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Common use of Registration of Transfer and Exchange of Certificates Clause in Contracts

Registration of Transfer and Exchange of Certificates. The Trustee on behalf of the Trust shall cause to be maintained at one of its offices or at its designated agent, a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject to such reasonable rules and regulations as the Trustee may prescribe, the Certificate Register shall be amended from time to time by the Trustee or its agent to reflect notice of any changes received by the Trustee or its agent pursuant to Section 10.06. The Trustee hereby appoints itself as the initial Certificate Registrar. Upon surrender for registration of transfer of any Certificate to the Trustee at the Corporate Trust Office of the Trustee, or such other address or agency as may hereafter be provided to the Servicer in writing by the Trustee, the Trustee on behalf of the Trust shall execute, and the Trustee or any Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of Authorized Denominations. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in Authorized Denominations of like Certificate Principal Balance or Percentage Interest, as applicable, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee on behalf of the Trust shall execute, and the Trustee, or any Authenticating Agent, shall authenticate and deliver, the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for transfer shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee or any Authenticating Agent and duly executed by, the Holder thereof or such Xxxxxx’s attorney duly authorized in writing. A reasonable service charge may be made for any such exchange or transfer of Certificates, and the Trustee may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any exchange or transfer of Certificates. All Certificates surrendered for exchange or transfer shall be cancelled by the Trustee or any Authenticating Agent.

Appears in 63 contracts

Samples: Pooling and Servicing Agreement (Washington Mutual Mortgage Pass-Through Certificates, WMALT Series 2006-6), Pooling and Servicing Agreement (WaMu Mortgage Pass-Through Certificates, Series 2006-Ar6), Pooling and Servicing Agreement (Washington Mutual Mortgage Pass-Through Certificates, WMALT Series 2005-11)

Registration of Transfer and Exchange of Certificates. The Trustee on behalf of the Trust shall cause to be maintained at one of its offices or at its designated agent, a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject to such reasonable rules and regulations as the Trustee may prescribe, the Certificate Register shall be amended from time to time by the Trustee or its agent to reflect notice of any changes received by the Trustee or its agent pursuant to Section 10.06. The Trustee hereby appoints itself as the initial Certificate Registrar. Upon surrender for registration of transfer of any Certificate to the Trustee at the Corporate Trust Office of the TrusteeTrustee or at the office of State Street Bank and Trust Company, N.A., 00 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Corporate Trust Window, or such other address or agency as may hereafter be provided to the Master Servicer in writing by the Trustee, the Trustee on behalf of the Trust shall execute, and the Trustee or any Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of Authorized DenominationsDenominations of like Percentage Interest. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in Authorized Denominations of like Certificate Principal Balance or Percentage Interest, as applicable, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee on behalf of the Trust shall execute, and the Trustee, or any Authenticating Agent, shall authenticate and deliver, the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for transfer shall (if so required by the Trustee or any Authenticating Agent) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee or any Authenticating Agent and duly executed by, the Holder thereof or such Xxxxxx’s Holder's attorney duly authorized in writing. A reasonable service charge may be made for any such exchange or transfer of Certificates, and the Trustee may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any exchange or transfer of Certificates. All Certificates surrendered for exchange or transfer shall be cancelled by the Trustee or any Authenticating Agent.

Appears in 22 contracts

Samples: Pooling and Servicing Agreement (Wamu Mortgage Pass Through Cert Series 2001-S8), Pooling and Servicing Agreement (PNC Mortgage Securities Corp Mort Pass Thru Cert Ser 2000 4), Pooling and Servicing Agreement (Mortgage Pass- Through Certificates Series 2001-9)

Registration of Transfer and Exchange of Certificates. The Trustee on behalf of the Trust Securities Administrator shall cause to be maintained at one of its offices or kept at its designated agent, Corporate Trust Office a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject which, subject to such reasonable rules and regulations as the Trustee it may prescribe, the Securities Administrator shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The Securities Administrator will initially serve as Certificate Register shall be amended from time Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Securities Administrator may appoint any other Person to time by the Trustee or its agent to reflect notice of any changes received by the Trustee or its agent pursuant act as Certificate Registrar hereunder. Subject to Section 10.06. The Trustee hereby appoints itself as the initial Certificate Registrar. Upon 5.05, upon surrender for registration of transfer of any Certificate to the Trustee at the Corporate Trust Office of the Trustee, Securities Administrator or such at any other address office or agency as may hereafter be provided to of the Servicer in writing by the TrusteeSecurities Administrator maintained for such purpose, the Trustee on behalf of the Trust Securities Administrator shall execute, execute and the Trustee or any Authenticating Agent Certificate Registrar shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of Authorized Denominationsthe same Class of a like aggregate Percentage Interest. At the option of the Certificateholders, Certificates each Certificate may be exchanged for other Certificates in Authorized Denominations of the same Class with the same and authorized denominations and a like Certificate Principal Balance or aggregate Percentage Interest, as applicable, upon surrender of the Certificates such Certificate to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee on behalf of Securities Administrator shall execute and cause the Trust shall execute, and the Trustee, or any Authenticating Agent, shall Certificate Registrar to authenticate and deliver, deliver the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for transfer or exchange shall (if so required by the Securities Administrator) be duly endorsed by, or be accompanied by a written instrument of transfer in the form satisfactory to the Trustee or any Authenticating Agent and Securities Administrator duly executed by, the Holder thereof or such Xxxxxx’s his attorney duly authorized in writing. A reasonable No service charge may to the Certificateholders shall be made for any such transfer or exchange or transfer of Certificates, and but the Trustee Securities Administrator may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange or transfer of Certificates. All Certificates surrendered for transfer and exchange or transfer shall be cancelled destroyed by the Trustee or any Authenticating AgentCertificate Registrar. The Securities Administrator will cause the Certificate Registrar (unless the Securities Administrator is acting as Certificate Registrar) to provide notice to the Securities Administrator of each transfer of a Certificate, and the Certificate Registrar will provide the Securities Administrator with an updated copy of the Certificate Register on January 1 and July 1 of each year.

Appears in 20 contracts

Samples: Trust Agreement (Gs Mortgage Securities Corp), Master Servicing and Trust Agreement (GSR Mortgage Loan Trust 2006-9f), Master Servicing and Trust Agreement (STARM Mortgage Loan Trust 2007-4)

Registration of Transfer and Exchange of Certificates. The Trustee on behalf of the Trust shall cause to be maintained at one of its offices or at its designated agent, a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject to such reasonable rules and regulations as the Trustee may prescribe, the Certificate Register shall be amended from time to time by the Trustee or its agent to reflect notice of any changes received by the Trustee or its agent pursuant to Section 10.06. The Trustee hereby appoints itself as the initial Certificate Registrar. Upon surrender for registration of transfer of any Certificate to the Trustee at the Corporate Trust Office of the Trustee, or such other address or agency as may hereafter be provided to the Servicer in writing by the Trustee, the Trustee on behalf of the Trust shall execute, and the Trustee or any Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of Authorized Denominations. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in Authorized Denominations of like Certificate Principal Balance or Percentage Interest, as applicable, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee on behalf of the Trust shall execute, and the Trustee, or any Authenticating Agent, shall authenticate and deliver, the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for transfer shall (if so required by the Trustee or any Authenticating Agent) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee or any Authenticating Agent and duly executed by, the Holder thereof or such Xxxxxx’s attorney duly authorized in writing. A reasonable service charge may be made for any such exchange or transfer of Certificates, and the Trustee may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any exchange or transfer of Certificates. All Certificates surrendered for exchange or transfer shall be cancelled by the Trustee or any Authenticating Agent.

Appears in 15 contracts

Samples: Pooling and Servicing Agreement (Washington Mutual Mortgage Pass-Through Certificates, WMALT Series 2005-7), Pooling and Servicing Agreement (Washington Mutual Mortgage Pass-Through Certificates, WMALT Series 2005-2), Pooling and Servicing Agreement (Washington Mutual Mortgage Pass-Through Certificates, WMALT Series 2005-3)

Registration of Transfer and Exchange of Certificates. (a) The Trustee on behalf of the Trust Certificate Registrar shall keep or cause to be kept, at the office or agency maintained at one of its offices or at its designated agentpursuant to Section 3.07, a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject which, subject to such reasonable rules and regulations as the Trustee it may prescribe, Wilmington Trust Company shall provide for the Certificate Register registration of Certificates and of transfers and exchanges of Certificates as herein provided. Wilmington Trust Company shall be amended from time to time by the Trustee or its agent to reflect notice of any changes received by the Trustee or its agent pursuant to Section 10.06. The Trustee hereby appoints itself as the initial Certificate Registrar. In the event that the Certificate Registrar shall for any reason become unable to act as Certificate Registrar, the Certificate Registrar shall promptly give written notice to such effect to the Depositor, the Owner Trustee and the Servicer. Upon receipt of such notice, the Servicer shall appoint another bank or trust company, which shall agree to act in accordance with the provisions of this Agreement applicable to it, and otherwise acceptable to the Owner Trustee, to act as successor Certificate Registrar under this Agreement. (b) Upon surrender for registration of transfer of any Certificate to the Trustee at the Corporate Trust Office of the Trustee, or such other address office or agency as may hereafter be provided maintained pursuant to the Servicer in writing by the TrusteeSection 3.07, the Owner Trustee on behalf of the Trust shall execute, authenticate and the Trustee deliver (or any Authenticating Agent shall cause its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations of Authorized Denominationsa like aggregate amount dated the date of authentication by the Owner Trustee or any authenticating agent. At the option of the Certificateholdersa Holder, Certificates may be exchanged for other Certificates in Authorized Denominations of authorized denominations of a like Certificate Principal Balance or Percentage Interest, as applicable, aggregate amount upon surrender of the Certificates to be exchanged at any such the office or agencyagency maintained pursuant to Section 3.07. Whenever any Certificates are so surrendered for exchangeThe preceding provisions of this Section notwithstanding, the Owner Trustee on behalf of the Trust shall execute, not make and the Trustee, Certificate Registrar shall not register transfer or exchanges of Certificates for a period of 15 days preceding the due date for any Authenticating Agent, shall authenticate and deliver, payment with respect to the Certificates which the Certificateholder making the exchange is entitled to receive. Certificates. (c) Every Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee or any Authenticating Agent and the Certificate Registrar duly executed by, by the Holder thereof or such Xxxxxx’s his attorney duly authorized in writing. A reasonable Each Certificate surrendered for registration of transfer or exchange shall be cancelled and disposed of by the Owner Trustee in accordance with its customary practice. No transfer of a Certificate shall be made unless the Owner Trustee shall have received: (1) a representation from the transferee of such Certificate substantially in the form of Exhibit B to the effect that: (i) such transferee is not a Non-U.S. Person; and (ii) such transferee is not a Benefit Plan; (2) a representation from the transferor of such Certificate substantially in the form of Exhibit C; and (3) an opinion of counsel to the Owner Trustee that the transfer of such Certificate is being made pursuant to an effective registration under the Securities Act or is exempt from the registration requirements of the Securities Act. Notwithstanding anything else to the contrary herein, any purported transfer of a Certificate to or on behalf of a Benefit Plan or utilizing the assets of a Benefit Plan shall be void and of no effect. To the extent permitted under applicable law (including, but not limited to, ERISA), the Owner Trustee shall be under no liability to any Person for any registration of transfer of any Certificate that is in fact not permitted by this Section 3.03(c) or for making any payments due on such Certificate to the Certificateholder thereof or taking any other action with respect to such Holder under the provisions of this Trust Agreement or the Sale and Servicing Agreement so long as the transfer was registered by the Certificate Registrar or the Owner Trustee in accordance with the foregoing requirements. (d) No service charge may shall be made for any such registration of transfer or exchange or transfer of Certificates, and but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange or transfer of Certificates. All Certificates surrendered for exchange or transfer shall be cancelled by the Trustee or any Authenticating Agent.

Appears in 13 contracts

Samples: Trust Agreement (Nissan Auto Receivables 2010-a Owner Trust), Trust Agreement (Nissan Auto Receivables 2010-a Owner Trust), Trust Agreement (Nissan Auto Receivables Corp Ii)

Registration of Transfer and Exchange of Certificates. The Trustee on behalf of the Trust Securities Administrator shall cause to be maintained at one of its offices or at its designated agentkept a certificate register in which, a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject subject to such reasonable rules and regulations as the Trustee it may prescribe, the Securities Administrator shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The Securities Administrator will initially serve as Certificate Register shall be amended from time Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Securities Administrator may appoint any other Person to time by the Trustee or its agent to reflect notice of any changes received by the Trustee or its agent pursuant act as Certificate Registrar hereunder. Subject to Section 10.06. The Trustee hereby appoints itself as the initial Certificate Registrar. Upon 5.05, upon surrender for registration of transfer of any Certificate to the Trustee at the Corporate Trust Office of the Trustee, Securities Administrator or such at any other address office or agency as may hereafter be provided to of the Servicer in writing by the TrusteeSecurities Administrator maintained for such purpose, the Trustee on behalf of the Trust Securities Administrator shall execute, execute and the Trustee or any Authenticating Agent Certificate Registrar shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of Authorized Denominationsthe same Class of a like aggregate Percentage Interest. At the option of the Certificateholders, Certificates each Certificate may be exchanged for other Certificates in Authorized Denominations of the same Class with the same authorized denominations and a like Certificate Principal Balance or aggregate Percentage Interest, as applicable, upon surrender of the Certificates such Certificate to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee on behalf of Securities Administrator shall execute and cause the Trust shall execute, and the Trustee, or any Authenticating Agent, shall Certificate Registrar to authenticate and deliver, deliver the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for transfer or exchange shall (if so required by the Securities Administrator) be duly endorsed by, or be accompanied by a written instrument of transfer in the form satisfactory to the Trustee or any Authenticating Agent and Securities Administrator duly executed by, the Holder thereof or such Xxxxxx’s his attorney duly authorized in writing. A reasonable No service charge may to the Certificateholders shall be made for any such transfer or exchange or transfer of Certificates, and but the Trustee Securities Administrator may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange or transfer of Certificates. All Certificates surrendered for transfer and exchange or transfer shall be cancelled destroyed by the Trustee or any Authenticating AgentCertificate Registrar. The Securities Administrator will cause the Certificate Registrar (unless the Securities Administrator is acting as Certificate Registrar) to provide notice to the Securities Administrator of each transfer of a Certificate, and the Certificate Registrar will provide the Securities Administrator with an updated copy of the Certificate Register on January 1 and July 1 of each year.

Appears in 12 contracts

Samples: Master Servicing and Trust Agreement (GSR Mortgage Loan Trust 2005-Ar3), Master Servicing and Trust Agreement (GSR Mortgage Loan Trust 2005-Ar2), Master Servicing and Trust Agreement (GSR Mortgage Loan Trust 2004-14)

Registration of Transfer and Exchange of Certificates. The Trustee on behalf of the Trust shall cause to be maintained at one of its offices or at its designated agent, a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject to such reasonable rules and regulations as the Trustee may prescribe, the Certificate Register shall be amended from time to time by the Trustee or its agent to reflect notice of any changes received by the Trustee or its agent pursuant to Section 10.06. The Trustee hereby appoints itself as the initial Certificate Registrar. Upon surrender for registration of transfer of any Certificate to the Trustee at the Corporate Trust Office of the TrusteeTrustee or at the office of U.S. Bank National Association, U.S. Bank Trust New York, 000 Xxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000, Attention: Corporate Trust Window, or such other address or agency as may hereafter be provided to the Master Servicer in writing by the Trustee, the Trustee on behalf of the Trust shall execute, and the Trustee or any Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of Authorized Denominations. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in Authorized Denominations of like Certificate Principal Balance or Percentage Interest, as applicable, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee on behalf of the Trust shall execute, and the Trustee, or any Authenticating Agent, shall authenticate and deliver, the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for transfer shall (if so required by the Trustee or any Authenticating Agent) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee or any Authenticating Agent and duly executed by, the Holder thereof or such XxxxxxHolder’s attorney duly authorized in writing. A reasonable service charge may be made for any such exchange or transfer of Certificates, and the Trustee may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any exchange or transfer of Certificates. All Certificates surrendered for exchange or transfer shall be cancelled by the Trustee or any Authenticating Agent.

Appears in 11 contracts

Samples: Pooling and Servicing Agreement (Wamu Mortgage Pass Through Certs Series 2003-S5), Pooling and Servicing Agreement (Washington Mutual Mort Sec Corp Wamu Mo Pa Th Ce Se 03 S6), Pooling and Servicing Agreement (MSC Mortgage Pass Through Certificates Series 2003-Ar3)

Registration of Transfer and Exchange of Certificates. The Trustee on behalf of the Trust shall cause to be maintained at one of its offices or at its designated agent, a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject to such reasonable rules and regulations as the Trustee may prescribe, the Certificate Register shall be amended from time to time by the Trustee or its agent to reflect notice of any changes received by the Trustee or its agent pursuant to Section 10.06. The Trustee hereby appoints itself as the initial Certificate Registrar. Upon surrender for registration of transfer of any Certificate to the Trustee at the Corporate Trust Office office of the Trustee’s agent at DTC Transfer Agent Services, 00 Xxxxx Xxxxxx, Xxxxxxxx Xxxx Entrance, New York, New York 10041, Attention: Xxxxxx Xxxxx, or at DB Services Tennessee, Inc., 000 Xxxxxxxxx Xxxx Xxxx, Xxxxxxxxx, XX 00000, Attention: Transfer Department, or such other address or agency as may hereafter be provided to the Master Servicer in writing by the Trustee, the Trustee on behalf of the Trust shall execute, and the Trustee or any Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of Authorized Denominations. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in Authorized Denominations of like Certificate Principal Balance or Percentage Interest, as applicable, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee on behalf of the Trust shall execute, and the Trustee, or any Authenticating Agent, shall authenticate and deliver, the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for transfer shall (if so required by the Trustee or any Authenticating Agent) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee or any Authenticating Agent and duly executed by, the Holder thereof or such XxxxxxHolder’s attorney duly authorized in writing. A reasonable service charge may be made for any such exchange or transfer of Certificates, and the Trustee may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any exchange or transfer of Certificates. All Certificates surrendered for exchange or transfer shall be cancelled by the Trustee or any Authenticating Agent.

Appears in 10 contracts

Samples: Pooling and Servicing Agreement (Washington Mutual Mort Sec Corp Wamu Mo Ps Th Ce Se 03 Ar9), Pooling and Servicing Agreement (Wamu Mortgage Pass Through Cer Ser 2003-Ar8), Pooling and Servicing Agreement (Wamu Mortgage Pass Through Certificates Series 2003-Ar6)

Registration of Transfer and Exchange of Certificates. The Trustee on behalf of the Trust shall cause to be maintained at one of its offices or at its designated agent, a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject to such reasonable rules and regulations as the Trustee may prescribe, the Certificate Register shall be amended from time to time by the Trustee or its agent to reflect notice of any changes received by the Trustee or its agent pursuant to Section 10.06. The Trustee hereby appoints itself as the initial Certificate Registrar. Upon surrender for registration of transfer of any Certificate to the Trustee at the Corporate Trust Office of the TrusteeDB Services Tennessee, Inc., 000 Xxxxxxxxx Xxxx Xxxx, Xxxxxxxxx, XX 00000, Attention: Transfer Department, or such other address or agency as may hereafter be provided to the Servicer in writing by the Trustee, the Trustee on behalf of the Trust shall execute, and the Trustee or any Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of Authorized Denominations. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in Authorized Denominations of like Certificate Principal Balance or Percentage Interest, as applicable, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee on behalf of the Trust shall execute, and the Trustee, or any Authenticating Agent, shall authenticate and deliver, the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for transfer shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee or any Authenticating Agent and duly executed by, the Holder thereof or such Xxxxxx’s attorney duly authorized in writing. A reasonable service charge may be made for any such exchange or transfer of Certificates, and the Trustee may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any exchange or transfer of Certificates. All Certificates surrendered for exchange or transfer shall be cancelled by the Trustee or any Authenticating Agent.

Appears in 7 contracts

Samples: Pooling and Servicing Agreement (WaMu Mortgage Pass-Through Certificates, Series 2005-Ar16), Pooling and Servicing Agreement (WaMu Mortgage Pass-Through Certificates, Series 2005-Ar18), Pooling and Servicing Agreement (WaMu Mortgage Pass-Through Certificates, Series 2006-Ar3)

Registration of Transfer and Exchange of Certificates. The Trustee on behalf of the Trust shall cause to be maintained (a) CMSI will maintain at one of its expense an office or offices or at agency or agencies where the certificates may be surrendered for registration of transfer or exchange and where notices and demands to or upon CMSI relating to the certificates and this agreement may be served. CMSI initially appoints the Certificate Registrar designated in the Series Terms as its designated agent, office for purposes of receipt of notices and demands. CMSI will maintain a Certificate Register at such office in which there shall be recorded the name and address of each Certificateholder. Subject which, subject to such reasonable rules and regulations as it prescribes, CMSI will provide for the registration and transfer of certificates. CMSI will give prompt written notice to the Trustee may prescribe, and to the certificate holders of any change in the location of the Certificate Register shall be amended from time to time by the Trustee or its agent to reflect notice of any changes received by the Trustee such office or its agent pursuant to Section 10.06. The Trustee hereby appoints itself as the initial Certificate Registraragency. Upon surrender for registration of transfer of any Certificate to the Trustee certificate at the Corporate Trust Office of the Trusteeoffice or agency, or such other address or agency as may hereafter be provided to the Servicer in writing by the Trustee, the Trustee on behalf of the Trust shall execute, CMSI will execute and the Trustee or any the Authenticating Agent shall will authenticate and deliver, in the name of the designated transferee or transfereestransferee, one or more new Certificates certificates in authorized denominations of Authorized Denominationsthe same aggregate number of single certificates or the same aggregate percentage interest, as the case may be. At the option of the Certificateholderscertificate holder, Certificates certificates may be exchanged for other Certificates in Authorized Denominations certificates of like Certificate Principal Balance authorized denominations evidencing the same aggregate number of single certificates or Percentage Interestthe same aggregate percentage interest, as applicablethe case may be, upon surrender of the Certificates certificates to be exchanged at any such the office or agency. Whenever any Certificates are so surrendered for exchange, CMSI will execute and the Trustee on behalf of the Trust shall execute, and the Trustee, or any Authenticating Agent, shall Agent will authenticate and deliver, deliver the Certificates which certificates that the Certificateholder making the exchange certificate holder is entitled to receive. Every Certificate presented or certificate surrendered for registration of transfer shall be duly endorsed by, or exchange will be accompanied by a written instrument of transfer in form satisfactory to the Trustee or any Authenticating Agent Trustee, CMSI and the Certificate Registrar, duly executed by, by the Holder thereof holder or such Xxxxxx’s his attorney duly authorized in writing. A reasonable No service charge may will be made for any such registration of transfer or exchange or transfer of Certificatescertificates, and but the Trustee Certificate Registrar may require a payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any exchange the transfer or transfer of Certificatesexchange. All Certificates certificates surrendered for registration of transfer and exchange or transfer shall will be cancelled canceled and, subject to the record retention requirements of the Exchange Act, subsequently destroyed by the Trustee or, at its direction, by the Certificate Registrar. The Certificate Registrar will provide the Paying Agent and the Trustee by the third business day before each distribution day, the names and addresses of each certificate holder as of the record date and the number of single certificates or percentage interest it holds of record. (b) Notwithstanding the foregoing section 5.2(a), no legal or beneficial interest in all or any portion of a residual certificate may be transferred, directly or indirectly, to a “disqualified organization“ within the meaning of Internal Revenue Code Section 860E(e)(5), or to an agent of a disqualified organization (including a broker, nominee, or other middleman) (an Agent) and any such purported transfer will be void and of no effect. Further, no legal or beneficial interest in all or any portion of a residual certificate may be registered in the name of a Plan or a person investing the assets of a Plan (such Plan or person an ERISA Prohibited holder) or in the name of a person that is not (i) a U.S. person or (ii) a non-U.S. person that holds the residual certificate in connection with the conduct of a trade or business within the United States and has furnished the transferor, the Certificate Registrar, and the Trustee with an effective Internal Revenue Service Form W-8ECI or (iii) a non-U.S. person that has delivered to the transferor, the Certificate Registrar, and the Trustee an opinion of a nationally recognized tax counsel to the effect that the transfer of the residual certificate to it is in accordance with the requirements of the Internal Revenue Code and that such transfer of the residual certificate will not be disregarded for federal income tax purposes (any such person who is not described in clauses (i), (ii) or (iii) above being referred to herein as a “Non-permitted Foreign holder”). Furthermore, no legal or beneficial interest in all or any portion of a residual certificate may be transferred, directly or indirectly, to a foreign permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of the transferee or any other person. CMSI will not execute and the Trustee or Authenticating Agent will not authenticate and deliver, a new residual certificate in connection with any transfer of a residual certificate, and neither CMSI, the Certificate Registrar nor the Trustee will accept a surrender for transfer or registration of transfer, or register the transfer of, any residual certificate unless the transferor will have provided to CMSI, the Certificate Registrar and the Trustee an affidavit, substantially in the form of Appendix 1 hereto, signed by the transferee, to the effect that the transferee is not such a disqualified organization, an agent for any entity as to which the transferee has not received a substantially similar affidavit, an ERISA Prohibited holder, a Non-permitted Foreign holder, or a person for whom income on the residual certificate is attributed to a foreign permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of the transferee or any other person, accompanied by a written statement signed by the transferor to the effect that, as of the time of the transfer, the transferor has no actual knowledge that such affidavit is false. Upon notice by CMSI that any legal or beneficial interest in any portion of a residual certificate has been transferred, directly or indirectly, to a disqualified organization or an Agent in contravention of the foregoing restrictions, the Trustee will furnish to the Internal Revenue Service and the transferor of such residual certificate or to such Agent, within 60 days of the request therefor by such transferor or such Agent, and CMSI agrees to provide the Trustee with the computation of such information necessary to the application of Internal Revenue Code Section 860E(e) as may be required by the Internal Revenue Code, including but not limited to the present value of the total anticipated excess inclusions for such residual certificate (or portion thereof) for periods after such transfer. At the election of CMSI, the reasonable cost of computing and furnishing such information may be charged to the transferor or such Agent; however, the Trustee and CMSI will in no event be excused from furnishing such information. Every holder of a residual certificate will be deemed to have consented to such amendments to this agreement as may be required to further effectuate the restrictions on transfer of residual certificates to a disqualified organization, an Agent, an ERISA Prohibited holder or a Non-permitted Foreign holder. The affidavit described in the preceding paragraph will also contain the statement of the transferee that it (i) has historically paid its debts as they have come due and intends to do so in the future, (ii) understands that it may incur liabilities in excess of cash flows generated by the residual certificate, (iii) intends to pay taxes associated with holding the residual certificate as they become due, (iv) will not cause the income for the residual certificate to be attributable to a foreign permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of the transferee or any other person and (v) will not transfer the residual certificate to any person or entity that does not provide a similar affidavit. The transferor’s statement to the Trustee and the Certificate Registrar accompanying the affidavit will state that, after conducting a reasonable investigation of the financial condition of the transferee, the transferor has no knowledge or reason to know that the statements made by the transferee for clauses (i) and (iii) of the preceding sentence are false. Each residual certificate will bear a legend referring to the restrictions contained in this paragraph and the preceding paragraph. Notwithstanding the foregoing, no transfer of any private certificate may be made unless such private certificate has been registered under the Securities Act and applicable state securities or “blue sky” laws, or an exemption from the Securities Act and applicable state securities or “blue sky” laws is available. Upon surrender for registration of transfer of any private certificate, (1) neither the Trustee nor the Certificate Registrar will accept surrender for transfer or registration of transfer of, or register the transfer of, any private certificate and (2) CMSI will not execute, and neither the Trustee nor the Authenticating Agent will authenticate and deliver, any new private certificate in connection with the transfer of any private certificate, unless either (A) such private certificate has been registered under the Securities Act and applicable state securities or “blue sky” laws, or (B) exemptions from the registration requirements of the Securities Act and applicable state securities or “blue sky” laws are available, and the transferee delivers to CMSI, the Trustee and the Certificate Registrar a letter substantially to the effect set forth in exhibit D to this agreement and (1) if such transferee is not a “Qualified Institutional Buyer” within the meaning of Rule 144A of the Securities Act, and if so requested by CMSI, an opinion of counsel acceptable to CMSI will have been delivered to CMSI, the Trustee, and the Certificate Registrar, to the effect that such transfer is in compliance with either subclause (A) or subclause (B) of this clause (i) of this section 5.2; or (2) if such transfer is to a non-institutional investor, unless such investor is an accredited investor (as defined in Regulation D under the Securities Act) and has a net worth (exclusive of primary residence) of at least $1,000,000 as confirmed in writing to the Trustee and the Certificate Registrar. Notwithstanding the foregoing, any transferee of a legal or beneficial interest in all or a portion of a private certificate that is a book-entry certificate will be deemed to have made the representations set forth in exhibit D to this agreement including, in clause 2 of such exhibit, the representation that such transferee is a “Qualified Institutional Buyer” within the meaning of Rule 144A of the Securities Act. No transfer of an ERISA Restricted Certificate may be made unless any proposed transferee (i) executes a representation letter in substantially the form of exhibit E hereto and in substance satisfactory to the Trustee, the Certificate Registrar and CMSI either stating (a) that it is not, and is not acting on behalf of, any employee benefit plan subject to Title I of ERISA or Section 4975 of the Internal Revenue Code, or a governmental plan, as defined in Section 3(32) of ERISA, subject to any federal, state or local law (Similar Law) which is, to a material extent, similar to the foregoing provisions of ERISA or the Internal Revenue Code (collectively, a “Plan”) or using the assets of any such Plan to effect such purchase or (b) it is an insurance company and the source of funds used to purchase the ERISA Restricted Certificates is an “insurance company general account” (as such term is defined in Section V(e) of Prohibited Transaction Class Exemption 95-60 (“PTE 95-60”), 60 Fed. Reg. 35925 (July 12, 1995)) and there is no Plan for which the amount of such general accounts reserves and liabilities for the contracts) held by or on behalf of such Plan and all other Plans maintained by the same employer (or affiliate thereof as defined in Section V(a)(1) of PTE 95-60) or by the same employee organization, exceed 10% of the total of all reserves and liabilities of such general account (as such amounts are determined under Section I(a) of PTE 95-60) at the date of acquisition and the purchase and holding of such ERISA Restricted Certificate is covered by Sections I and III of PTE 95-60 or (ii) provides (A) an opinion of counsel in form and substance satisfactory to the Trustee, the Certificate Registrar and CMSI that the purchase or holding of ERISA Restricted Certificate by or on behalf of such Plan will not result in the assets of the Trust being deemed to be “plan assets” and subject to the prohibited transaction provisions of ERISA and the Internal Revenue Code or Similar Law and will not subject CMSI, the Trustee or the Certificate Registrar to any obligation in addition to those undertaken in this agreement and (B) such other opinions of counsel, officers’ certificates and agreements as CMSI, the Trustee or the Certificate Registrar may require in connection with such transfer. The applicable representation set forth in clause (i) of the preceding paragraph will be deemed to have been made to the Trustee, Certificate Registrar and CMSI by the acceptance by a transferee of the beneficial interest in any such ERISA Restricted Certificate, unless the Trustee, Certificate Registrar and CMSI will have received from the transferee either an alternative representation acceptable in form and substance to the Trustee, Certificate Registrar and CMSI or the opinion of counsel and other documentation set forth in clause (ii) of the preceding paragraph.

Appears in 7 contracts

Samples: Pooling and Servicing Agreement (Citicorp Mortgage Securities Inc), Pooling and Servicing Agreement (Citicorp Mortgage Securities Inc), Pooling and Servicing Agreement (Citicorp Mortgage Securities Inc)

Registration of Transfer and Exchange of Certificates. (a) The Trustee on behalf of the Trust Administrator shall maintain, or cause to be maintained at one of its offices or at its designated agentmaintained, a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject which, subject to such reasonable rules and regulations as the Trustee it may prescribe, the Certificate Register Trust Administrator shall be amended from time to time by provide for the Trustee or its agent to reflect notice registration of any changes received by the Trustee or its agent pursuant to Section 10.06. The Trustee hereby appoints itself Certificates and of transfers and exchanges of Certificates as the initial Certificate Registrarherein provided. Upon surrender for registration of transfer of any Certificate to the Trustee at the Corporate Trust Office of the Trustee, or such other address or agency as may hereafter be provided to the Servicer in writing by the TrusteeCertificate, the Trustee on behalf of the Trust Administrator shall execute, and the Trustee or any Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates in like aggregate interest and of Authorized Denominations. the same Class. (b) At the option of the Certificateholdersa Certificateholder, Certificates may be exchanged for other Certificates of authorized denominations and the same aggregate interest in Authorized Denominations the Trust Fund and of like Certificate Principal Balance or Percentage Interest, as applicablethe same Class, upon surrender of the Certificates to be exchanged at any such the office or agencyagency of the Trust Administrator set forth in Section 6.06. Whenever any Certificates are so surrendered for exchange, the Trustee on behalf of the Trust Administrator shall execute, and the Trustee, or any Authenticating Agent, shall authenticate and deliver, deliver the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee or any Authenticating Agent and Trust Administrator duly executed by, by the Holder thereof or such Xxxxxx’s his attorney duly authorized in writing. A reasonable . (c) No service charge may to the Certificateholders shall be made for any such registration of transfer or exchange or transfer of Certificates, and the Trustee may require but payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange or transfer of Certificates. Certificates may be required. (d) All Certificates surrendered for registration of transfer and exchange or transfer shall be cancelled canceled and subsequently destroyed by the Trustee Trust Administrator in accordance with the Trust Administrator’s customary procedures. (e) No transfer of any Private Certificate shall be made unless that transfer is made pursuant to an effective registration statement under the 1933 Act and effective registration or qualification under applicable state securities laws, or is made in a transaction which does not require such registration or qualification. Except in connection with any Authenticating Agenttransfer of a Private Certificate by the Depositor to any affiliate, in the event that a transfer is to be made in reliance upon an exemption from the 1933 Act and such laws, in order to assure compliance with the 1933 Act and such laws, the Certificateholder desiring to effect such transfer and such Certificateholder’s prospective transferee shall each certify to the Trust Administrator in writing the facts surrounding the transfer in substantially the form set forth in Exhibit L (the “Transferor Certificate”) and (i) deliver a letter in substantially the form of either (A) Exhibit M 1 (the “Investment Letter”), provided that all of the Private Certificates of a Class shall be transferred to one investor or the Depositor otherwise consents to such transfer, or (B) Exhibit M 2 (the “Rule 144A Letter”) or (ii) there shall be delivered to the Trust Administrator at the expense of the transferor an Opinion of Counsel that such transfer may be made pursuant to an exemption from the 1933 Act. The Depositor shall provide to any Holder of a Private Certificate and any prospective transferee designated by any such Holder, information regarding the related Certificates and the Mortgage Loans and such other information as shall be necessary to satisfy the condition to eligibility set forth in Rule 144A(d)(4) for transfer of any such Certificate without registration thereof under the 1933 Act pursuant to the registration exemption provided by Rule 144A. The Trust Administrator shall cooperate with the Depositor in providing the Rule 144A information referenced in the preceding sentence, including providing to the Depositor such information regarding the Certificates, the Mortgage Loans and other matters regarding the Trust Fund as the Depositor shall reasonably request to meet its obligation under the preceding sentence. Each Holder of a Private Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Trust Administrator, the Depositor, each Seller, the Master Servicer, each Servicer and the Special Servicer against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws.

Appears in 7 contracts

Samples: Pooling and Servicing Agreement (CSFB Mort Sec Corp Mort Backed Pass THR Certs Ser 2003 Ar5), Pooling and Servicing Agreement (CSFB Mort Sec Corp Mort Backed Pass THR Certs Ser 2003 Ar5), Pooling and Servicing Agreement (CSFB Mortgage Backed Pass Through Certs Ser 2003-Ar9)

Registration of Transfer and Exchange of Certificates. The Trustee on behalf of the Trust shall cause to be maintained at one of its offices or at its designated agent, a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject to such reasonable rules and regulations as the Trustee may prescribe, the Certificate Register shall be amended from time to time by the Trustee or its agent to reflect notice of any changes received by the Trustee or its agent pursuant to Section 10.06. The Trustee hereby appoints itself as the initial Certificate Registrar. Upon surrender for registration of transfer of any Certificate to the Trustee at the Corporate Trust Office office of the Trustee’s agent at DTC Transfer Agent Services, 00 Xxxxx Xxxxxx, Xxxxxxxx Xxxx Entrance, New York, New York 10041, or at DB Services Tennessee, Inc., 000 Xxxxxxxxx Xxxx Xxxx, Xxxxxxxxx, XX 00000, Attention: Transfer Department, or such other address or agency as may hereafter be provided to the Master Servicer in writing by the Trustee, the Trustee on behalf of the Trust shall execute, and the Trustee or any Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of Authorized Denominations. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in Authorized Denominations of like Certificate Principal Balance or Percentage Interest, as applicable, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee on behalf of the Trust shall execute, and the Trustee, or any Authenticating Agent, shall authenticate and deliver, the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for transfer shall (if so required by the Trustee or any Authenticating Agent) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee or any Authenticating Agent and duly executed by, the Holder thereof or such Xxxxxx’s attorney duly authorized in writing. A reasonable service charge may be made for any such exchange or transfer of Certificates, and the Trustee may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any exchange or transfer of Certificates. All Certificates surrendered for exchange or transfer shall be cancelled by the Trustee or any Authenticating Agent.

Appears in 6 contracts

Samples: Pooling and Servicing Agreement (WaMu Mortgage Pass-Through Certificates, Series 2004-Ar13), Pooling and Servicing Agreement (WaMu Mortgage Pass-Through Certificates, Series 2005-Ar1), Pooling and Servicing Agreement (WaMu Mortgage Pass-Through Certificates, Series 2005-Ar6)

Registration of Transfer and Exchange of Certificates. The Trustee on behalf of the Trust shall cause to be maintained (a) CMSI will maintain at one of its expense an office or offices or at agency or agencies where the certificates may be surrendered for registration of transfer or exchange and where notices and demands to or upon CMSI relating to the certificates and this agreement may be served. CMSI initially appoints the Certificate Registrar designated in the Series Terms as its designated agent, office for purposes of receipt of notices and demands. CMSI will maintain a Certificate Register at such office in which there shall be recorded the name and address of each Certificateholder. Subject which, subject to such reasonable rules and regulations as it prescribes, CMSI will provide for the registration and transfer of certificates. CMSI will give prompt written notice to the Trustee may prescribe, and to the certificate holders of any change in the location of the Certificate Register shall be amended from time to time by the Trustee or its agent to reflect notice of any changes received by the Trustee such office or its agent pursuant to Section 10.06. The Trustee hereby appoints itself as the initial Certificate Registraragency. Upon surrender for registration of transfer of any Certificate to the Trustee certificate at the Corporate Trust Office of the Trusteeoffice or agency, or such other address or agency as may hereafter be provided to the Servicer in writing by the Trustee, the Trustee on behalf of the Trust shall execute, CMSI will execute and the Trustee or any the Authenticating Agent shall will authenticate and deliver, in the name of the designated transferee or transfereestransferee, one or more new Certificates certificates in authorized denominations of Authorized Denominationsthe same aggregate number of single certificates or the same aggregate percentage interest, as the case may be. At the option of the Certificateholderscertificate holder, Certificates certificates may be exchanged for other Certificates in Authorized Denominations certificates of like Certificate Principal Balance authorized denominations evidencing the same aggregate number of single certificates or Percentage Interestthe same aggregate percentage interest, as applicablethe case may be, upon surrender of the Certificates certificates to be exchanged at any such the office or agency. Whenever any Certificates are so surrendered for exchange, CMSI will execute and the Trustee on behalf of the Trust shall execute, and the Trustee, or any Authenticating Agent, shall Agent will authenticate and deliver, deliver the Certificates which certificates that the Certificateholder making the exchange certificate holder is entitled to receive. Every Certificate presented or certificate surrendered for registration of transfer shall be duly endorsed by, or exchange will be accompanied by a written instrument of transfer in form satisfactory to the Trustee or any Authenticating Agent Trustee, CMSI and the Certificate Registrar, duly executed by, by the Holder thereof holder or such Xxxxxx’s his attorney duly authorized in writing. A reasonable No service charge may will be made for any such registration of transfer or exchange or transfer of Certificatescertificates, and but the Trustee Certificate Registrar may require a payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any exchange the transfer or transfer of Certificatesexchange. All Certificates certificates surrendered for registration of transfer and exchange or transfer shall will be cancelled canceled and, subject to the record retention requirements of the Exchange Act, subsequently destroyed by the Trustee or, at its direction, by the Certificate Registrar. The Certificate Registrar will provide the Paying Agent and the Trustee by the third business day before each distribution day, the names and addresses of each certificate holder as of the record date and the number of single certificates or percentage interest it holds of record. (b) Notwithstanding the foregoing section 5.2(a), no legal or beneficial interest in all or any portion of a residual certificate may be transferred, directly or indirectly, to a “disqualified organization“ within the meaning of Internal Revenue Code Section 860E(e)(5), or to an agent of a disqualified organization (including a broker, nominee, or other middleman) (an Agent) and any such purported transfer will be void and of no effect. Further, no legal or beneficial interest in all or any portion of a residual certificate may be registered in the name of a Plan or a person investing the assets of a Plan (such Plan or person an ERISA Prohibited holder) or in the name of a person that is not (i) a U.S. person or (ii) a non-U.S. person that holds the residual certificate in connection with the conduct of a trade or business within the United States and has furnished the transferor, the Certificate Registrar, and the Trustee with an effective Internal Revenue Service Form W-8ECI or (iii) a non-U.S. person that has delivered to the transferor, the Certificate Registrar, and the Trustee an opinion of a nationally recognized tax counsel to the effect that the transfer of the residual certificate to it is in accordance with the requirements of the Internal Revenue Code and that such transfer of the residual certificate will not be disregarded for federal income tax purposes (any such person who is not described in clauses (i), (ii) or (iii) above being referred to herein as a “Non-permitted Foreign holder”). Furthermore, no legal or beneficial interest in all or any portion of a residual certificate may be transferred, directly or indirectly, to a foreign permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of the transferee or any other person. CMSI will not execute and the Trustee or Authenticating Agent will not authenticate and deliver, a new residual certificate in connection with any transfer of a residual certificate, and neither CMSI, the Certificate Registrar nor the Trustee will accept a surrender for transfer or registration of transfer, or register the transfer of, any residual certificate unless the transferor will have provided to CMSI, the Certificate Registrar and the Trustee an affidavit, substantially in the form of Appendix 1 hereto, signed by the transferee, to the effect that the transferee is not such a disqualified organization, an agent for any entity as to which the transferee has not received a substantially similar affidavit, an ERISA Prohibited holder, a Non-permitted Foreign holder, or a person for whom income on the residual certificate is attributed to a foreign permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of the transferee or any other person, accompanied by a written statement signed by the transferor to the effect that, as of the time of the transfer, the transferor has no actual knowledge that such affidavit is false. Upon notice by CMSI that any legal or beneficial interest in any portion of a residual certificate has been transferred, directly or indirectly, to a disqualified organization or an Agent in contravention of the foregoing restrictions, the Trustee will furnish to the Internal Revenue Service and the transferor of such residual certificate or to such Agent, within 60 days of the request therefor by such transferor or such Agent, and CMSI agrees to provide the Trustee with the computation of such information necessary to the application of Internal Revenue Code Section 860E(e) as may be required by the Internal Revenue Code, including but not limited to the present value of the total anticipated excess inclusions for such residual certificate (or portion thereof) for periods after such transfer. At the election of CMSI, the reasonable cost of computing and furnishing such information may be charged to the transferor or such Agent; however, the Trustee and CMSI will in no event be excused from furnishing such information. Every holder of a residual certificate will be deemed to have consented to such amendments to this agreement as may be required to further effectuate the restrictions on transfer of residual certificates to a disqualified organization, an Agent, an ERISA Prohibited holder or a Non-permitted Foreign holder. The affidavit described in the preceding paragraph will also contain the statement of the transferee that it (i) has historically paid its debts as they have come due and intends to do so in the future, (ii) understands that it may incur liabilities in excess of cash flows generated by the residual certificate, (iii) intends to pay taxes associated with holding the residual certificate as they become due, (iv) will not cause the income for the residual certificate to be attributable to a foreign permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of the transferee or any other person and (v) will not transfer the residual certificate to any person or entity that does not provide a similar affidavit. The transferor’s statement to the Trustee and the Certificate Registrar accompanying the affidavit will state that, after conducting a reasonable investigation of the financial condition of the transferee, the transferor has no knowledge or reason to know that the statements made by the transferee for clauses (i) and (iii) of the preceding sentence are false. Each residual certificate will bear a legend referring to the restrictions contained in this paragraph and the preceding paragraph. Notwithstanding the foregoing, no transfer of any private certificate may be made unless such private certificate has been registered under the Securities Act and applicable state securities or “blue sky” laws, or an exemption from the Securities Act and applicable state securities or “blue sky” laws is available. Upon surrender for registration of transfer of any private certificate, (1) neither the Trustee nor the Certificate Registrar will accept surrender for transfer or registration of transfer of, or register the transfer of, any private certificate and (2) CMSI will not execute, and neither the Trustee nor the Authenticating Agent will authenticate and deliver, any new private certificate in connection with the transfer of any private certificate, unless either (A) such private certificate has been registered under the Securities Act and applicable state securities or “blue sky” laws, or (B) exemptions from the registration requirements of the Securities Act and applicable state securities or “blue sky” laws are available, and the transferee delivers to CMSI, the Trustee and the Certificate Registrar a letter substantially to the effect set forth in exhibit D to this agreement and (1) if such transferee is not a “Qualified Institutional Buyer” within the meaning of Rule 144A of the Securities Act, and if so requested by CMSI, an opinion of counsel acceptable to CMSI will have been delivered to CMSI, the Trustee, and the Certificate Registrar, to the effect that such transfer is in compliance with either subclause (A) or subclause (B) of this clause (i) of this section 5.2; or (2) if such transfer is to a non-institutional investor, unless such investor is an accredited investor (as defined in Regulation D under the Securities Act) and has a net worth (exclusive of primary residence) of at least $1,000,000 as confirmed in writing to the Trustee and the Certificate Registrar. Notwithstanding the foregoing, any transferee of a legal or beneficial interest in all or a portion of a private certificate that is a book-entry certificate will be deemed to have made the representations set forth in exhibit D to this agreement including, in clause 2 of such exhibit, the representation that such transferee is a “Qualified Institutional Buyer” within the meaning of Rule 144A of the Securities Act. No transfer of an ERISA Restricted Certificate may be made unless any proposed transferee (i) executes a representation letter in substantially the form of exhibit E hereto and in substance satisfactory to the Trustee, the Certificate Registrar and CMSI either stating (a) that it is not, and is not acting on behalf of, any employee benefit plan subject to Title I of ERISA or Section 4975 of the Internal Revenue Code, or a governmental plan, as defined in Section 3(32) of ERISA, subject to any federal, state or local law (Similar Law) which is, to a material extent, similar to the foregoing provisions of ERISA or the Internal Revenue Code (collectively, a “Plan”) or using the assets of any such Plan to effect such purchase or (b) it is an insurance company and the source of funds used to purchase the ERISA Restricted Certificates is an “insurance company general account” (as such term is defined in Section V(e) of Prohibited Transaction Class Exemption 95-60 (“PTE 95-60”), 60 Fed. Reg. 35925 (July 12, 1995)) and there is no Plan for which the amount of such general accounts reserves and liabilities for the contracts) held by or on behalf of such Plan and all other Plans maintained by the same employer (or affiliate thereof as defined in Section V(a)(1) of PTE 95-60) or by the same employee organization, exceed 10% of the total of all reserves and liabilities of such general account (as such amounts are determined under Section I(a) of PTE 95-60) at the date of acquisition and the purchase and holding of such ERISA Restricted Certificate is covered by Sections I and III of PTE 95-60 or (ii) provides (A) an opinion of counsel in form and substance satisfactory to the Trustee, the Certificate Registrar and CMSI that the purchase or holding of ERISA Restricted Certificate by or on behalf of such Plan will not result in the assets of the Trust being deemed to be “plan assets” and subject to the prohibited transaction provisions of ERISA and the Internal Revenue Code or Similar Law and will not subject CMSI, the Trustee or the Certificate Registrar to any obligation in addition to those undertaken in this agreement and (B) such other opinions of counsel, officers’ certificates and agreements as CMSI, the Trustee or the Certificate Registrar may require in connection with such transfer. The applicable representation set forth in clause (i) of the preceding paragraph shall be deemed to have been made to the Trustee, Certificate Registrar and CMSI by the acceptance by a transferee of the beneficial interest in any such ERISA Restricted Certificate, unless the Trustee, Certificate Registrar and CMSI shall have received from the transferee either an alternative representation acceptable in form and substance to the Trustee, Certificate Registrar and CMSI or the opinion of counsel and other documentation set forth in clause (ii) of the preceding paragraph.

Appears in 6 contracts

Samples: Pooling and Servicing Agreement (Citicorp Mortgage Securities Inc), Pooling and Servicing Agreement (Citicorp Mortgage Securities Inc), Pooling and Servicing Agreement (Citicorp Mortgage Securities Inc)

Registration of Transfer and Exchange of Certificates. The Trustee on behalf of the Trust shall cause to be maintained at one of its offices or at its designated agentCertificate Registrar, a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject to such reasonable rules and regulations as the Trustee may prescribe, the Certificate Register shall be amended from time to time by the Trustee or its agent to reflect notice of any changes received by the Trustee or its agent pursuant to Section 10.0610.5. The Trustee hereby appoints itself as the initial Certificate Registrar. The Trustee may appoint an Eligible Institution to act as its agent in order to delegate to such Eligible Institution its duties as Certificate Registrar under this Agreement. Upon surrender for registration of transfer of any Certificate to the Trustee at the Corporate office of First Trust Office of the TrusteeNew York, National Association, 000 Xxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, XX 00000, Attention: Xxxxx Xxxxxxxx, or such other address or agency as may hereafter be provided to the Certificate Administrator, if any, and the Servicer in writing by the Trustee, the Trustee on behalf of the Trust shall execute, and the Trustee or any Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of Authorized DenominationsDenominations of like Percentage Interest. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in Authorized Denominations of like Certificate Principal Balance or Percentage Interest, as applicable, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee on behalf of the Trust shall execute, and the Trustee, or any Authenticating Agent, shall authenticate and deliver, the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for transfer shall (if so required by the Trustee or any Authenticating Agent) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee or any Authenticating Agent and duly executed by, the Holder thereof or such Xxxxxx’s Holder's attorney duly authorized in writing. A reasonable service charge may be made for any such exchange or transfer of Certificates, and the Trustee or an Authenticating Agent may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any exchange or transfer of Certificates. All Certificates surrendered for exchange or transfer shall be cancelled canceled by the Trustee or any Authenticating Agent.

Appears in 6 contracts

Samples: Pooling and Servicing Agreement (Abn Amro Mortgage Corp Series 2001-6), Pooling and Servicing Agreement (Abn Amro Mortgage Corp Series 2001-3), Pooling and Servicing Agreement (Abn Amro Mortgage Corp Series 2000-4)

Registration of Transfer and Exchange of Certificates. The Trustee shall cause to be kept at its Corporate Trust Office a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Trustee shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The Trustee will initially serve as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. If a Person other than the Trustee is appointed by the Trustee as Certificate Registrar, such Person will give the Trustee prompt written notice of the location, and any change in the location, of the Certificate Register, and the Trustee shall have the right to inspect the Certificate Register at all reasonable times and to obtain copies thereof, and the Trustee shall have the right to rely upon a certificate executed on behalf of the Trust shall cause Certificate Registrar by an Officer thereof as to be maintained at one the names and addresses of its offices or at its designated agent, a Certificate Register in which there shall be recorded the name Holders of the Certificates and address the principal amounts and numbers of each Certificateholdersuch Certificates. Subject to such reasonable rules and regulations as the Trustee may prescribeSection 5.05 below, the Certificate Register shall be amended from time to time by the Trustee or its agent to reflect notice of any changes received by the Trustee or its agent pursuant to Section 10.06. The Trustee hereby appoints itself as the initial Certificate Registrar. Upon upon surrender for registration of transfer of any Certificate to the Trustee at the Corporate Trust Office of the Trustee, Trustee or such at any other address office or agency as may hereafter be provided to of the Servicer in writing by the TrusteeTrustee maintained for such purpose, the Trustee on behalf of the Trust shall execute, execute and the Trustee or any Authenticating Agent Certificate Registrar shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of Authorized Denominationsthe same Class of a like aggregate Percentage Interest. At the option of the Certificateholders, Certificates each Certificate may be exchanged for other Certificates in Authorized Denominations of the same Class with the same and authorized denominations and a like Certificate Principal Balance or aggregate Percentage Interest, as applicable, upon surrender of the Certificates such Certificate to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee on behalf of shall execute and cause the Trust shall execute, and the Trustee, or any Authenticating Agent, shall Certificate Registrar to authenticate and deliver, deliver the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for transfer or exchange shall (if so required by the Trustee) be duly endorsed by, or be accompanied by a written instrument of transfer in the form satisfactory to the Trustee or any Authenticating Agent and duly executed by, the Holder thereof or such Xxxxxx’s his attorney duly authorized in writing. A reasonable No service charge may to the Certificateholders shall be made for any such transfer or exchange or transfer of Certificates, and but the Trustee may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange or transfer of Certificates. All Certificates surrendered for transfer and exchange or transfer shall be cancelled destroyed by the Certificate Registrar. The Trustee will (or any Authenticating Agentwill cause the Certificate Registrar to) provide notice to the Trustee of each transfer of a Certificate, and will provide the Trustee and Servicer with an updated copy of the Certificate Register on January 1 and July 1 of each year (or at such other time as the Servicer may request).

Appears in 6 contracts

Samples: Pooling and Servicing Agreement (Oakwood Mortgage Investors Inc), Pooling and Servicing Agreement (Oakwood Mortgage Investors Inc), Pooling and Servicing Agreement (Deutsche Financial Capital Securitization LLC)

Registration of Transfer and Exchange of Certificates. The Trustee on behalf of the Trust shall cause to be maintained at one of its offices or at its designated agent, a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject to such reasonable rules and regulations as the Trustee may prescribe, the Certificate Register shall be amended from time to time by the Trustee or its agent to reflect notice of any changes received by the Trustee or its agent pursuant to Section 10.06. The Trustee hereby appoints itself as the initial Certificate Registrar. Upon surrender for registration of transfer of any Certificate to the Trustee at the Corporate Trust Office office of the Trustee's agent at DTC Transfer Agent Services, 00 Xxxxx Xxxxxx, Xxxxxxxx Xxxx Entrance, New York, New York 10041, Attention: Xxxxxx Xxxxx, or at DB Services Tennessee, Inc., 000 Xxxxxxxxx Xxxx Xxxx, Xxxxxxxxx, XX 00000, Attention: Transfer Department, or such other address or agency as may hereafter be provided to the Master Servicer in writing by the Trustee, the Trustee on behalf of the Trust shall execute, and the Trustee or any Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of Authorized Denominations. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in Authorized Denominations of like Certificate Principal Balance or Percentage Interest, as applicable, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee on behalf of the Trust shall execute, and the Trustee, or any Authenticating Agent, shall authenticate and deliver, the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for transfer shall (if so required by the Trustee or any Authenticating Agent) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee or any Authenticating Agent and duly executed by, the Holder thereof or such Xxxxxx’s Holder's attorney duly authorized in writing. A reasonable service charge may be made for any such exchange or transfer of Certificates, and the Trustee may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any exchange or transfer of Certificates. All Certificates surrendered for exchange or transfer shall be cancelled by the Trustee or any Authenticating Agent.

Appears in 6 contracts

Samples: Pooling and Servicing Agreement (Wamu Mortgage Pass Through Cert Ser 2002-Ar19), Pooling and Servicing Agreement (Washington Mutual Mort Sec Corp Mort Pas THR Cer Se 2002-Ar8), Pooling and Servicing Agreement (Wamu Mortgage Pass Through Certificates Series 2002-Ar15)

Registration of Transfer and Exchange of Certificates. The Trustee on behalf of the Trust shall cause to be maintained at one of its offices or at its designated agent, a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject to such reasonable rules and regulations as the Trustee may prescribe, the Certificate Register shall be amended from time to time by the Trustee or its agent to reflect notice of any changes received by the Trustee or its agent pursuant to Section 10.06. The Trustee hereby appoints itself as the initial Certificate Registrar. Upon surrender for registration of transfer of any Certificate to the Trustee at the Corporate Trust Office of the Trustee, or such other address or agency as may hereafter be provided to the Master Servicer in writing by the Trustee, the Trustee on behalf of the Trust shall execute, and the Trustee or any Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of Authorized Denominations. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in Authorized Denominations of like Certificate Principal Balance or Percentage Interest, as applicable, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee on behalf of the Trust shall execute, and the Trustee, or any Authenticating Agent, shall authenticate and deliver, the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for transfer shall (if so required by the Trustee or any Authenticating Agent) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee or any Authenticating Agent and duly executed by, the Holder thereof or such Xxxxxx’s attorney duly authorized in writing. A reasonable service charge may be made for any such exchange or transfer of Certificates, and the Trustee may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any exchange or transfer of Certificates. All Certificates surrendered for exchange or transfer shall be cancelled by the Trustee or any Authenticating Agent.

Appears in 6 contracts

Samples: Pooling and Servicing Agreement (WaMu Mortgage Pass-Through Certificates, Series 2004-Ar14), Pooling and Servicing Agreement (WaMu Mortgage Pass-Through Certificates, Series 2004-Cb4), Pooling and Servicing Agreement (Washington Mutual MSC Mortgage Pass-Through Certificates, Series 2005-Ra1)

Registration of Transfer and Exchange of Certificates. The ----------------------------------------------------- Certificate Trustee on behalf of the Trust shall cause to be kept at the office or agency to be maintained at one by it in accordance with the provisions of its offices or at its designated agentSection 6.11 a register (the "Register") in which, a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject subject to such reasonable rules and regulations as the Trustee it may prescribe, the Certificate Register Trustee shall be amended from time to time by provide for the Trustee or its agent to reflect notice registration of any changes received by the Trustee or its agent pursuant to Section 10.06Certificates and of transfers and exchanges of Certificates as herein provided. The Certificate Trustee hereby appoints itself shall initially be the registrar (the "Registrar") for the purpose of registering Certificates and transfers and exchanges of Certificates as the initial Certificate Registrarherein provided. Upon Subject to this Section 3.04, upon surrender for registration of transfer of any Certificate to the Trustee at the Corporate Trust Office of the Trustee, or such other address office or agency as may hereafter be provided to the Servicer in writing maintained by the Certificate Trustee in accordance with Section 6.11, the Certificate Trustee, the Trustee on behalf of the Trust Trust, shall execute, and the Certificate Trustee or any Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transfereestransferee, one or more new Certificates (of Authorized Denominationsthe same Series or Class as the Certificates surrendered for registration of transfer) in authorized denominations of a like aggregate Original Principal Amount. At the option of the Certificateholdersa Certificateholder, Certificates may be exchanged for other Certificates in Authorized Denominations (of the same Series or Class as the Certificates surrendered for registration of exchange) of authorized denominations of a like Certificate aggregate Original Principal Balance or Percentage Interest, as applicableAmount, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee Certificate Trustee, on behalf of the Trust Trust, shall execute, and the Trustee, or any Authenticating Agent, Certificate Trustee shall authenticate and deliver, deliver the Certificates which that the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Certificate Trustee or any Authenticating Agent and the Registrar duly executed by, by the Holder Certificateholder thereof or such Xxxxxx’s its attorney duly authorized in writing. A reasonable No service charge may shall be made to a Certificateholder for any such registration of transfer or exchange or transfer of Certificates, and but the Certificate Trustee may shall require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange or transfer of Certificates. All Certificates surrendered for registration of transfer or exchange or transfer shall be cancelled canceled and subsequently destroyed by the Certificate Trustee or any Authenticating Agentin accordance with its customary practices.

Appears in 6 contracts

Samples: Trust Agreement (Pg&e Funding LLC), Trust Agreement (Sce Funding LLC), Declaration and Agreement of Trust (Pg&e Funding LLC)

Registration of Transfer and Exchange of Certificates. The Trustee on behalf of the Trust shall cause to be maintained at one of its offices or at its designated agent, a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject to such reasonable rules and regulations as the Trustee may prescribe, the Certificate Register shall be amended from time to time by the Trustee or its agent to reflect notice of any changes received by the Trustee or its agent pursuant to Section 10.06. The Trustee hereby appoints itself as the initial Certificate Registrar. Upon surrender for registration of transfer of any Certificate to the Trustee at the Corporate Trust Office office of the Trustee's agent at DTC Transfer Agent Services, 00 Xxxxx Xxxxxx, Xxxxxxxx Xxxx Entrance, New York, New York 10041, Attention: Xxxxxx Xxxxx, or at DB Services Tennessee, Inc. 000 Xxxxxxxxx Xxxx Xxxx, Xxxxxxxxx, XX 00000, Attention: Transfer Department, or such other address or agency as may hereafter be provided to the Master Servicer in writing by the Trustee, the Trustee on behalf of the Trust shall execute, and the Trustee or any Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of Authorized Denominations. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in Authorized Denominations of like Certificate Principal Balance or Percentage Interest, as applicable, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee on behalf of the Trust shall execute, and the Trustee, or any Authenticating Agent, shall authenticate and deliver, the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for transfer shall (if so required by the Trustee or any Authenticating Agent) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee or any Authenticating Agent and duly executed by, the Holder thereof or such Xxxxxx’s Holder's attorney duly authorized in writing. A reasonable service charge may be made for any such exchange or transfer of Certificates, and the Trustee may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any exchange or transfer of Certificates. All Certificates surrendered for exchange or transfer shall be cancelled by the Trustee or any Authenticating Agent.

Appears in 6 contracts

Samples: Pooling and Servicing Agreement (Wamu Mortgage Pass Through Certificates Series 2002-Ar17), Pooling and Servicing Agreement (Wamu Mortgage Pass Through Certificates Series 2002-Ar11), Pooling and Servicing Agreement (Washington Mutual Mort Sec Corp Wamu Mo Pa Th Ce Se 2002-Ar9)

Registration of Transfer and Exchange of Certificates. The Trustee on behalf of the Trust shall cause to be maintained at one of its offices or at its designated agent, a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject to such reasonable rules and regulations as the Trustee may prescribe, the Certificate Register shall be amended from time to time by the Trustee or its agent to reflect notice of any changes received by the Trustee or its agent pursuant to Section 10.06. The Trustee hereby appoints itself as the initial Certificate Registrar. Upon surrender for registration of transfer of any Certificate to the Trustee at the Corporate Trust Office of the Trustee, or such other address or agency as may hereafter be provided to the Servicer in writing by the Trustee, the Trustee on behalf of the Trust shall execute, and the Trustee or any Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of Authorized Denominations. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in Authorized Denominations of like Certificate Principal Balance or Percentage Interest, as applicable, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee on behalf of the Trust shall execute, and the Trustee, or any Authenticating Agent, shall authenticate and deliver, the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for transfer shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee or any Authenticating Agent and duly executed by, the Holder thereof or such XxxxxxHolder’s attorney duly authorized in writing; provided that, notwithstanding anything herein or in any Certificate to the contrary, no Guaranteed Signature shall be requested if the transfer is between the Depositor and any of its Affiliates or between two Affiliates of the Depositor. A reasonable No service charge may shall be made for any such exchange or transfer of Certificates, and but the Trustee may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any exchange or transfer of Certificates. All Certificates surrendered for exchange or transfer shall be cancelled by the Trustee or any Authenticating Agent.

Appears in 5 contracts

Samples: Pooling and Servicing Agreement (Washington Mutual Asset-Backed Certificates, WMABS Series 2007-He2), Pooling and Servicing Agreement (Washington Mutual Asset-Backed Certificates, WMABS Series 2007-He1), Pooling and Servicing Agreement (Washington Mutual Asset-Backed Certificates, WMABS Series 2006-He5)

Registration of Transfer and Exchange of Certificates. The Trustee shall cause to be kept at its Corporate Trust Office a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Trustee shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The Trustee will initially serve as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. If a Person other than the Trustee is appointed by the Trustee as Certificate Registrar, such Person will give the Trustee prompt written notice of the location, and any change in the location, of the Certificate Register, and the Trustee shall have the right to inspect the Certificate Register at all reasonable times and to obtain copies thereof, and the Trustee shall have the right to rely upon a certificate executed on behalf of the Trust shall cause Certificate Registrar by an Officer thereof as to be maintained at one the names and addresses of its offices or at its designated agent, a Certificate Register in which there shall be recorded the name Holders of the Certificates and address the principal amounts and numbers of each Certificateholdersuch Certificates. Subject to such reasonable rules and regulations as the Trustee may prescribeSection 5.05 below, the Certificate Register shall be amended from time to time by the Trustee or its agent to reflect notice of any changes received by the Trustee or its agent pursuant to Section 10.06. The Trustee hereby appoints itself as the initial Certificate Registrar. Upon upon surrender for registration of transfer of any Certificate to the Trustee at the Corporate Trust Office of the Trustee, Trustee or such at any other address office or agency as may hereafter be provided to of the Servicer in writing by the TrusteeTrustee maintained for such purpose, the Trustee shall execute on behalf of the Trust shall execute, and the Trustee or any Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of Authorized Denominationsthe same Class of a like aggregate Percentage Interest. At the option of the Certificateholders, Certificates each Certificate may be exchanged for other Certificates in Authorized Denominations of the same Class with the same and authorized denominations and a like Certificate Principal Balance or aggregate Percentage Interest, as applicable, upon surrender of the Certificates such Certificate to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee shall execute on behalf of the Trust shall execute, and the Trustee, or any Authenticating Agent, shall authenticate and deliver, deliver the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for transfer or exchange shall (if so required by the Trustee) be duly endorsed by, or be accompanied by a written instrument of transfer in the form satisfactory to the Trustee or any Authenticating Agent and duly executed by, the Holder thereof or such Xxxxxx’s his attorney duly authorized in writing. A reasonable No service charge may to the Certificateholders shall be made for any such transfer or exchange or transfer of Certificates, and but the Trustee may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange or transfer of Certificates. All Certificates surrendered for transfer and exchange or transfer shall be cancelled destroyed by the Trustee. The Trustee will (or any Authenticating Agentwill cause the Certificate Registrar to) provide notice to the Trustee of each transfer of a Certificate, and will provide the Trustee and Servicer with an updated copy of the Certificate Register on January 1 and July 1 of each year (or at such other time as the Servicer may request).

Appears in 5 contracts

Samples: Pooling and Servicing Agreement (Bombardier Capital Mortgage Securitization Corp), Pooling and Servicing Agreement (Bombardier Capital Mortgage Securitization Corp), Pooling and Servicing Agreement (Bombardier Capital Mortgage Securitization Corp)

Registration of Transfer and Exchange of Certificates. The Trustee on behalf of the Trust shall cause to be maintained at one of its offices or at its designated agent, a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject to such reasonable rules and regulations as the Trustee may prescribe, the Certificate Register shall be amended from time to time by the Trustee or its agent to reflect notice of any changes received by the Trustee or its agent pursuant to Section 10.06. The Trustee hereby appoints itself as the initial Certificate Registrar. Upon surrender for registration of transfer of any Certificate to the Trustee at the Corporate Trust Office of the TrusteeTrustee or at the office of State Street Bank and Trust Company, N.A., 61 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Corporate Trust Window, or such other address or agency as may hereafter be provided to the Master Servicer in writing by the Trustee, the Trustee on behalf of the Trust shall execute, and the Trustee or any Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of Authorized DenominationsDenominations of like Percentage Interest. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in Authorized Denominations of like Certificate Principal Balance or Percentage Interest, as applicable, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee on behalf of the Trust shall execute, and the Trustee, or any Authenticating Agent, shall authenticate and deliver, the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for transfer shall (if so required by the Trustee or any Authenticating Agent) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee or any Authenticating Agent and duly executed by, the Holder thereof or such Xxxxxx’s Holder's attorney duly authorized in writing. A reasonable service charge may be made for any such exchange or transfer of Certificates, and the Trustee may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any exchange or transfer of Certificates. All Certificates surrendered for exchange or transfer shall be cancelled by the Trustee or any Authenticating Agent.

Appears in 5 contracts

Samples: Pooling and Servicing Agreement (PNC Mortgage Sec Corp Mort Pass THR Cert Ser 2000-5), Pooling and Servicing Agreement (PNC Mortgage Securities Corp), Pooling and Servicing Agreement (PNC Mortgage Securities Corp Mort Pass THR Cert Ser 1999-11)

Registration of Transfer and Exchange of Certificates. The Trustee on behalf of the Trust shall Certificate Registrar will keep or cause to be kept, at the office or agency maintained at one of its offices or at its designated agentpursuant to Section 3.7, a Certificate Register in which there shall which, subject to such reasonable regulations as it may prescribe, the Owner Trustee will provide for the registration of the Certificates and of transfers and exchanges of the Certificates as herein provided. The Owner Trustee will be recorded the initial Certificate Registrar. The initial Certificateholder will provide the Certificate Registrar and the Indenture Trustee with its name and address on the Closing Date. Upon any transfers of a Certificate, the Certificate Registrar will notify the Indenture Trustee of the name and address of each Certificateholder. Subject to transferee in writing, by facsimile, on the day of such reasonable rules and regulations as the Trustee may prescribe, the Certificate Register shall be amended from time to time by the Trustee or its agent to reflect notice of any changes received by the Trustee or its agent pursuant to Section 10.06. The Trustee hereby appoints itself as the initial Certificate Registrartransfer. Upon surrender for registration of transfer of any a Certificate to the Trustee at the Corporate Trust Office of the Trustee, or such other address office or agency as may hereafter be provided maintained pursuant to the Servicer in writing by the TrusteeSection 3.7, the Owner Trustee on behalf of the Trust shall will execute, and the Trustee or any Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transfereestransferee, one or more a new Certificates Certificate dated the date of Authorized Denominations. At authentication by the option of the Certificateholders, Certificates may be exchanged for other Certificates in Authorized Denominations of like Certificate Principal Balance or Percentage Interest, as applicable, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Owner Trustee on behalf of the Trust shall execute, and the Trustee, or any Authenticating Agent, shall authenticate and deliver, the Certificates which the Certificateholder making the exchange is entitled to receiveauthenticating agent. Every A Certificate presented or surrendered for registration of transfer shall be duly endorsed by, or exchange will be accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee or any Authenticating Agent and the Certificate Registrar duly executed by, by the Holder thereof Certificateholder or such Xxxxxx’s his attorney duly authorized in writing. A reasonable Each Certificate surrendered for registration of transfer or exchange will be canceled and subsequently disposed of by the Owner Trustee in accordance with its customary practice. No service charge may will be made for any such registration of transfer or exchange of a Certificate, but the Owner Trustee or transfer of Certificates, and the Trustee Certificate Registrar may require payment of a sum sufficient to cover any expense, tax or governmental charge that may be imposed in connection with any transfer or exchange of a Certificate. To the fullest extent permitted by applicable law, no sale, pledge or other transfer of a Certificate will be made unless (a) such sale, pledge or other transfer (i) is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or (ii) is made to a Person that is a "qualified institutional buyer" as defined in Rule 144A under the Securities Act, (b) such sale, pledge or other transfer will not cause the Trust to be treated as a publicly traded partnership taxable as a corporation for federal income tax purposes, and (c) such sale, pledge or other transfer is made to a Person who is a United States Person (within the meaning of Section 7701(a)(30) of the Code) and who has delivered to the Owner Trustee satisfactory evidence thereof. Each prospective purchaser of a Certificate after the Closing Date will deliver a completed and duly executed transferee's certificate (in the form of Exhibit C for "qualified institutional buyers"), to the Owner Trustee and to the transferor for inspection prior to effecting any requested transfer. The Issuer and the Owner Trustee may rely conclusively upon the information contained in any such transferee's certificate in the absence of knowledge to the contrary. In connection with any transfer (other than the purchase of any Certificate by a purchaser who delivers a transferee's certificate in the form of Exhibit C), the Owner Trustee will require an Opinion of Counsel to the effect that such transfer may be effected without registration under the Securities Act, which Opinion of Counsel, if so required, will be addressed to the Issuer and the Owner Trustee and will be secured at the expense of the Holder. The Owner Trustee may rely upon the representation of any transferee made to the Owner Trustee, and upon such Opinion of Counsel, and will be fully protected in so doing. Any Certificateholders will be deemed to have agreed to these restrictions on transfer. In order to preserve the exemption for resales and transfers provided by Rule 144A under the Securities Act, the Issuer will provide to any Certificateholder and any prospective purchaser designated by such Certificateholder, upon request of such Certificateholder or such prospective purchaser, such information required by Rule 144A as will enable the resale of such Certificate to be made pursuant to Rule 144A. The Owner Trustee will cooperate with the Issuer in providing the Issuer such information in its possession regarding the Certificates, the Receivables and other matters regarding the Certificates as the Issuer will reasonably request to meet its obligations under the preceding sentence. All At the option of a Holder, a Certificate may be exchanged for one or more other Certificates of authorized denominations of a like aggregate beneficial interest in the Trust upon surrender of the Certificate to be exchanged at the Corporate Trust Office maintained pursuant to Section 3.7. Whenever any Certificates are so surrendered for exchange exchange, the Owner Trustee shall execute on behalf of the Trust, authenticate and deliver one or transfer shall be cancelled more Certificates dated the date of authentication by the Owner Trustee or any Authenticating Agentauthenticating agent. Such Certificates shall be delivered to the Holder making the exchange.

Appears in 4 contracts

Samples: Trust Agreement (Triad Financial Special Purpose LLC), Trust Agreement (Triad Financial Special Purpose LLC), Trust Agreement (Triad Automobile Receivables Trust 2006-A)

Registration of Transfer and Exchange of Certificates. The Trustee on behalf of the Trust shall cause to be maintained at one of its offices or at its designated agent, a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject to such reasonable rules and regulations as the Trustee may prescribe, the Certificate Register shall be amended from time to time by the Trustee or its agent to reflect notice of any changes received by the Trustee or its agent pursuant to Section 10.06. The Trustee hereby appoints itself as the initial Certificate Registrar. Upon surrender for registration of transfer of any Certificate to the Trustee at the Corporate Trust Office office of the Trustee's agent at DTC Transfer Agent Services, 00 Xxxxx Xxxxxx, Xxxxxxxx Xxxx Entrance, New York, New York 10041, Attention: Xxxxxx Xxxxx, or at BT Services Tennessee, 000 Xxxxxxxxx Xxxx Xxxx, Xxxxxxxxx, XX 00000, Attention: Transfer Department, or such other address or agency as may hereafter be provided to the Master Servicer in writing by the Trustee, the Trustee on behalf of the Trust shall execute, and the Trustee or any Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of Authorized Denominations. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in Authorized Denominations of like Certificate Principal Balance or Percentage Interest, as applicable, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee on behalf of the Trust shall execute, and the Trustee, or any Authenticating Agent, shall authenticate and deliver, the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for transfer shall (if so required by the Trustee or any Authenticating Agent) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee or any Authenticating Agent and duly executed by, the Holder thereof or such Xxxxxx’s Holder's attorney duly authorized in writing. A reasonable service charge may be made for any such exchange or transfer of Certificates, and the Trustee may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any exchange or transfer of Certificates. All Certificates surrendered for exchange or transfer shall be cancelled by the Trustee or any Authenticating Agent.

Appears in 4 contracts

Samples: Pooling and Servicing Agreement (Washington Mutual Mor Sec Corp Mor Pa THR Cer Ser 2002-Ar1), Pooling and Servicing Agreement (Wamu Mortgage Pass Through Certificates Series 2002-Ar3), Pooling and Servicing Agreement (Wamu Mortgage Pass-Through Certificate Series 2002-Ar4)

Registration of Transfer and Exchange of Certificates. (a) The Trustee on behalf of the Trust Certificate Registrar shall cause to be maintained at one of its offices or at its designated agent, maintain a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject which, subject to such reasonable rules and regulations as the Trustee it may prescribe, the Certificate Register Registrar shall be amended from time to time by provide for the Trustee or its agent to reflect notice registration of any changes received by the Trustee or its agent pursuant to Section 10.06Certificates and transfers and exchanges of Certificates as provided in this Agreement. The Trustee is hereby appoints itself initially appointed Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as provided in this Agreement In the initial event that, subsequent to the Closing Date, the Trustee notifies the Servicer that it is unable to act as Certificate Registrar. , the Servicer shall appoint another bank or trust company, having an office or agency located in the [Borough of Manhattan], The City of New York, agreeing to act in accordance with the provisions of this Agreement applicable to it, and otherwise acceptable to the Trustee, to act as successor Certificate Registrar under this Agreement. (b) Upon surrender for registration of transfer of any Certificate to the Trustee at the Corporate Trust Office of the Trustee, or such other address or agency as may hereafter be provided to the Servicer in writing by the TrusteeOffice, the Trustee on behalf of the Trust shall execute, and the Trustee or any Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of Authorized Denominations. the same Class in authorized denominations of a like aggregate principal amount. (c) At the option of the Certificateholdersa Certificateholder, Certificates may be exchanged for other Certificates in Authorized Denominations of the same Class of authorized denominations of a like Certificate Principal Balance or Percentage Interest, as applicableaggregate principal amount, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, exchange the Trustee on behalf of the Trust shall execute, and the Trustee, or any Authenticating Agent, shall authenticate and deliver, deliver the Certificates which that the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee or any Authenticating Agent and the Certificate Registrar duly executed by, by the Holder thereof or such Xxxxxx’s his attorney duly authorized in writing. A reasonable . (d) No service charge may shall be made for any such registration of transfer or exchange or transfer of Certificates, and but the Trustee may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange or transfer of Certificates. . (e) All Certificates surrendered for registration of transfer or exchange or transfer shall be cancelled canceled and subsequently destroyed by the Trustee Trustee. (f) Registration of transfer and sale of the Class B Certificates shall be subject to the further conditions specified in Section 5.04. (g) Each purchaser of a Class A Certificate that is Plan (as defined in Section 5.04(a)(i)) that is a purchaser of a Class A Certificate or any Authenticating Agentof a beneficial interest therein shall be deemed to have represented and warranted, by accepting such Certificate or beneficial interest, that such purchaser is an "accredited investor" as defined in Rule 501(a) under the Securities Act.

Appears in 4 contracts

Samples: Pooling and Servicing Agreement (Toyota Motor Credit Corp), Pooling and Servicing Agreement (Toyota Motor Credit Corp), Pooling and Servicing Agreement (Toyota Motor Credit Corp)

Registration of Transfer and Exchange of Certificates. The Trustee on behalf of the Trust shall cause to be maintained at one of its offices or at its designated agentCertificate Registrar, a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject to such reasonable rules and regulations as the Trustee may prescribe, the Certificate Register shall be amended from time to time by the Trustee or its agent to reflect notice of any changes received by the Trustee or its agent pursuant to Section 10.0610.5. The Trustee hereby appoints itself as the initial Certificate Registrar. The Trustee may appoint an Eligible Institution to act as its agent in order to delegate to such Eligible Institution its duties as Certificate Registrar under this Agreement. Upon surrender for registration of transfer of any Certificate to the Trustee at the Corporate office of First Trust Office of the TrusteeNew York, National Association, 000 Xxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, XX 00000, Attention: Xxxxx Xxxxxxxx, or such other address or agency as may hereafter be provided to the Certificate Administrator, if any, and the Servicer in writing by the Trustee, the Trustee on behalf of the Trust shall execute, and the Trustee or any Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of Authorized DenominationsDenominations of like Percentage Interest. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in Authorized Denominations of like Certificate Principal Balance or Percentage Interest, as applicable, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee on behalf of the Trust shall execute, and the Trustee, or any Authenticating Agent, shall authenticate and deliver, the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for transfer shall (if so required by the Trustee or any Authenticating Agent) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee or any Authenticating Agent and duly executed by, the Holder thereof or such Xxxxxx’s Holder's attorney duly authorized in writing. A reasonable service charge may be made for any such exchange or transfer of Certificates, and the Trustee or an Authenticating Agent may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any exchange or transfer of Certificates. Upon the transfer of a Class Certificate each transferee that purchases a Class A Certificate with the assets of one or more Plans shall be deemed to represent that each such Plan qualifies as an "accredited investor" as defined in Rule 501(a)(1) of Regulation D under the Securities Act. If at any time the Class A Certificates fail to receive a rating from any of S&P or Fitch that is one of the three highest generic rating categories for that respective rating agency, then such Class A Certificate shall not thereafter be eligible for transfer to a Plan, and each transferee shall be deemed to represent that it is not purchasing or holding its Class A Certificate with plan assets of a Plan. All Certificates surrendered for exchange or transfer shall be cancelled canceled by the Trustee or any Authenticating Agent.

Appears in 4 contracts

Samples: Pooling and Servicing Agreement (Abn Amro Mortgage Corp Series 1999-6), Pooling and Servicing Agreement (Abn Amro Mortgage Corp Series 1999-7), Pooling and Servicing Agreement (Abn Amro Mortgage Corp Series 1999-5)

Registration of Transfer and Exchange of Certificates. The Trustee on behalf of the Trust shall cause to be maintained (a) CMSI will maintain at one of its expense an office or offices or at agency or agencies where the certificates may be surrendered for registration of transfer or exchange and where notices and demands to or upon CMSI relating to the certificates and this agreement may be served. CMSI initially appoints the Certificate Registrar designated in the Series Terms as its designated agent, office for purposes of receipt of notices and demands. CMSI will maintain a Certificate Register at such office in which there shall be recorded the name and address of each Certificateholder. Subject which, subject to such reasonable rules and regulations as it prescribes, CMSI will provide for the registration and transfer of certificates. CMSI will give prompt written notice to the Trustee may prescribe, and to the certificate holders of any change in the location of the Certificate Register shall be amended from time to time by the Trustee or its agent to reflect notice of any changes received by the Trustee such office or its agent pursuant to Section 10.06. The Trustee hereby appoints itself as the initial Certificate Registraragency. Upon surrender for registration of transfer of any Certificate to the Trustee certificate at the Corporate Trust Office of the Trusteeoffice or agency, or such other address or agency as may hereafter be provided to the Servicer in writing by the Trustee, the Trustee on behalf of the Trust shall execute, CMSI will execute and the Trustee or any the Authenticating Agent shall will authenticate and deliver, in the name of the designated transferee or transfereestransferee, one or more new Certificates certificates in authorized denominations of Authorized Denominationsthe same aggregate number of single certificates or the same aggregate percentage interest, as the case may be. At the option of the Certificateholderscertificate holder, Certificates certificates may be exchanged for other Certificates in Authorized Denominations certificates of like Certificate Principal Balance authorized denominations evidencing the same aggregate number of single certificates or Percentage Interestthe same aggregate percentage interest, as applicablethe case may be, upon surrender of the Certificates certificates to be exchanged at any such the office or agency. Whenever any Certificates are so surrendered for exchange, CMSI will execute and the Trustee on behalf of the Trust shall execute, and the Trustee, or any Authenticating Agent, shall Agent will authenticate and deliver, deliver the Certificates which certificates that the Certificateholder making the exchange certificate holder is entitled to receive. Every Certificate presented or certificate surrendered for registration of transfer shall be duly endorsed by, or exchange will be accompanied by a written instrument of transfer in form satisfactory to the Trustee or any Authenticating Agent Trustee, CMSI and the Certificate Registrar, duly executed by, by the Holder thereof holder or such Xxxxxx’s his attorney duly authorized in writing. A reasonable No service charge may will be made for any such registration of transfer or exchange or transfer of Certificatescertificates, and but the Trustee Certificate Registrar may require a payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any exchange the transfer or transfer of Certificatesexchange. All Certificates certificates surrendered for registration of transfer and exchange or transfer shall will be cancelled canceled and, subject to the record retention requirements of the Exchange Act, subsequently destroyed by the Trustee or, at its direction, by the Certificate Registrar. The Certificate Registrar will provide the Paying Agent and the Trustee by the third business day before each distribution day, the names and addresses of each certificate holder as of the record date and the number of single certificates or percentage interest it holds of record. (b) Notwithstanding the foregoing section 5.2(a), no legal or beneficial interest in all or any portion of a residual certificate may be transferred, directly or indirectly, to a “disqualified organization“ within the meaning of Internal Revenue Code Section 860E(e)(5), or to an agent of a disqualified organization (including a broker, nominee, or other middleman) (an Agent) and any such purported transfer will be void and of no effect. Further, no legal or beneficial interest in all or any portion of a residual certificate may be registered in the name of a Plan or a person investing the assets of a Plan (such Plan or person an ERISA Prohibited holder) or in the name of a person that is not (i) a U.S. person or (ii) a non-U.S. person that holds the residual certificate in connection with the conduct of a trade or business within the United States and has furnished the transferor, the Certificate Registrar, and the Trustee with an effective Internal Revenue Service Form W-8ECI or (iii) a non-U.S. person that has delivered to the transferor, the Certificate Registrar, and the Trustee an opinion of a nationally recognized tax counsel to the effect that the transfer of the residual certificate to it is in accordance with the requirements of the Internal Revenue Code and that such transfer of the residual certificate will not be disregarded for federal income tax purposes (any such person who is not described in clauses (i), (ii) or (iii) above being referred to herein as a “Non-permitted Foreign holder”). Furthermore, no legal or beneficial interest in all or any portion of a residual certificate may be transferred, directly or indirectly, to a foreign permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of the transferee or any other person. CMSI will not execute and the Trustee or Authenticating Agent will not authenticate and deliver, a new residual certificate in connection with any transfer of a residual certificate, and neither CMSI, the Certificate Registrar nor the Trustee will accept a surrender for transfer or registration of transfer, or register the transfer of, any residual certificate unless the transferor will have provided to CMSI, the Certificate Registrar and the Trustee an affidavit, substantially in the form of Appendix 1 hereto, signed by the transferee, to the effect that the transferee is not such a disqualified organization, an agent for any entity as to which the transferee has not received a substantially similar affidavit, an ERISA Prohibited holder, a Non-permitted Foreign holder, or a person for whom income on the residual certificate is attributed to a foreign permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of the transferee or any other person, accompanied by a written statement signed by the transferor to the effect that, as of the time of the transfer, the transferor has no actual knowledge that such affidavit is false. Upon notice by CMSI that any legal or beneficial interest in any portion of a residual certificate has been transferred, directly or indirectly, to a disqualified organization or an Agent in contravention of the foregoing restrictions, the Trustee will furnish to the Internal Revenue Service and the transferor of such residual certificate or to such Agent, within 60 days of the request therefor by such transferor or such Agent, and CMSI agrees to provide the Trustee with the computation of such information necessary to the application of Internal Revenue Code Section 860E(e) as may be required by the Internal Revenue Code, including but not limited to the present value of the total anticipated excess inclusions for such residual certificate (or portion thereof) for periods after such transfer. At the election of CMSI, the reasonable cost of computing and furnishing such information may be charged to the transferor or such Agent; however, the Trustee and CMSI will in no event be excused from furnishing such information. Every holder of a residual certificate will be deemed to have consented to such amendments to this agreement as may be required to further effectuate the restrictions on transfer of residual certificates to a disqualified organization, an Agent, an ERISA Prohibited holder or a Non-permitted Foreign holder. The affidavit described in the preceding paragraph will also contain the statement of the transferee that it (i) has historically paid its debts as they have come due and intends to do so in the future, (ii) understands that it may incur liabilities in excess of cash flows generated by the residual certificate, (iii) intends to pay taxes associated with holding the residual certificate as they become due, (iv) will not cause the income for the residual certificate to be attributable to a foreign permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of the transferee or any other person and (v) will not transfer the residual certificate to any person or entity that does not provide a similar affidavit. The transferor’s statement to the Trustee and the Certificate Registrar accompanying the affidavit will state that, after conducting a reasonable investigation of the financial condition of the transferee, the transferor has no knowledge or reason to know that the statements made by the transferee for clauses (i) and (iii) of the preceding sentence are false. Each residual certificate will bear a legend referring to the restrictions contained in this paragraph and the preceding paragraph. Notwithstanding the foregoing, no transfer of any private certificate may be made unless such private certificate has been registered under the Securities Act and applicable state securities or “blue sky” laws, or an exemption from the Securities Act and applicable state securities or “blue sky” laws is available. Upon surrender for registration of transfer of any private certificate, (1) neither the Trustee nor the Certificate Registrar will accept surrender for transfer or registration of transfer of, or register the transfer of, any private certificate and (2) CMSI will not execute, and neither the Trustee nor the Authenticating Agent will authenticate and deliver, any new private certificate in connection with the transfer of any private certificate, unless either (A) such private certificate has been registered under the Securities Act and applicable state securities or “blue sky” laws, or (B) exemptions from the registration requirements of the Securities Act and applicable state securities or “blue sky” laws are available, and the transferee delivers to CMSI, the Trustee and the Certificate Registrar a letter substantially to the effect set forth in exhibit D to this agreement and (1) if such transferee is not a “Qualified Institutional Buyer” within the meaning of Rule 144A of the Securities Act, and if so requested by CMSI, an opinion of counsel acceptable to CMSI will have been delivered to CMSI, the Trustee, and the Certificate Registrar, to the effect that such transfer is in compliance with either subclause (A) or subclause (B) of this clause (i) of this section 5.2; or (2) if such transfer is to a non-institutional investor, unless such investor is an accredited investor (as defined in Regulation D under the Securities Act) and has a net worth (exclusive of primary residence) of at least $1,000,000 as confirmed in writing to the Trustee and the Certificate Registrar. No transfer of an ERISA Restricted Certificate may be made unless any proposed transferee (i) executes a representation letter in substantially the form of exhibit E hereto and in substance satisfactory to the Trustee, the Certificate Registrar and CMSI either stating (a) that it is not, and is not acting on behalf of, any employee benefit plan subject to Title I of ERISA or Section 4975 of the Internal Revenue Code, or a governmental plan, as defined in Section 3(32) of ERISA, subject to any federal, state or local law (Similar Law) which is, to a material extent, similar to the foregoing provisions of ERISA or the Internal Revenue Code (collectively, a “Plan”) or using the assets of any such Plan to effect such purchase or (b) as to the class B-4, class B-5 and class B-6 certificates only, it is an insurance company and the source of funds used to purchase the class B-4, class B-5 or class B-6 certificates is an “insurance company general account” (as such term is defined in Section V(e) of Prohibited Transaction Class Exemption 95-60 (“PTE 95-60”), 60 Fed. Reg. 35925 (July 12, 1995)) and there is no Plan for which the amount of such general accounts reserves and liabilities for the contracts) held by or on behalf of such Plan and all other Plans maintained by the same employer (or affiliate thereof as defined in Section V(a)(1) of PTE 95-60) or by the same employee organization, exceed 10% of the total of all reserves and liabilities of such general account (as such amounts are determined under Section I(a) of PTE 95-60) at the date of acquisition or (ii) provides (A) an opinion of counsel in form and substance satisfactory to the Trustee, the Certificate Registrar and CMSI that the purchase or holding of ERISA Restricted Certificate by or on behalf of such Plan will not result in the assets of the Trust being deemed to be “plan assets” and subject to the prohibited transaction provisions of ERISA and the Internal Revenue Code or Similar Law and will not subject CMSI, the Trustee or the Certificate Registrar to any obligation in addition to those undertaken in this agreement and (B) such other opinions of counsel, officers’ certificates and agreements as CMSI, the Trustee or the Certificate Registrar may require in connection with such transfer.

Appears in 4 contracts

Samples: Pooling and Servicing Agreement (CMALT (CitiMortgage Alternative Loan Trust), Series 2006-A6), Pooling and Servicing Agreement (Citicorp Mortgage Securities Inc), Pooling and Servicing Agreement (CMALT (CitiMortgage Alternative Loan Trust), Series 2006-A2)

Registration of Transfer and Exchange of Certificates. The Trustee on behalf of the Trust shall cause to be maintained at one of its offices or at its designated agent, a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject to such reasonable rules and regulations as the Trustee may prescribe, the Certificate Register shall be amended from time to time by the Trustee or its agent to reflect notice of any changes received by the Trustee or its agent pursuant to Section 10.06. The Trustee hereby appoints itself as the initial Certificate Registrar. Upon surrender for registration of transfer of any Certificate to the Trustee at the Corporate Trust Office of the Trustee, or such other address or agency as may hereafter be provided to the Master Servicer in writing by the Trustee, the Trustee on behalf of the Trust shall execute, and the Trustee or any Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of Authorized Denominations. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in Authorized Denominations of like Certificate Principal Balance or Percentage Interest, as applicable, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee on behalf of the Trust shall execute, and the Trustee, or any Authenticating Agent, shall authenticate and deliver, the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for transfer shall (if so required by the Trustee or any Authenticating Agent) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee or any Authenticating Agent and duly executed by, the Holder thereof or such XxxxxxHolder’s attorney duly authorized in writing. A reasonable service charge may be made for any such exchange or transfer of Certificates, and the Trustee may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any exchange or transfer of Certificates. All Certificates surrendered for exchange or transfer shall be cancelled by the Trustee or any Authenticating Agent.

Appears in 4 contracts

Samples: Pooling and Servicing Agreement (Wamu Mortgage Pass Through Certs Ser 2003-S9), Pooling and Servicing Agreement (Wamu Mortgage Pass-Through Certificates Series 2003-S7), Pooling and Servicing Agreement (WaMu Mortgage Pass-Through Certificates, Series 2004-Cb3)

Registration of Transfer and Exchange of Certificates. The Trustee on behalf of the Trust shall cause to be maintained at one of its offices or at its designated agent, a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject to such reasonable rules and regulations as the Trustee may prescribe, the Certificate Register shall be amended from time to time by the Trustee or its agent to reflect notice of any changes received by the Trustee or its agent pursuant to Section 10.06. The Trustee hereby appoints itself as the initial Certificate Registrar. Upon surrender for registration of transfer of any Certificate to the Trustee at the Corporate Trust Office of the TrusteeTrustee or at the office of State Street Bank and Trust Company, N.A., 00 Xxxxxxxx, Xxx Xxxx, XX 00000, Attention: Corporate Trust Window, or such other address or agency as may hereafter be provided to the Master Servicer in writing by the Trustee, the Trustee on behalf of the Trust shall execute, and the Trustee or any Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of Authorized DenominationsDenominations of like Percentage Interest. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in Authorized Denominations of like Certificate Principal Balance or Percentage Interest, as applicable, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee on behalf of the Trust shall execute, and the Trustee, or any Authenticating Agent, shall authenticate and deliver, the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for transfer shall (if so required by the Trustee or any Authenticating Agent) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee or any Authenticating Agent and duly executed by, the Holder thereof or such Xxxxxx’s Holder's attorney duly authorized in writing. A reasonable service charge may be made for any such exchange or transfer of Certificates, and the Trustee may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any exchange or transfer of Certificates. All Certificates surrendered for exchange or transfer shall be cancelled by the Trustee or any Authenticating Agent.

Appears in 4 contracts

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

Registration of Transfer and Exchange of Certificates. (a) The Trustee on behalf of the Trust Administrator shall maintain, or cause to be maintained at one of its offices or at its designated agentmaintained, a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject which, subject to such reasonable rules and regulations as the Trustee it may prescribe, the Certificate Register Trust Administrator shall be amended from time to time by provide for the Trustee or its agent to reflect notice registration of any changes received by the Trustee or its agent pursuant to Section 10.06. The Trustee hereby appoints itself Certificates and of transfers and exchanges of Certificates as the initial Certificate Registrarherein provided. Upon surrender for registration of transfer of any Certificate to the Trustee at the Corporate Trust Office of the Trustee, or such other address or agency as may hereafter be provided to the Servicer in writing by the TrusteeCertificate, the Trustee on behalf of the Trust Administrator shall execute, and the Trustee or any Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates in like aggregate interest and of Authorized Denominations. the same Class. (b) At the option of the Certificateholdersa Certificateholder, Certificates may be exchanged for other Certificates of authorized denominations and the same aggregate interest in Authorized Denominations the Trust Fund and of like Certificate Principal Balance or Percentage Interest, as applicablethe same Class, upon surrender of the Certificates to be exchanged at any such the office or agencyagency of the Trust Administrator set forth in Section 6.06. Whenever any Certificates are so surrendered for exchange, the Trustee on behalf of the Trust Administrator shall execute, and the Trustee, or any Authenticating Agent, shall authenticate and deliver, deliver the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee or any Authenticating Agent and Trust Administrator duly executed by, by the Holder thereof or such Xxxxxx’s his attorney duly authorized in writing. A reasonable . (c) No service charge may to the Certificateholders shall be made for any such registration of transfer or exchange or transfer of Certificates, and the Trustee may require but payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange or transfer of Certificates. Certificates may be required. (d) All Certificates surrendered for registration of transfer and exchange or transfer shall be cancelled canceled and subsequently destroyed by the Trustee Trust Administrator in accordance with the Trust Administrator’s customary procedures. (e) No transfer of any Private Certificate shall be made unless that transfer is made pursuant to an effective registration statement under the 1933 Act and effective registration or qualification under applicable state securities laws, or is made in a transaction which does not require such registration or qualification. Except in connection with any transfer of a Private Certificate by the Depositor to any affiliate, in the event that a transfer is to be made in reliance upon an exemption from the 1933 Act and such laws, in order to assure compliance with the 1933 Act and such laws, the Certificateholder desiring to effect such transfer and such Certificateholder’s prospective transferee shall each certify to the Trust Administrator in writing the facts surrounding the transfer in substantially the form set forth in Exhibit L (the “Transferor Certificate”) and (i) deliver a letter in substantially the form of either (A) Exhibit M-1 (the “Investment Letter”), provided that all of the Private Certificates of a Class shall be transferred to one investor or the Depositor otherwise consents to such transfer, or (B) Exhibit M-2 (the “Rule 144A Letter”) or (ii) there shall be delivered to the Trust Administrator at the expense of the transferor an Opinion of Counsel that such transfer may be made pursuant to an exemption from the 1933 Act. The Depositor shall provide to any Holder of a Private Certificate and any prospective transferee designated by any such Holder, information regarding the related Certificates and the Mortgage Loans and such other information as shall be necessary to satisfy the condition to eligibility set forth in Rule 144A(d)(4) for transfer of any such Certificate without registration thereof under the 1933 Act pursuant to the registration exemption provided by Rule 144A. The Trust Administrator shall cooperate with the Depositor in providing the Rule 144A information referenced in the preceding sentence, including providing to the Depositor such information regarding the Certificates, the Mortgage Loans and other matters regarding the Trust Fund as the Depositor shall reasonably request to meet its obligation under the preceding sentence. Each Holder of a Private Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Trust Administrator, the Depositor, each Seller, the Master Servicer, each Servicer and the Special Servicer against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. (f) No transfer of an ERISA-Restricted Certificate shall be made unless the Trust Administrator shall have received in accordance with Exhibit X-0, Xxxxxxx X-0 or Exhibit N, as applicable, either (i) a representation letter from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Trust Administrator, to the effect that such transferee is not an employee benefit plan or arrangement subject to Section 406 of ERISA or Section 4975 of the Code, or a person using the assets of any such plan or arrangement, which representation letter shall not be an expense of the Trustee, the Trust Administrator or the Trust Fund, (ii) if the purchaser is an insurance company and the Certificate has been the subject of an ERISA-Qualifying Underwriting, a representation that the purchaser is an insurance company which is purchasing such Certificates with funds contained in an “insurance company general account” (as such term is defined in Section V(e) of Prohibited Transaction Class Exemption 95-60 (“PTCE 95-60”)) and that the purchase and holding of such Certificates are covered under Sections I and III of PTCE 95-60 or (iii) in the case of any such Certificate presented for registration in the name of an employee benefit plan or arrangement subject to Section 406 of ERISA or Section 4975 of the Code (or comparable provisions of any subsequent enactments), or a person using such plan’s or arrangement’s assets, an Opinion of Counsel satisfactory to the Trust Administrator to the effect that the purchase or holding of such Certificate will not result in prohibited transactions under Section 406 of ERISA and/or Section 4975 of the Code and will not subject the Depositor, the Trustee, the Trust Administrator, the Master Servicer or any Authenticating Agentother Servicer to any obligation in addition to those undertaken in this Agreement, which Opinion of Counsel shall not be an expense of such parties or the Trust Fund. In the event the representations referred to in the preceding sentence are not furnished, such representations shall be deemed to have been made to the trustee by the transferee’s acceptance of an ERISA-Restricted Certificate by any beneficial owner who purchases an interest in such Certificate in book-entry form. In the event that a representation is violated, or any attempt to transfer an ERISA- Restricted Certificate to a plan or arrangement or person using a plan’s or arrangement’s assets is attempted without the delivery to the Trust Administrator of the Opinion of Counsel described above, the attempted transfer or acquisition of such Certificate shall be void and of no effect. (g) Additional restrictions on transfers of the Class AR and Class AR-L Certificates to Disqualified Organizations are set forth below: (i) Each Person who has or who acquires any ownership interest in a Class AR or Class AR-L Certificate shall be deemed by the acceptance or acquisition of such ownership interest to have agreed to be bound by the following provisions and to have irrevocably authorized the Trust Administrator or its designee under clause (iii)(A) below to deliver payments to a Person other than such Person and to negotiate the terms of any mandatory sale under clause (iii)(B) below and to execute all instruments of transfer and to do all other things necessary in connection with any such sale. The rights of each Person acquiring any ownership interest in a Class AR or Class AR-L Certificate are expressly subject to the following provisions: (A) Each Person holding or acquiring any ownership interest in a Class AR or Class AR-L Certificate shall be other than a Disqualified Organization and shall promptly notify the Trust Administrator of any change or impending change in its status as other than a Disqualified Organization. (B) In connection with any proposed transfer of any ownership interest in a Class AR or Class AR-L Certificate to a U.S. Person, the Trust Administrator shall require delivery to it, and shall not register the transfer of a Class AR or Class AR-L Certificate until its receipt of (1) an affidavit and agreement (a “Transferee Affidavit and Agreement” attached hereto as Exhibit N) from the proposed transferee, in form and substance satisfactory to the Trust Administrator, representing and warranting, among other things, that it is not a non-U.S. Person, that such transferee is other than a Disqualified Organization, that it is not acquiring its ownership interest in a Class AR or Class AR-L Certificate that is the subject of the proposed Transfer as a nominee, trustee or agent for any Person who is not other than a Disqualified Organization, that for so long as it retains its ownership interest in a Class AR or Class AR-L Certificate, it will endeavor to remain other than a Disqualified Organization, and that it has reviewed the provisions of this Section 6.02(g) and agrees to be bound by them, and (2) a certificate, attached hereto as Exhibit O, from the Holder wishing to transfer a Class AR or Class AR-L Certificate, in form and substance satisfactory to the Trust Administrator, representing and warranting, among other things, that no purpose of the proposed transfer is to allow such Holder to impede the assessment or collection of tax. (C) Notwithstanding the delivery of a Transferee Affidavit and Agreement by a proposed transferee under clause (B) above, if the Trust Administrator has actual knowledge that the proposed transferee is not other than a Disqualified Organization, no transfer of an ownership interest in a Class AR or Class AR-L Certificate to such proposed transferee shall be effected. (D) Each Person holding or acquiring any ownership interest in a Class AR or Class AR-L Certificate agrees, by holding or acquiring such ownership interest, to require a Transferee Affidavit and Agreement from the other Person to whom such Person attempts to transfer its ownership interest and to provide a certificate to the Trust Administrator in the form attached hereto as Exhibit O. (ii) The Trust Administrator shall register the transfer of any Class AR or Class AR-L Certificate only if it shall have received the Transferee Affidavit and Agreement, a certificate of the Holder requesting such transfer in the form attached hereto as Exhibit O and all of such other documents as shall have been reasonably required by the Trust Administrator as a condition to such registration. (iii) (A) If any Disqualified Organization shall become a Holder of a Class AR or Class AR-L Certificate, then the last preceding Holder that was other than a Disqualified Organization shall be restored, to the extent permitted by law, to all rights and obligations as Holder thereof retroactive to the date of registration of such transfer of such Class AR or Class AR-L Certificate. If any non-U.S. Person shall become a Holder of a Class AR or Class AR-L Certificate, then the last preceding Holder that is a U.S. Person shall be restored, to the extent permitted by law, to all rights and obligations as Holder thereof retroactive to the date of registration of the transfer to such non-U.S. Person of such Class AR or Class AR-L Certificate. If a transfer of a Class AR or Class AR-L Certificate is disregarded pursuant to the provisions of Treasury Regulations Section 1.860E-1 or Section 1.860G-3, then the last preceding Holder that was other than a Disqualified Organization shall be restored, to the extent permitted by law, to all rights and obligations as Holder thereof retroactive to the date of registration of such transfer of such Class AR or Class AR-L Certificate. The Trust Administrator shall be under no liability to any Person for any registration of transfer of a Class AR or Class AR-L Certificate that is in fact not permitted by this Section 6.02(g) or for making any payments due on such Certificate to the Holder thereof or for taking any other action with respect to such Holder under the provisions of this Agreement.

Appears in 4 contracts

Samples: Pooling and Servicing Agreement (CSFB Mortgage Backed Pass THR Certs Ser 2004-Ar3), Pooling and Servicing Agreement (CSFB Mortgage Back Pass THR Cer Ser 2003-Ar2), Pooling and Servicing Agreement (CSFB Mortgage Backed Pass THR Certs Ser 2004-Ar1)

Registration of Transfer and Exchange of Certificates. The Trustee on behalf of the Trust shall cause to be maintained at one of its offices or at its designated agent, a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject to such reasonable rules and regulations as the Trustee may prescribe, the Certificate Register shall be amended from time to time by the Trustee or its agent to reflect notice of any changes received by the Trustee or its agent pursuant to Section 10.06. The Trustee hereby appoints itself as the initial Certificate Registrar. Upon surrender for registration of transfer of any Certificate to the Trustee at the Corporate Trust Office of the Trustee, or such other address or agency as may hereafter be provided to the Master Servicer in writing by the Trustee, the Trustee on behalf of the Trust shall execute, and the Trustee or any Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of Authorized Denominations. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in Authorized Denominations of like Certificate Principal Balance or Percentage Interest, as applicable, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee on behalf of the Trust shall execute, and the Trustee, or any Authenticating Agent, shall authenticate and deliver, the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for transfer shall (if so required by the Trustee or any Authenticating Agent) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee or any Authenticating Agent and duly executed by, the Holder thereof or such Xxxxxx’s Holder's attorney duly authorized in writing. A reasonable service charge may be made for any such exchange or transfer of Certificates, and the Trustee may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any exchange or transfer of Certificates. All Certificates surrendered for exchange or transfer shall be cancelled by the Trustee or any Authenticating Agent.

Appears in 4 contracts

Samples: Pooling and Servicing Agreement (WaMu Mortgage Pass-Through Certificates Series 2004-Cb1), Pooling and Servicing Agreement (WaMu Mortgage Pass-Through Certificates, Series 2004-Ar11), Pooling and Servicing Agreement (Wamu Mortgage Pass Through Certs Series 2004-S1)

Registration of Transfer and Exchange of Certificates. The Trustee on behalf of the Trust shall cause to be maintained at one of its offices or at its designated agent, a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject to such reasonable rules and regulations as the Trustee may prescribe, the Certificate Register shall be amended from time to time by the Trustee or its agent to reflect notice of any changes received by the Trustee or its agent pursuant to Section 10.06. The Trustee hereby appoints itself as the initial Certificate Registrar. Upon surrender for registration of transfer of any Certificate to the Trustee at the Corporate Trust Office office of the Trustee's agent at DTC Transfer Agent Services, 00 Xxxxx Xxxxxx, Xxxxxxxx Xxxx Entrance, New York, New York 10041, Attention: Xxxxxx Xxxxx, or at BT Services Tennessee, 000 Xxxxxxxxx Xxxx Xxxx, Xxxxxxxxx, XX 00000, Attention: Transfer Department, or such other address or agency as may hereafter be provided to the Master Servicer in writing by the Trustee, the Trustee on behalf of the Trust shall execute, and the Trustee or any Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of Authorized DenominationsDenominations of like Percentage Interest. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in Authorized Denominations of like Certificate Principal Balance or Percentage Interest, as applicable, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee on behalf of the Trust shall execute, and the Trustee, or any Authenticating Agent, shall authenticate and deliver, the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for transfer shall (if so required by the Trustee or any Authenticating Agent) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee or any Authenticating Agent and duly executed by, the Holder thereof or such Xxxxxx’s Holder's attorney duly authorized in writing. A reasonable service charge may be made for any such exchange or transfer of Certificates, and the Trustee may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any exchange or transfer of Certificates. All Certificates surrendered for exchange or transfer shall be cancelled by the Trustee or any Authenticating Agent.

Appears in 4 contracts

Samples: Pooling and Servicing Agreement (Wamu Mortgage Pass Through Certificates Series 2001-Ar3), Pooling and Servicing Agreement (Wamu Mortgage Pass Through Certificates Series 2001-Ar2), Pooling and Servicing Agreement (Wamu Mortgage Pass Thru Certificate Series 2001-Ar6)

Registration of Transfer and Exchange of Certificates. (a) The Grantor Trustee on behalf of the Trust shall cause to be maintained at one of its offices or maintain at its designated agent, Corporate Trust Office a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject which, subject to such reasonable rules and regulations as the Trustee it may prescribe, the Certificate Register Grantor Trustee shall be amended from time provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. (b) Subject to time by the Trustee or its agent to reflect notice of any changes received by the Trustee or its agent pursuant to Section 10.06. The Trustee hereby appoints itself as the initial Certificate Registrar. Upon Subsection 4.01(a), upon surrender for registration of transfer of any Certificate to the Trustee at the Corporate Trust Office any office or agency of the Trustee, or Grantor Trustee maintained for such other address or agency as may hereafter be provided to the Servicer in writing by the Trusteepurpose, the Grantor Trustee on behalf of the Trust shall execute, sign and the Trustee or any Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more a new Certificates Certificate of Authorized Denominations. a like aggregate Fractional Undivided Interest, but bearing a different number. (c) At the option of the Certificateholders, Certificates may be exchanged for other Certificates in Authorized Denominations of authorized denominations of a like Certificate Principal Balance or Percentage aggregate Fractional Undivided Interest, as applicable, upon surrender of the Certificates to be exchanged at any such office or agency; provided, however, that no Certificate may be exchanged for new Certificates unless the original Fractional Undivided Interest represented by each such new Certificate (i) is at least equal to the minimum authorized denomination or (ii) is acceptable to the Depositor as indicated to the Grantor Trustee in writing. Whenever any Certificates are so surrendered for exchange, the Grantor Trustee on behalf of the Trust shall execute, sign and the Trustee, or any Authenticating Agent, shall authenticate and deliver, deliver the Certificates which the Certificateholder making the exchange is entitled to receive. Every . (d) If the Grantor Trustee so requires, every Certificate presented or surrendered for transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer transfer, with a signature guarantee, in form satisfactory to the Trustee or any Authenticating Agent and Grantor Trustee, duly executed by, by the Holder holder thereof or such Xxxxxx’s his or her attorney duly authorized in writing. A reasonable . (e) No service charge may shall be made for any such transfer or exchange or transfer of Certificates, and but the Grantor Trustee may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange or transfer of Certificates. All . (f) The Grantor Trustee shall cancel all Certificates surrendered for transfer or exchange but shall retain such Certificates in accordance with its standard retention policy or transfer for such further time as is required by the record retention requirements of the Securities Exchange Act of 1934, as amended, and thereafter may destroy such Certificates. (g) The following legend shall be cancelled by placed on the Trustee Certificates, whether upon original issuance or upon issuance of any Authenticating Agentother Certificate in exchange therefor or upon transfer thereof: THIS CERTIFICATE MAY NOT BE ACQUIRED DIRECTLY OR INDIRECTLY BY, OR ON BEHALF OF, AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT WHICH IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (ERISA), UNLESS THE PURCHASE OF THE CERTIFICATES ON BEHALF OF SUCH PERSON WILL NOT RESULT IN OR CONSTITUTE A NONEXEMPT PROHIBITED TRANSACTION UNDER ERISA OR SECTION 4975 OF THE CODE, IS PERMISSIBLE UNDER APPLICABLE LAW AND WILL NOT GIVE RISE TO ANY OBLIGATIONS ON THE PART OF THE DEPOSITOR, THE SERVICER, THE UNDERLYING TRUSTEE OR THE GRANTOR TRUSTEE IN ADDITION TO THOSE OBLIGATIONS SET FORTH IN THE UNDERLYING POOLING AND SERVICING AGREEMENT. THE CERTIFICATES ARE SUBJECT TO THE RESTRICTIONS IN SECTION 4.05 OF THE AGREEMENT.

Appears in 4 contracts

Samples: Grantor Trust Agreement (GreenPoint Mortgage Funding Trust 2005-Ar1), Grantor Trust Agreement (Bear Stearns Mortgage Funding Trust 2006-Ar3), Grantor Trust Agreement (GreenPoint MFT 2006-Ar2)

Registration of Transfer and Exchange of Certificates. The Trustee on behalf of the Trust shall cause to be maintained at one of its offices or at its designated agentCertificate Registrar, a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject to such reasonable rules and regulations as the Trustee may prescribe, the Certificate Register shall be amended from time to time by the Trustee or its agent to reflect notice of any changes received by the Trustee or its agent pursuant to Section 10.0610.5. The Trustee hereby appoints itself as the initial Certificate Registrar. The Trustee may appoint an Eligible Institution to act as its agent in order to delegate to such Eligible Institution its duties as Certificate Registrar under this Agreement. Upon surrender for registration of transfer of any Certificate to the Trustee at the its Corporate Trust Office or at the office of the TrusteeU.S. Bank National Association, 100 Wall Street, Suite 1600, New York, New York 10005, or such other address or agency as may hereafter be provided to othxx xxxxxxx xx xxxxxx xx xxx xxxxxxxxx xx xxxxxxxx xx the Servicer in writing by the Trustee, the Trustee on behalf of the Trust shall execute, and the Trustee or any Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of Authorized DenominationsDenominations of like Percentage Interest. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in Authorized Denominations of like Certificate Principal Balance or Percentage Interest, as applicable, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee on behalf of the Trust shall execute, and the Trustee, or any Authenticating Agent, shall authenticate and deliver, the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for transfer shall (if so required by the Trustee or any Authenticating Agent) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee or any Authenticating Agent and duly executed by, the Holder thereof or such Xxxxxx’s Holder's attorney duly authorized in writing. A reasonable service charge may be made for any such exchange or transfer of Certificates, and the Trustee or an Authenticating Agent may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any exchange or transfer of Certificates. All Certificates surrendered for exchange or transfer shall be cancelled canceled by the Trustee or any Authenticating Agent.

Appears in 3 contracts

Samples: Pooling and Servicing Agreement (Abn Amro Mort Corp Multi Class Mort Pass THR Cert Ser 2003-4), Pooling and Servicing Agreement (Abn Amro Mort Corp Multi Class Mort Pass THR Cert Ser 2003-3), Pooling and Servicing Agreement (Abn Amro Mortgage Multi-Class Mor Pas THR Cer Ser 2003-11)

Registration of Transfer and Exchange of Certificates. (a) The Trustee on behalf of the Trust Certificate Registrar shall keep or cause to be kept, at the office or agency maintained at one of its offices or at its designated agentpursuant to Section 3.07, a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject which, subject to such reasonable rules and regulations as the Trustee it may prescribe, Wilmington Trust Company shall provide for the Certificate Register registration of Certificates and of transfers and exchanges of Certificates as herein provided. Wilmington Trust Company shall be amended from time to time by the Trustee or its agent to reflect notice of any changes received by the Trustee or its agent pursuant to Section 10.06. The Trustee hereby appoints itself as the initial Certificate Registrar. In the event that the Certificate Registrar shall for any reason become unable to act as Certificate Registrar, the Certificate Registrar shall promptly give written notice to such effect to the Depositor, the Owner Trustee and the Servicer. Upon receipt of such notice, the Servicer shall appoint another bank or trust company, which shall agree to act in accordance with the provisions of this Agreement applicable to it, and otherwise acceptable to the Owner Trustee, to act as successor Certificate Registrar under this Agreement. (b) Upon surrender for registration of transfer of any Certificate to the Trustee at the Corporate Trust Office of the Trustee, or such other address office or agency as may hereafter be provided maintained pursuant to the Servicer in writing by the TrusteeSection 3.07, the Owner Trustee on behalf of the Trust shall execute, authenticate and the Trustee deliver (or any Authenticating Agent shall cause its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations of Authorized Denominationsa like aggregate amount dated the date of authentication by the Owner Trustee or any authenticating agent. At the option of the Certificateholdersa Holder, Certificates may be exchanged for other Certificates in Authorized Denominations of authorized denominations of a like Certificate Principal Balance or Percentage Interest, as applicable, aggregate amount upon surrender of the Certificates to be exchanged at any such the office or agencyagency maintained pursuant to Section 3.07. Whenever any Certificates are so surrendered for exchangeThe preceding provisions of this Section notwithstanding, the Owner Trustee on behalf of the Trust shall execute, not make and the Trustee, Certificate Registrar shall not register transfer or exchanges of Certificates for a period of 15 days preceding the due date for any Authenticating Agent, shall authenticate and deliver, payment with respect to the Certificates which the Certificateholder making the exchange is entitled to receive. Certificates. (c) Every Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee or any Authenticating Agent and the Certificate Registrar duly executed by, by the Holder thereof or such Xxxxxx’s his attorney duly authorized in writing. A reasonable Each Certificate surrendered for registration of transfer or exchange shall be cancelled and disposed of by the Owner Trustee in accordance with its customary practice. No transfer of a Certificate shall be made unless the Owner Trustee shall have received: (1) a representation from the transferee of such Certificate substantially in the form of Exhibit B to the effect that: (i) such transferee is not a Non-U.S. Person; and (ii) such transferee is not an employee benefit plan or arrangement subject to Section 406 of Employee Retirement Income Security Act of 1974, as amended ("ERISA"), a plan subject to Section 4975 of the Code or a governmental plan (as defined in Section 3(32) of ERISA) subject to any federal, state or local law which is, to a material extent, similar to the foregoing provisions of ERISA or the Code (a "Plan"), nor a person acting on behalf of a Plan nor using the assets of a Plan to effect such transfer; (2) a representation from the transferor of such Certificate substantially in the form of Exhibit C; and (3) an opinion of counsel to the Owner Trustee that the transfer of such Certificate is being made pursuant to an effective registration under the Securities Act or is exempt from the registration requirements of the Securities Act. Notwithstanding anything else to the contrary herein, any purported transfer of a Certificate to or on behalf of a Plan or utilizing the assets of a Plan shall be void and of no effect. To the extent permitted under applicable law (including, but not limited to, ERISA), the Owner Trustee shall be under no liability to any Person for any registration of transfer of any Certificate that is in fact not permitted by this Section 3.03(c) or for making any payments due on such Certificate to the Certificateholder thereof or taking any other action with respect to such Holder under the provisions of this Trust Agreement or the Sale and Servicing Agreement so long as the transfer was registered by the Certificate Registrar or the Owner Trustee in accordance with the foregoing requirements. (d) No service charge may shall be made for any such registration of transfer or exchange or transfer of Certificates, and but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange or transfer of Certificates. All Certificates surrendered for exchange or transfer shall be cancelled by the Trustee or any Authenticating Agent.

Appears in 3 contracts

Samples: Trust Agreement (Nissan Auto Receivables 2003-C Owner Trust), Trust Agreement (Nissan Auto Receivables 2004-a Owner Trust), Trust Agreement (Nissan Auto Receivables 2002 C Owner Trust)

Registration of Transfer and Exchange of Certificates. (a) The Trustee on behalf of the Trust Administrator shall maintain, or cause to be maintained at one of its offices or at its designated agentmaintained, a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject which, subject to such reasonable rules and regulations as the Trustee it may prescribe, the Certificate Register Trust Administrator shall be amended from time to time by provide for the Trustee or its agent to reflect notice registration of any changes received by the Trustee or its agent pursuant to Section 10.06. The Trustee hereby appoints itself Certificates and of transfers and exchanges of Certificates as the initial Certificate Registrarherein provided. Upon surrender for registration of transfer of any Certificate to the Trustee at the Corporate Trust Office of the Trustee, or such other address or agency as may hereafter be provided to the Servicer in writing by the TrusteeCertificate, the Trustee on behalf of the Trust Administrator shall execute, and the Trustee or any Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates in like aggregate interest and of Authorized Denominations. the same Class. (b) At the option of the Certificateholdersa Certificateholder, Certificates may be exchanged for other Certificates of authorized denominations and the same aggregate interest in Authorized Denominations the Trust Fund and of like Certificate Principal Balance or Percentage Interest, as applicablethe same Class, upon surrender of the Certificates to be exchanged at any such the office or agencyagency of the Trust Administrator set forth in Section 6.06. Whenever any Certificates are so surrendered for exchange, the Trustee on behalf of the Trust Administrator shall execute, and the Trustee, or any Authenticating Agent, shall authenticate and deliver, deliver the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee or any Authenticating Agent and Trust Administrator duly executed by, by the Holder thereof or such Xxxxxx’s his attorney duly authorized in writing. A reasonable . (c) No service charge may to the Certificateholders shall be made for any such registration of transfer or exchange or transfer of Certificates, and the Trustee may require but payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange or transfer of Certificates. Certificates may be required. (d) All Certificates surrendered for registration of transfer and exchange or transfer shall be cancelled canceled and subsequently destroyed by the Trust Administrator in accordance with the Trust Administrator’s customary procedures. (e) No transfer of any Private Certificate shall be made unless that transfer is made pursuant to an effective registration statement under the 1933 Act and effective registration or qualification under applicable state securities laws, or is made in a transaction which does not require such registration or qualification. Except in connection with any transfer of a Private Certificate by the Depositor to any affiliate, in the event that a transfer is to be made in reliance upon an exemption from the 1933 Act and such laws, in order to assure compliance with the 1933 Act and such laws, the Certificateholder desiring to effect such transfer and such Certificateholder’s prospective transferee shall each certify to the Trust Administrator in writing the facts surrounding the transfer in substantially the form set forth in Exhibit L (the “Transferor Certificate”) and (i) deliver a letter in substantially the form of either (A) Exhibit M 1 (the “Investment Letter”), provided that all of the Private Certificates of a Class shall be transferred to one investor or the Depositor otherwise consents to such transfer, or (B) Exhibit M 2 (the “Rule 144A Letter”) or (ii) there shall be delivered to the Trust Administrator at the expense of the transferor an Opinion of Counsel that such transfer may be made pursuant to an exemption from the 1933 Act. The Depositor shall provide to any Holder of a Private Certificate and any prospective transferee designated by any such Holder, information regarding the related Certificates and the Mortgage Loans and such other information as shall be necessary to satisfy the condition to eligibility set forth in Rule 144A(d)(4) for transfer of any such Certificate without registration thereof under the 1933 Act pursuant to the registration exemption provided by Rule 144A. The Trust Administrator shall cooperate with the Depositor in providing the Rule 144A information referenced in the preceding sentence, including providing to the Depositor such information regarding the Certificates, the Mortgage Loans and other matters regarding the Trust Fund as the Depositor shall reasonably request to meet its obligation under the preceding sentence. Each Holder of a Private Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Trust Administrator, the Depositor, each Seller, the Master Servicer, each Servicer and the Special Servicer against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. (f) No transfer of an ERISA-Restricted Certificate shall be made to any employee benefit or other plan that is subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or Section 4975 of the Code, to a trustee or other person acting on behalf of any such plan, or to any other person using “plan assets” to effect such acquisition, unless the prospective transferee of a Certificate provides the Trust Administrator with (i) in the case of an ERISA-Restricted Certificate that has been the subject of an ERISA-Qualifying Underwriting, a certification as set forth in item (d) of Exhibit M-1 or M-2 or item 15 of Exhibit N and in the case of any other ERISA-Restricted Certificate, a certification as set forth in item d(i) of Exhibit M-1 or M-2 or item 15(a) of Exhibit N; or (ii) an Opinion of Counsel which establishes to the reasonable satisfaction of the Trustee and the Trust Administrator that the purchase and holding of an ERISA-Restricted Certificate by, on behalf of or with “plan assets” of such plan is permissible under applicable local law, would not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA or Section 4975 of the Code, and would not subject the Depositor, the Trustee, the Trust Administrator, the Master Servicer or the Servicers or the Special Servicer to any obligation or liability (including liabilities under ERISA or Section 4975 of the Code) in addition to those undertaken in this Agreement or any Authenticating Agentother liability. The Trust Administrator shall require, where applicable, that such prospective transferee certify to the Trust Administrator in writing the facts establishing that such transferee is not such a plan and is not acting on behalf of or using “plan assets” of any such plan to effect such acquisition. (g) Additional restrictions on transfers of the Class AR Certificates to Disqualified Organizations are set forth below: (i) Each Person who has or who acquires any ownership interest in a Class AR Certificate shall be deemed by the acceptance or acquisition of such ownership interest to have agreed to be bound by the following provisions and to have irrevocably authorized the Trust Administrator or its designee under clause (iii)(A) below to deliver payments to a Person other than such Person and to negotiate the terms of any mandatory sale under clause (iii)(B) below and to execute all instruments of transfer and to do all other things necessary in connection with any such sale. The rights of each Person acquiring any ownership interest in a Class AR Certificate are expressly subject to the following provisions: (A) Each Person holding or acquiring any ownership interest in a Class AR Certificate shall be other than a Disqualified Organization and shall promptly notify the Trust Administrator of any change or impending change in its status as other than a Disqualified Organization. (B) In connection with any proposed transfer of any ownership interest in a Class AR Certificate to a U.S. Person, the Trust Administrator shall require delivery to it, and shall not register the transfer of a Class AR Certificate until its receipt of (1) an affidavit and agreement (a “Transferee Affidavit and Agreement” attached hereto as Exhibit N) from the proposed transferee, in form and substance satisfactory to the Trust Administrator, representing and warranting, among other things, that it is not a non U.S. Person, that such transferee is other than a Disqualified Organization, that it is not acquiring its ownership interest in a Class AR Certificate that is the subject of the proposed Transfer as a nominee, trustee or agent for any Person who is not other than a Disqualified Organization, that for so long as it retains its ownership interest in a Class AR Certificate, it will endeavor to remain other than a Disqualified Organization, and that it has reviewed the provisions of this Section 6.02(g) and agrees to be bound by them, and (2) a certificate, attached hereto as Exhibit O, from the Holder wishing to transfer a Class AR Certificate, in form and substance satisfactory to the Trust Administrator, representing and warranting, among other things, that no purpose of the proposed transfer is to allow such Holder to impede the assessment or collection of tax. (C) Notwithstanding the delivery of a Transferee Affidavit and Agreement by a proposed transferee under clause (B) above, if the Trust Administrator has actual knowledge that the proposed transferee is not other than a Disqualified Organization, no transfer of an ownership interest in a Class AR Certificate to such proposed transferee shall be effected. (D) Each Person holding or acquiring any ownership interest in a Class AR Certificate agrees, by holding or acquiring such ownership interest, to require a Transferee Affidavit and Agreement from the other Person to whom such Person attempts to transfer its ownership interest and to provide a certificate to the Trust Administrator in the form attached hereto as Exhibit O. (ii) The Trust Administrator shall register the transfer of any Class AR Certificate only if it shall have received the Transferee Affidavit and Agreement, a certificate of the Holder requesting such transfer in the form attached hereto as Exhibit O and all of such other documents as shall have been reasonably required by the Trust Administrator as a condition to such registration. (iii) (A) If any Disqualified Organization shall become a Holder of a Class AR Certificate, then the last preceding Holder that was other than a Disqualified Organization shall be restored, to the extent permitted by law, to all rights and obligations as Holder thereof retroactive to the date of registration of such transfer of such Class AR Certificate. If any non U.S. Person shall become a Holder of a Class AR Certificate, then the last preceding Holder that is a U.S. Person shall be restored, to the extent permitted by law, to all rights and obligations as Holder thereof retroactive to the date of registration of the transfer to such non U.S. Person of such Class AR Certificate. If a transfer of a Class AR Certificate is disregarded pursuant to the provisions of Treasury Regulations Section 1.860E 1 or Section 1.860G 3, then the last preceding Holder that was other than a Disqualified Organization shall be restored, to the extent permitted by law, to all rights and obligations as Holder thereof retroactive to the date of registration of such transfer of such Class AR Certificate. The Trust Administrator shall be under no liability to any Person for any registration of transfer of a Class AR Certificate that is in fact not permitted by this Section 6.02(g) or for making any payments due on such Certificate to the Holder thereof or for taking any other action with respect to such Holder under the provisions of this Agreement.

Appears in 3 contracts

Samples: Pooling and Servicing Agreement (CSFB Mortgage Back Pass THR Cer Ser 2003-Ar2), Pooling and Servicing Agreement (CSFB Mortgage-Backed Pass-Through Certificates Ser 2002-Ar31), Pooling and Servicing Agreement (CSFB Mortgage Backed Pass THR Certs Series 2002-Ar33)

Registration of Transfer and Exchange of Certificates. The Trustee on behalf of the Trust shall cause to be maintained at one of its offices or at its designated agent, a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject to such reasonable rules and regulations as the Trustee may prescribe, the Certificate Register shall be amended from time to time by the Trustee or its agent to reflect notice of any changes received by the Trustee or its agent pursuant to Section 10.06. The Trustee hereby appoints itself as the initial Certificate Registrar. Upon surrender for registration of transfer of any Certificate to the Trustee at the Corporate Trust Office office of the Trustee's agent at DTC Transfer Agent Services, 00 Xxxxx Xxxxxx, Xxxxxxxx Xxxx Entrance, New York, New York 10041, or at DB Services Tennessee, Inc., 000 Xxxxxxxxx Xxxx Xxxx, Xxxxxxxxx, XX 00000, Attention: Transfer Department, or such other address or agency as may hereafter be provided to the Master Servicer in writing by the Trustee, the Trustee on behalf of the Trust shall execute, and the Trustee or any Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of Authorized Denominations. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in Authorized Denominations of like Certificate Principal Balance or Percentage Interest, as applicable, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee on behalf of the Trust shall execute, and the Trustee, or any Authenticating Agent, shall authenticate and deliver, the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for transfer shall (if so required by the Trustee or any Authenticating Agent) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee or any Authenticating Agent and duly executed by, the Holder thereof or such Xxxxxx’s Holder's attorney duly authorized in writing. A reasonable service charge may be made for any such exchange or transfer of Certificates, and the Trustee may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any exchange or transfer of Certificates. All Certificates surrendered for exchange or transfer shall be cancelled by the Trustee or any Authenticating Agent.

Appears in 3 contracts

Samples: Pooling and Servicing Agreement (Wamu Mortgage Pass-Through Certificates Series 2004 Ar-3), Pooling and Servicing Agreement (WaMu Mortgage Pass-Through Certificates, Series 2004-Ar8), Pooling and Servicing Agreement (WaMu Mortgage Pass-Through Certificates, Series 2004-Ar10)

Registration of Transfer and Exchange of Certificates. The Trustee on behalf of the Trust shall cause to be maintained at one of its offices or at its designated agent, a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject to such reasonable rules and regulations as the Trustee may prescribe, the Certificate Register shall be amended from time to time by the Trustee or its agent to reflect notice of any changes received by the Trustee or its agent pursuant to Section 10.06. The Trustee hereby appoints itself as the initial Certificate Registrar. Upon surrender for registration of transfer of any Certificate to the Trustee at the Corporate Trust Office of the TrusteeTrustee or at the office of State Street Bank and Trust Company, N.A., 00 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Corporate Trust Window, or such other address or agency as may hereafter be provided to the Master Servicer in writing by the Trustee, the Trustee on behalf of the Trust shall execute, and the Trustee or any Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of Authorized Denominations. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in Authorized Denominations of like Certificate Principal Balance or Percentage Interest, as applicable, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee on behalf of the Trust shall execute, and the Trustee, or any Authenticating Agent, shall authenticate and deliver, the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for transfer shall (if so required by the Trustee or any Authenticating Agent) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee or any Authenticating Agent and duly executed by, the Holder thereof or such Xxxxxx’s Holder's attorney duly authorized in writing. A reasonable service charge may be made for any such exchange or transfer of Certificates, and the Trustee may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any exchange or transfer of Certificates. All Certificates surrendered for exchange or transfer shall be cancelled by the Trustee or any Authenticating Agent.

Appears in 3 contracts

Samples: Pooling and Servicing Agreement (Wamu Mortgage Pass Through Certificates Series 2002-S3), Pooling and Servicing Agreement (Wamu Mortgage Pass Through Certificates Series 2002-S2), Pooling and Servicing Agreement (Wamu Mortgage Pass Through Certificates Series 2002-S6)

Registration of Transfer and Exchange of Certificates. The Trustee on behalf of the Trust shall Certificate Registrar will keep or cause to be kept, at the office or agency maintained at one of its offices or at its designated agentpursuant to Section 3.7, a Certificate Register in which there shall which, subject to such reasonable regulations as it may prescribe, the Owner Trustee will provide for the registration of the Certificates and of transfers and exchanges of the Certificates as herein provided. The Owner Trustee will be recorded the initial Certificate Registrar. The initial Certificateholder will provide the Certificate Registrar and the Indenture Trustee with its name and address on the Closing Date. Upon any transfers of a Certificate, the Certificate Registrar will notify the Indenture Trustee of the name and address of each Certificateholder. Subject to transferee in writing, by facsimile, on the day of such reasonable rules and regulations as the Trustee may prescribe, the Certificate Register shall be amended from time to time by the Trustee or its agent to reflect notice of any changes received by the Trustee or its agent pursuant to Section 10.06. The Trustee hereby appoints itself as the initial Certificate Registrartransfer. Upon surrender for registration of transfer of any a Certificate to the Trustee at the Corporate Trust Office of the Trustee, or such other address office or agency as may hereafter be provided maintained pursuant to the Servicer in writing by the TrusteeSection 3.7, the Owner Trustee on behalf of the Trust shall will execute, and the Trustee or any Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transfereestransferee, one or more a new Certificates Certificate dated the date of Authorized Denominations. At authentication by the option of the Certificateholders, Certificates may be exchanged for other Certificates in Authorized Denominations of like Certificate Principal Balance or Percentage Interest, as applicable, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Owner Trustee on behalf of the Trust shall execute, and the Trustee, or any Authenticating Agent, shall authenticate and deliver, the Certificates which the Certificateholder making the exchange is entitled to receiveauthenticating agent. Every A Certificate presented or surrendered for registration of transfer shall be duly endorsed by, or exchange will be accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee or any Authenticating Agent and the Certificate Registrar duly executed by, by the Holder thereof Certificateholder or such Xxxxxx’s his attorney duly authorized in writing. A reasonable Each Certificate surrendered for registration of transfer or exchange will be canceled and subsequently disposed of by the Owner Trustee in accordance with its customary practice. No service charge may will be made for any such registration of transfer or exchange of a Certificate, but the Owner Trustee or transfer of Certificates, and the Trustee Certificate Registrar may require payment of a sum sufficient to cover any expense, tax or governmental charge that may be imposed in connection with any transfer or exchange of a Certificate. To the fullest extent permitted by applicable law, no sale, pledge or other transfer of a Certificate will be made unless (a) such sale, pledge or other transfer (i) is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or (ii) is made to a Person that is a “qualified institutional buyer” as defined in Rule 144A under the Securities Act, (b) such sale, pledge or other transfer will not cause the Trust to be treated as a publicly traded partnership taxable as a corporation for federal income tax purposes, and (c) such sale, pledge or other transfer is made to a Person who is a United States Person (within the meaning of Section 7701(a)(30) of the Code) and who has delivered to the Owner Trustee satisfactory evidence thereof. Each prospective purchaser of a Certificate after the Closing Date will deliver a completed and duly executed transferee’s certificate (in the form of Exhibit C for “qualified institutional buyers”), to the Owner Trustee and to the transferor for inspection prior to effecting any requested transfer. The Issuer and the Owner Trustee may rely conclusively upon the information contained in any such transferee’s certificate in the absence of knowledge to the contrary. In connection with any transfer (other than the purchase of any Certificate by a purchaser who delivers a transferee’s certificate in the form of Exhibit C), the Owner Trustee will require an Opinion of Counsel to the effect that such transfer may be effected without registration under the Securities Act, which Opinion of Counsel, if so required, will be addressed to the Issuer and the Owner Trustee and will be secured at the expense of the Holder. The Owner Trustee may rely upon the representation of any transferee made to the Owner Trustee, and upon such Opinion of Counsel, and will be fully protected in so doing. Any Certificateholders will be deemed to have agreed to these restrictions on transfer. In order to preserve the exemption for resales and transfers provided by Rule 144A under the Securities Act, the Issuer will provide to any Certificateholder and any prospective purchaser designated by such Certificateholder, upon request of such Certificateholder or such prospective purchaser, such information required by Rule 144A as will enable the resale of such Certificate to be made pursuant to Rule 144A. The Owner Trustee will cooperate with the Issuer in providing the Issuer such information in its possession regarding the Certificates, the Receivables and other matters regarding the Certificates as the Issuer will reasonably request to meet its obligations under the preceding sentence. All At the option of a Holder, a Certificate may be exchanged for one or more other Certificates of authorized denominations of a like aggregate beneficial interest in the Trust upon surrender of the Certificate to be exchanged at the Corporate Trust Office maintained pursuant to Section 3.7. Whenever any Certificates are so surrendered for exchange exchange, the Owner Trustee shall execute on behalf of the Trust, authenticate and deliver one or transfer shall be cancelled more Certificates dated the date of authentication by the Owner Trustee or any Authenticating Agentauthenticating agent. Such Certificates shall be delivered to the Holder making the exchange.

Appears in 3 contracts

Samples: Trust Agreement (Triad Financial Special Purpose LLC), Trust Agreement (Triad Financial Special Purpose LLC), Trust Agreement (Triad Financial Special Purpose LLC)

Registration of Transfer and Exchange of Certificates. The Trustee on behalf of the Trust shall cause to be maintained at one of its offices or at its designated agentCertificate Registrar, a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject to such reasonable rules and regulations as the Trustee may prescribe, the Certificate Register shall be amended from time to time by the Trustee or its agent to reflect notice of any changes received by the Trustee or its agent pursuant to Section 10.0610.5. The Trustee hereby appoints itself as the initial Certificate Registrar. The Trustee may appoint an Eligible Institution to act as its agent in order to delegate to such Eligible Institution its duties as Certificate Registrar under this Agreement. Upon surrender for registration of transfer of any Certificate to the Trustee at the its Corporate Trust Office or at the office of the TrusteeState Street Bank and Trust Company, N.A., 00 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or such other address or agency as may hereafter be provided to the Servicer in writing by the Trustee, the Trustee on behalf of the Trust shall execute, and the Trustee or any Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of Authorized DenominationsDenominations of like Percentage Interest. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in Authorized Denominations of like Certificate Principal Balance or Percentage Interest, as applicable, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee on behalf of the Trust shall execute, and the Trustee, or any Authenticating Agent, shall authenticate and deliver, the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for transfer shall (if so required by the Trustee or any Authenticating Agent) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee or any Authenticating Agent and duly executed by, the Holder thereof or such Xxxxxx’s Holder's attorney duly authorized in writing. A reasonable service charge may be made for any such exchange or transfer of Certificates, and the Trustee or an Authenticating Agent may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any exchange or transfer of Certificates. All Certificates surrendered for exchange or transfer shall be cancelled canceled by the Trustee or any Authenticating Agent.

Appears in 3 contracts

Samples: Pooling and Servicing Agreement (Abn Amro Mortgage Corp Series 2001-1), Pooling and Servicing Agreement (Abn Amro Mortgage Corp Series 2001-4), Pooling and Servicing Agreement (Abn Amro Mortgage Corp Series 2002-9)

Registration of Transfer and Exchange of Certificates. (a) The Trustee on behalf of the Trust Administrator shall maintain, or cause to be maintained at one of its offices or at its designated agentmaintained, a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject which, subject to such reasonable rules and regulations as the Trustee it may prescribe, the Certificate Register Trust Administrator shall be amended from time to time by provide for the Trustee or its agent to reflect notice registration of any changes received by the Trustee or its agent pursuant to Section 10.06. The Trustee hereby appoints itself Certificates and of transfers and exchanges of Certificates as the initial Certificate Registrarherein provided. Upon surrender for registration of transfer of any Certificate to the Trustee at the Corporate Trust Office of the Trustee, or such other address or agency as may hereafter be provided to the Servicer in writing by the TrusteeCertificate, the Trustee on behalf of the Trust Administrator shall execute, and the Trustee or any Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates in like aggregate interest and of Authorized Denominations. the same Class. (b) At the option of the Certificateholdersa Certificateholder, Certificates may be exchanged for other Certificates of authorized denominations and the same aggregate interest in Authorized Denominations the Trust Fund and of like Certificate Principal Balance or Percentage Interest, as applicablethe same Class, upon surrender of the Certificates to be exchanged at any such the office or agencyagency of the Trust Administrator set forth in Section 6.06. Whenever any Certificates are so surrendered for exchange, the Trustee on behalf of the Trust Administrator shall execute, and the Trustee, or any Authenticating Agent, shall authenticate and deliver, deliver the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee or any Authenticating Agent and Trust Administrator duly executed by, by the Holder thereof or such Xxxxxx’s his attorney duly authorized in writing. A reasonable . (c) No service charge may to the Certificateholders shall be made for any such registration of transfer or exchange or transfer of Certificates, and the Trustee may require but payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange or transfer of Certificates. Certificates may be required. (d) All Certificates surrendered for registration of transfer and exchange or transfer shall be cancelled canceled and subsequently destroyed by the Trust Administrator in accordance with the Trust Administrator’s customary procedures. (e) No transfer of any Private Certificate shall be made unless that transfer is made pursuant to an effective registration statement under the 1933 Act and effective registration or qualification under applicable state securities laws, or is made in a transaction which does not require such registration or qualification. Except in connection with any transfer of a Private Certificate by the Depositor to any affiliate, in the event that a transfer is to be made in reliance upon an exemption from the 1933 Act and such laws, in order to assure compliance with the 1933 Act and such laws, the Certificateholder desiring to effect such transfer and such Certificateholder’s prospective transferee shall each certify to the Trust Administrator in writing the facts surrounding the transfer in substantially the form set forth in Exhibit L (the “Transferor Certificate”) and (i) deliver a letter in substantially the form of either (A) Exhibit M 1 (the “Investment Letter”), provided that all of the Private Certificates of a Class shall be transferred to one investor or the Depositor otherwise consents to such transfer, or (B) Exhibit M 2 (the “Rule 144A Letter”) or (ii) there shall be delivered to the Trust Administrator at the expense of the transferor an Opinion of Counsel that such transfer may be made pursuant to an exemption from the 1933 Act. The Depositor shall provide to any Holder of a Private Certificate and any prospective transferee designated by any such Holder, information regarding the related Certificates and the Mortgage Loans and such other information as shall be necessary to satisfy the condition to eligibility set forth in Rule 144A(d)(4) for transfer of any such Certificate without registration thereof under the 1933 Act pursuant to the registration exemption provided by Rule 144A. The Trust Administrator shall cooperate with the Depositor in providing the Rule 144A information referenced in the preceding sentence, including providing to the Depositor such information regarding the Certificates, the Mortgage Loans and other matters regarding the Trust Fund as the Depositor shall reasonably request to meet its obligation under the preceding sentence. Each Holder of a Private Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Trust Administrator, the Depositor, each Seller, the Master Servicer, each Servicer and the Special Servicer against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. (f) No transfer of an ERISA-Restricted Certificate shall be made unless the Trustee shall have received in accordance with Exhibit X-0, Xxxxxxx X-0 or Exhibit N, as applicable, either (i) a representation letter from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Trustee, to the effect that such transferee is not an employee benefit plan or arrangement subject to Section 406 of ERISA or Section 4975 of the Code, or a person using the assets of any such plan or arrangement, which representation letter shall not be an expense of the Trustee or the Trust Fund, (ii) if the purchaser is an insurance company and the Certificate has been the subject of an ERISA-Qualifying Underwriting, a representation that the purchaser is an insurance company which is purchasing such Certificates with funds contained in an “insurance company general account” (as such term is defined in Section V(e) of Prohibited Transaction Class Exemption 95-60 (“PTCE 95-60”)) and that the purchase and holding of such Certificates are covered under Sections I and III of PTCE 95-60 or (iii) in the case of any Authenticating Agentsuch Certificate presented for registration in the name of an employee benefit plan or arrangement subject to ERISA or Section 4975 of the Code (or comparable provisions of any subsequent enactments), or a person using such plan’s or arrangement’s assets, an Opinion of Counsel satisfactory to the Trustee to the effect that the purchase or holding of such Certificate will not result in prohibited transactions under Section 406 of ERISA and/or Section 4975 of the Code and will not subject the Depositor, the Trustee, the Trust Administrator, the Master Servicer or any other Servicer to any obligation in addition to those undertaken in this Agreement, which Opinion of Counsel shall not be an expense of such parties or the Trust Fund. In the event the representations referred to in the preceding sentence are not furnished, such representations shall be deemed to have been made to the trustee by the transferee’s acceptance of an ERISA-Restricted Certificate by any beneficial owner who purchases an interest in such Certificate in book-entry form. In the event that a representation is violated, or any attempt to transfer an ERISA- Restricted Certificate to a plan or arrangement or person using a plan’s or arrangement’s assets is attempted without the delivery to the Trustee of the Opinion of Counsel described above, the attempted transfer or acquisition of such Certificate shall be void and of no effect. (g) Additional restrictions on transfers of the Class AR Certificates to Disqualified Organizations are set forth below: (i) Each Person who has or who acquires any ownership interest in a Class AR Certificate shall be deemed by the acceptance or acquisition of such ownership interest to have agreed to be bound by the following provisions and to have irrevocably authorized the Trust Administrator or its designee under clause (iii)(A) below to deliver payments to a Person other than such Person and to negotiate the terms of any mandatory sale under clause (iii)(B) below and to execute all instruments of transfer and to do all other things necessary in connection with any such sale. The rights of each Person acquiring any ownership interest in a Class AR Certificate are expressly subject to the following provisions: (A) Each Person holding or acquiring any ownership interest in a Class AR Certificate shall be other than a Disqualified Organization and shall promptly notify the Trust Administrator of any change or impending change in its status as other than a Disqualified Organization. (B) In connection with any proposed transfer of any ownership interest in a Class AR Certificate to a U.S. Person, the Trust Administrator shall require delivery to it, and shall not register the transfer of a Class AR Certificate until its receipt of (1) an affidavit and agreement (a “Transferee Affidavit and Agreement” attached hereto as Exhibit N) from the proposed transferee, in form and substance satisfactory to the Trust Administrator, representing and warranting, among other things, that it is not a non U.S. Person, that such transferee is other than a Disqualified Organization, that it is not acquiring its ownership interest in a Class AR Certificate that is the subject of the proposed Transfer as a nominee, trustee or agent for any Person who is not other than a Disqualified Organization, that for so long as it retains its ownership interest in a Class AR Certificate, it will endeavor to remain other than a Disqualified Organization, and that it has reviewed the provisions of this Section 6.02(g) and agrees to be bound by them, and (2) a certificate, attached hereto as Exhibit O, from the Holder wishing to transfer a Class AR Certificate, in form and substance satisfactory to the Trust Administrator, representing and warranting, among other things, that no purpose of the proposed transfer is to allow such Holder to impede the assessment or collection of tax. (C) Notwithstanding the delivery of a Transferee Affidavit and Agreement by a proposed transferee under clause (B) above, if the Trust Administrator has actual knowledge that the proposed transferee is not other than a Disqualified Organization, no transfer of an ownership interest in a Class AR Certificate to such proposed transferee shall be effected. (D) Each Person holding or acquiring any ownership interest in a Class AR Certificate agrees, by holding or acquiring such ownership interest, to require a Transferee Affidavit and Agreement from the other Person to whom such Person attempts to transfer its ownership interest and to provide a certificate to the Trust Administrator in the form attached hereto as Exhibit O. (ii) The Trust Administrator shall register the transfer of any Class AR Certificate only if it shall have received the Transferee Affidavit and Agreement, a certificate of the Holder requesting such transfer in the form attached hereto as Exhibit O and all of such other documents as shall have been reasonably required by the Trust Administrator as a condition to such registration. (iii) (A) If any Disqualified Organization shall become a Holder of a Class AR Certificate, then the last preceding Holder that was other than a Disqualified Organization shall be restored, to the extent permitted by law, to all rights and obligations as Holder thereof retroactive to the date of registration of such transfer of such Class AR Certificate. If any non U.S. Person shall become a Holder of a Class AR Certificate, then the last preceding Holder that is a U.S. Person shall be restored, to the extent permitted by law, to all rights and obligations as Holder thereof retroactive to the date of registration of the transfer to such non U.S. Person of such Class AR Certificate. If a transfer of a Class AR Certificate is disregarded pursuant to the provisions of Treasury Regulations Section 1.860E 1 or Section 1.860G 3, then the last preceding Holder that was other than a Disqualified Organization shall be restored, to the extent permitted by law, to all rights and obligations as Holder thereof retroactive to the date of registration of such transfer of such Class AR Certificate. The Trust Administrator shall be under no liability to any Person for any registration of transfer of a Class AR Certificate that is in fact not permitted by this Section 6.02(g) or for making any payments due on such Certificate to the Holder thereof or for taking any other action with respect to such Holder under the provisions of this Agreement.

Appears in 3 contracts

Samples: Pooling and Servicing Agreement (CSFB Sec Corp CSFB Mort Backed Pass THR Certs Ser 2003 Ar18), Pooling and Servicing Agreement (CSFB Mortgage Backed Pass Through Certs Ser 2003-Ar12), Pooling and Servicing Agreement (CSFB Mortgage-Backed Pass-Through Certificates Ser Ar15)

Registration of Transfer and Exchange of Certificates. The Trustee on behalf of the Trust shall cause to be maintained at one of its offices or at its designated agent, a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject to such reasonable rules and regulations as the Trustee may prescribe, the Certificate Register shall be amended from time to time by the Trustee or its agent to reflect notice of any changes received by the Trustee or its agent pursuant to Section 10.06. The Trustee hereby appoints itself as the initial Certificate Registrar. Upon surrender for registration of transfer of any Certificate to the Trustee at the Corporate Trust Office of the TrusteeTrustee or at the office of U.S. Bank National Association, U.S. Bank Trust New York, 000 Xxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, XX 00000, Attention: Corporate Trust Window, or such other address or agency as may hereafter be provided to the Master Servicer in writing by the Trustee, the Trustee on behalf of the Trust shall execute, and the Trustee or any Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of Authorized Denominations. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in Authorized Denominations of like Certificate Principal Balance or Percentage Interest, as applicable, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee on behalf of the Trust shall execute, and the Trustee, or any Authenticating Agent, shall authenticate and deliver, the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for transfer shall (if so required by the Trustee or any Authenticating Agent) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee or any Authenticating Agent and duly executed by, the Holder thereof or such Xxxxxx’s Holder's attorney duly authorized in writing. A reasonable service charge may be made for any such exchange or transfer of Certificates, and the Trustee may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any exchange or transfer of Certificates. All Certificates surrendered for exchange or transfer shall be cancelled by the Trustee or any Authenticating Agent.

Appears in 3 contracts

Samples: Pooling and Servicing Agreement (Washington Mutual MSC Mortgage Pass-Through Certificates, Series 2004-Ra2), Pooling and Servicing Agreement (Washington Mutual MSC Mort Pass THR Certs Ser 2003-Ms9), Pooling and Servicing Agreement (Wamu Mortgage Pass-Through Certificates Ser 2003-S12)

Registration of Transfer and Exchange of Certificates. The Trustee on behalf of the Trust shall cause to be maintained at one of its offices or at its designated agentCertificate Registrar, a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject to such reasonable rules and regulations as the Trustee may prescribe, the Certificate Register shall be amended from time to time by the Trustee or its agent to reflect notice of any changes received by the Trustee or its agent pursuant to Section 10.0610.5. The Trustee hereby appoints itself LaSalle Bank National Association as the initial Certificate Registrar. The Trustee may appoint an Eligible Institution to act as its agent in order to delegate to such Eligible Institution its duties as Certificate Registrar under this Agreement. Upon surrender for registration of transfer of any Certificate to the Trustee at the Corporate office of First Trust Office of the TrusteeNew York, National Association, 000 Xxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, XX 00000, Attention: Xxxxx Xxxxxxxx, or such other address or agency as may hereafter be provided to the Certificate Administrator, if any, and the Servicer in writing by the Trustee, the Trustee on behalf of the Trust shall execute, and the Trustee (or any Authenticating Agent Agent) shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of Authorized DenominationsDenominations of like Percentage Interest. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in Authorized Denominations of like Certificate Principal Balance or Percentage Interest, as applicable, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee on behalf of the Trust shall execute, and the Trustee, or any Authenticating Agent, shall authenticate and deliver, the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for transfer shall (if so required by the Trustee or any Authenticating Agent) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee or any Authenticating Agent and duly executed by, the Holder thereof or such Xxxxxx’s Holder's attorney duly authorized in writing. A reasonable service charge may be made for any such exchange or transfer of Certificates, and the Trustee or an Authenticating Agent may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any exchange or transfer of Certificates. All Certificates surrendered for exchange or transfer shall be cancelled canceled by the Trustee or any Authenticating Agent.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Abn Amro Mortgage Corp Series 2002-7), Pooling and Servicing Agreement (Abn Amro Mortgage Corp Series 2002-1a)

Registration of Transfer and Exchange of Certificates. The Trustee on behalf of the Trust shall cause to be maintained at one of its offices or at its designated agentCertificate Registrar, a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject to such reasonable rules and regulations as the Trustee may prescribe, the Certificate Register shall be amended from time to time by the Trustee or its agent to reflect notice of any changes received by the Trustee or its agent pursuant to Section 10.0610.5. The Trustee hereby appoints itself as the initial Certificate Registrar. The Trustee may appoint an Eligible Institution to act as its agent in order to delegate to such Eligible Institution its duties as Certificate Registrar under this Agreement. Upon surrender for registration of transfer of any Certificate to the Trustee at the Corporate office of First Trust Office of the TrusteeNew York, National Association, 000 Xxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, XX 00000, Attention: Xxxxx Xxxxxxxx, or such other address or agency as may hereafter be provided to the Certificate Administrator, if any, and the Servicer in writing by the Trustee, the Trustee on behalf of the Trust shall execute, and the Trustee or any Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of Authorized DenominationsDenominations of like Percentage Interest. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in Authorized Denominations of like Certificate Principal Balance or Percentage Interest, as applicable, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee on behalf of the Trust shall execute, and the Trustee, or any Authenticating Agent, shall authenticate and deliver, the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for transfer shall (if so required by the Trustee or any Authenticating Agent) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee or any Authenticating Agent and duly executed by, the Holder thereof or such Xxxxxx’s Holder's attorney duly authorized in writing. A reasonable service charge may be made for any such exchange or transfer of Certificates, and the Trustee or an Authenticating Agent may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any exchange or transfer of Certificates. Upon the transfer of a Class Certificate each transferee that purchases a Class A Certificate with the assets of one or more Plans shall be deemed to represent that each such Plan qualifies as an "accredited investor" as defined in Rule 501(a)(1) of Regulation D under the Securities act. If at any time the Class A Certificates fail to receive a rating from any of S&P or Fitch that is one of the three highest generic rating categories for that respective rating agency, then such Class A Certificate shall not thereafter be eligible for transfer to a Plan, and each transferee shall be deemed to represent that it is not purchasing or holding its Class A Certificate with plan assets of a Plan. All Certificates surrendered for exchange or transfer shall be cancelled by the Trustee or any Authenticating Agent.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Abn Amro Mortgage Corp), Pooling and Servicing Agreement (Abn Amro Mortgage Corp)

Registration of Transfer and Exchange of Certificates. The Trustee on behalf of the Trust Certificate Registrar shall keep or cause to be kept, at the office or agency maintained at one of its offices or at its designated agentpursuant to Section 3.09, a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject which, subject to such reasonable rules and regulations as the Trustee it may prescribe, the Certificate Register Owner Trustee shall be amended from time to time by provide for the Trustee or its agent to reflect notice registration of any changes received by the Trustee or its agent pursuant to Section 10.06Certificates and of transfers and exchanges of Certificates as herein provided. The Trustee Administrator is hereby appoints itself appointed as the initial Certificate Registrar. Upon surrender for registration of transfer of any Certificate to the Trustee at the Corporate Trust Office office or agency maintained pursuant to Section 3.09 and upon satisfaction of the Trustee, or such other address or agency as may hereafter be provided to the Servicer applicable conditions set forth in writing by the TrusteeSection 3.04, the Owner Trustee on behalf of the Trust shall execute, authenticate and the Trustee deliver (or any Authenticating Agent shall cause its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations of Authorized Denominationsa like aggregate amount dated the date of authentication by the Owner Trustee or any authenticating agent. At the option of the Certificateholdersa Holder, Certificates may be exchanged for other Certificates in Authorized Denominations of authorized denominations of a like Certificate Principal Balance or Percentage Interest, as applicable, aggregate amount upon surrender of the Certificates to be exchanged at any such the office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee on behalf of the Trust shall execute, and the Trustee, or any Authenticating Agent, shall authenticate and deliver, the Certificates which the Certificateholder making the exchange is entitled agency maintained pursuant to receiveSection 3.09. Every Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee or any Authenticating Agent and the Certificate Registrar duly executed by, by the Holder thereof or such Xxxxxx’s Holder's attorney duly authorized in writing. A reasonable Each Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by the Owner Trustee in accordance with its customary practice. No service charge may shall be made for any such registration of transfer or exchange or transfer of Certificates, and but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange or transfer of Certificates. All Certificates surrendered for exchange or transfer shall be cancelled by the Trustee or any Authenticating Agent.

Appears in 2 contracts

Samples: Trust Agreement (Finance America Securities LLC), Deposit Trust Agreement (Aegis Asset Backed Securities Corp)

Registration of Transfer and Exchange of Certificates. The Trustee on behalf of the Trust shall cause to be maintained (a) CMSI will maintain at one of its expense an office or offices or at agency or agencies where the certificates may be surrendered for registration of transfer or exchange and where notices and demands to or upon CMSI relating to the certificates and this agreement may be served. CMSI initially appoints the Certificate Registrar designated in the Series Terms as its designated agent, office for purposes of receipt of notices and demands. CMSI will maintain a Certificate Register at such office in which there shall be recorded the name and address of each Certificateholder. Subject which, subject to such reasonable rules and regulations as it prescribes, CMSI will provide for the registration and transfer of certificates. CMSI will give prompt written notice to the Trustee may prescribe, and to the certificate holders of any change in the location of the Certificate Register shall be amended from time to time by the Trustee or its agent to reflect notice of any changes received by the Trustee such office or its agent pursuant to Section 10.06. The Trustee hereby appoints itself as the initial Certificate Registraragency. Upon surrender for registration of transfer of any Certificate to the Trustee certificate at the Corporate Trust Office of the Trusteeoffice or agency, or such other address or agency as may hereafter be provided to the Servicer in writing by the Trustee, the Trustee on behalf of the Trust shall execute, CMSI will execute and the Trustee or any the Authenticating Agent shall will authenticate and deliver, in the name of the designated transferee or transfereestransferee, one or more new Certificates certificates in authorized denominations of Authorized Denominationsthe same aggregate number of single certificates or the same aggregate percentage interest, as the case may be. At the option of the Certificateholderscertificate holder, Certificates certificates may be exchanged for other Certificates in Authorized Denominations certificates of like Certificate Principal Balance authorized denominations evidencing the same aggregate number of single certificates or Percentage Interestthe same aggregate percentage interest, as applicablethe case may be, upon surrender of the Certificates certificates to be exchanged at any such the office or agency. Whenever any Certificates are so surrendered for exchange, CMSI will execute and the Trustee on behalf of the Trust shall execute, and the Trustee, or any Authenticating Agent, shall Agent will authenticate and deliver, deliver the Certificates which certificates that the Certificateholder making the exchange certificate holder is entitled to receive. Every Certificate presented or certificate surrendered for registration of transfer shall be duly endorsed by, or exchange will be accompanied by a written instrument of transfer in form satisfactory to the Trustee or any Authenticating Agent Trustee, CMSI and the Certificate Registrar, duly executed by, by the Holder thereof holder or such Xxxxxx’s his attorney duly authorized in writing. A reasonable No service charge may will be made for any such registration of transfer or exchange or transfer of Certificatescertificates, and but the Trustee Certificate Registrar may require a payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any exchange the transfer or transfer of Certificatesexchange. All Certificates certificates surrendered for registration of transfer and exchange or transfer shall will be cancelled canceled and, subject to the record retention requirements of the Exchange Act, subsequently destroyed by the Trustee or, at its direction, by the Certificate Registrar. The Certificate Registrar will provide the Paying Agent and the Trustee by the third business day before each distribution day, the names and addresses of each certificate holder as of the record date and the number of single certificates or percentage interest it holds of record. (b) Notwithstanding the foregoing section 5.2(a), no legal or beneficial interest in all or any portion of a residual certificate may be transferred, directly or indirectly, to a “disqualified organization“ within the meaning of Internal Revenue Code Section 860E(e)(5), or to an agent of a disqualified organization (including a broker, nominee, or other middleman) (an Agent) and any such purported transfer will be void and of no effect. Further, no legal or beneficial interest in all or any portion of a residual certificate may be registered in the name of a Plan or a person investing the assets of a Plan (such Plan or person an ERISA Prohibited holder) or in the name of a person that is not (i) a U.S. person or (ii) a non-U.S. person that holds the residual certificate in connection with the conduct of a trade or business within the United States and has furnished the transferor, the Certificate Registrar, and the Trustee with an effective Internal Revenue Service Form W-8ECI or (iii) a non-U.S. person that has delivered to the transferor, the Certificate Registrar, and the Trustee an opinion of a nationally recognized tax counsel to the effect that the transfer of the residual certificate to it is in accordance with the requirements of the Internal Revenue Code and that such transfer of the residual certificate will not be disregarded for federal income tax purposes (any such person who is not described in clauses (i), (ii) or (iii) above being referred to herein as a “Non-permitted Foreign holder”). Furthermore, no legal or beneficial interest in all or any portion of a residual certificate may be transferred, directly or indirectly, to a foreign permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of the transferee or any other person. CMSI will not execute and the Trustee or Authenticating Agent.Agent will not authenticate and deliver, a new residual certificate in connection with any transfer of a residual certificate, and neither CMSI, the Certificate Registrar nor the Trustee will accept a surrender for transfer or registration of transfer, or register the transfer of, any residual certificate unless the transferor will have provided to CMSI, the Certificate Registrar and the Trustee an affidavit, substantially in the form of Appendix 1 hereto, signed by the transferee, to the effect that the transferee is not such a disqualified organization, an agent for any entity as to which the transferee has not received a substantially similar affidavit, an ERISA Prohibited holder, a Non-permitted Foreign holder, or a person for whom income on the residual certificate is attributed to a foreign permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of the transferee or any other person, accompanied by a written statement signed by the transferor to the effect that, as of the time of the transfer, the transferor has no actual knowledge that such affidavit is

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Citicorp Mortgage Securities Inc), Pooling and Servicing Agreement (Citicorp Mortgage Securities Inc)

Registration of Transfer and Exchange of Certificates. The Trustee on behalf of the Trust shall cause to be maintained at one of its offices or at its designated agentCertificate Registrar, a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject to such reasonable rules and regulations as the Trustee may prescribe, the Certificate Register shall be amended from time to time by the Trustee or its agent to reflect notice of any changes received by the Trustee or its agent pursuant to Section 10.0610.5. The Trustee hereby appoints itself LaSalle Bank National Association as the initial Certificate Registrar. The Trustee may appoint an Eligible Institution to act as its agent in order to delegate to such Eligible Institution its duties as Certificate Registrar under this Agreement. Upon surrender for registration of transfer of any Certificate to the Trustee at the Corporate office of First Trust Office of the TrusteeNew York, National Association, 000 Xxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, XX 00000, Attention: Xxxxx Xxxxxxxx, or such other address or agency as may hereafter be provided to the Certificate Administrator, if any, and the Servicer in writing by the Trustee, the Trustee on behalf of the Trust shall execute, and the Trustee or any Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of Authorized DenominationsDenominations of like Percentage Interest. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in Authorized Denominations of like Certificate Principal Balance or Percentage Interest, as applicable, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee on behalf of the Trust shall execute, and the Trustee, or any Authenticating Agent, shall authenticate and deliver, the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for transfer shall (if so required by the Trustee or any Authenticating Agent) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee or any Authenticating Agent and duly executed by, the Holder thereof or such Xxxxxx’s Holder's attorney duly authorized in writing. A reasonable service charge may be made for any such exchange or transfer of Certificates, and the Trustee or an Authenticating Agent may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any exchange or transfer of Certificates. All Certificates surrendered for exchange or transfer shall be cancelled canceled by the Trustee or any Authenticating Agent.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Abnn Amro Mortgage Corp Series 2002-1), Pooling and Servicing Agreement (Abn Amro Mortgage Corp Series 2001-7)

Registration of Transfer and Exchange of Certificates. The Trustee on behalf of the Trust shall cause to be maintained at one of its offices or at its designated agent, a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject to such reasonable rules and regulations as the Trustee may prescribe, the Certificate Register shall be amended from time to time by the Trustee or its agent to reflect notice of any changes received by the Trustee or its agent pursuant to Section 10.06. The Trustee hereby appoints itself as the initial Certificate Registrar. Upon surrender for registration of transfer of any Certificate to the Trustee at the Corporate Trust Office of the TrusteeTrustee or at the office of U.S. Bank National Association, U.S. Bank Trust New York, 000 Xxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000, Attention: Corporate Trust Window, or such other address or agency as may hereafter be provided to the Master Servicer in writing by the Trustee, the Trustee on behalf of the Trust shall execute, and the Trustee or any Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of Authorized Denominations. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in Authorized Denominations of like Certificate Principal Balance or Percentage Interest, as applicable, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee on behalf of the Trust shall execute, and the Trustee, or any Authenticating Agent, shall authenticate and deliver, the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for transfer shall (if so required by the Trustee or any Authenticating Agent) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee or any Authenticating Agent and duly executed by, the Holder thereof or such Xxxxxx’s Holder's attorney duly authorized in writing. A reasonable service charge may be made for any such exchange or transfer of Certificates, and the Trustee may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any exchange or transfer of Certificates. All Certificates surrendered for exchange or transfer shall be cancelled by the Trustee or any Authenticating Agent.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Washington Mutual MSC Mort Pass Through Cert Ser 2003-Ms3), Pooling and Servicing Agreement (Washington Mutual MSC Mort Pass THR Certs Ser 2003-Ar1)

Registration of Transfer and Exchange of Certificates. The Trustee on behalf of the Trust shall cause to be maintained at one of its offices or at its designated agentCertificate Registrar, a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject to such reasonable rules and regulations as the Trustee may prescribe, the Certificate Register shall be amended from time to time by the Trustee or its agent to reflect notice of any changes received by the Trustee or its agent pursuant to Section 10.068.4. The Trustee hereby appoints itself as the initial Certificate Registrar. The Trustee may appoint an Eligible Institution to act as its agent in order to delegate to such Eligible Institution its duties as Certificate Registrar under this Agreement. Upon surrender for registration of transfer of any Certificate to the Trustee at the its Corporate Trust Office of the TrusteeOffice, or such other address or agency as may hereafter be provided to the Servicer Certificate Administrator, if any, in writing by the Trustee, the Trustee on behalf of the Trust shall execute, and the Trustee or any Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of Authorized DenominationsDenominations of like Percentage Interest. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in Authorized Denominations of like Certificate Principal Balance or Percentage Interest, as applicable, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee on behalf of the Trust shall execute, and the Trustee, or any Authenticating Agent, shall authenticate and deliver, the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for transfer shall (if so required by the Trustee or any Authenticating Agent) be duly endorsed by, by or be accompanied by a written instrument of transfer in form satisfactory to the Trustee or any Authenticating Agent and duly executed by, the Holder thereof or such Xxxxxx’s Holder's attorney duly authorized in writing, and, in addition, in the case of any Class B Certificate, be accompanied by a certificate in the form set forth in Exhibit A hereto duly completed by the transferor thereof. A reasonable service charge may be made for any such exchange or transfer of Certificates, and the Trustee or an Authenticating Agent may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any exchange or transfer of Certificates. All Certificates surrendered for exchange or transfer shall be cancelled by the Trustee or any Authenticating Agent.

Appears in 2 contracts

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

Registration of Transfer and Exchange of Certificates. The Trustee on behalf of the Trust shall cause to be maintained at one of its offices or at its designated agent, a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject to such reasonable rules and regulations as the Trustee may prescribe, the Certificate Register shall be amended from time to time by the Trustee or its agent to reflect notice of any changes received by the Trustee or its agent pursuant to Section 10.06. The Trustee hereby appoints itself as the initial Certificate Registrar. Upon surrender for registration of transfer of any Certificate to the Trustee at the Corporate office of First Trust Office of the TrusteeNew York, National Association, 000 Xxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, XX 00000, Attention: Xxxxx Xxxxxxxx, or such other address or agency as may hereafter be provided to the Master Servicer in writing by the Trustee, the Trustee on behalf of the Trust shall execute, and the Trustee or any Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of Authorized DenominationsDenominations of like Percentage Interest. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in Authorized Denominations of like Certificate Principal Balance or Percentage Interest, as applicable, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee on behalf of the Trust shall execute, and the Trustee, or any Authenticating Agent, shall authenticate and deliver, the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for transfer shall (if so required by the Trustee or any Authenticating Agent) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee or any Authenticating Agent and duly executed by, the Holder thereof or such Xxxxxx’s Holder's attorney duly authorized in writing. A reasonable service charge may be made for any such exchange or transfer of Certificates, and the Trustee may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any exchange or transfer of Certificates. All Certificates surrendered for exchange or transfer shall be cancelled by the Trustee or any Authenticating Agent.

Appears in 2 contracts

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

Registration of Transfer and Exchange of Certificates. The Trustee on behalf of the Trust shall cause to be maintained at one of its offices or at its designated agent, a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject to such reasonable rules and regulations as the Trustee may prescribe, the Certificate Register shall be amended from time to time by the Trustee or its agent to reflect notice of any changes received by the Trustee or its agent pursuant to Section 10.06. The Trustee hereby appoints itself as the initial Certificate Registrar. Upon surrender for registration of transfer of any Certificate to the Trustee at the Corporate Trust Office of the Trustee, or such other address or agency as may hereafter be provided to the Servicer Certificate Administrator in writing by the Trustee, the Trustee on behalf of the Trust shall execute, and the Trustee or any Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of Authorized Denominations. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in Authorized Denominations of like Certificate Principal Balance or Percentage Interest, as applicable, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee on behalf of the Trust shall execute, and the Trustee, or any Authenticating Agent, shall authenticate and deliver, the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for transfer shall (if so required by the Trustee or any Authenticating Agent) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee or any Authenticating Agent and duly executed by, the Holder thereof or such Xxxxxx’s Holder's attorney duly authorized in writing. A reasonable service charge may be made for any such exchange or transfer of Certificates, and the Trustee may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any exchange or transfer of Certificates. All Certificates surrendered for exchange or transfer shall be cancelled by the Trustee or any Authenticating Agent.

Appears in 2 contracts

Samples: Trust Agreement (Wamu Mortgage Pass-Through Certificates Series 2004-Rs2), Trust Agreement (Washington Mutual Mortgage Securities Corp Series 2004-Rs1)

Registration of Transfer and Exchange of Certificates. The Trustee on behalf of the Trust shall cause to be maintained at one of its offices or at its designated agent, a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject to such reasonable rules and regulations as the Trustee may prescribe, the Certificate Register shall be amended from time to time by the Trustee or its agent to reflect notice of any changes received by the Trustee or its agent pursuant to Section 10.06. The Trustee hereby appoints itself as the initial Certificate Registrar. Upon surrender for registration of transfer of any Certificate to the Trustee at the Corporate Trust Office of the TrusteeTrustee or at the office of U.S. Bank National Association, U.S. Bank Trust New York, 000 Xxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, XX 00000, Attention: Corporate Trust Window, or such other address or agency as may hereafter be provided to the Master Servicer in writing by the Trustee, the Trustee on behalf of the Trust shall execute, and the Trustee or any Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of Authorized Denominations. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in Authorized Denominations of like Certificate Principal Balance or Percentage Interest, as applicable, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee on behalf of the Trust shall execute, and the Trustee, or any Authenticating Agent, shall authenticate and deliver, the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for transfer shall (if so required by the Trustee or any Authenticating Agent) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee or any Authenticating Agent and duly executed by, the Holder thereof or such XxxxxxHolder’s attorney duly authorized in writing. A reasonable service charge may be made for any such exchange or transfer of Certificates, and the Trustee may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any exchange or transfer of Certificates. All Certificates surrendered for exchange or transfer shall be cancelled by the Trustee or any Authenticating Agent.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Wamu Mortgage Pass Through Certs Ser 2003-S10), Pooling and Servicing Agreement (Wamu Mortage Pass Thru Cert Ser 2003-S8)

Registration of Transfer and Exchange of Certificates. The Trustee on behalf of the Trust shall cause to be maintained at one of its offices or at its designated agent, a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject to such reasonable rules and regulations as the Trustee may prescribe, the Certificate Register shall be amended from time to time by the Trustee or its agent to reflect notice of any changes received by the Trustee or its agent pursuant to Section 10.06. The Trustee hereby appoints itself as the initial Certificate Registrar. Upon surrender for registration of transfer of any Certificate to the Trustee at the Corporate Trust Office of the Trustee, or such other address or agency as may hereafter be provided to the Servicer in writing by the Trustee, the Trustee on behalf of the Trust shall execute, and the Trustee or any Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of Authorized Denominations. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in Authorized Denominations of like Certificate Principal Balance or Percentage Interest, as applicable, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee on behalf of the Trust shall execute, and the Trustee, or any Authenticating Agent, shall authenticate and deliver, the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for transfer shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee or any Authenticating Agent and duly executed by, the Holder thereof or such XxxxxxHoxxxx’s attorney duly authorized in writing. A reasonable service charge may be made for any such exchange or transfer of Certificates, and the Trustee may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any exchange or transfer of Certificates. All Certificates surrendered for exchange or transfer shall be cancelled by the Trustee or any Authenticating Agent.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (WaMu Mortgage Pass-Through Certificates, Series 2006-Ar13), Pooling and Servicing Agreement (WaMu Mortgage Pass-Through Certificates, Series 2007-Oa3)

Registration of Transfer and Exchange of Certificates. The Trustee on behalf of the Trust shall cause to be maintained at one of its offices or at its designated agentCertificate Registrar, a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject to such reasonable rules and regulations as the Trustee may prescribe, the Certificate Register shall be amended from time to time by the Trustee or its agent to reflect notice of any changes received by the Trustee or its agent pursuant to Section 10.0610.5. The Trustee hereby appoints itself LaSalle Bank National Association as the initial Certificate Registrar. The Trustee may appoint an Eligible Institution to act as its agent in order to delegate to such Eligible Institution its duties as Certificate Registrar under this Agreement. Upon surrender for registration of transfer of any Certificate to the Trustee at the Corporate office of First Trust Office of the TrusteeNew York, National Association, 000 Xxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxx Xxxxxxxx, or such other address or agency as may hereafter be provided to the Certificate Administrator, if any, and the Servicer in writing by the Trustee, the Trustee on behalf of the Trust shall execute, and the Trustee or any Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of Authorized DenominationsDenominations of like Percentage Interest. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in Authorized Denominations of like Certificate Principal Balance or Percentage Interest, as applicable, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee on behalf of the Trust shall execute, and the Trustee, or any Authenticating Agent, shall authenticate and deliver, the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for transfer shall (if so required by the Trustee or any Authenticating Agent) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee or any Authenticating Agent and duly executed by, the Holder thereof or such Xxxxxx’s Holder's attorney duly authorized in writing. A reasonable service charge may be made for any such exchange or transfer of Certificates, and the Trustee or an Authenticating Agent may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any exchange or transfer of Certificates. All Certificates surrendered for exchange or transfer shall be cancelled canceled by the Trustee or any Authenticating Agent.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Abn Amro Mortgage Corp Series 2002-3), Pooling and Servicing Agreement (Abn Amro Mortgage Corp Series 2002-2)

Registration of Transfer and Exchange of Certificates. (a) The Trustee on behalf of the Trust Administrator shall cause to be maintained kept at one of its the offices or at its designated agent, agencies to be maintained in accordance with the provisions of Section 5.06 a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject which, subject to such reasonable rules and regulations as the Trustee it may prescribe, the Certificate Register Trust Administrator shall be amended from time to time by provide for the Trustee or its agent to reflect notice registration of any changes received by the Trustee or its agent pursuant to Section 10.06Certificates and of transfers and exchanges of Certificates as herein provided. The Trustee hereby appoints itself Trust Administrator shall act as, or shall appoint, a Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as the initial Certificate Registrarherein provided. Upon surrender for registration of transfer of any Certificate at any office or agency maintained for such purpose pursuant to Section 5.06 (and subject to the Trustee at the Corporate Trust Office provisions of the Trustee, or such other address or agency as may hereafter be provided to the Servicer in writing by the Trustee, the Trustee on behalf of this Section 5.02) the Trust Administrator shall execute, and shall date, authenticate (or cause the Trustee or any Authenticating Agent shall authenticate to authenticate) and deliver, in the name of the designated transferee or transferees, one or more new Certificates of Authorized Denominationsa like aggregate principal portion or Percentage Interest and of the same Class or Subclass. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in Authorized of authorized Denominations of a like Certificate Principal Balance aggregate principal portion or Percentage Interest, as applicable, Interest and of the same Class or Subclass upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee on behalf of the Trust Administrator shall execute, and shall date, authenticate (or cause the Trustee, or any Authenticating Agent, shall authenticate Agent to authenticate) and deliver, the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for transfer or exchange shall (if so required by the Certificate Registrar or the Trust Administrator) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee or any Authenticating Agent and Certificate Registrar, duly executed by, by the Holder thereof or such Xxxxxx’s his attorney duly authorized in writing. A reasonable No service charge may shall be made for any such transfer or exchange or transfer of Certificates, and but the Trustee Trust Administrator or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange or transfer of Certificates. All Certificates surrendered for transfer and exchange shall be canceled by the Certificate Registrar, the Trust Administrator or the Authenticating Agent in accordance with their standard procedures. (b) No transfer of a Class A-PO, Class A-WIO, Class B-3, Class B-4 or Class B-5 Certificate shall be made (other than the transfer of the Class A-PO and Class A-WIO Certificates to an affiliate of the Seller on the Closing Date) unless the registration requirements of the Securities Act of 1933, as amended, and any applicable State securities laws are complied with, or such transfer is exempt from the registration requirements under said Act and laws. In the event that a transfer is to be made in reliance upon an exemption from said Act or laws, (i) unless such transfer is made in reliance on Rule 144A, the Trust Administrator or the Seller may, if such transfer is to be made within three years after the later of (i) the date of the initial sale of Certificates or (ii) the last date on which the Seller or any affiliate thereof was a Holder of the Certificates proposed to be transferred, require a Class A-PO, Class A-WIO, Class B-3, Class B-4 or Class B-5 Certificateholder to deliver a written Opinion of Counsel acceptable to and in form and substance satisfactory to the Trust Administrator and the Seller, to the effect that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from said Act and laws or is being made pursuant to said Act and laws, which Opinion of Counsel shall not be an expense of the Trust Administrator, the Trustee, the Seller or the Master Servicer, and (ii) the Trust Administrator shall require the transferee (other than of a Class A-PO and Class A-WIO Certificate where such transferee is an affiliate of the Seller and such transfer is made on the Closing Date) to execute an investment letter in the form of Exhibit J hereto certifying to the Seller and the Trust Administrator the facts surrounding such transfer, which investment letter shall not be an expense of the Trust Administrator, the Trustee, the Seller or the Master Servicer. The Holder of a Class A-PO, Class A-WIO, Class B-3, Class B-4 or Class B-5 Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Trust Administrator, the Trustee, the Seller, the Master Servicer and any Paying Agent acting on behalf of the Trustee against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. Neither the Seller nor the Trust Administrator is under an obligation to register the Class A-PO, Class A-WIO, Class B-3, Class B-4 or Class B-5 Certificates under said Act or any other securities law. (c) No transfer of a Class A-PO, Class A-WIO Certificate, or a Class M or Class B Certificate shall be made (other than the transfer of the Class A-PO and Class A-WIO Certificates to an affiliate of the Seller on the Closing Date) unless the Trust Administrator shall have received (i) a representation letter from the transferee in the form of Exhibit J hereto, in the case of a Class A-PO, Class A-WIO, Class B-3, Class B-4 or Class B-5 Certificate, or in the form of Exhibit K hereto, in the case of a Class M, Class B-1 or Class B-2 Certificate, to the effect that either (a) such transferee is not an employee benefit plan or other retirement arrangement subject to Title I of ERISA or Code Section 4975, or a governmental plan, as defined in Section 3(32) of ERISA, subject to any federal, state or local law ("Similar Law") which is to a material extent similar to the foregoing provisions of ERISA or the Code (collectively, a "Plan"), and is not a person acting on behalf of or using the assets of any such Plan, which representation letter shall not be an expense of the Trust Administrator, the Trustee, the Seller or the Master Servicer or (b) (other than with respect to a Class A-PO or Class A-WIO Certificate) if such transferee is an insurance company, the source of funds used to purchase the Class M or Class B Certificate is an "insurance company general account" (as such term is defined in Section V(e) of Prohibited Transaction Class Exemption 95-60 ("PTE 95-60"), 60 Fed. Reg. 35925 (July 12, 1995)) and there is no Plan with respect to which the amount of such general account's reserves and liabilities for the contract(s) held by or on behalf of such Plan and all other Plans maintained by the same employer (or affiliate thereof as defined in Section V(a)(1) of PTE 95-60) or by the same employee organization exceeds 10% of the total of all reserves and liabilities of such general account (as such amounts are determined under Section I(a) of PTE 95-60) at the date of acquisition or (ii) in the case of any such Class A-PO, Class A-WIO, Class M or Class B Certificate presented for registration in the name of a Plan, or a trustee of any such Plan, (A) an Opinion of Counsel satisfactory to the Trust Administrator and the Seller to the effect that the purchase or holding of such Class A-PO, Class A-WIO, Class M or Class B Certificate will not result in the assets of the Trust Estate being deemed to be "plan assets" and subject to the prohibited transaction provisions of ERISA, the Code or Similar Law and will not subject the Trust Administrator, the Trustee, the Seller or the Master Servicer to any obligation in addition to those undertaken in this Agreement, which Opinion of Counsel shall not be an expense of the Trust Administrator, the Trustee, the Seller or the Master Servicer and (B) such other opinions of counsel, officer's certificates and agreements as the Seller or the Master Servicer may require in connection with such transfer, which opinions of counsel, officers' certificates and agreements shall not be an expense of the Trust Administrator, the Trustee, the Seller or the Master Servicer. The Class A-PO, Class A-WIO, Class M and Class B Certificates shall bear a legend referring to the foregoing restrictions contained in this paragraph. (d) No legal or beneficial interest in all or any portion of the Class A-R Certificate may be transferred directly or indirectly to a "disqualified organization" within the meaning of Code Section 860E(e)(5) or an agent of a disqualified organization (including a broker, nominee, or middleman), to a Plan or a Person acting on behalf of or investing the assets of a Plan (such Plan or Person, an "ERISA Prohibited Holder") or to an individual, corporation, partnership or other person unless such transferee (i) is not a Non-U.S. Person or (ii) is a Non-U.S. Person that holds the Class A-R Certificate in connection with the conduct of a trade or business within the United States and has furnished the transferor and the Trust Administrator with an effective Internal Revenue Service Form 4224 or (iii) is a Non-U.S. Person that has delivered to both the transferor and the Trust Administrator an opinion of a nationally recognized tax counsel to the effect that the transfer of the Class A-R Certificate to it is in accordance with the requirements of the Code and the regulations promulgated thereunder and that such transfer of the Class A-R Certificate will not be disregarded for federal income tax purposes (any such person who is not covered by clauses (i), (ii) or (iii) above being referred to herein as a "Non-permitted Foreign Holder"), and any such purported transfer shall be cancelled void and have no effect. The Trust Administrator shall not execute, and shall not authenticate (or cause the Authenticating Agent to authenticate) and deliver, a new Class A-R Certificate in connection with any such transfer to a disqualified organization or agent thereof (including a broker, nominee or middleman), an ERISA Prohibited Holder or a Non-permitted Foreign Holder, and neither the Certificate Registrar nor the Trust Administrator shall accept a surrender for transfer or registration of transfer, or register the transfer of, the Class A-R Certificate, unless the transferor shall have provided to the Trust Administrator an affidavit, substantially in the form attached as Exhibit H hereto, signed by the Trustee transferee, to the effect that the transferee is not such a disqualified organization, an agent (including a broker, nominee, or middleman) for any Authenticating Agententity as to which the transferee has not received a substantially similar affidavit, an ERISA Prohibited Holder or a Non-permitted Foreign Holder, which affidavit shall contain the consent of the transferee to any such amendments of this Agreement as may be required to further effectuate the foregoing restrictions on transfer of the Class A-R Certificate to disqualified organizations, ERISA Prohibited Holders or Non-permitted Foreign Holders. Such affidavit shall also contain the statement of the transferee that (i) the transferee has historically paid its debts as they have come due and intends to do so in the future, (ii) the transferee understands that it may incur liabilities in excess of cash flows generated by the residual interest, (iii) the transferee intends to pay taxes associated with holding the residual interest as they become due and (iv) the transferee will not transfer the Class A-R Certificate to any Person who does not provide an affidavit substantially in the form attached as Exhibit H hereto. The affidavit described in the preceding paragraph, if not executed in connection with the initial issuance of the Class A-R Certificate, shall be accompanied by a written statement in the form attached as Exhibit I hereto, signed by the transferor, to the effect that as of the time of the transfer, the transferor has no actual knowledge that the transferee is a disqualified organization, ERISA Prohibited Holder or Non-permitted Foreign Holder, and has no knowledge or reason to know that the statements made by the transferee with respect to clauses (i) and (iii) of the last sentence of the preceding paragraph are not true. The Class A-R Certificate shall bear a legend referring to the foregoing restrictions contained in this paragraph and the preceding paragraph. Upon notice to the Master Servicer that any legal or beneficial interest in any portion of the Class A-R Certificate has been transferred, directly or indirectly, to a disqualified organization or agent thereof (including a broker, nominee, or middleman) in contravention of the foregoing restrictions, (i) such transferee shall be deemed to hold the Class A-R Certificate in constructive trust for the last transferor who was not a disqualified organization or agent thereof, and such transferor shall be restored as the owner of such Class A-R Certificate as completely as if such transfer had never occurred, provided that the Master Servicer may, but is not required to, recover any distributions made to such transferee with respect to Class A-R Certificate, and (ii) the Master Servicer agrees to furnish to the Internal Revenue Service and to any transferor of the Class A-R Certificate or such agent (within 60 days of the request therefor by the transferor or agent) such information necessary to the application of Code Section 860E(e) as may be required by the Code, including but not limited to the present value of the total anticipated excess inclusions with respect to the Class A-R Certificate (or portion thereof) for periods after such transfer. At the election of the Master Servicer, the cost to the Master Servicer of computing and furnishing such information may be charged to the transferor or such agent referred to above; however, the Master Servicer shall in no event be excused from furnishing such information.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Norwest Asset Securities Corp Mort Pass THR Cert Ser 1997-21), Pooling and Servicing Agreement (Norwest Asset Sec Corp Mort Pass THR Cert Ser 1997-20 Trust)

Registration of Transfer and Exchange of Certificates. The Trustee on behalf of the Trust shall cause to be maintained at one of its offices or at its designated agentCertificate Registrar, a Certificate 77 Register in which there shall be recorded the name and address of each Certificateholder. Subject to such reasonable rules and regulations as the Trustee may prescribe, the Certificate Register shall be amended from time to time by the Trustee or its agent to reflect notice of any changes received by the Trustee or its agent pursuant to Section 10.0610.5. The Trustee hereby appoints itself LaSalle Bank National Association as the initial Certificate Registrar. The Trustee may appoint an Eligible Institution to act as its agent in order to delegate to such Eligible Institution its duties as Certificate Registrar under this Agreement. Upon surrender for registration of transfer of any Certificate to the Trustee at the Corporate office of First Trust Office of the TrusteeNew York, National Association, 000 Xxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxx Xxxxxxxx, or such other address or agency as may hereafter be provided to the Certificate Administrator, if any, and the Servicer in writing by the Trustee, the Trustee on behalf of the Trust shall execute, and the Trustee (or any Authenticating Agent Agent) shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of Authorized DenominationsDenominations of like Percentage Interest. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in Authorized Denominations of like Certificate Principal Balance or Percentage Interest, as applicable, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee on behalf of the Trust shall execute, and the Trustee, or any Authenticating Agent, shall authenticate and deliver, the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for transfer shall (if so required by the Trustee or any Authenticating Agent) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee or any Authenticating Agent and duly executed by, the Holder thereof or such Xxxxxx’s Holder's attorney duly authorized in writing. A reasonable service charge may be made for any such exchange or transfer of Certificates, and the Trustee or an Authenticating Agent may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any exchange or transfer of Certificates. All Certificates surrendered for exchange or transfer shall be cancelled canceled by the Trustee or any Authenticating Agent.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Abn Amro Mortgage Corp Mort Ps THR CRTS Ser 2003-7), Pooling and Servicing Agreement (Abn Amro Mortgage Corp Mort Ps THR CRTS Ser 2003-7)

Registration of Transfer and Exchange of Certificates. The Trustee on behalf of the Trust shall cause to be maintained at one of its offices or at its designated agent, a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject to such reasonable rules and regulations as the Trustee may prescribe, the Certificate Register shall be amended from time to time by the Trustee or its agent to reflect notice of any changes received by the Trustee or its agent pursuant to Section 10.06. The Trustee hereby appoints itself as the initial Certificate Registrar. Upon surrender for registration of transfer of any Certificate to the Trustee at the Corporate Trust Office of the TrusteeTrustee or at the office of State Street Bank and Trust Company, N.A., 00 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Corporate Trust Window, or such other address or agency as may hereafter be provided to the Master Servicer in writing by the Trustee, the Trustee on behalf of the Trust shall execute, and the Trustee or any Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of Authorized Denominations. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in Authorized Denominations of like Certificate Principal Balance or Percentage Interest, as applicable, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee on behalf of the Trust shall execute, and the Trustee, or any Authenticating Agent, shall authenticate and deliver, the Certificates which the Certificateholder making the exchange is 112 entitled to receive. Every Certificate presented or surrendered for transfer shall (if so required by the Trustee or any Authenticating Agent) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee or any Authenticating Agent and duly executed by, the Holder thereof or such Xxxxxx’s Holder's attorney duly authorized in writing. A reasonable service charge may be made for any such exchange or transfer of Certificates, and the Trustee may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any exchange or transfer of Certificates. All Certificates surrendered for exchange or transfer shall be cancelled by the Trustee or any Authenticating Agent.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Washington Mutual MSC Mort Pass Thru Cert Ser 2002-Ms10), Pooling and Servicing Agreement (Wamu Mortgage Pass Thru Certificates Series 2002-Ms9)

Registration of Transfer and Exchange of Certificates. The Trustee on behalf of the Trust shall Certificate Registrar will keep or cause to be kept, at the office or agency maintained at one of its offices or at its designated agentpursuant to Section 3.7, a Certificate Register in which there shall which, subject to such reasonable regulations as it may prescribe, the Owner Trustee will provide for the registration of the Certificates and of transfers and exchanges of the Certificates as herein provided. The Owner Trustee will be recorded the initial Certificate Registrar. The initial Certificateholder will provide the Certificate Registrar and the Indenture Trustee with its name and address on the Closing Date. Upon any transfers of a Certificate, the Certificate Registrar will notify the Indenture Trustee of the name and address of each Certificateholder. Subject to transferee in writing, by facsimile, on the day of such reasonable rules and regulations as the Trustee may prescribe, the Certificate Register shall be amended from time to time by the Trustee or its agent to reflect notice of any changes received by the Trustee or its agent pursuant to Section 10.06. The Trustee hereby appoints itself as the initial Certificate Registrartransfer. Upon surrender for registration of transfer of any a Certificate to the Trustee at the Corporate Trust Office of the Trustee, or such other address office or agency as may hereafter be provided maintained pursuant to the Servicer in writing by the TrusteeSection 3.7, the Owner Trustee on behalf of the Trust shall will execute, and the Trustee or any Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transfereestransferee, one or more a new Certificates Certificate dated the date of Authorized Denominations. At authentication by the option of the Certificateholders, Certificates may be exchanged for other Certificates in Authorized Denominations of like Certificate Principal Balance or Percentage Interest, as applicable, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Owner Trustee on behalf of the Trust shall execute, and the Trustee, or any Authenticating Agent, shall authenticate and deliver, the Certificates which the Certificateholder making the exchange is entitled to receiveauthenticating agent. Every A Certificate presented or surrendered for registration of transfer shall be duly endorsed by, or exchange will be accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee or any Authenticating Agent and the Certificate Registrar duly executed by, by the Holder thereof Certificateholder or such Xxxxxx’s his attorney duly authorized in writing. A reasonable Each Certificate surrendered for registration of transfer or exchange will be canceled and subsequently disposed of by the Owner Trustee in accordance with its customary practice. No service charge may will be made for any such registration of transfer or exchange of a Certificate, but the Owner Trustee or transfer of Certificates, and the Trustee Certificate Registrar may require payment of a sum sufficient to cover any expense, tax or governmental charge that may be imposed in connection with any transfer or exchange of a Certificate. To the fullest extent permitted by applicable law, no sale, pledge or other transfer of a Certificate will be made unless (a) such sale, pledge or other transfer (i) is made pursuant to an effective registration statement under the Securities Act and any applicable state securities laws or (ii) such sale, pledge or other transfer is made to a Person that is a "qualified institutional buyer" as defined in Rule 144A under the Securities Act, (b) such sale, pledge or other transfer will not cause the Trust to be treated as a publicly traded partnership taxable as a corporation for federal income tax purposes, and (c) such sale, pledge or other transfer is made to a Person who is a United States Person (within the meaning of Section 7701(a)(30) of the Code) and who has delivered to the Owner Trustee satisfactory evidence thereof. Each prospective purchaser of a Certificate after the Closing Date will deliver a completed and duly executed transferee's certificate (in the form of Exhibit C for "qualified institutional buyers"), to the Owner Trustee and to the transferor for inspection prior to effecting any requested transfer. The Issuer and the Owner Trustee may rely conclusively upon the information contained in any such transferee's certificate in the absence of knowledge to the contrary. In connection with any transfer (other than the purchase of any Certificate by a purchaser who delivers a transferee's certificate in the form of Exhibit C), the Owner Trustee will require an Opinion of Counsel to the effect that such transfer may be effected without registration under the Securities Act, which Opinion of Counsel, if so required, will be addressed to the Issuer and the Owner Trustee and will be secured at the expense of the Holder. The Owner Trustee may rely upon the representation of any transferee made to the Owner Trustee, and upon such Opinion of Counsel, and will be fully protected in so doing. Any Certificateholders will be deemed to have agreed to these restrictions on transfer. In order to preserve the exemption for resales and transfers provided by Rule 144A under the Securities Act, the Issuer will provide to any Certificateholder and any prospective purchaser designated by such Certificateholder, upon request of such Certificateholder or such prospective purchaser, such information required by Rule 144A as will enable the resale of such Certificate to be made pursuant to Rule 144A. The Owner Trustee will cooperate with the Issuer in providing the Issuer such information in its possession regarding the Certificates, the Receivables and other matters regarding the Certificates as the Issuer will reasonably request to meet its obligations under the preceding sentence. All At the option of a Holder, a Certificate may be exchanged for one or more other Certificates of authorized denominations of a like aggregate beneficial interest in the Trust upon surrender of the Certificate to be exchanged at the Corporate Trust Office maintained pursuant to Section 3.7. Whenever any Certificates are so surrendered for exchange exchange, the Owner Trustee shall execute on behalf of the Trust, authenticate and deliver one or transfer shall be cancelled more Certificates dated the date of authentication by the Owner Trustee or any Authenticating Agentauthenticating agent. Such Certificates shall be delivered to the Holder making the exchange.

Appears in 2 contracts

Samples: Trust Agreement (Triad Automobile Receivables Trust 2005-A), Trust Agreement (Triad Financial Special Purpose LLC)

Registration of Transfer and Exchange of Certificates. The Trustee on behalf of the Trust shall cause to be maintained at one of its offices or at its designated agent, a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject to such reasonable rules and regulations as the Trustee may prescribe, the Certificate Register shall be amended from time to time by the Trustee or its agent to reflect notice of any changes received by the Trustee or its agent pursuant to Section 10.06. The Trustee hereby appoints itself as the initial Certificate Registrar. Upon surrender for registration of transfer of any Certificate to the Trustee at the Corporate Trust Office of the Trustee, or such other address or agency as may hereafter be provided to the Servicer in writing by the Trustee, the Trustee on behalf of the Trust shall execute, and the Trustee or any Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of Authorized Denominations. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in Authorized Denominations of like Certificate Principal Balance or Percentage Interest, as applicable, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee on behalf of the Trust shall execute, and the Trustee, or any Authenticating Agent, shall authenticate and deliver, the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for transfer shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee or any Authenticating Agent and duly executed by, the Holder thereof or such Xxxxxx’s 's attorney duly authorized in writing. A reasonable service charge may be made for any such exchange or transfer of Certificates, and the Trustee may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any exchange or transfer of Certificates. All Certificates surrendered for exchange or transfer shall be cancelled by the Trustee or any Authenticating Agent.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (WaMu Mortgage Pass-Through Certificates, Series 2007-Oa5), Pooling and Servicing Agreement (WaMu Mortgage Pass-Through Certificates, Series 2007-Oa4)

Registration of Transfer and Exchange of Certificates. The Trustee on behalf of the Trust shall cause to be maintained at one of its offices or at its designated agentCertificate Registrar, a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject to such reasonable rules and regulations as the Trustee may prescribe, the Certificate Register shall be amended from time to time by the Trustee or its agent to reflect notice of any changes received by the Trustee or its agent pursuant to Section 10.0610.5. The Trustee hereby appoints itself as the initial Certificate Registrar. The Trustee may appoint an Eligible Institution to act as its agent in order to delegate to such Eligible Institution its duties as Certificate Registrar under this Agreement Upon surrender for registration of transfer of any Certificate to the Trustee at the Corporate office of First Trust Office of the TrusteeNew York, National Association, 000 Xxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, XX 00000, Attention: Xxxxx Xxxxxxxx, or such other address or agency as may hereafter be provided to the Certificate Administrator, if any, and the Servicer in writing by the Trustee, the Trustee on behalf of the Trust shall execute, and the Trustee or any Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of Authorized DenominationsDenominations of like Percentage Interest. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in Authorized Denominations of like Certificate Principal Balance or Percentage Interest, as applicable, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee on behalf of the Trust shall execute, and the Trustee, or any Authenticating Agent, shall authenticate and deliver, the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for transfer shall (if so required by the Trustee or any Authenticating Agent) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee or any Authenticating Agent and duly executed by, the Holder thereof or such Xxxxxx’s Holder's attorney duly authorized in writing. A reasonable service charge may be made for any such exchange or transfer of Certificates, and the Trustee or an Authenticating Agent may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any exchange or transfer of Certificates. Upon the transfer of a Class Certificate each transferee that purchases a Class A Certificate with the assets of one or more Plans shall be deemed to represent that each such Plan qualifies as an "accredited investor" as defined in Rule 501(a)(1) of Regulation D under the Securities act. If at any time the Class A Certificates fail to receive a rating from any of S&P or Fitch that is one of the three highest generic rating categories for that respective rating agency, then such Class A Certificate shall not thereafter be eligible for transfer to a Plan, and each transferee shall be deemed to represent that it is not purchasing or holding its Class A Certificate with plan assets of a Plan. All Certificates surrendered for exchange or transfer shall be cancelled by the Trustee or any Authenticating Agent.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Abn Amro Mortgage Corp), Pooling and Servicing Agreement (Abn Amro Mortgage Corp)

Registration of Transfer and Exchange of Certificates. (a) The Trustee on behalf of the Trust Administrator shall cause to be maintained kept at one of its the offices or at its designated agent, agencies to be maintained in accordance with the provisions of Section 5.06 a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject which, subject to such reasonable rules and regulations as the Trustee it may prescribe, the Certificate Register Trust Administrator shall be amended from time to time by provide for the Trustee or its agent to reflect notice registration of any changes received by the Trustee or its agent pursuant to Section 10.06Certificates and of transfers and exchanges of Certificates as herein provided. The Trustee hereby appoints itself Trust Administrator shall act as, or shall appoint, a Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as the initial Certificate Registrarherein provided. Upon surrender for registration of transfer of any Certificate at any office or agency maintained for such purpose pursuant to Section 5.06 (and subject to the Trustee at the Corporate Trust Office provisions of the Trustee, or such other address or agency as may hereafter be provided to the Servicer in writing by the Trustee, the Trustee on behalf of this Section 5.02) the Trust Administrator shall execute, and shall date, authenticate (or cause the Trustee or any Authenticating Agent shall authenticate to authenticate) and deliver, in the name of the designated transferee or transferees, one or more new Certificates of Authorized Denominationsa like aggregate principal portion or Percentage Interest and of the same Class or Subclass. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in Authorized of authorized Denominations of a like Certificate Principal Balance aggregate principal portion or Percentage Interest, as applicable, Interest and of the same Class or Subclass upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee on behalf of the Trust Administrator shall execute, and shall date, authenticate (or cause the Trustee, or any Authenticating Agent, shall authenticate Agent to authenticate) and deliver, the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for transfer or exchange shall (if so required by the Certificate Registrar or the Trust Administrator) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee or any Authenticating Agent and Certificate Registrar, duly executed by, by the Holder thereof or such Xxxxxx’s his attorney duly authorized in writing. A reasonable No service charge may shall be made for any such transfer or exchange or transfer of Certificates, and but the Trustee Trust Administrator or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange or transfer of Certificates. All Certificates surrendered for transfer and exchange shall be canceled by the Certificate Registrar, the Trust Administrator or the Authenticating Agent in accordance with their standard procedures. (b) No transfer of a Class A-WIO, Class B-3, Class B-4 or Class B-5 Certificate shall be made (other than the transfer of the Class A-WIO Certificates to an affiliate of the Seller on the Closing Date) unless the registration requirements of the Securities Act of 1933, as amended, and any applicable State securities laws are complied with, or such transfer is exempt from the registration requirements under said Act and laws. In the event that a transfer is to be made in reliance upon an exemption from said Act or laws, (i) unless such transfer is made in reliance on Rule 144A, the Trust Administrator or the Seller may, if such transfer is to be made within three years after the later of (i) the date of the initial sale of Certificates or (ii) the last date on which the Seller or any affiliate thereof was a Holder of the Certificates proposed to be transferred, require a Class A-WIO, Class B-3, Class B-4 or Class B-5 Certificateholder to deliver a written Opinion of Counsel acceptable to and in form and substance satisfactory to the Trust Administrator and the Seller, to the effect that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from said Act and laws or is being made pursuant to said Act and laws, which Opinion of Counsel shall not be an expense of the Trust Administrator, the Trustee, the Seller or the Master Servicer, and (ii) the Trust Administrator shall require the transferee (other than of a Class A-WIO Certificate where such transferee is an affiliate of the Seller and such transfer is made on the Closing Date) to execute an investment letter in the form of Exhibit J hereto certifying to the Seller and the Trust Administrator the facts surrounding such transfer, which investment letter shall not be an expense of the Trust Administrator, the Trustee, the Seller or the Master Servicer. The Holder of a Class A-WIO, Class B-3, Class B-4 or Class B-5 Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Trust Administrator, the Trustee, the Seller, the Master Servicer and any Paying Agent acting on behalf of the Trustee against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. Neither the Seller nor the Trust Administrator is under an obligation to register the Class A-WIO, Class B-3, Class B-4 or Class B-5 Certificates under said Act or any other securities law. (c) No transfer of a Class A-WIO Certificate, or a Class M or Class B Certificate shall be made (other than the transfer of the Class A-WIO Certificates to an affiliate of the Seller on the Closing Date) unless the Trust Administrator shall have received (i) a representation letter from the transferee in the form of Exhibit J hereto, in the case of a Class A-WIO, Class B-3, Class B-4 or Class B-5 Certificate, or in the form of Exhibit K hereto, in the case of a Class M, Class B-1 or Class B-2 Certificate, to the effect that either (a) such transferee is not an employee benefit plan or other retirement arrangement subject to Title I of ERISA or Code Section 4975, or a governmental plan, as defined in Section 3(32) of ERISA, subject to any federal, state or local law ("Similar Law") which is to a material extent similar to the foregoing provisions of ERISA or the Code (collectively, a "Plan"), and is not a person acting on behalf of or using the assets of any such Plan, which representation letter shall not be an expense of the Trust Administrator, the Trustee, the Seller or the Master Servicer or (b) (other than with respect to a Class A-WIO Certificate) if such transferee is an insurance company, the source of funds used to purchase the Class M or Class B Certificate is an "insurance company general account" (as such term is defined in Section V(e) of Prohibited Transaction Class Exemption 95-60 ("PTE 95-60"), 60 Fed. Reg. 35925 (July 12, 1995)) and there is no Plan with respect to which the amount of such general account's reserves and liabilities for the contract(s) held by or on behalf of such Plan and all other Plans maintained by the same employer (or affiliate thereof as defined in Section V(a)(1) of PTE 95-60) or by the same employee organization exceeds 10% of the total of all reserves and liabilities of such general account (as such amounts are determined under Section I(a) of PTE 95-60) at the date of acquisition or (ii) in the case of any such Class A-WIO, Class M or Class B Certificate presented for registration in the name of a Plan, or a trustee of any such Plan, (A) an Opinion of Counsel satisfactory to the Trust Administrator and the Seller to the effect that the purchase or holding of such Class A-WIO, Class M or Class B Certificate will not result in the assets of the Trust Estate being deemed to be "plan assets" and subject to the prohibited transaction provisions of ERISA, the Code or Similar Law and will not subject the Trust Administrator, the Trustee, the Seller or the Master Servicer to any obligation in addition to those undertaken in this Agreement, which Opinion of Counsel shall not be an expense of the Trust Administrator, the Trustee, the Seller or the Master Servicer and (B) such other opinions of counsel, officer's certificates and agreements as the Seller or the Master Servicer may require in connection with such transfer, which opinions of counsel, officers' certificates and agreements shall not be an expense of the Trust Administrator, the Trustee, the Seller or the Master Servicer. The Class A-WIO, Class M and Class B Certificates shall bear a legend referring to the foregoing restrictions contained in this paragraph. (d) No legal or beneficial interest in all or any portion of the Class A-R Certificate may be transferred directly or indirectly to a "disqualified organization" within the meaning of Code Section 860E(e)(5) or an agent of a disqualified organization (including a broker, nominee, or middleman), to a Plan or a Person acting on behalf of or investing the assets of a Plan (such Plan or Person, an "ERISA Prohibited Holder") or to an individual, corporation, partnership or other person unless such transferee (i) is not a Non-U.S. Person or (ii) is a Non-U.S. Person that holds the Class A-R Certificate in connection with the conduct of a trade or business within the United States and has furnished the transferor and the Trust Administrator with an effective Internal Revenue Service Form 4224 or (iii) is a Non-U.S. Person that has delivered to both the transferor and the Trust Administrator an opinion of a nationally recognized tax counsel to the effect that the transfer of the Class A-R Certificate to it is in accordance with the requirements of the Code and the regulations promulgated thereunder and that such transfer of the Class A-R Certificate will not be disregarded for federal income tax purposes (any such person who is not covered by clauses (i), (ii) or (iii) above being referred to herein as a "Non-permitted Foreign Holder"), and any such purported transfer shall be cancelled void and have no effect. The Trust Administrator shall not execute, and shall not authenticate (or cause the Authenticating Agent to authenticate) and deliver, a new Class A-R Certificate in connection with any such transfer to a disqualified organization or agent thereof (including a broker, nominee or middleman), an ERISA Prohibited Holder or a Non-permitted Foreign Holder, and neither the Certificate Registrar nor the Trust Administrator shall accept a surrender for transfer or registration of transfer, or register the transfer of, the Class A-R Certificate, unless the transferor shall have provided to the Trust Administrator an affidavit, substantially in the form attached as Exhibit H hereto, signed by the Trustee transferee, to the effect that the transferee is not such a disqualified organization, an agent (including a broker, nominee, or middleman) for any Authenticating Agententity as to which the transferee has not received a substantially similar affidavit, an ERISA Prohibited Holder or a Non-permitted Foreign Holder, which affidavit shall contain the consent of the transferee to any such amendments of this Agreement as may be required to further effectuate the foregoing restrictions on transfer of the Class A-R Certificate to disqualified organizations, ERISA Prohibited Holders or Non-permitted Foreign Holders. Such affidavit shall also contain the statement of the transferee that (i) the transferee has historically paid its debts as they have come due and intends to do so in the future, (ii) the transferee understands that it may incur liabilities in excess of cash flows generated by the residual interest, (iii) the transferee intends to pay taxes associated with holding the residual interest as they become due and (iv) the transferee will not transfer the Class A-R Certificate to any Person who does not provide an affidavit substantially in the form attached as Exhibit H hereto. The affidavit described in the preceding paragraph, if not executed in connection with the initial issuance of the Class A-R Certificate, shall be accompanied by a written statement in the form attached as Exhibit I hereto, signed by the transferor, to the effect that as of the time of the transfer, the transferor has no actual knowledge that the transferee is a disqualified organization, ERISA Prohibited Holder or Non-permitted Foreign Holder, and has no knowledge or reason to know that the statements made by the transferee with respect to clauses (i) and (iii) of the last sentence of the preceding paragraph are not true. The Class A-R Certificate shall bear a legend referring to the foregoing restrictions contained in this paragraph and the preceding paragraph. Upon notice to the Master Servicer that any legal or beneficial interest in any portion of the Class A-R Certificate has been transferred, directly or indirectly, to a disqualified organization or agent thereof (including a broker, nominee, or middleman) in contravention of the foregoing restrictions, (i) such transferee shall be deemed to hold the Class A-R Certificate in constructive trust for the last transferor who was not a disqualified organization or agent thereof, and such transferor shall be restored as the owner of such Class A-R Certificate as completely as if such transfer had never occurred, provided that the Master Servicer may, but is not required to, recover any distributions made to such transferee with respect to Class A-R Certificate, and (ii) the Master Servicer agrees to furnish to the Internal Revenue Service and to any transferor of the Class A-R Certificate or such agent (within 60 days of the request therefor by the transferor or agent) such information necessary to the application of Code Section 860E(e) as may be required by the Code, including but not limited to the present value of the total anticipated excess inclusions with respect to the Class A-R Certificate (or portion thereof) for periods after such transfer. At the election of the Master Servicer, the cost to the Master Servicer of computing and furnishing such information may be charged to the transferor or such agent referred to above; however, the Master Servicer shall in no event be excused from furnishing such information.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Norwest Asset Sec Corp Mort Pass THR Cert Ser 1997-15 Trust)

Registration of Transfer and Exchange of Certificates. The Trustee on behalf of the Trust shall cause to be maintained at one of its offices or at its designated agent, a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject to such reasonable rules and regulations as the Trustee may prescribe, the Certificate Register shall be amended from time to time by the Trustee or its agent to reflect notice of any changes received by the Trustee or its agent pursuant to Section 10.06. The Trustee hereby appoints itself as the initial Certificate Registrar. Upon surrender for registration of transfer of any Certificate to the Trustee at the Corporate Trust Office of the Trustee, or such other address or agency as may hereafter be provided to the Servicer in writing by the Trustee, the Trustee on behalf of the Trust shall execute, and the Trustee or any Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of Authorized Denominations. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in Authorized Denominations of like Certificate Principal Balance or Percentage Interest, as applicable, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee on behalf of the Trust shall execute, and the Trustee, or any Authenticating Agent, shall authenticate and deliver, the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for transfer shall (if so required by the Trustee or any Authenticating Agent) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee or any Authenticating Agent and duly executed by, the Holder thereof or such Xxxxxx’s Holder's attorney duly authorized in writing. A reasonable service charge may be made for any such exchange or transfer of Certificates, and the Trustee may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any exchange or transfer of Certificates. All Certificates surrendered for exchange or transfer shall be cancelled by the Trustee or any Authenticating Agent.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (WaMu Asset Acceptance Corp.)

Registration of Transfer and Exchange of Certificates. The Trustee on behalf of the Trust shall cause to be maintained at one of its offices or at its designated agent, a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject to such reasonable rules and regulations as the Trustee may prescribe, the Certificate Register shall be amended from time to time by the Trustee or its agent to reflect notice of any changes received by the Trustee or its agent pursuant to Section 10.06. The Trustee hereby appoints itself as the initial Certificate Registrar. Upon surrender for registration of transfer of any Certificate to the Trustee at the Corporate Trust Office of the TrusteeTrustee or at the office of State Street Bank and Trust Company, N.A., 00 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Corporate Trust Window, or such other address or agency as may hereafter be provided to the Master Servicer in writing by the Trustee, the Trustee on behalf of the Trust shall execute, and the Trustee or any Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of Authorized DenominationsDenominations of like Percentage Interest. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in Authorized Denominations of like Certificate Principal Balance or Percentage Interest, as applicable, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee on behalf of the Trust shall execute, and the Trustee, or any Authenticating Agent, shall authenticate and deliver, the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for transfer shall (if so required by the Trustee or any Authenticating Agent) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee or any Authenticating Agent and duly executed by, the Holder thereof or such Xxxxxx’s Holder's attorney duly authorized in writing. A reasonable service charge may be made for any such exchange or transfer of Certificates, and the Trustee may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any exchange or transfer of Certificates. All Certificates surrendered for exchange or transfer shall be cancelled by the Trustee or any Authenticating Agent.sum

Appears in 1 contract

Samples: Pooling and Servicing Agreement (PNC Mortgage Securities Corp Mort Pass Thro Cert Ser 1999-4)

Registration of Transfer and Exchange of Certificates. The Trustee on behalf of the Trust shall cause to be maintained at one of its offices or at its designated agent, a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject to such reasonable rules and regulations as the Trustee may prescribe, the Certificate Register shall be amended from time to time by the Trustee or its agent to reflect notice of any changes received by the Trustee or its agent pursuant to Section 10.06. The Trustee hereby appoints itself as the initial Certificate Registrar. Upon surrender for registration of transfer of any Certificate to the Trustee at the Corporate Trust Office of the Trustee, or such other address or agency as may hereafter be provided to the Servicer in writing by the Trustee, the Trustee on behalf of the Trust shall execute, and the Trustee or any Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of Authorized Denominations. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in Authorized Denominations of like Certificate Principal Balance or Percentage Interest, as applicable, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee on behalf of the Trust shall execute, and the Trustee, or any Authenticating Agent, shall authenticate and deliver, the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for transfer shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee or any Authenticating Agent and duly executed by, the Holder thereof or such Xxxxxx’s Hxxxxx's attorney duly authorized in writing. A reasonable service charge may be made for any such exchange or transfer of Certificates, and the Trustee may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any exchange or transfer of Certificates. All Certificates surrendered for exchange or transfer shall be cancelled by the Trustee or any Authenticating Agent.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (WaMu Mortgage Pass-Through Certificates, Series 2007-Oa6)

Registration of Transfer and Exchange of Certificates. The Trustee on behalf of the Trust shall cause to be maintained at one of its offices or at its designated agent, a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject to such reasonable rules and regulations as the Trustee may prescribe, the Certificate Register shall be amended from time to time by the Trustee or its agent to reflect notice of any changes received by the Trustee or its agent pursuant to Section 10.06. The Trustee hereby appoints itself as the initial Certificate Registrar. Upon surrender for registration of transfer of any Certificate to the Trustee at the Corporate Trust Office of the TrusteeTrustee or at the office of State Street Bank and Trust Company, N.A., 00 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Corporate Trust Window, or such other address or agency as may hereafter be provided to the Master Servicer in writing by the Trustee, the Trustee on behalf of the Trust shall execute, and the Trustee or any Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of Authorized DenominationsDenominations of like Percentage Interest. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in Authorized Denominations of like Certificate Principal Balance or Percentage Interest, as applicable, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee on behalf of the Trust shall execute, and the Trustee, or any Authenticating Agent, shall authenticate and deliver, the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for transfer shall (if so required by the Trustee or any Authenticating Agent) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee or any Authenticating Agent and duly executed by, the Holder thereof or such Xxxxxx’s Holder's attorney duly authorized in writing. A reasonable service charge may be made for any such exchange or transfer of Certificates, and the Trustee may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any exchange or transfer of Certificates. All Certificates surrendered for exchange or transfer shall be cancelled by the Trustee or any Authenticating Agent.. 100

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Washington Mutual Mor Sec Corp Mor Pass Thru Cert Ser 2001-3)

Registration of Transfer and Exchange of Certificates. The Trustee on behalf of the Trust shall cause to be maintained at one of its offices or at its designated agent, a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject to such 103 reasonable rules and regulations as the Trustee may prescribe, the Certificate Register shall be amended from time to time by the Trustee or its agent to reflect notice of any changes received by the Trustee or its agent pursuant to Section 10.06. The Trustee hereby appoints itself as the initial Certificate Registrar. Upon surrender for registration of transfer of any Certificate to the Trustee at the Corporate Trust Office of the TrusteeTrustee or at the office of State Street Bank and Trust Company, N.A., 00 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Corporate Trust Window, or such other address or agency as may hereafter be provided to the Master Servicer in writing by the Trustee, the Trustee on behalf of the Trust shall execute, and the Trustee or any Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of Authorized Denominations. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in Authorized Denominations of like Certificate Principal Balance or Percentage Interest, as applicable, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee on behalf of the Trust shall execute, and the Trustee, or any Authenticating Agent, shall authenticate and deliver, the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for transfer shall (if so required by the Trustee or any Authenticating Agent) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee or any Authenticating Agent and duly executed by, the Holder thereof or such Xxxxxx’s Holder's attorney duly authorized in writing. A reasonable service charge may be made for any such exchange or transfer of Certificates, and the Trustee may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any exchange or transfer of Certificates. All Certificates surrendered for exchange or transfer shall be cancelled by the Trustee or any Authenticating Agent.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Wamu Mortgage Pass Through Cert Series 2002-S8)

Registration of Transfer and Exchange of Certificates. The Trustee on behalf of the Trust shall cause to be maintained at one of its offices or at its designated agent, a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject to such reasonable rules and regulations as the Trustee may prescribe, the Certificate Register shall be amended from time to time by the Trustee or its agent to reflect notice of any changes received by the Trustee or its agent pursuant to Section 10.06. The Trustee hereby appoints itself as the initial Certificate Registrar. Upon surrender for registration of transfer of any Certificate to the Trustee at the Corporate Trust Office of the TrusteeTrustee or at the office of State Street Bank and Trust Company, N.A., 00 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Corporate Trust Window, or such other address or agency as may hereafter be provided to the Master Servicer in writing by the Trustee, the Trustee on behalf of the Trust shall execute, and the Trustee or any Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of Authorized DenominationsDenominations of like Percentage Interest. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in Authorized Denominations of like Certificate Principal Balance or Percentage Interest, as applicable, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee on behalf of the Trust shall execute, and the Trustee, or any Authenticating Agent, shall authenticate and deliver, the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for transfer shall (if so required by the Trustee or any Authenticating Agent) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee or any Authenticating Agent and duly 153 executed by, the Holder thereof or such Xxxxxx’s Holder's attorney duly authorized in writing. A reasonable service charge may be made for any such exchange or transfer of Certificates, and the Trustee may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any exchange or transfer of Certificates. All Certificates surrendered for exchange or transfer shall be cancelled by the Trustee or any Authenticating Agent.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (PNC Mortgage Securities Corp)

Registration of Transfer and Exchange of Certificates. The Trustee on behalf of the Trust CMSI shall maintain or cause to be maintained at one in accordance with the provisions of its offices or at its designated agent, Section 6.05 a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject which, subject to such reasonable rules and regulations as the Trustee it may prescribe, CMSI shall provide for the Certificate Register shall be amended from time to time by the Trustee or its agent to reflect notice registration of any changes received by the Trustee or its agent pursuant to Section 10.06. The Trustee hereby appoints itself Certificates and of transfers and exchanges of Certificates as the initial Certificate Registrarherein provided. Upon surrender for registration of transfer of any Certificate to the Trustee at the Corporate Trust Office of the Trustee, or such other address office or agency as may hereafter be provided to the Servicer maintained by CMSI set forth in writing by the TrusteeArticle XII, the Trustee on behalf of the Trust CMSI shall execute, execute and the Trustee or any the Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transfereestransferee, one or more new Certificates in authorized denominations of Authorized Denominationsthe same aggregate number of Single Certificates or the same aggregate Percentage Interest, as the case may be. At the option of the CertificateholdersCertificateholder, Certificates may may, be exchanged for other Certificates in Authorized Denominations of like Certificate Principal Balance authorized denominations evidencing the same aggregate number of Single Certificates or the same aggregate Percentage Interest, as applicablethe case may be, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, CMSI shall execute and the Trustee on behalf of the Trust shall execute, and the Trustee, or any Authenticating Agent, Agent shall authenticate and deliver, deliver the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee or any Authenticating Agent Trustee, CMSI and the Certificate Registrar duly executed by, by the Holder thereof or such Xxxxxx’s his attorney duly authorized in writing. A reasonable Notwithstanding the foregoing, no transfer or exchange of any Residual Certificate shall be made by the Trustee or Authenticating Agent unless the Certificateholder making the exchange has complied with the provisions of this Agreement, the respective Certificate and applicable securities laws. No service charge may shall be made for any such registration of transfer or exchange or transfer of the Certificates, and but the Trustee Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange or transfer of Certificates. All Certificates surrendered for registration of transfer and exchange shall be canceled and, subject to the record retention requirements of the Exchange Act, subsequently destroyed by the Trustee or, at its direction, by the Certificate Registrar. CMSI and the Trustee will cause the Certificate Registrar to provide to the Paying Agent, if the Paying Agent is not the Certificate Registrar, not later than the third Business Day next preceding the Distribution Date, the names and addresses of the Certificateholders as of the Record Date and the number of Single Certificates or Percentage Interest held of record by each of them. Notwithstanding the foregoing, no legal or beneficial interest in all or any portion of a Residual Certificate may be transferred, directly or indirectly, to a "disqualified organization" win the meaning of Code Section 860E(e)(5), or to an agent of a disqualified organization (including a broker, nominee, or other middleman) (an "Agent") and any such purported transfer shall be cancelled by void and of no effect. Further, no legal or beneficial interest in all or any portion of a Residual Certificate may be registered in the name of a Plan or a Person investing the assets of a Plan (such Plan or Person an "ERISA Prohibited Holder") or in the name of a person that is not (i) a U.S. Person or (ii) a non-U.S. Person that holds the Residual Certificate in connection with the conduct of a trade or business within the United States and has furnished the transferor and the Trustee with an effective Internal Revenue Service Form 4224 or (iii) a non-U.S. Person that has delivered to both the transferor and the Trustee an opinion of a nationally recognized tax counsel to the effect that the transfer of the Residual Certificate to it is in accordance with the requirements of the Code and the regulations promulgated thereunder and that such transfer of the Residual Certificate will not be disregarded for federal income tax purposes (any such person who is not described in clauses (i), (ii) or (iii) above being referred to herein as a "Non-permitted Foreign Holder"). CMSI shall not execute and the Trustee or Authenticating Agent shall not authenticate and deliver, a new Residual Certificate in connection with any Authenticating transfer of a Residual Certificate. and neither CMSI nor the Trustee shall accept a surrender for transfer or registration of transfer, or register the transfer of, any Residual Certificate unless the transferor shall have provided to CMSI and the Trustee an affidavit, substantially in the form marked as Appendix 1 hereto, signed by the transferee, to the effect that the transferee is not such a disqualified organization, an agent for any entity as to which the transferee has not received a substantially similar affidavit, an ERISA Prohibited Holder or a Non-permitted Foreign Holder, accompanied by a written statement signed by the transferor to the effect that, as of the time of the transfer. the transferor has no actual knowledge that such affidavit is false. Upon notice by CMSI that any legal or beneficial interest in any portion of a Residual Certificate has been transferred, directly or indirectly, to a disqualified organization or an Agent in contravention of the foregoing restrictions, the Trustee shall furnish to the Internal Revenue Service and the transferor of such Residual Certificate or to such Agent., within 60 days of the request therefor by such transferor or such Agent, and CMSI agrees to provide the Trustee with the computation of such information necessary to the application of Code Section 860E(e) as may be required by the Code, including but not limited to the present value of the total anticipated excess inclusions with respect to such Residual Certificate (or portion thereof) for periods after such transfer. At the election of CMSI, the reasonable cost of computing and furnishing such information may be charged to the transferor or such Agent; however, the Trustee and CMSI shall in no event be excused from furnishing such information. Every holder of a Residual Certificate shall be deemed to have consented to such amendments to the Pooling Agreement as may be required to further effectuate the restrictions on transfer of Residual Certificates to a disqualified organization, an Agent, an ERISA Prohibited Holder or a Non-permitted Foreign Holder. The affidavit described in the preceding paragraph shall also contain the statement of the transferee that it (i) has historically paid its debts as they have come due and intends to do so in the future, (ii) understands that it may incur liabilities in excess of cash flows generated by the Residual Certificate, (iii) intends to pay taxes associated with holding the Residual Certificate as they become due and (iv) will not transfer the Residual Certificate to any person or entity that does not provide a similar affidavit. The transferor's statement to the Trustee accompanying the affidavit shall state that the transferor has no knowledge or reason to know that the statements made by the transferee with respect to clauses (i) and (iii) of the preceding sentence are false. Each Residual Certificate shall bear a legend referring to the restrictions contained in this paragraph and the preceding paragraph. Notwithstanding the foregoing, no transfer of any Private Certificate may be made unless such Private Certificate has been registered under the Act and applicable state securities or "blue sky" laws, or an exemption from the Act and applicable state securities or "blue sky" laws is available. Upon surrender for registration of transfer of any Private Certificate, (1) the Trustee shall not accept surrender for transfer or registration of transfer of, or register the transfer of, any Private Certificate and (2) CMSI shall not execute, and the Trustee shall not authenticate and deliver, any new Private Certificate in connection with the transfer of any Private Certificate, unless either (A) such Private Certificate has been registered under the Act and applicable state securities or "blue sky" laws, or (B) exemptions from the registration requirements of the Act and applicable state securities or "blue sky" laws are available, and the transferee delivers to the Issuer and the Trustee a letter substantially to the effect set forth in Exhibit E to this Agreement and (1) if such transferee is not a "Qualified Institutional Buyer" within the meaning of Rule 144A of the Act, and if so requested by CMSI, in its sole discretion, an opinion of counsel acceptable to CMSI shall have been delivered to CMSI and the Trustee to the effect that such transfer is in compliance with either subclause (A) or subclause (B) of this clause (i) of this Section 5.02; or (2) if such transfer is to a non-institutional investor, unless such investor is an accredited investor (as defined in Regulation D under the Act), has a net worth (exclusive of primary residence) of at least $1,000,000 as confirmed in writing to the Trustee. No transfer of an ERISA Restricted CitiCertificate may be made unless any proposed transferee (i) executes a representation letter in substantially the form of Exhibit F hereto and in substance satisfactory to the Trustee and the Issuer either stating (a) that it is not, and is not acting on behalf of, any employee benefit plan subject to Title I of ERISA or Section 4975 of the Code, or a governmental plan, as defined in Section 3(32) of ERISA, subject to any federal, state or local law ("Similar Law") which is, to a material extent, similar to the foregoing provisions of ERISA or the Code (collectively, a "Plan") or using the assets of any such Plan to effect such purchase or (b) as to the Class M or Class B CitiCertificates only, it is an insurance company and the source of funds used to purchase the Class M CitiCertificates or the Class B CitiCertificates is an "insurance company general account" (as such term is defined in Section V(e) of Prohibited Transaction Class Exemption 95-60 ("PTE 95-60"), 60 Fed. Reg. 35925 (July 12, 1995)) and there is no Plan with respect to which the amount of such general accounts reserves and liabilities for the contracts) held by or on behalf of such Plan and all other Plans maintained by the same employer (or affiliate thereof as defined in Section

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Citicorp Mortgage Securities Inc)

Registration of Transfer and Exchange of Certificates. The Trustee on behalf of the Trust shall cause to be maintained at one of its offices or at its designated agent, a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject to such reasonable rules and regulations as the Trustee may prescribe, the Certificate Register shall be amended from time to time by the Trustee or its agent to reflect notice of any changes received by the Trustee or its agent pursuant to Section 10.06. The Trustee hereby appoints itself as the initial Certificate Registrar. Upon surrender for registration of transfer of any Certificate to the Trustee at the Corporate Trust Office of the TrusteeTrustee or at the office of State Street Bank and Trust Company, N.A., 00 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Corporate Trust Window, or such other address or agency as may hereafter be provided to the Master Servicer in writing by the Trustee, the Trustee on behalf of the Trust shall execute, and the Trustee or any Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of Authorized DenominationsDenominations of like Percentage Interest. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in Authorized Denominations of like Certificate Principal Balance or Percentage Interest, as applicable, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee on behalf of the Trust shall execute, and the Trustee, or any Authenticating Agent, shall authenticate and deliver, the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for transfer shall (if so required by the Trustee or any Authenticating Agent) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee or any Authenticating Agent and duly executed by, the Holder thereof or such Xxxxxx’s Holder's attorney duly authorized in writing. 141 A reasonable service charge may be made for any such exchange or transfer of Certificates, and the Trustee may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any exchange or transfer of Certificates. All Certificates surrendered for exchange or transfer shall be cancelled by the Trustee or any Authenticating Agent.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Washington Mutual MSC Mortgage Pass Thro Cert Ser 2001-Ms14)

Registration of Transfer and Exchange of Certificates. The Trustee on behalf of the Trust shall cause to be maintained at one of its offices or at its designated agent, a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject to such reasonable rules and regulations as the Trustee may prescribe, the Certificate Register shall be amended from time to time by the Trustee or its agent to reflect notice of any changes received by the Trustee or its agent pursuant to Section 10.06. The Trustee hereby appoints itself as the initial Certificate Registrar. Upon surrender for registration of transfer of any Certificate to the Trustee at the Corporate Trust Office office of the Trustee's agent at DTC Transfer Agent Services, 55 Water Street, Jeanette Park Entxxxxx, Xxx Xxxx, Xxx Xxxx 00001, or at DB Services Tennessee, Inc., 648 Grassmere Park Road, Nashville, XX 00000, Xxxxxxxxx: Xxxxxxxx Xxxxxxxxxx, or such other address or agency as may hereafter be provided to the Master Servicer in writing by the Trustee, the Trustee on behalf of the Trust shall execute, and the Trustee or any Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of Authorized Denominations. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in Authorized Denominations of like Certificate Principal Balance or Percentage Interest, as applicable, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee on behalf of the Trust shall execute, and the Trustee, or any Authenticating Agent, shall authenticate and deliver, the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for transfer shall (if so required by the Trustee or any Authenticating Agent) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee or any Authenticating Agent and duly executed by, the Holder thereof or such Xxxxxx’s Holder's attorney duly authorized in writing. Upon notice by the Auction Administrator to the Trustee that the Holder of any Auction Certificate not held in book-entry form has failed to surrender such Certificate for registration of transfer on the Auction Distribution Date (as defined in the Auction Administration Agreement), the Trustee shall, upon request by the Auction Administrator, deem such Certificate cancelled and issue, authenticate and deliver, in the name of the transferee designated by the Auction Administrator, a new Certificate in an Authorized Denomination of like Certificate Principal Balance. A reasonable service charge may be made for any such exchange or transfer of Certificates, and the Trustee may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any exchange or transfer of Certificates. All Certificates surrendered for exchange or transfer shall be cancelled by the Trustee or any Authenticating Agent.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (WaMu Mortgage Pass-Through Certificates, Series 2004-Ar7)

Registration of Transfer and Exchange of Certificates. The Trustee on behalf of the Trust shall cause to be maintained at one of its offices or at its designated agent, a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject to such reasonable rules and regulations as the Trustee may prescribe, the Certificate Register shall be amended from time to time by the Trustee or its agent to reflect notice of any changes received by the Trustee or its agent pursuant to Section 10.06. The Trustee hereby appoints itself as the initial Certificate Registrar. Upon surrender for registration of transfer of any Certificate to the Trustee at the Corporate Trust Office of the TrusteeTrustee or at the office of State Street Bank and Trust Company, N.A., 00 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Corporate Trust Window, or such other address or agency as may hereafter be provided to the Master Servicer in writing by the Trustee, the Trustee on behalf of the Trust shall execute, and the Trustee or any Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of Authorized DenominationsDenominations of like Percentage Interest. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in Authorized Denominations of like Certificate Principal Balance or Percentage Interest, as applicable, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee on behalf of the Trust shall execute, and the Trustee, or any Authenticating Agent, shall authenticate and deliver, the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for transfer shall (if so required by the Trustee or any Authenticating Agent) be duly endorsed by, or be accompanied by a written instrument of transfer in form 141 satisfactory to the Trustee or any Authenticating Agent and duly executed by, the Holder thereof or such Xxxxxx’s Holder's attorney duly authorized in writing. A reasonable service charge may be made for any such exchange or transfer of Certificates, and the Trustee may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any exchange or transfer of Certificates. All Certificates surrendered for exchange or transfer shall be cancelled by the Trustee or any Authenticating Agent.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Washington Mutual MSC Mort Pass-Through Cert Ser 2001-Ms12)

Registration of Transfer and Exchange of Certificates. The Trustee on behalf of the Trust shall cause to be maintained at one of its offices or at its designated agent, a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject to such reasonable rules and regulations as the Trustee may prescribe, the Certificate Register shall be amended from time to time by the Trustee or its agent to reflect notice of any changes received by the Trustee or its agent pursuant to Section 10.06. The Trustee hereby appoints itself as the initial Certificate Registrar. Upon surrender for registration of transfer of any Certificate to the Trustee at the Corporate office of First Trust Office of the TrusteeNew York, National Association, 000 Xxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, XX 00000, Attention: Xxx Xxxxx, or such other address or agency as may hereafter be provided to the Master Servicer in writing by the Trustee, the Trustee on behalf of the Trust shall execute, and the Trustee or any Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of Authorized DenominationsDenominations of like Percentage Interest. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in Authorized Denominations of like Certificate Principal Balance or Percentage Interest, as applicable, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee on behalf of the Trust shall execute, and the Trustee, or any Authenticating Agent, shall authenticate and deliver, the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for transfer shall (if so required by the Trustee or any Authenticating Agent) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee or any Authenticating Agent and duly executed by, the Holder thereof or such Xxxxxx’s Holder's attorney duly authorized in writing. A reasonable service charge may be made for any such exchange or transfer of Certificates, and the Trustee may require payment of a sum sufficient to cover any tax or 127 governmental charge that may be imposed in connection with any exchange or transfer of Certificates. All Certificates surrendered for exchange or transfer shall be cancelled by the Trustee or any Authenticating Agent.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (PNC Mortgage Securities Corp)

Registration of Transfer and Exchange of Certificates. (a) The Trustee on behalf of the Trust Administrator shall cause to be maintained kept at one of its the offices or at its designated agent, agencies to be maintained in accordance with the provisions of Section 5.06 a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject which, subject to such reasonable rules and regulations as the Trustee it may prescribe, the Certificate Register Trust Administrator shall be amended from time to time by provide for the Trustee or its agent to reflect notice registration of any changes received by the Trustee or its agent pursuant to Section 10.06Certificates and of transfers and exchanges of Certificates as herein provided. The Trustee hereby appoints itself Trust Administrator shall act as, or shall appoint, a Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as the initial Certificate Registrarherein provided. Upon surrender for registration of transfer of any Certificate at any office or agency maintained for such purpose pursuant to Section 5.06 (and subject to the Trustee at the Corporate Trust Office provisions of the Trustee, or such other address or agency as may hereafter be provided to the Servicer in writing by the Trustee, the Trustee on behalf of this Section 5.02) the Trust Administrator shall execute, and shall date, authenticate (or cause the Trustee or any Authenticating Agent shall authenticate to authenticate) and deliver, in the name of the designated transferee or transferees, one or more new Certificates of Authorized Denominationsa like aggregate principal portion or Percentage Interest and of the same Class or Subclass. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in Authorized of authorized Denominations of a like Certificate Principal Balance aggregate principal portion or Percentage Interest, as applicable, Interest and of the same Class or Subclass upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee on behalf of the Trust Administrator shall execute, and shall date, authenticate (or cause the Trustee, or any Authenticating Agent, shall authenticate Agent to authenticate) and deliver, the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for transfer or exchange shall (if so required by the Certificate Registrar or the Trust Administrator) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee or any Authenticating Agent and Certificate Registrar, duly executed by, by the Holder thereof or such Xxxxxx’s his attorney duly authorized in writing. A reasonable No service charge may shall be made for any such transfer or exchange or transfer of Certificates, and but the Trustee Trust Administrator or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange or transfer of Certificates. All Certificates surrendered for transfer and exchange shall be canceled by the Certificate Registrar, the Trust Administrator or the Authenticating Agent in accordance with their standard procedures. (b) No transfer of a Class B-3, Class B-4 or Class B-5 Certificate shall be made unless the registration requirements of the Securities Act of 1933, as amended, and any applicable State securities laws are complied with, or such transfer is exempt from the registration requirements under said Act and laws. In the event that a transfer is to be made in reliance upon an exemption from said Act or laws, (i) unless such transfer is made in reliance on Rule 144A, the Trustee or the Seller may, if such transfer is to be made within three years after the later of (i) the date of the initial sale of Certificates or (ii) the last date on which the Seller or any affiliate thereof was a Holder of the Certificates proposed to be transferred, require a Class B-3, Class B-4 or Class B-5 Certificateholder to deliver a written Opinion of Counsel acceptable to and in form and substance satisfactory to the Trust Administrator and the Seller, to the effect that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from said Act and laws or is being made pursuant to said Act and laws, which Opinion of Counsel shall not be an expense of the Trust Administrator, the Trustee, the Seller or the Master Servicer, and (ii) the Trust Administrator shall require the transferee to execute an investment letter in the form of Exhibit J hereto certifying to the Seller and the Trust Administrator the facts surrounding such transfer, which investment letter shall not be an expense of the Trust Administrator, the Trustee, the Seller or the Master Servicer. The Holder of a Class B-3, Class B-4 or Class B-5 Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Trust Administrator, the Trustee, the Seller, the Master Servicer and any Paying Agent acting on behalf of the Trustee against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. Neither the Seller nor the Trust Administrator is under an obligation to register the Class B-3, Class B-4 or Class B-5 Certificates under said Act or any other securities law. (c) No transfer of a Class M or Class B Certificate shall be made unless the Trustee shall have received (i) a representation letter from the transferee in the form of Exhibit J hereto, in the case of a Class B-3, Class B-4 or Class B-5 Certificate, or in the form of Exhibit K hereto, in the case of a Class M, Class B-1 or Class B-2 Certificate, to the effect that either (a) such transferee is not an employee benefit plan subject to the fiduciary responsibility provisions of ERISA or Code Section 4975, or a governmental plan, as defined in Section 3(32) of ERISA, or subject to any federal, state or local law ("Similar Law") which is to a material extent similar to the foregoing provisions of ERISA or the Code (collectively, a "Plan") and is not a person acting on behalf of or using the assets of any such Plan, which representation letter shall not be an expense of the Trust Administrator, the Trustee, the Seller or the Master Servicer or (b) if such transferee is an insurance company, the source of funds used to purchase the Class M or Class B Certificate is an "insurance company general account" (as such term is defined in Section V(e) of Prohibited Transaction Class Exemption 95-60 ("PTE 95-60"), 60 Fed. Reg. 35925 (July 12, 1995)) and there is no Plan with respect to which the amount of such general account's reserves and liabilities for the contract(s) held by or on behalf of such Plan and all other Plans maintained by the same employer (or affiliate thereof as defined in Section V(a)(1) of PTE 95-60) or by the same employee organization exceeds 10% of the total of all reserves and liabilities of such general account (as such amounts are determined under Section I(a) of PTE 95-60) at the date of acquisition or (ii) in the case of any such Class M or Class B Certificate presented for registration in the name of a Plan, or a trustee of any such Plan, (A) an Opinion of Counsel satisfactory to the Trust Administrator and the Seller to the effect that the purchase or holding of such Class M or Class B Certificate will not result in the assets of the Trust Estate being deemed to be "plan assets" and subject to the prohibited transaction provisions of ERISA, the Code or Similar Law and will not subject the Trust Administrator, the Trustee, the Seller or the Master Servicer to any obligation in addition to those undertaken in this Agreement, which Opinion of Counsel shall not be an expense of the Trust Administrator, the Trustee, the Seller or the Master Servicer and (B) such other opinions of counsel, officer's certificates and agreements as the Seller or the Master Servicer may require in connection with such transfer, which opinions of counsel, officers' certificates and agreements shall not be an expense of the Trust Administrator, the Trustee, the Seller or the Master Servicer. The Class M and Class B Certificates shall bear a legend referring to the foregoing restrictions contained in this paragraph. (d) No legal or beneficial interest in all or any portion of the Class A-R or Class A-LR Certificate may be transferred directly or indirectly to a "disqualified organization" within the meaning of Code Section 860E(e)(5) or an agent of a disqualified organization (including a broker, nominee, or middleman), to a Plan or a Person investing the assets of a Plan (such plan or Person, an "ERISA Prohibited Holder") or to an individual, corporation, partnership or other person unless such transferee (i) is not a Non-U.S. Person or (ii) is a Non-U.S. Person that holds the Class A-R or Class A-LR Certificate in connection with the conduct of a trade or business within the United States and has furnished the transferor and the Trust Administrator with an effective Internal Revenue Service Form 4224 or (iii) is a Non-U.S. Person that has delivered to both the transferor and the Trust Administrator an opinion of a nationally recognized tax counsel to the effect that the transfer of the Class A-R or Class A-LR Certificate to it is in accordance with the requirements of the Code and the regulations promulgated thereunder and that such transfer of the Class A-R or Class A-LR Certificate will not be disregarded for federal income tax purposes (any such person who is not covered by clauses (i), (ii) or (iii) above being referred to herein as a "Non-permitted Foreign Holder"), and any such purported transfer shall be cancelled void and have no effect. The Trust Administrator shall not execute, and shall not authenticate (or cause the Authenticating Agent to authenticate) and deliver, a new Class A-R or Class A-LR Certificate in connection with any such transfer to a disqualified organization or agent thereof (including a broker, nominee or middleman), an ERISA Prohibited Holder or a Non-permitted Foreign Holder, and neither the Certificate Registrar nor the Trust Administrator shall accept a surrender for transfer or registration of transfer, or register the transfer of, the Class A-R or Class A-LR Certificate, unless the transferor shall have provided to the Trust Administrator an affidavit, substantially in the form attached as Exhibit H hereto, signed by the Trustee transferee, to the effect that the transferee is not such a disqualified organization, an agent (including a broker, nominee, or middleman) for any Authenticating Agententity as to which the transferee has not received a substantially similar affidavit, an ERISA Prohibited Holder or a Non-permitted Foreign Holder, which affidavit shall contain the consent of the transferee to any such amendments of this Agreement as may be required to further effectuate the foregoing restrictions on transfer of the Class A-R or Class A-LR Certificate to disqualified organizations, ERISA Prohibited Holders or Non-permitted Foreign Holders. Such affidavit shall also contain the statement of the transferee that (i) the transferee has historically paid its debts as they have come due and intends to do so in the future, (ii) the transferee understands that it may incur liabilities in excess of cash flows generated by the residual interest, (iii) the transferee intends to pay taxes associated with holding the residual interest as they become due and (iv) the transferee will not transfer the Class A-R or Class A-LR Certificate to any Person who does not provide an affidavit substantially in the form attached as Exhibit H hereto. The affidavit described in the preceding paragraph, if not executed in connection with the initial issuance of the Class A-R or Class A-LR Certificate, shall be accompanied by a written statement in the form attached as Exhibit I hereto, signed by the transferor, to the effect that as of the time of the transfer, the transferor has no actual knowledge that the transferee is a disqualified organization, ERISA Prohibited Holder or Non-permitted Foreign Holder, and has no knowledge or reason to know that the statements made by the transferee with respect to clauses (i) and (iii) of the last sentence of the preceding paragraph are not true. The Class A-R and Class A-LR Certificates shall bear a legend referring to the foregoing restrictions contained in this paragraph and the preceding paragraph. Upon notice to the Master Servicer that any legal or beneficial interest in any portion of the Class A-R or Class A-LR Certificate has been transferred, directly or indirectly, to a disqualified organization or agent thereof (including a broker, nominee, or middleman) in contravention of the foregoing restrictions, (i) such transferee shall be deemed to hold the Class A-R or Class A-LR Certificate in constructive trust for the last transferor who was not a disqualified organization or agent thereof, and such transferor shall be restored as the owner of such Class A-R or Class A-LR Certificate as completely as if such transfer had never occurred, provided that the Master Servicer may, but is not required to, recover any distributions made to such transferee with respect to Class A-R or Class A-LR Certificate, and (ii) the Master Servicer agrees to furnish to the Internal Revenue Service and to any transferor of the Class A-R or Class A-LR Certificate or such agent (within 60 days of the request therefor by the transferor or agent) such information necessary to the application of Code Section 860E(e) as may be required by the Code, including but not limited to the present value of the total anticipated excess inclusions with respect to the Class A-R or Class A-LR Certificate (or portion thereof) for periods after such transfer. At the election of the Master Servicer, the cost to the Master Servicer of computing and furnishing such information may be charged to the transferor or such agent referred to above; however, the Master Servicer shall in no event be excused from furnishing such information.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Norwest Asset Securities Corp Mort Pass THR Cert Ser 1997-01)

Registration of Transfer and Exchange of Certificates. The Trustee on behalf of the Trust shall cause to be maintained at one of its offices or at its designated agent, a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject to such reasonable rules and regulations as the Trustee may prescribe, the Certificate Register shall be amended from time to time by the Trustee or its agent to reflect notice of any changes received by the Trustee or its agent pursuant to Section 10.06. The Trustee hereby appoints itself as the initial Certificate Registrar. Upon surrender for registration of transfer of any Certificate to the Trustee at the Corporate Trust Office of the TrusteeTrustee or at the office of U.S. Bank National Association, U.S. Bank Trust New York, 100 Wall Street, Suite 1600, New Yoxx, XX 00000, Xxxxxxxxx: Xxxxxxxxx Xxxxx Xxxxxx, or such other address or agency as may hereafter be provided to the Master Servicer in writing by the Trustee, the Trustee on behalf of the Trust shall execute, and the Trustee or any Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of Authorized Denominations. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in Authorized Denominations of like Certificate Principal Balance or Percentage Interest, as applicable, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee on behalf of the Trust shall execute, and the Trustee, or any Authenticating Agent, shall authenticate and deliver, the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for transfer shall (if so required by the Trustee or any Authenticating Agent) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee or any Authenticating Agent and duly executed by, the Holder thereof or such Xxxxxx’s Holder's attorney duly authorized in writing. A reasonable service charge may be made for any such exchange or transfer of Certificates, and the Trustee may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any exchange or transfer of Certificates. All Certificates surrendered for exchange or transfer shall be cancelled by the Trustee or any Authenticating Agent.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Washington Mutual MSC Mortgage Pass-Through Certificates, Series 2004-Ra3)

Registration of Transfer and Exchange of Certificates. The Trustee on behalf of the Trust shall cause to be maintained at one of its offices or at its designated agent, a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject to such reasonable rules and regulations as the Trustee may prescribe, the Certificate Register shall be amended from time to time by the Trustee or its agent to reflect notice of any changes received by the Trustee or its agent pursuant to Section 10.06. The Trustee hereby appoints itself as the initial Certificate Registrar. Upon surrender for registration of transfer of any Certificate to the Trustee at the Corporate Trust Office of the TrusteeTrustee or at the office of State Street Bank and Trust Company, N.A., 00 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Corporate Trust Window, or such other address or agency as may hereafter be provided to the Master Servicer in writing by the Trustee, the Trustee on behalf of the Trust shall execute, and the Trustee or any Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of Authorized Denominations. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in Authorized Denominations of like Certificate Principal Balance or Percentage Interest, as applicable, upon surrender of the Certificates to be exchanged 111 at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee on behalf of the Trust shall execute, and the Trustee, or any Authenticating Agent, shall authenticate and deliver, the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for transfer shall (if so required by the Trustee or any Authenticating Agent) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee or any Authenticating Agent and duly executed by, the Holder thereof or such Xxxxxx’s Holder's attorney duly authorized in writing. A reasonable service charge may be made for any such exchange or transfer of Certificates, and the Trustee may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any exchange or transfer of Certificates. All Certificates surrendered for exchange or transfer shall be cancelled by the Trustee or any Authenticating Agent.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Wamu Mortgage Pass Through Certificates 2002-S1)

Registration of Transfer and Exchange of Certificates. The Trustee on behalf of the Trust shall cause to be maintained at one of its offices or at its designated agent, a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject to such reasonable rules and regulations as the Trustee may prescribe, the Certificate Register shall be amended from time to time by the Trustee or its agent to reflect notice of any changes received 124 by the Trustee or its agent pursuant to Section 10.06. The Trustee hereby appoints itself as the initial Certificate Registrar. Upon surrender for registration of transfer of any Certificate to the Trustee at the Corporate Trust Office of the TrusteeTrustee or at the office of State Street Bank and Trust Company, N.A., 00 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Corporate Trust Window, or such other address or agency as may hereafter be provided to the Master Servicer in writing by the Trustee, the Trustee on behalf of the Trust shall execute, and the Trustee or any Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of Authorized Denominations. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in Authorized Denominations of like Certificate Principal Balance or Percentage Interest, as applicable, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee on behalf of the Trust shall execute, and the Trustee, or any Authenticating Agent, shall authenticate and deliver, the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for transfer shall (if so required by the Trustee or any Authenticating Agent) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee or any Authenticating Agent and duly executed by, the Holder thereof or such Xxxxxx’s Holder's attorney duly authorized in writing. A reasonable service charge may be made for any such exchange or transfer of Certificates, and the Trustee may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any exchange or transfer of Certificates. All Certificates surrendered for exchange or transfer shall be cancelled by the Trustee or any Authenticating Agent.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Pass Through Certificates Series 2002-Ms2)

Registration of Transfer and Exchange of Certificates. The Trustee on behalf of the Trust shall cause to be maintained at one of its offices or at its designated agentCertificate Registrar, a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject to such reasonable rules and regulations as the Trustee may prescribe, the Certificate Register shall be amended from time to time by the Trustee or its agent to reflect notice of any changes received by the Trustee or its agent pursuant to Section 10.0610.5. The Trustee hereby appoints itself as the initial Certificate Registrar. The Trustee may appoint an Eligible Institution to act as its agent in order to delegate to such Eligible Institution its duties as Certificate Registrar under this Agreement. Upon surrender for registration of transfer of any Certificate to the Trustee at the Corporate office of First Trust Office of the TrusteeNew York, or such other address or agency as may hereafter National Association, 100 Wall Street, Suite 1600, New York, NY 10005, Attention: Glenn Andersxx, xx xxxx xxxxx xxxxxxx xx xxxxxx xx xxx xxxxafter be provided to provxxxx xx xxx Xxrtificate Administrator, if any, and the Servicer in writing by the Trustee, the Trustee on behalf of the Trust shall execute, and the Trustee or any Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of Authorized DenominationsDenominations of like Percentage Interest. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in Authorized Denominations of like Certificate Principal Balance or Percentage Interest, as applicable, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee on behalf of the Trust shall execute, and the Trustee, or any Authenticating Agent, shall authenticate and deliver, the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for transfer shall (if so required by the Trustee or any Authenticating Agent) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee or any Authenticating Agent and duly executed by, the Holder thereof or such Xxxxxx’s Holder's attorney duly authorized in writing. A reasonable service charge may be made for any such exchange or transfer of Certificates, and the Trustee or an Authenticating Agent may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any exchange or transfer of Certificates. All Certificates surrendered for exchange or transfer shall be cancelled canceled by the Trustee or any Authenticating Agent.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Abn Amro Mortgage Corp Series 2001-2)

Registration of Transfer and Exchange of Certificates. The Trustee on behalf of the Trust shall cause to be maintained at one of its offices or at its designated agentCertificate Registrar, a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject to such reasonable rules and regulations as the Trustee may prescribe, the Certificate Register shall be amended from time to time by the Trustee or its agent to reflect notice of any changes received by the Trustee or its agent pursuant to Section 10.068.5. The Trustee hereby appoints itself as the initial Certificate Registrar. The Trustee may appoint an Eligible Institution to act as its agent in order to delegate to such Eligible Institution its duties as Certificate Registrar under this Agreement. Upon surrender for registration of transfer of any Certificate to the Trustee at the its Corporate Trust Office of the TrusteeOffice, or such other address or agency as may hereafter be provided to the Servicer Certificate Administrator, if any, in writing by the Trustee, the Trustee on behalf of the Trust shall execute, and the Trustee or any Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of Authorized DenominationsDenominations of like Percentage Interest. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in Authorized Denominations of like Certificate Principal Balance or Percentage Interest, as applicable, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee on behalf of the Trust shall execute, and the Trustee, or any Authenticating Agent, shall authenticate and deliver, the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for transfer shall (if so required by the Trustee or any Authenticating Agent) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee or any Authenticating Agent and duly executed by, the Holder thereof or such Xxxxxx’s Holder's attorney duly authorized in writing. A reasonable service charge may be made for any such exchange or transfer of Certificates, and the Trustee or an Authenticating Agent may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any exchange or transfer of Certificates. All Certificates surrendered for exchange or transfer shall be cancelled by the Trustee or any Authenticating Agent.

Appears in 1 contract

Samples: Pooling Agreement (Abn Amro Mortgage Corp Series 1999-Rsi)

Registration of Transfer and Exchange of Certificates. The Trustee on behalf of the Trust shall cause to be maintained at one of its offices or at its designated agentCertificate Registrar, a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject to such reasonable rules and regulations as the Trustee may prescribe, the Certificate Register shall be amended from time to time by the Trustee or its agent to reflect notice of any changes received by the Trustee or its agent pursuant to Section 10.0610.5. The Trustee hereby appoints itself LaSalle Bank National Association as the initial Certificate Registrar. The Trustee may appoint an Eligible Institution to act as its agent in order to delegate to such Eligible Institution its duties as Certificate Registrar under this Agreement. Upon surrender for registration of transfer of any Certificate to the Trustee at the Corporate office of First Trust Office of the TrusteeNew York, National Association, 100 Wall Street, Suite 1600, Xxx Xxxx, XX 00000, Xxxxxxxxx: Xxxxx Xxxxxxxn, or such other address or otxxx xxxxxxx xx agency as may hereafter be provided to the Certificate Administrator, if any, and the Servicer in writing by the Trustee, the Trustee on behalf of the Trust shall execute, and the Trustee or any Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of Authorized DenominationsDenominations of like Percentage Interest. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in Authorized Denominations of like Certificate Principal Balance or Percentage Interest, as applicable, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee on behalf of the Trust shall execute, and the Trustee, or any Authenticating Agent, shall authenticate and deliver, the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for transfer shall (if so required by the Trustee or any Authenticating Agent) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee or any Authenticating Agent and duly executed by, the Holder thereof or such Xxxxxx’s Holder's attorney duly authorized in writing. A reasonable service charge may be made for any such exchange or transfer of Certificates, and the Trustee or an Authenticating Agent may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any exchange or transfer of Certificates. All Certificates surrendered for exchange or transfer shall be cancelled canceled by the Trustee or any Authenticating Agent.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Abn Amro Mortgage Corp Series 2002-5)

Registration of Transfer and Exchange of Certificates. The Trustee on behalf of the Trust shall cause to be maintained at one of its offices or at its designated agent, a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject to such reasonable rules and regulations as the Trustee may prescribe, the Certificate Register shall be amended from time to time by the Trustee or its agent to reflect notice of any changes received by the Trustee or its agent pursuant to Section 10.06. The Trustee hereby appoints itself as the initial Certificate Registrar. Upon surrender for registration of transfer of any Certificate to the Trustee at the Corporate Trust Office office of the Trustee's agent at DTC Transfer Agent Services, or such other address or agency 55 Water Street, Jeanette Park Entrance, New York, New York 10000, xx xx XX Xxxxxxxx Xxxxxxxee, Inc., 648 Grassmere Park Road, Nashville, TN 37211, Attention: Transxxx Xxxxxxxxxx, xx xxxx xxxxx xxxxxxx xx xxxncy as may hereafter be provided to the Master Servicer in writing by the Trustee, the Trustee on behalf of the Trust shall execute, and the Trustee or any Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of Authorized Denominations. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in Authorized Denominations of like Certificate Principal Balance or Percentage Interest, as applicable, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee on behalf of the Trust shall execute, and the Trustee, or any Authenticating Agent, shall authenticate and deliver, the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for transfer shall (if so required by the Trustee or any Authenticating Agent) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee or any Authenticating Agent and duly executed by, the Holder thereof or such Xxxxxx’s Holder's attorney duly authorized in writing. A reasonable service charge may be made for any such exchange or transfer of Certificates, and the Trustee may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any exchange or transfer of Certificates. All Certificates surrendered for exchange or transfer shall be cancelled by the Trustee or any Authenticating Agent.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (WAMU Mortgage Pass-Through Certificates Series 2004-Ar2)

Registration of Transfer and Exchange of Certificates. The Trustee on behalf of the Trust shall cause to be maintained at one of its offices or at its designated agent, a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject to such reasonable rules and regulations as the Trustee may prescribe, the Certificate Register shall be amended from time to time by the Trustee or its agent to reflect notice of any changes received 126 by the Trustee or its agent pursuant to Section 10.06. The Trustee hereby appoints itself as the initial Certificate Registrar. Upon surrender for registration of transfer of any Certificate to the Trustee at the Corporate Trust Office of the TrusteeTrustee or at the office of State Street Bank and Trust Company, N.A., 00 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Corporate Trust Window, or such other address or agency as may hereafter be provided to the Master Servicer in writing by the Trustee, the Trustee on behalf of the Trust shall execute, and the Trustee or any Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of Authorized Denominations. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in Authorized Denominations of like Certificate Principal Balance or Percentage Interest, as applicable, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee on behalf of the Trust shall execute, and the Trustee, or any Authenticating Agent, shall authenticate and deliver, the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for transfer shall (if so required by the Trustee or any Authenticating Agent) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee or any Authenticating Agent and duly executed by, the Holder thereof or such Xxxxxx’s Holder's attorney duly authorized in writing. A reasonable service charge may be made for any such exchange or transfer of Certificates, and the Trustee may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any exchange or transfer of Certificates. All Certificates surrendered for exchange or transfer shall be cancelled by the Trustee or any Authenticating Agent.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Pass Through Certificates Series 2002-Ms4)

Registration of Transfer and Exchange of Certificates. The Trustee on behalf of the Trust shall cause to be maintained at one of its offices or at its designated agent, a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject to such reasonable rules and regulations as the Trustee may prescribe, the Certificate Register shall be amended from time to time by the Trustee or its agent to reflect notice of any changes received by the Trustee or its agent pursuant to Section 10.06. The Trustee hereby appoints itself as the initial Certificate Registrar. Upon surrender for registration of transfer of any Certificate to the Trustee at the office of Bankers Trust Company of California, N.A. maintained at 000 Xxxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Corporate Trust Office of the TrusteeWindow, or such other address or agency as may hereafter be provided to the Master Servicer in writing by the Trustee, the Trustee on behalf of the Trust shall execute, and the Trustee or any Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of Authorized DenominationsDenominations of like Percentage Interest. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in Authorized Denominations of like Certificate Principal Balance or Percentage Interest, as applicable, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee on behalf of the Trust shall execute, and the Trustee, or any Authenticating Agent, shall authenticate and deliver, the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for transfer shall (if so required by the Trustee or any Authenticating Agent) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee or any Authenticating Agent and duly executed by, the Holder thereof or such Xxxxxx’s Holder's attorney duly authorized in writing. A reasonable service charge may be made for any such exchange or transfer of Certificates, and the Trustee may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any exchange or transfer of Certificates. All Certificates surrendered for exchange or transfer shall be cancelled by the Trustee or any Authenticating Agent.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (PNC Mortgage Sec Corp Mort Pass THR Cert Ser 1999-7)

Registration of Transfer and Exchange of Certificates. The Trustee on behalf of the Trust shall cause to be maintained at one of its offices or at its designated agent, a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject to such reasonable rules and regulations as the Trustee may prescribe, the Certificate Register shall be amended from time to time by the Trustee or its agent to reflect notice of any changes received by the Trustee or its agent pursuant to Section 10.06. The Trustee hereby appoints itself as the initial Certificate Registrar. Upon surrender for registration of transfer of any Certificate to the Trustee at the Corporate Trust Office of the TrusteeTrustee or at the office of U.S. Bank National Association, or such other address or U.S. Bank Trust New York, 100 Wall Street, Suite 1600, New York, NY 10005, Attention: Xxxxxxxxx Xxxxx Xxxxxx, xx xxxx xxxxx xxxxxxx xr agency as may hereafter be provided to the Master Servicer in writing by the Trustee, the Trustee on behalf of the Trust shall execute, and the Trustee or any Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of Authorized Denominations. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in Authorized Denominations of like Certificate Principal Balance or Percentage Interest, as applicable, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee on behalf of the Trust shall execute, and the Trustee, or any Authenticating Agent, shall authenticate and deliver, the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for transfer shall (if so required by the Trustee or any Authenticating Agent) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee or any Authenticating Agent and duly executed by, the Holder thereof or such Xxxxxx’s Holder's attorney duly authorized in writing. A reasonable service charge may be made for any such exchange or transfer of Certificates, and the Trustee may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any exchange or transfer of Certificates. All Certificates surrendered for exchange or transfer shall be cancelled by the Trustee or any Authenticating Agent.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Washington Mutual MSC Mortgage Pass-Through Certificates Series 2004-Ra1)

Registration of Transfer and Exchange of Certificates. The Trustee on behalf of the Trust shall cause to be maintained at one of its offices or at its designated agent, a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject to such reasonable rules and regulations as the Trustee may prescribe, the Certificate Register shall be amended from time to time by the Trustee or its agent to reflect notice of any changes received by the Trustee or its agent pursuant to Section 10.06. The Trustee hereby appoints itself as the initial Certificate Registrar. Upon surrender for registration of transfer of any Certificate to the Trustee at the Corporate Trust Office of the TrusteeTrustee or at the office of U.S. Bank National Association, U.S. Bank Trust New York, 000 Xxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000, Attention: Corporate Trust Window, or such other address or agency as may hereafter be provided to the Master Servicer in writing by the Trustee, the Trustee on behalf of the Trust shall execute, and the Trustee or any Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or 101 transferees, one or more new Certificates of Authorized Denominations. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in Authorized Denominations of like Certificate Principal Balance or Percentage Interest, as applicable, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee on behalf of the Trust shall execute, and the Trustee, or any Authenticating Agent, shall authenticate and deliver, the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for transfer shall (if so required by the Trustee or any Authenticating Agent) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee or any Authenticating Agent and duly executed by, the Holder thereof or such Xxxxxx’s Holder's attorney duly authorized in writing. A reasonable service charge may be made for any such exchange or transfer of Certificates, and the Trustee may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any exchange or transfer of Certificates. All Certificates surrendered for exchange or transfer shall be cancelled by the Trustee or any Authenticating Agent.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Washington Mutual MSC Mort Pass Thru Cert Series 2003-Ms7)

Registration of Transfer and Exchange of Certificates. (a) The Trustee on behalf of the Trust Certificate Registrar shall cause to be maintained at one of its offices or at its designated agent, maintain a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject which, subject to such reasonable rules and regulations as the Trustee it may prescribe, the Certificate Register Registrar shall be amended from time to time by provide for the Trustee or its agent to reflect notice registration of any changes received by the Trustee or its agent pursuant to Section 10.06Certificates and transfers and exchanges of Certificates as provided in this Agreement. The Trustee is hereby appoints itself initially appointed Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as provided in this Agreement In the initial event that, subsequent to the Closing Date, the Trustee notifies the Servicer that it is unable to act as Certificate Registrar. , the Servicer shall appoint another bank or trust company, having an office or agency located in the [Borough of Manhattan], The City of New York, agreeing to act in accordance with the provisions of this Agreement applicable to it, and otherwise acceptable to the Trustee, to act as successor Certificate Registrar under this Agreement. (b) Upon surrender for registration of transfer of any Certificate to the Trustee at the Corporate Trust Office of the Trustee, or such other address or agency as may hereafter be provided to the Servicer in writing by the TrusteeOffice, the Trustee on behalf of the Trust shall execute, and the Trustee or any Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of Authorized Denominations. the same Class in authorized denominations of a like aggregate principal amount. (c) At the option of the Certificateholdersa Certificateholder, Certificates may be exchanged for other Certificates in Authorized Denominations of the same Class of authorized denominations of a like Certificate Principal Balance or Percentage Interest, as applicableaggregate principal amount, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, exchange the Trustee on behalf of the Trust shall execute, and the Trustee, or any Authenticating Agent, shall authenticate and deliver, deliver the Certificates which that the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee or any Authenticating Agent and the Certificate Registrar duly executed by, by the Holder thereof or such Xxxxxx’s his attorney duly authorized in writing. A reasonable . (d) No service charge may shall be made for any such registration of transfer or exchange or transfer of Certificates, and but the Trustee may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange or transfer of Certificates. . (e) All Certificates surrendered for registration of transfer or exchange or transfer shall be cancelled canceled and subsequently destroyed by the Trustee Trustee. (f) Registration of transfer and sale of the Class B Certificates shall be subject to the further conditions specified in Section 5.04. (g) Each purchaser of a Class A Certificate that is Plan (as defined in Section 5.04(a)(i)) that is a purhaser of a Class A Certificate or any Authenticating Agentof a benficial interest therein shall be deemed to have represented and warranted, by accepting such Certificate or beneficial interest, that such purchaser is an "accredited investor" as defined in Rule 501(a) under the Securities Act.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Toyota Motor Credit Corp)

Registration of Transfer and Exchange of Certificates. The Trustee on behalf of the Trust shall cause to be maintained at one of its offices or at its designated agentCertificate Registrar, a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject to such reasonable rules and regulations as the Trustee may prescribe, the Certificate Register shall be amended from time to time by the Trustee or its agent to reflect notice of any changes received by the Trustee or its agent pursuant to Section 10.0610.5. The Trustee hereby appoints itself as the initial Certificate Registrar. The Trustee may appoint an Eligible Institution to act as its agent in order to delegate to such Eligible Institution its duties as Certificate Registrar under this Agreement. Upon surrender for registration of transfer of any Certificate to the Trustee at the Corporate office of First Trust Office of the TrusteeNew York, National Association, 000 Xxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, XX 00000, Attention: Xxxxx Xxxxxxxx, or such other address or agency as may hereafter be provided to the Certificate Administrator, if any, and the Servicer in writing by the Trustee, the Trustee on behalf of the Trust shall execute, and the Trustee or any Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of Authorized DenominationsDenominations of like Percentage Interest. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in Authorized Denominations of like Certificate Principal Balance or Percentage Interest, as applicable, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee on behalf of the Trust shall execute, and the Trustee, or any Authenticating Agent, shall authenticate and deliver, the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for transfer shall (if so required by the Trustee or any Authenticating Agent) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee or any Authenticating Agent and duly executed by, the Holder thereof or such Xxxxxx’s Holder's attorney duly authorized in writing. A reasonable service charge may be made for any such exchange or transfer of Certificates, and the Trustee may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any exchange or transfer of Certificates. All Certificates surrendered for exchange or transfer shall be cancelled by the Trustee or any Authenticating Agent.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Abn Amro Mortgage Corp Series 2000-2)

Registration of Transfer and Exchange of Certificates. The Trustee on behalf of the Trust shall cause to be maintained at one of its offices or at its designated agent, a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject to such reasonable rules and regulations as the Trustee may prescribe, the Certificate Register shall be amended from time to time by the Trustee or its agent to reflect notice of any changes received by the Trustee or its agent pursuant to Section 10.06. The Trustee hereby appoints itself as the initial Certificate Registrar. Upon surrender for registration of transfer of any Certificate to the Trustee at the Corporate Trust Office of the Trustee, or such other address or agency as may hereafter be provided to the Servicer in writing by the Trustee, the Trustee on behalf of the Trust shall execute, and the Trustee or any Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of Authorized Denominations. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in Authorized Denominations of like Certificate Principal Balance or Percentage Interest, as applicable, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee on behalf of the Trust shall execute, and the Trustee, or any Authenticating Agent, shall authenticate and deliver, the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for transfer shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee or any Authenticating Agent and duly executed by, the Holder thereof or such XxxxxxHolder’s attorney duly authorized in writing. A reasonable service charge may be made for any such exchange or transfer of Certificates, and the Trustee may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any exchange or transfer of Certificates. All Certificates surrendered for exchange or transfer shall be cancelled by the Trustee or any Authenticating Agent.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Washington Mutual Mortgage Pass-Through Certificates, WMALT Series 2006-4)

Registration of Transfer and Exchange of Certificates. (a) The Trustee on behalf of the Trust Administrator shall cause to be maintained kept at one of its the offices or at its designated agent, agencies to be maintained in accordance with the provisions of Section 5.06 a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject which, subject to such reasonable rules and regulations as the Trustee it may prescribe, the Certificate Register Trust Administrator shall be amended from time to time by provide for the Trustee or its agent to reflect notice registration of any changes received by the Trustee or its agent pursuant to Section 10.06Certificates and of transfers and exchanges of Certificates as herein provided. The Trustee hereby appoints itself Trust Administrator shall act as, or shall appoint, a Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as the initial Certificate Registrarherein provided. Upon surrender for registration of transfer of any Certificate at any office or agency maintained for such purpose pursuant to Section 5.06 (and subject to the Trustee at the Corporate Trust Office provisions of the Trustee, or such other address or agency as may hereafter be provided to the Servicer in writing by the Trustee, the Trustee on behalf of this Section 5.02) the Trust Administrator shall execute, and shall date, authenticate (or cause the Trustee or any Authenticating Agent shall authenticate to authenticate) and deliver, in the name of the designated transferee or transferees, one or more new Certificates of Authorized Denominationsa like aggregate principal portion or Percentage Interest and of the same Class or Subclass. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in Authorized of authorized Denominations of a like Certificate Principal Balance aggregate principal portion or Percentage Interest, as applicable, Interest and of the same Class or Subclass upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee on behalf of the Trust Administrator shall execute, and shall date, authenticate (or cause the Trustee, or any Authenticating Agent, shall authenticate Agent to authenticate) and deliver, the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for transfer or exchange shall (if so required by the Certificate Registrar or the Trust Administrator) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee or any Authenticating Agent and Certificate Registrar, duly executed by, by the Holder thereof or such Xxxxxx’s his attorney duly authorized in writing. A reasonable No service charge may shall be made for any such transfer or exchange or transfer of Certificates, and but the Trustee Trust Administrator or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange or transfer of Certificates. All Certificates surrendered for transfer and exchange shall be canceled by the Certificate Registrar, the Trust Administrator or the Authenticating Agent in accordance with their standard procedures. (b) No transfer of a Class A-WIO, Class B-3, Class B-4 or Class B-5 Certificate shall be made unless the registration requirements of the Securities Act of 1933, as amended, and any applicable State securities laws are complied with, or such transfer is exempt from the registration requirements under said Act and laws. In the event that a transfer is to be made in reliance upon an exemption from said Act or laws, (i) unless such transfer is made in reliance on Rule 144A, the Trust Administrator or the Seller may, if such transfer is to be made within three years after the later of (i) the date of the initial sale of Certificates or (ii) the last date on which the Seller or any affiliate thereof was a Holder of the Certificates proposed to be transferred, require a Class A-WIO, Class B-3, Class B-4 or Class B-5 Certificateholder to deliver a written Opinion of Counsel acceptable to and in form and substance satisfactory to the Trust Administrator and the Seller, to the effect that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from said Act and laws or is being made pursuant to said Act and laws, which Opinion of Counsel shall not be an expense of the Trust Administrator, the Trustee, the Seller or the Master Servicer, and (ii) the Trust Administrator shall require the transferee (other than of a Class A-WIO Certificate where such transferee is an affiliate of the Seller and such transfer is made on the Closing Date) to execute an investment letter in the form of Exhibit J hereto certifying to the Seller and the Trust Administrator the facts surrounding such transfer, which investment letter shall not be an expense of the Trust Administrator, the Trustee, the Seller or the Master Servicer. The Holder of a Class A-WIO, Class B-3, Class B-4 or Class B-5 Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Trust Administrator, the Trustee, the Seller, the Master Servicer and any Paying Agent acting on behalf of the Trustee against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws. Neither the Seller nor the Trust Administrator is under an obligation to register the Class A-WIO, Class B-3, Class B-4 or Class B-5 Certificates under said Act or any other securities law. (c) No transfer of a Class A-WIO Certificate (other than to an affiliate of the Seller on the Closing Date), or a Class M or Class B Certificate shall be made unless the Trust Administrator shall have received (i) a representation letter from the transferee in the form of Exhibit J hereto, in the case of a Class A-WIO, Class B-3, Class B-4 or Class B-5 Certificate, or in the form of Exhibit K hereto, in the case of a Class M, Class B-1 or Class B-2 Certificate, to the effect that either (a) such transferee is not an employee benefit plan or other retirement arrangement subject to Title I of ERISA or Code Section 4975, or a governmental plan, as defined in Section 3(32) of ERISA, or subject to any federal, state or local law ("Similar Law") which is to a material extent similar to the foregoing provisions of ERISA or the Code (collectively, a "Plan") and is not a person acting on behalf of or using the assets of any such Plan, which representation letter shall not be an expense of the Trust Administrator, the Trustee, the Seller or the Master Servicer or (b) (other than with respect to a Class A-WIO Certificate) if such transferee is an insurance company, the source of funds used to purchase the Class M or Class B Certificate is an "insurance company general account" (as such term is defined in Section V(e) of Prohibited Transaction Class Exemption 95-60 ("PTE 95-60"), 60 Fed. Reg. 35925 (July 12, 1995)) and there is no Plan with respect to which the amount of such general account's reserves and liabilities for the contract(s) held by or on behalf of such Plan and all other Plans maintained by the same employer (or affiliate thereof as defined in Section V(a)(1) of PTE 95-60) or by the same employee organization exceeds 10% of the total of all reserves and liabilities of such general account (as such amounts are determined under Section I(a) of PTE 95-60) at the date of acquisition or (ii) in the case of any such Class A-WIO, Class M or Class B Certificate presented for registration in the name of a Plan, or a trustee of any such Plan, (A) an Opinion of Counsel satisfactory to the Trust Administrator and the Seller to the effect that the purchase or holding of such Class A-WIO, Class M or Class B Certificate will not result in the assets of the Trust Estate being deemed to be "plan assets" and subject to the prohibited transaction provisions of ERISA, the Code or Similar Law and will not subject the Trust Administrator, the Trustee, the Seller or the Master Servicer to any obligation in addition to those undertaken in this Agreement, which Opinion of Counsel shall not be an expense of the Trust Administrator, the Trustee, the Seller or the Master Servicer and (B) such other opinions of counsel, officer's certificates and agreements as the Seller or the Master Servicer may require in connection with such transfer, which opinions of counsel, officers' certificates and agreements shall not be an expense of the Trust Administrator, the Trustee, the Seller or the Master Servicer. The Class A-WIO, Class M and Class B Certificates shall bear a legend referring to the foregoing restrictions contained in this paragraph. (d) No legal or beneficial interest in all or any portion of the Class A-R Certificate may be transferred directly or indirectly to a "disqualified organization" within the meaning of Code Section 860E(e)(5) or an agent of a disqualified organization (including a broker, nominee, or middleman), to a Plan or a Person acting on behalf of or investing the assets of a Plan (such Plan or Person, an "ERISA Prohibited Holder") or to an individual, corporation, partnership or other person unless such transferee (i) is not a Non-U.S. Person or (ii) is a Non-U.S. Person that holds the Class A-R Certificate in connection with the conduct of a trade or business within the United States and has furnished the transferor and the Trust Administrator with an effective Internal Revenue Service Form 4224 or (iii) is a Non-U.S. Person that has delivered to both the transferor and the Trust Administrator an opinion of a nationally recognized tax counsel to the effect that the transfer of the Class A-R Certificate to it is in accordance with the requirements of the Code and the regulations promulgated thereunder and that such transfer of the Class A-R Certificate will not be disregarded for federal income tax purposes (any such person who is not covered by clauses (i), (ii) or (iii) above being referred to herein as a "Non-permitted Foreign Holder"), and any such purported transfer shall be cancelled void and have no effect. The Trust Administrator shall not execute, and shall not authenticate (or cause the Authenticating Agent to authenticate) and deliver, a new Class A-R Certificate in connection with any such transfer to a disqualified organization or agent thereof (including a broker, nominee or middleman), an ERISA Prohibited Holder or a Non-permitted Foreign Holder, and neither the Certificate Registrar nor the Trust Administrator shall accept a surrender for transfer or registration of transfer, or register the transfer of, the Class A-R Certificate, unless the transferor shall have provided to the Trust Administrator an affidavit, substantially in the form attached as Exhibit H hereto, signed by the Trustee transferee, to the effect that the transferee is not such a disqualified organization, an agent (including a broker, nominee, or middleman) for any Authenticating Agententity as to which the transferee has not received a substantially similar affidavit, an ERISA Prohibited Holder or a Non-permitted Foreign Holder, which affidavit shall contain the consent of the transferee to any such amendments of this Agreement as may be required to further effectuate the foregoing restrictions on transfer of the Class A-R Certificate to disqualified organizations, ERISA Prohibited Holders or Non-permitted Foreign Holders. Such affidavit shall also contain the statement of the transferee that (i) the transferee has historically paid its debts as they have come due and intends to do so in the future, (ii) the transferee understands that it may incur liabilities in excess of cash flows generated by the residual interest, (iii) the transferee intends to pay taxes associated with holding the residual interest as they become due and (iv) the transferee will not transfer the Class A-R Certificate to any Person who does not provide an affidavit substantially in the form attached as Exhibit H hereto. The affidavit described in the preceding paragraph, if not executed in connection with the initial issuance of the Class A-R Certificate, shall be accompanied by a written statement in the form attached as Exhibit I hereto, signed by the transferor, to the effect that as of the time of the transfer, the transferor has no actual knowledge that the transferee is a disqualified organization, ERISA Prohibited Holder or Non-permitted Foreign Holder, and has no knowledge or reason to know that the statements made by the transferee with respect to clauses (i) and (iii) of the last sentence of the preceding paragraph are not true. The Class A-R Certificate shall bear a legend referring to the foregoing restrictions contained in this paragraph and the preceding paragraph. Upon notice to the Master Servicer that any legal or beneficial interest in any portion of the Class A-R Certificate has been transferred, directly or indirectly, to a disqualified organization or agent thereof (including a broker, nominee, or middleman) in contravention of the foregoing restrictions, (i) such transferee shall be deemed to hold the Class A-R Certificate in constructive trust for the last transferor who was not a disqualified organization or agent thereof, and such transferor shall be restored as the owner of such Class A-R Certificate as completely as if such transfer had never occurred, provided that the Master Servicer may, but is not required to, recover any distributions made to such transferee with respect to Class A-R Certificate, and (ii) the Master Servicer agrees to furnish to the Internal Revenue Service and to any transferor of the Class A-R Certificate or such agent (within 60 days of the request therefor by the transferor or agent) such information necessary to the application of Code Section 860E(e) as may be required by the Code, including but not limited to the present value of the total anticipated excess inclusions with respect to the Class A-R Certificate (or portion thereof) for periods after such transfer. At the election of the Master Servicer, the cost to the Master Servicer of computing and furnishing such information may be charged to the transferor or such agent referred to above; however, the Master Servicer shall in no event be excused from furnishing such information.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Norwest Asset Securities Corp Mort Ps THR Cer Ser 1997-06 Tr)

Registration of Transfer and Exchange of Certificates. The Trustee on behalf of the Trust shall cause to be maintained at one of its offices or at its designated agent, a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject to such reasonable rules and regulations as the Trustee may prescribe, the Certificate Register shall be amended from time to time by the Trustee or its agent to reflect notice of any changes received by the Trustee or its agent pursuant to Section 10.06. The Trustee hereby appoints itself as the initial Certificate Registrar. Upon surrender for registration of transfer of any Certificate to the Trustee at the Corporate Trust Office of the TrusteeTrustee or at the office of State Street Bank and Trust Company, N.A., 00 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Corporate Trust Window, or such other address or agency as may hereafter be provided to the Master Servicer in writing by the Trustee, the Trustee on behalf of the Trust shall execute, and the Trustee or any Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of Authorized Denominations. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in Authorized Denominations of like Certificate Principal Balance or Percentage Interest, as applicable, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee on behalf of the Trust shall execute, and the Trustee, or any Authenticating Agent, shall authenticate and deliver, the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for transfer shall (if so required by the Trustee or any Authenticating Agent) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee or any Authenticating Agent and duly executed by, the Holder thereof or such Xxxxxx’s Holder's attorney duly authorized in writing. A reasonable service charge may be made for any such exchange or transfer of Certificates, and the Trustee may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any exchange or transfer of Certificates. All Certificates surrendered for exchange or transfer shall be cancelled by the Trustee or any Authenticating Agent.. 112

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Washington Mutual MSC Mortgage Pass-THR Cert Ser 2002-Ar1)

Registration of Transfer and Exchange of Certificates. The Trustee on behalf of the Trust shall cause to be maintained at one of its offices or at its designated agent, a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject to such reasonable rules and regulations as the Trustee may prescribe, the Certificate Register shall be amended from time to time by the Trustee or its agent to reflect notice of any changes received by the Trustee or its agent pursuant to Section 10.06. The Trustee hereby appoints itself as the initial Certificate Registrar. Upon surrender for registration of transfer of any Certificate to the Trustee at the Corporate Trust Office of the Trustee, or such other address or agency as may hereafter be provided to the Servicer in writing by the Trustee, the Trustee on behalf of the Trust shall execute, and the Trustee or any Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of Authorized Denominations. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in Authorized Denominations of like Certificate Principal Balance or Percentage Interest, as applicable, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee on behalf of the Trust shall execute, and the Trustee, or any Authenticating Agent, shall authenticate and deliver, the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for transfer shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee or any Authenticating Agent and duly executed by, the Holder thereof or such Xxxxxx’s attorney duly authorized in writing. A reasonable No service charge may shall be made for any such exchange or transfer of Certificates, and but the Trustee may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any exchange or transfer of Certificates. All Certificates surrendered for exchange or transfer shall be cancelled by the Trustee or any Authenticating Agent.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Washington Mutual Asset-Backed Certificates, WMABS Series 2006-He2)

Registration of Transfer and Exchange of Certificates. The Trustee on behalf of the Trust shall cause to be maintained at one of its offices or at its designated agent, a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject to such reasonable rules and regulations as the Trustee may prescribe, the Certificate Register shall be amended from time to time by the Trustee or its agent to reflect notice of any changes received by the Trustee or its agent pursuant to Section 10.06. The Trustee hereby appoints itself as the initial Certificate Registrar. Upon surrender for registration of transfer of any Certificate to the Trustee at the Corporate Trust Office of the TrusteeTrustee or at the office of U.S. Bank National Association, U.S. Bank Trust New York, 000 Xxxx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000, Attention: Corporate Trust Window, or such other address or agency as may hereafter be provided to the Master Servicer in writing by the Trustee, the Trustee on behalf of the Trust shall execute, and the Trustee or any Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of Authorized Denominations. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in Authorized Denominations of like Certificate Principal Balance or Percentage Interest, as applicable, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee on behalf of the Trust shall execute, and the Trustee, or any Authenticating Agent, shall authenticate and deliver, the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for transfer shall (if so required by the Trustee or any Authenticating Agent) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee or any Authenticating Agent and duly executed by, the Holder thereof or such Xxxxxx’s Holder's attorney duly authorized in writing. A reasonable service charge may be made for any such exchange or transfer of Certificates, and the Trustee may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any exchange or transfer of Certificates. All Certificates surrendered for exchange or transfer shall be cancelled by the Trustee or any Authenticating Agent.128

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Washington Mutual MSC Mort Pa THR Cert Series 2003-Ms2)

Registration of Transfer and Exchange of Certificates. The Trustee on behalf of the Trust shall cause to be maintained at one of its offices or at its designated agent, a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject to such reasonable rules and regulations as the Trustee may prescribe, the Certificate Register shall be amended from time to time by the Trustee or its agent to reflect notice of any changes received by the Trustee or its agent pursuant to Section 10.06. The Trustee hereby appoints itself as the initial Certificate Registrar. Upon surrender for registration of transfer of any Certificate to the Trustee at the Corporate Trust Office office of the Trustee's agent at DTC Transfer Agent Services, 00 Xxxxx Xxxxxx, Xxxxxxxx Xxxx Entrance, New York, New York 10041, Attention: Xxxxxx Xxxxx, or at DB Services Tennessee, Inc., 000 Xxxxxxxxx Xxxx Xxxx, Xxxxxxxxx, XX 00000, Attention: Transfer Department, or such other address or agency as may hereafter be provided to the Master Servicer in writing by the Trustee, the Trustee on behalf of the Trust shall execute, and the Trustee or any Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of Authorized Denominations. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in Authorized Denominations of like Certificate Principal Balance or Percentage Interest, as applicable, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee on behalf of the Trust shall execute, and the Trustee, or any Authenticating Agent, shall authenticate and deliver, the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for transfer shall (if so required by the Trustee or any Authenticating Agent) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee or any Authenticating Agent and duly executed by, the Holder thereof or such Xxxxxx’s Holder's attorney duly authorized in writing. Upon notice by the Auction Administrator to the Trustee that the Holder of any Auction Certificate not held in book-entry form has failed to surrender such Certificate for registration of transfer on the Auction Distribution Date (as defined in the Auction Administration Agreement), the Trustee shall, upon request by the Auction Administrator, deem such Certificate cancelled and issue, authenticate and deliver, in the name of the transferee designated by the Auction Administrator, a new Certificate in an Authorized Denomination of like Certificate Principal Balance. A reasonable service charge may be made for any such exchange or transfer of Certificates, and the Trustee may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any exchange or transfer of Certificates. All Certificates surrendered for exchange or transfer shall be cancelled by the Trustee or any Authenticating Agent.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Wamu Mortgage Pass THR Certs Ser 2003-Ar12)

Registration of Transfer and Exchange of Certificates. The Trustee on behalf of the Trust shall cause to be maintained at one of its offices or at its designated agent, a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject to such reasonable rules and regulations as the Trustee may prescribe, the Certificate Register shall be amended from time to time by the Trustee or its agent to reflect notice of any changes received by the Trustee or its agent pursuant to Section 10.06. The Trustee hereby appoints itself as the initial Certificate Registrar. Upon surrender for registration of transfer of any Certificate to the Trustee at the Corporate Trust Office of the Trustee, or such other address or agency as may hereafter be provided to the Servicer in writing by the Trustee, the Trustee on behalf of the Trust shall execute, and the Trustee or any Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of Authorized Denominations. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in Authorized Denominations of like Certificate Principal Balance or Percentage Interest, as applicable, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee on behalf of the Trust shall execute, and the Trustee, or any Authenticating Agent, shall authenticate and deliver, the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for transfer shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee or any Authenticating Agent and duly executed by, the Holder thereof or such XxxxxxHolder’s attorney duly authorized in writing; provided that, notwithstanding anything herein or in any Certificate to the contrary, no Guaranteed Signature shall be requested if the transfer is between the Depositer and any of its Affiliates or between two Affiliates of the Depositor. A reasonable No service charge may shall be made for any such exchange or transfer of Certificates, and but the Trustee may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any exchange or transfer of Certificates. All Certificates surrendered for exchange or transfer shall be cancelled by the Trustee or any Authenticating Agent.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Washington Mutual Asset-Backed Certificates, WMABS Series 2006-He1)

Registration of Transfer and Exchange of Certificates. The Trustee on behalf of the Trust shall cause to be maintained at one of its offices or at its designated agent, a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject to such reasonable rules and regulations as the Trustee may prescribe, the Certificate Register shall be amended from time to time by the Trustee or its agent to reflect notice of any changes received by the Trustee or its agent pursuant to Section 10.06. The Trustee hereby appoints itself as the initial Certificate Registrar. Upon surrender for registration of transfer of any Certificate to the Trustee at the Corporate Trust Office of the Trustee, or such other address or agency as may hereafter be provided to the Master Servicer in writing by the Trustee, the Trustee on behalf of the Trust shall execute, and the Trustee or any Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of Authorized Denominations. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in Authorized Denominations of like Certificate Principal Balance or Percentage Interest, as applicable, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee on behalf of the Trust shall execute, and the Trustee, or any Authenticating Agent, shall authenticate and deliver, the 107 Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for transfer shall (if so required by the Trustee or any Authenticating Agent) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee or any Authenticating Agent and duly executed by, the Holder thereof or such Xxxxxx’s Holder's attorney duly authorized in writing. A reasonable service charge may be made for any such exchange or transfer of Certificates, and the Trustee may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any exchange or transfer of Certificates. All Certificates surrendered for exchange or transfer shall be cancelled by the Trustee or any Authenticating Agent.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (WaMu Mortgage Pass-Through Certificates, Series 2004-Cb2)

Registration of Transfer and Exchange of Certificates. The Trustee on behalf of the Trust shall cause to be maintained at one of its offices or at its designated agent, a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject to such reasonable rules and regulations as the Trustee may prescribe, the Certificate Register shall be amended from time to time by the Trustee or its agent to reflect notice of any changes received by the Trustee or its agent pursuant to Section 10.06. The Trustee hereby appoints itself as the initial Certificate Registrar. Upon surrender for registration of transfer of any Certificate to the Trustee at the Corporate Trust Office of the TrusteeTrustee or at the office of Xxxxx Xxxxxx Xxxx and Trust Company, N.A., 61 Brxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Xxxention: Corporate Trust Window, or such other address or agency as may hereafter be provided to the Master Servicer in writing by the Trustee, the Trustee on behalf of the Trust shall execute, and the Trustee or any Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of Authorized DenominationsDenominations of like Percentage Interest. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in Authorized Denominations of like Certificate Principal Balance or Percentage Interest, as applicable, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee on behalf of the Trust shall execute, and the Trustee, or any Authenticating Agent, shall authenticate and deliver, the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for transfer shall (if so required by the Trustee or any Authenticating Agent) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee or any Authenticating Agent and duly executed by, the Holder thereof or such Xxxxxx’s Holder's attorney duly authorized in writing. A reasonable service charge may be made for any such exchange or transfer of Certificates, and the Trustee may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any exchange or transfer of Certificates. All Certificates surrendered for exchange or transfer shall be cancelled by the Trustee or any Authenticating Agent.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (PNC Mortgage Securities Corp)

Registration of Transfer and Exchange of Certificates. The Certificate Trustee on behalf of the Trust shall cause to be maintained at one of its offices or at its designated agent, a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject to such reasonable rules and regulations as the Certificate Trustee may prescribe, the Certificate Register shall be amended from time to time by the Certificate Trustee or its agent to reflect notice of any changes received by the Certificate Trustee or its agent pursuant to Section 10.0611.06. The Certificate Trustee hereby appoints itself as the initial Certificate Registrar. Upon surrender for registration of transfer of any Certificate of a Series to the Certificate Trustee at the Corporate Trust Office office of the TrusteeThe First National Bank of Chicago, 1 Naxxxxxx Xxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000, Xxtention: Registered Securities, or such other address or agency as may hereafter be provided to the each Master Servicer in writing by the Certificate Trustee, the Certificate Trustee on behalf of the Trust shall execute, and the Certificate Trustee or any Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of such Series of Authorized DenominationsDenominations of like Fractional Undivided Interest. At the option of the Certificateholders, Certificates of a Series may be exchanged for other Certificates of such Series in Authorized Denominations of like Certificate Principal Balance or Percentage Fractional Undivided Interest, as applicable, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Certificate Trustee on behalf of the Trust shall execute, and the Trustee, or any Authenticating Agent, shall authenticate and deliver, the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for transfer shall (if so required by the Certificate Trustee) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Certificate Trustee or any Authenticating Agent and duly executed by, the Holder thereof or such Xxxxxx’s Holder's attorney duly authorized in writing. A reasonable service charge may be made for any such exchange or transfer of Certificates, and the Certificate Trustee may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any exchange or transfer of Certificates. All Certificates surrendered for exchange or transfer shall be cancelled canceled by the Trustee or any Authenticating AgentCertificate Trustee.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (CMC Securities Corp Iii)

Registration of Transfer and Exchange of Certificates. The Trustee on behalf of the Trust shall cause to be maintained at one of its offices or at its designated agentCertificate Registrar, a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject to such reasonable rules and regulations as the Trustee may prescribe, the Certificate Register shall be amended from time to time by the Trustee or its agent to reflect notice of any changes received by the Trustee or its agent pursuant to Section 10.0611.5. The Trustee hereby appoints itself may appoint an Eligible Institution to act as the initial its agent in order to delegate to such Eligible Institution its duties as Certificate RegistrarRegistrar under this Agreement. Upon surrender for registration of transfer of any Certificate to the Trustee at the Corporate Trust Office of the Trustee, or such other address or agency as may hereafter be provided to the Servicer in writing by the Trustee, the Trustee on behalf of the Trust shall execute, and the Trustee or any Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of Authorized DenominationsDenominations of like Percentage Interest. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in Authorized Denominations of like Certificate Principal Balance or Percentage Interest, as applicable, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee on behalf of the Trust shall execute, and the Trustee, or any Authenticating Agent, Trustee shall authenticate and deliver, the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for transfer shall (if so required by the Trustee) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee or any Authenticating Agent and duly executed by, the Holder thereof or such Xxxxxx’s Holder's attorney duly authorized in writing. A reasonable service charge may be made for any such exchange or transfer of Certificates, and the Trustee may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any exchange or transfer of Certificates. All Certificates surrendered for exchange or transfer shall be cancelled canceled by the Trustee or any Authenticating AgentTrustee.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Deutsche Mortgage Securities Inc Mort Loan Trust Ser 2002 1)

Registration of Transfer and Exchange of Certificates. The Certificate Trustee on behalf of the Trust shall cause to be maintained at one of its offices or at its designated agent, a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject to such reasonable rules and regulations as the Certificate Trustee may prescribe, the Certificate Register shall be amended from time to time by the Certificate Trustee or its agent to reflect notice of any changes received by the Certificate Trustee or its agent pursuant to Section 10.0611.06. The Certificate Trustee hereby appoints itself as the initial Certificate Registrar. Upon surrender for registration of transfer of any Certificate of a Series to the Certificate Trustee at the Corporate Trust Office office of the TrusteeThe First National Bank of Chicago, One Xxxxx Xxxxxxxx Xxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000, Xxtention: Registered Securities, or such other address or agency as may hereafter be provided to each Certificateholder and the Master Servicer in writing by the Certificate Trustee, the Certificate Trustee on behalf of the Trust shall execute, and the Certificate Trustee or any Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of such Series of Authorized DenominationsDenominations of like Fractional Undivided Interest. At the option of the Certificateholders, Certificates of a Series may be exchanged for other Certificates of such Series in Authorized Denominations of like Certificate Principal Balance or Percentage Fractional Undivided Interest, as applicable, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee on behalf of the Trust shall execute, and the Trustee, or any Authenticating Agent, shall authenticate and deliver, the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for transfer shall be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee or any Authenticating Agent and duly executed by, the Holder thereof or such Xxxxxx’s attorney duly authorized in writing. A reasonable service charge may be made for any such exchange or transfer of Certificates, and the Certificate Trustee may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any exchange or transfer of Certificates. All Certificates surrendered for exchange or transfer shall be cancelled canceled by the Trustee or any Authenticating AgentCertificate Trustee.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (CMC Securities Corp Iii)

Registration of Transfer and Exchange of Certificates. The Trustee on behalf of the Trust shall cause to be maintained at one of its offices or at its designated agent, a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject to such reasonable rules and regulations as the Trustee may prescribe, the Certificate Register shall be amended from time to time by the Trustee or its agent to reflect notice of any changes received by the Trustee or its agent pursuant to Section 10.06. The Trustee hereby appoints itself as the initial Certificate Registrar. Upon surrender for registration of transfer of any Certificate to the Trustee at the Corporate Trust Office office of the Trustee's agent at DTC Transfer Agent Services, 55 Water Street, Jeanette Park Entraxxx, Xxx Xxxx, Xxx Xxxx 00000, or at DB Services Tennessee, Inc., 648 Grassmere Park Road, Nashville, XX 00000, Xxxxxxxxx: Xxxxxxxx Xxxxxxxxxx, xx such other address or agency as may hereafter be provided to the Master Servicer in writing by the Trustee, the Trustee on behalf of the Trust shall execute, and the Trustee or any Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of Authorized Denominations. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in Authorized Denominations of like Certificate Principal Balance or Percentage Interest, as applicable, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee on behalf of the Trust shall execute, and the Trustee, or any Authenticating Agent, shall authenticate and deliver, the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for transfer shall (if so required by the Trustee or any Authenticating Agent) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee or any Authenticating Agent and duly executed by, the Holder thereof or such Xxxxxx’s Holder's attorney duly authorized in writing. A reasonable service charge may be made for any such exchange or transfer of Certificates, and the Trustee may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any exchange or transfer of Certificates. All Certificates surrendered for exchange or transfer shall be cancelled by the Trustee or any Authenticating Agent.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (WaMu Mortgage Pass-Through Certificates Series 2004-Ar6)

Registration of Transfer and Exchange of Certificates. The Trustee on behalf of the Trust shall cause to be maintained at one of its offices or at its designated agentCertificate Registrar, a Certificate Register in which there shall be recorded the name and address of each Certificateholder. Subject to such reasonable rules and regulations as the Trustee may prescribe, the Certificate Register shall be amended from time to time by the Trustee or its agent to reflect notice of any changes received by the Trustee or its agent pursuant to Section 10.0610.5. The Trustee hereby appoints itself LaSalle Bank National Association as the initial Certificate Registrar. The Trustee may appoint an Eligible Institution to act as its agent in order to delegate to such Eligible Institution its duties as Certificate Registrar under this Agreement. Upon surrender for registration of transfer of any Certificate to the Trustee at the Corporate office of First Trust Office of the TrusteeNew York, or such other address or agency as may hereafter National Association, 100 Wall Street, Suite 1600, New York, NY 10005, Attention: Glenn Anderxxx, xx xxxx xxxxx xxxxxxx xx xxxxxx xx xxx xxxeafter be provided to proxxxxx xx xxx Xertificate Administrator, if any, and the Servicer in writing by the Trustee, the Trustee on behalf of the Trust shall execute, and the Trustee or any Authenticating Agent shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of Authorized DenominationsDenominations of like Percentage Interest. At the option of the Certificateholders, Certificates may be exchanged for other Certificates in Authorized Denominations of like Certificate Principal Balance or Percentage Interest, as applicable, upon surrender of the Certificates to be exchanged at any such office or agency. Whenever any Certificates are so surrendered for exchange, the Trustee on behalf of the Trust shall execute, and the Trustee, or any Authenticating Agent, shall authenticate and deliver, the Certificates which the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for transfer shall (if so required by the Trustee or any Authenticating Agent) be duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee or any Authenticating Agent and duly executed by, the Holder thereof or such Xxxxxx’s Holder's attorney duly authorized in writing. A reasonable service charge may be made for any such exchange or transfer of Certificates, and the Trustee or an Authenticating Agent may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any exchange or transfer of Certificates. All Certificates surrendered for exchange or transfer shall be cancelled canceled by the Trustee or any Authenticating Agent.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (Abn Amro Mortgage Corp Series 2002-4)