxation on a net basis on income derived from the Residual Certificate or (ii) to a partnership of which any Person or entity that holds an interest (directly, or indirectly through a pass-thru entity) is not (x) a U.S. Person or (y) a Person (other than a U.S. Person) subject to United States income taxation on a net basis on income derived from the Residual Certificate shall be void and of no effect. The foregoing restriction shall cease to have any effect with respect to a transfer of a Residual Certificate to a person that is not a U.S. Person only if Xxxxxx Xxx has consented to such transfer expressly in writing. (f) A Residual Certificate issued upon any registration of transfer thereof shall be the valid obligation of Xxxxxx Mae and entitled to the same benefits under this Trust Agreement as the Residual Certificate surrendered upon such registration of transfer. (g) A service charge in an amount determined by Xxxxxx Xxx (such amount being based on a service charge schedule on file in the Corporate Trust Office of the Certificate Registrar and in the office of the Corporate Secretary of Xxxxxx Mae) shall be made for any registration of transfer of the a Residual Certificate, and Xxxxxx Xxx may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer of the a Residual Certificate, other than exchanges pursuant to Section 5.06 hereof not involving any transfer.

Registration and Registration of Transfer of Residual Certificate. (a) Xxxxxx Xxx Mae shall cause to be kept at the office or agency to be maintained by it pursuant to Section 5.05 hereof, a register (the “Certificate Register”) in which, subject to such reasonable regulations as it may prescribe, Xxxxxx Mae Xxx shall provide for the registration of the Residual Certificate and the registration of transfers of the Residual Certificate. Xxxxxx Xxx Mae hereby initially appoints State Street US Bank and Trust Company at its Corporate Trust Office as Certificate Registrar and Transfer Agent for the purpose of registration of the Residual Certificate and transfers thereof, as provided herein. Upon any resignation of any Certificate Registrar or Transfer Agent, Xxxxxx Mae Xxx shall promptly appoint a successor or, in the absence of such appointment, assume the duties of Certificate Registrar or Transfer Agent, as the case may be. (b) Upon surrender for registration of transfer of any Residual Certificate in accordance with this Section 5.02 at the office or agency of Xxxxxx Xxx Mae maintained for such purpose pursuant to Section 5.05 hereof, Xxxxxx Mae Xxx shall execute, and the Certificate Registrar shall authenticate and make available, in the name of the designated transferee, a new Residual Certificate. A Residual Certificate presented or surrendered for registration of transfer shall (if so required by Xxxxxx XxxMae, the Trustee or the Certificate Registrar) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to Xxxxxx Mae Xxx and the Certificate Registrar duly executed by, the Holder thereof or such Holder’s attorney duly authorized in writing, and shall be accompanied by such other documents as Xxxxxx Xxx Mae or the Trustee may require. (c) Any purported transfer of record or beneficial ownership, direct or indirect (whether pursuant to a purchase, a default under a secured lending agreement or otherwise), to a Disqualified Organization of any Residual Certificate, or any beneficial interest therein, shall be void and of no effect. In no event shall the Certificate Registrar accept surrender for transfer, registration of transfer, or register the transfer, of any Residual Certificate nor authenticate and make available any new Residual Certificate unless the Certificate Registrar has received a properly executed United States Internal Revenue Service Form W-9 (or a Form W-8ECI, in the case of a proposed transferee (other than a U.S. Person) subject to United States income taxation on a net basis on income derived from the Residual Certificate) together with an affidavit from the proposed transferee in the form attached hereto as Exhibit C. The foregoing restrictions that are applicable to the prevention of a transfer of a Residual Certificate to a Disqualified Organization shall cease to have any further effect (and the applicable portions of the legend to the Residual Certificate may be deleted) in the event that Xxxxxx Mae Xxx determines, upon the advice of its tax counsel, that such restrictions are not necessary to preclude the imposition of a tax on the Trust Fund or upon the transferor of a Residual Certificate, or to maintain the qualification of the Trust as a REMIC and, as a result of such determination, this Trust Agreement is amended to declare such restrictions to be of no further effect. (d) Under the Regulations, any purported transfer to a U.S. Person of record or beneficial ownership, direct or indirect (whether pursuant to a purchase, a default under a secured lending agreement or otherwise), of a Residual Certificate that is a “noneconomic residual interest” within the meaning of the Regulations for the purpose of avoiding or impeding the assessment or collection of tax shall be disregarded for all U.S. Federal tax purposes. The affidavit required to be supplied by each transferee of a Residual Certificate pursuant to Section 5.02(c) (attached hereto as Exhibit C) also shall contain a statement that no purpose of the transfer of the Residual Certificate is to avoid or impede the assessment or collection of tax, that the proposed transferee understands that it may incur tax liabilities in excess of any cash flows generated by the Residual Certificate and Certificate, that it intends to pay taxes associated with holding the Residual Certificate as they become due, and that it will not cause income from the Residual Certificate to be attributable to a foreign permanent establishment or fixed base of the proposed transferee or another U.S. taxpayer. (e) Any purported transfer of record or beneficial ownership, direct or indirect (whether pursuant to a purchase, a default under a secured lending agreement or otherwise), to of a person that is not a U.S. Person of the Residual Certificate, or any beneficial interest therein, (i) to a Person that is not (x) a U.S. Person or (y) a Person (other than a U.S. Person) subject to United States income taxation on a net basis on income derived from the Residual Certificate or (ii) to a partnership of which any Person or entity that holds an interest (directly, or indirectly through a pass-through entity) is not (x) a U.S. Person or (y) a Person (other than a U.S. Person) subject to United States income taxation on a net basis on income derived from the Residual Certificate shall be void and of no effect. The foregoing restriction shall cease to have any effect with respect to a transfer of a Residual Certificate to a person that is not a U.S. Person only if Xxxxxx Xxx Mae has consented to such transfer expressly in writing. (f) A Residual Certificate issued upon any registration of transfer thereof shall be the valid obligation of Xxxxxx Mae Xxx and entitled to the same benefits under this Trust Agreement as the Residual Certificate surrendered upon such registration of transfer. (g) A service charge in an amount determined by Xxxxxx Xxx Mae (such amount being based on a service charge schedule on file in the Corporate Trust Office of the Certificate Registrar and in the office of the Corporate Secretary of Xxxxxx MaeXxx) shall be made for any registration of transfer of the Residual Certificate, and Xxxxxx Xxx Mae may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer of the Residual Certificate, other than exchanges pursuant to Section 5.06 hereof not involving any transfer.

Registration and Registration of Transfer of Residual Certificate. (a) Xxxxxx Xxx Mae shall cause to be kept at the office or agency to be maintained by it pursuant to Section 5.05 hereof, a register (the “Certificate Register”) in which, subject to such reasonable regulations as it may prescribe, Xxxxxx Mae Xxx shall provide for the registration of the Residual Certificate and the registration of transfers of the Residual Certificate. Xxxxxx Xxx Mae hereby initially appoints State Street US Bank and Trust Company at its Corporate Trust Office as Certificate Registrar and Transfer Agent for the purpose of registration of the Residual Certificate and transfers thereof, as provided herein. Upon any resignation of any Certificate Registrar or Transfer Agent, Xxxxxx Mae Xxx shall promptly appoint a successor or, in the absence of such appointment, assume the duties of Certificate Registrar or Transfer Agent, as the case may be. (b) Upon surrender for registration of transfer of any Residual Certificate in accordance with this Section 5.02 at the office or agency of Xxxxxx Xxx Mae maintained for such purpose pursuant to Section 5.05 hereof, Xxxxxx Mae Xxx shall execute, and the Certificate Registrar shall authenticate and make available, in the name of the designated transferee, a new Residual Certificate. A Residual Certificate presented or surrendered for registration of transfer shall (if so required by Xxxxxx XxxMae, the Trustee or the Certificate Registrar) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to Xxxxxx Mae and the Certificate Registrar duly executed by, the Holder thereof or such Holder’s attorney duly authorized in writing, and shall be accompanied by such other documents as Xxxxxx Xxx or the Trustee may require. (c) Any purported transfer of record or beneficial ownership, direct or indirect (whether pursuant to a purchase, a default under a secured lending agreement or otherwise), to a Disqualified Organization of any Residual Certificate, or any beneficial interest therein, shall be void and of no effect. In no event shall the Certificate Registrar accept surrender for transfer, registration of transfer, or register the transfer, of any Residual Certificate nor authenticate and make available any new Residual Certificate unless the Certificate Registrar has received a properly executed United States Internal Revenue Service Form W-9 (or a Form W-8ECI, in the case of a proposed transferee (other than a U.S. Person) subject to United States income taxation on a net basis on income derived from the Residual Certificate) together with an affidavit from the proposed transferee in the form attached hereto as Exhibit C. The foregoing restrictions that are applicable to the prevention of a transfer of a Residual Certificate to a Disqualified Organization shall cease to have any further effect (and the applicable portions of the legend to the Residual Certificate may be deleted) in the event that Xxxxxx Mae determines, upon the advice of its tax counsel, that such restrictions are not necessary to preclude the imposition of a tax on the Trust Fund or upon the transferor of a Residual Certificate, or to maintain the qualification of the Trust as a REMIC and, as a result of such determination, this Trust Agreement is amended to declare such restrictions to be of no further effect. (d) Under the Regulations, any purported transfer to a U.S. Person of record or beneficial ownership, direct or indirect (whether pursuant to a purchase, a default under a secured lending agreement or otherwise), of a Residual Certificate that is a “noneconomic residual interest” within the meaning of the Regulations for the purpose of avoiding or impeding the assessment or collection of tax shall be disregarded for all U.S. Federal tax purposes. The affidavit required to be supplied by each transferee of a Residual Certificate pursuant to Section 5.02(c) (attached hereto as Exhibit C) also shall contain a statement that no purpose of the transfer of the Residual Certificate is to avoid or impede the assessment or collection of tax, that the proposed transferee understands that it may incur tax liabilities in excess of any cash flows generated by the Residual Certificate and Certificate, that it intends to pay taxes associated with holding the Residual Certificate as they become due, and that it will not cause income from the Residual Certificate to be attributable to a foreign permanent establishment or fixed base of the proposed transferee or another U.S. taxpayer. (e) Any purported transfer of record or beneficial ownership, direct or indirect (whether pursuant to a purchase, a default under a secured lending agreement or otherwise), to of a person that is not a U.S. Person of the Residual Certificate, or any beneficial interest therein, (i) to a Person that is not (x) a U.S. Person or (y) a Person (other than a U.S. Person) subject to United States income taxation on a net basis on income derived from the Residual Certificate or (ii) to a partnership of which any Person or entity that holds an interest (directly, or indirectly through a pass-through entity) is not (x) a U.S. Person or (y) a Person (other than a U.S. Person) subject to United States income taxation on a net basis on income derived from the Residual Certificate shall be void and of no effect. The foregoing restriction shall cease to have any effect with respect to a transfer of a Residual Certificate to a person that is not a U.S. Person only if Xxxxxx Xxx has consented to such transfer expressly in writing. (f) A Residual Certificate issued upon any registration of transfer thereof shall be the valid obligation of Xxxxxx Mae and entitled to the same benefits under this Trust Agreement as the Residual Certificate surrendered upon such registration of transfer. (g) A service charge in an amount determined by Xxxxxx Xxx (such amount being based on a service charge schedule on file in the Corporate Trust Office of the Certificate Registrar and in the office of the Corporate Secretary of Xxxxxx Mae) shall be made for any registration of transfer of the Residual Certificate, and Xxxxxx Xxx may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer of the Residual Certificate, other than exchanges pursuant to Section 5.06 hereof not involving any transfer.

Registration and Registration of Transfer of Residual Certificate. (a) Xxxxxx Xxx shall cause to be kept at the office or agency to be maintained by it pursuant to Section 5.05 hereof, a register (the “Certificate Register”) in which, subject to such reasonable regulations as it may prescribe, Xxxxxx Mae shall provide for the registration of the Residual Certificate and the registration of transfers of the Residual Certificate. Xxxxxx Xxx hereby initially appoints State Street Bank and Trust Company at its Corporate Trust Office as Certificate Registrar and Transfer Agent for the purpose of registration of the Residual Certificate and transfers thereof, as provided herein. Upon any resignation of any Certificate Registrar or Transfer Agent, Xxxxxx Mae shall promptly appoint a successor or, in the absence of such appointment, assume the duties of Certificate Registrar or Transfer Agent, as the case may be. (b) Upon surrender for registration of transfer of any Residual Certificate in accordance with this Section 5.02 at the office or agency of Xxxxxx Xxx maintained for such purpose pursuant to Section 5.05 hereof, Xxxxxx Mae shall execute, and the Certificate Registrar shall authenticate and make available, in the name of the designated transferee, a new Residual Certificate. A Residual Certificate presented or surrendered for registration of transfer shall (if so required by Xxxxxx Xxx, the Trustee or the Certificate Registrar) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to Xxxxxx Mae and the Certificate Registrar duly executed by, the Holder thereof or such Holder’s attorney duly authorized in writing, and shall be accompanied by such other documents as Xxxxxx Xxx or the Trustee may require. (c) Any purported transfer of record or beneficial ownership, direct or indirect (whether pursuant to a purchase, a default under a secured lending agreement or otherwise), to a Disqualified Organization of any Residual Certificate, or any beneficial interest therein, shall be void and of no effect. In no event shall the Certificate Registrar accept surrender for transfer, registration of transfer, or register the transfer, of any Residual Certificate nor authenticate and make available any new Residual Certificate unless the Certificate Registrar has received a properly executed United States Internal Revenue Service Form W-9 (or a Form W8-ECI, in the case of a proposed transferee (other than a U.S. Person) subject to United States income taxation on a net basis on income derived from the Residual Certificate) together with an affidavit from the proposed transferee in the form attached hereto as Exhibit C. The foregoing restrictions that are applicable to the prevention of a transfer of a Residual Certificate to a Disqualified Organization shall cease to have any further effect (and the applicable portions of the legend to the Residual Certificate may be deleted) in the event that Xxxxxx Mae determines, upon the advice of its tax counsel, that such restrictions are not necessary to preclude the imposition of a tax on the Trust Fund or upon the transferor of a Residual Certificate, or to maintain the qualification of the Trust as a REMIC and, as a result of such determination, this Trust Agreement is amended to declare such restrictions to be of no further effect. (d) Under the Regulations, any purported transfer to a U.S. Person of record or beneficial ownership, direct or indirect (whether pursuant to a purchase, a default under a secured lending agreement or otherwise), of a Residual Certificate that is a “noneconomic residual interest” within the meaning of the Regulations for the purpose of avoiding or impeding the assessment or collection of tax shall be disregarded for all U.S. Federal tax purposes. The affidavit required to be supplied by each transferee of a Residual Certificate pursuant to Section 5.02(c) (attached hereto as Exhibit C) also shall contain a statement that no purpose of the transfer of the Residual Certificate is to avoid or impede the assessment or collection of tax, that the proposed transferee understands that it may incur tax liabilities in excess of any cash flows generated by the Residual Certificate and that it intends to pay taxes associated with holding the Residual Certificate as they become due. (e) Any purported transfer of record or beneficial ownership, direct or indirect (whether pursuant to a purchase, a default under a secured lending agreement or otherwise), to a person that is not a U.S. Person of the Residual Certificate, or any beneficial interest therein, (i) to a person that is not (x) a U.S. Person or (y) a person (other than a U.S. Person) subject to United States income taxation on a net basis on income derived from the Residual Certificate or (ii) to a partnership of which any person or entity that holds an interest (directly, or indirectly through a pass-through entity) is not (x) a U.S. Person or (y) a person (other than a U.S. Person) subject to United States income taxation on a net basis on income derived from the Residual Certificate shall be void and of no effect. The foregoing restriction shall cease to have any effect with respect to a transfer of a the Residual Certificate to a person that is not a U.S. Person only if Xxxxxx Xxx has consented to such transfer expressly in writing. (f) A Residual Certificate issued upon any registration of transfer thereof shall be the valid obligation of Xxxxxx Mae and entitled to the same benefits under this Trust Agreement as the Residual Certificate surrendered upon such registration of transfer. (g) A service charge in an amount determined by Xxxxxx Xxx (such amount being based on a service charge schedule on file in the Corporate Trust Office of the Certificate Registrar and in the office of the Corporate Secretary of Xxxxxx Mae) shall be made for any registration of transfer of the Residual Certificate, and Xxxxxx Xxx may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer of the Residual Certificate, other than exchanges pursuant to Section 5.06 hereof not involving any transfer.