Registration of Transfer and Exchange of Certificates. The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 4.08, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The Owner Trustee shall be the initial “Certificate Registrar.” Upon surrender for registration of transfer of any Certificate at the office or agency maintained pursuant to Section 4.08, the Owner Trustee, upon the satisfaction of the conditions set forth in Section 4.09(c), shall execute, authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Certificates of a like Percentage Interest dated the date of authentication by the Owner Trustee or any authenticating agent. At the option of a Certificateholder, Certificates may be exchanged for other Certificates of a like Percentage Interest upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 4.08. Every Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in the form of Transferor Certificate set forth as Exhibit D hereto, duly executed by the Certificateholder or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Certificates, 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 of Certificates. The preceding provisions of this Section 4.04 notwithstanding, the Certificate Registrar shall not register transfers or exchanges of Certificates for a period of fifteen (15) days preceding the Payment Date with respect to the Certificates. Notwithstanding anything contained herein to the contrary, neither the Certificate Registrar nor the Owner Trustee shall be responsible for ascertaining whether any transfer complies with the registration provisions or exemptions from the Securities Act of 1933, as amended, the Securities Act of 1934, as amended, applicable state securities law or the Investment Company Act of 1940, as amended; provided, however, that if an Investment Letter is specifically required to be delivered to the Owner Trustee by a purchaser or transferee of a Certificate, the Owner Trustee shall be under a duty to examine the same to determine whether it conforms to the form of Investment Letter set forth as Exhibit C hereto and shall promptly notify the party delivering the same if such Investment Letter does not so conform.
Appears in 16 contracts
Samples: Trust Agreement (Accredited Mortgage Loan Trust 2004-3), Trust Agreement (NovaStar Certificates Financing CORP), Trust Agreement (Accredited Mortgage Loan Trust 2005-4)
Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 4.083.8, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar Owner Trustee shall provide for the registration of Certificates (whether in certificated or uncertificated form) and of transfers and exchanges of Certificates (whether in certificated or uncertificated form) as herein provided. The Owner Trustee shall be the initial “Certificate Registrar.”
(b) The Certificate Registrar shall provide the Indenture Trustee and the Administrator with a list of the names and addresses of the Certificateholders on the Closing Date in the form which such information is provided to the Certificate Registrar by the Depositor. Upon any transfers of Certificates, the Certificate Registrar shall notify the Indenture Trustee and the Administrator of the name and address of the transferee in writing, by facsimile, on the day of such transfer.
(c) If a Certificate is in certificated form, upon surrender for registration of transfer of any Certificate to the Certificate Registrar at the office or agency maintained pursuant to Section 4.083.8, the Owner Trustee, upon the satisfaction of the conditions set forth in Section 4.09(c), Trustee shall execute, authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Certificates of a like the same Series in the aggregate Percentage Interest to be transferred, dated the date of authentication by the Owner Trustee or any authenticating agent. At If a Certificate is in uncertificated form, upon representation of such Certificate in accordance with Section 3.2, the Certificate Registrar shall reflect in the Certificate Register the transfer of the relevant Percentage Interest. If a Certificate is in certificated form, at the option of a Certificateholderthe Holder thereof, Certificates such Certificate may be exchanged for one or more other Certificates of the same Series in authorized denominations of a like Percentage Interest upon surrender of the Certificates of the same Series, to be exchanged at the office or agency maintained pursuant to Section 4.083.8. Certificates may be issued in any Percentage Interest not to exceed 100%.
(d) Every Certificate presented or or, in the case of certificated Certificates, surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the form of Transferor Owner Trustee and the Certificate set forth as Exhibit D hereto, Registrar duly executed by the Certificateholder or his attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Certificate Registrar, which requirements include membership or participation in the Securities Transfer Agent’s Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Certificate Registrar in addition to, or in substitution for, STAMP, all in accordance with the Exchange Act. Each certificated Certificate surrendered for registration of transfer or exchange shall be canceled and subsequently disposed of by the Owner Trustee in accordance with its customary practice.
(e) No service charge shall be made for any registration of transfer or exchange of Certificates, 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 of Certificates. The preceding provisions of this Section 4.04 notwithstanding, the Certificate Registrar shall not register transfers or exchanges of Certificates for a period of fifteen (15) days preceding the Payment Date with respect to the Certificates. Notwithstanding anything contained herein to the contrary, neither the Certificate Registrar nor the Owner Trustee shall be responsible for ascertaining whether any transfer complies with the registration provisions or exemptions from the Securities Act of 1933, as amended, the Securities Act of 1934, as amended, applicable state securities law or the Investment Company Act of 1940, as amended; provided, however, that if an Investment Letter is specifically required to be delivered to the Owner Trustee by a purchaser or transferee of a Certificate, the Owner Trustee shall be under a duty to examine the same to determine whether it conforms to the form of Investment Letter set forth as Exhibit C hereto and shall promptly notify the party delivering the same if such Investment Letter does not so conform.
Appears in 9 contracts
Samples: Trust Agreement (HSBC Auto Receivables Corp), Trust Agreement (Household Automotive Trust 2004-1), Trust Agreement (HSBC Auto Receivables Corp)
Registration of Transfer and Exchange of Certificates. The Certificate Registrar Owner Trustee shall keep or cause to be kept, kept at the office or agency to be maintained pursuant to Section 4.083.8 by a certificate registrar (the "Certificate Registrar"), a register (the "Certificate Register Register") in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The Owner Trustee Chase shall be the initial “Certificate Registrar.” . In the event that, subsequent to the date of issuance of the Certificates, Chase notifies the Owner Trustee that it is unable to act as the Certificate Registrar, the Owner Trustee shall act, or the Owner Trustee shall, with the consent of the Depositor, appoint another bank or trust company, having an office or agency located in The City of New York and which agrees to act in accordance with the provisions of this Agreement applicable to it, to act, as successor Certificate Registrar under this Agreement. The Owner Trustee may revoke such appointment and remove Chase as the Certificate Registrar if the Owner Trustee determines in its sole discretion that Chase failed to perform its obligations under this Agreement in any material respect. Chase shall be permitted to resign as the Certificate Registrar upon 30 days' written notice to the Owner Trustee, the Depositor and the Issuer; provided, however, that such resignation shall not be effective and Chase shall continue to perform its duties as the Certificate Registrar until the Owner Trustee has appointed a successor Certificate Registrar with the consent of the Depositor. An institution succeeding to the corporate agency business of the Certificate Registrar shall continue to be the Certificate Registrar without the execution or filing of any paper or any further act on the part of the Owner Trustee or such Certificate Registrar. Upon surrender for registration of transfer of any Certificate at the office or agency maintained pursuant to Section 4.083.8, the Owner Trustee, upon the satisfaction of the conditions set forth in Section 4.09(c), Trustee shall execute, authenticate and (if the Certificate Registrar is different than the Owner Trustee, then the Certificate Registrar shall) deliver (or shall cause Chase as 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 a like Percentage Interest class and aggregate face amount dated the date of authentication by the Owner Trustee or any authenticating agent. At the option of a CertificateholderHolder, Certificates may be exchanged for other Certificates of the same class in authorized denominations of a like Percentage Interest aggregate amount upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 4.083.8. Whenever any Certificate is surrendered for exchange, the Owner Trustee shall execute, authenticate and (if the Certificate Registrar is different than the Owner Trustee, then the Certificate Registrar shall) 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 accompanied by a written instrument of transfer in form satisfactory to the form of Transferor Owner Trustee and the Certificate set forth as Exhibit D hereto, Registrar duly executed by the Certificateholder Holder, which signature on such assignment must be guaranteed by a member of the New York Stock Exchange or his attorney duly authorized a commercial bank or trust company. Each Certificate surrendered for registration of transfer or exchange shall be canceled and subsequently disposed of by the Owner Trustee or Certificate Registrar in writingaccordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of Certificates, 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 of Certificates. The preceding provisions of this Section 4.04 notwithstanding, the Certificate Registrar shall not register transfers or exchanges of Certificates for a period of fifteen (15) days preceding the Payment Date with respect to the Certificates. Notwithstanding anything contained herein to the contrary, neither the Certificate Registrar nor the Owner Trustee shall be responsible for ascertaining whether any transfer complies with the registration provisions or exemptions from the Securities Act of 1933, as amended, the Securities Act of 1934, as amended, applicable state securities law or the Investment Company Act of 1940, as amended; provided, however, that if an Investment Letter is specifically required to be delivered to the Owner Trustee by a purchaser or transferee of a Certificate, the Owner Trustee shall be under a duty to examine the same to determine whether it conforms to the form of Investment Letter set forth as Exhibit C hereto and shall promptly notify the party delivering the same if such Investment Letter does not so conform.
Appears in 8 contracts
Samples: Trust Agreement (Chase Manhattan Bank Usa National Association), Trust Agreement (Chase Manhattan Auto Owner Trust 1998-B), Trust Agreement (Chase Manhattan Auto Owner Trust 2001-B)
Registration of Transfer and Exchange of Certificates. The (a) A registrar (the “Certificate Registrar Registrar”) shall keep or cause to be kept, at the office or agency maintained pursuant to Section 4.083.12, a register (the “Certificate Register Register”) in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The Owner Trustee U.S. Bank shall be the initial “Certificate Registrar. Upon any resignation of any Certificate Registrar, the Owner Trustee shall, upon receipt of written instructions from the Depositor, promptly appoint a successor thereto.” Upon
(b) Subject to Sections 3.05 and 3.09, upon surrender for registration of transfer of any Certificate at the office or agency maintained pursuant to Section 4.083.12, the Owner Trustee, upon the satisfaction of the conditions set forth in Section 4.09(c), Trustee shall execute, authenticate and deliver (or shall cause its authenticating agent to authenticate be authenticated and deliverdelivered), in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate Percentage Interest dated the date of authentication by the Owner Trustee or any authenticating agent. At the option of a Certificateholder, Certificates may be exchanged for other Certificates of authorized denominations of a like aggregate Percentage Interest upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 4.08. 3.12.
(c) Every Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the form of Transferor Certificate set forth as Exhibit D hereto, Registrar duly executed by the related Certificateholder or his such Certificateholder’s attorney duly authorized in writing. Each Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by the Certificate Registrar in accordance with its customary practice.
(d) No service charge shall be made for any registration of transfer or exchange of Certificates, 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 of Certificates. .
(e) The preceding provisions of this Section 4.04 notwithstanding, the Owner Trustee shall not make, and the Certificate Registrar shall not register transfers or exchanges of of, Certificates for a period of fifteen (15) 15 days preceding the Payment Date due date for any payment with respect to the Certificates. Notwithstanding anything contained herein .
(f) Each purchaser (including any transferee) of a Certificate must satisfy the transfer restrictions set forth in Section 3.05 and this Section and in the applicable transfer certificate attached to the contrary, neither the related Certificate Registrar nor the Owner Trustee Purchase Agreement. Each purchaser (including any transferee) of a Certificate shall be responsible for ascertaining whether any transfer complies with deemed by its acceptance of an ownership interest in a Certificate to have made the registration representations and warranties set forth under “Notice to Investors” in the Offering Memorandum.
(g) The provisions or exemptions from the Securities Act of 1933, as amended, the Securities Act of 1934, as amended, applicable state securities law or the Investment Company Act of 1940, as amended; provided, however, that if an Investment Letter is specifically required to be delivered this Section are exclusive and shall preclude (to the Owner Trustee by a purchaser or transferee of a Certificate, the Owner Trustee shall be under a duty to examine the same to determine whether it conforms extent lawful) all other rights and remedies with respect to the form transfer of Investment Letter set forth as Exhibit C hereto and shall promptly notify the party delivering the same if such Investment Letter does not so conformCertificates.
Appears in 7 contracts
Samples: Trust Agreement, Trust Agreement (California Republic Auto Receivables Trust 2018-1), Trust Agreement (California Republic Auto Receivables Trust 2018-1)
Registration of Transfer and Exchange of Certificates. During the Amortization Period, any Certificateholder will be permitted to sell, transfer, assign or convey its Certificate if the following conditions are satisfied:
(a) The Certificate Issuer appoints the Owner Trustee to be the “Trust Registrar” and to keep a register (the “Trust Register”) of the Certificateholders and transfers of the Certificates. If the Trust Registrar resigns, the Administrator, on behalf of the Issuer, will promptly appoint a successor or, if it elects not to make the appointment, assume the obligations of Trust Registrar. The Trust Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 4.083.5, a Certificate Trust Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Trust Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The Owner Trustee shall be the initial “Certificate Registrar.”
(b) Upon surrender for registration of transfer of any Certificate in compliance with Section 3.3(f) at the office or agency maintained pursuant to Section 4.083.5, the Owner Trustee, upon the satisfaction of the conditions set forth in Section 4.09(c), Trustee shall execute, authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Certificates of a like Percentage Interest dated the date of authentication by the Owner Trustee or any authenticating agent. At the option of a Certificateholder, Certificates such Certificateholder’s Certificate may be exchanged for other Certificates of a like Percentage Interest upon surrender of the Certificates such Certificate to be exchanged at the office or agency maintained pursuant to Section 4.083.5. The preceding provisions of this Section 3.3 notwithstanding, (i) the Owner Trustee shall not make, and the Trust Registrar shall not register, transfers or exchanges of Certificates for a period of fifteen (15) days preceding the due date for any payment with respect to the Certificates and (ii) the Owner Trustee shall permit the registration, transfer and exchange of (x) the Class A Certificate only in a minimum denomination of a Percentage Interest of 100.00% and (y) the Class B Certificate only to the Depositor and to the holder of the Class A Certificate. Any Class B Certificate transferred to the holder of the Class A Certificate shall be treated as merging into and becoming part of the Class A Certificate. Each Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer and accompanied by IRS Form X-0 XXX, X-0 ECI or W-9, as applicable, and such other documentation as may be required by the Owner Trustee in order to comply with Applicable Anti-Money Laundering Law, each in a form satisfactory to the Owner Trustee and the Trust Registrar, duly executed by the Certificateholder or its attorney duly authorized in writing. Each Certificate presented or surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by the Trust Registrar in accordance with its customary practice. No transfer will be effectuated hereunder unless the Owner Trustee has received the transfer documentation required hereunder.
(c) Every Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the form of Transferor Certificate set forth as Exhibit D hereto, Owner Trustee and the Trust Registrar duly executed by the Certificateholder or his its attorney duly authorized in writing. 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.
(d) 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 C to the effect that:
(i) such transferee is not acquiring and will not hold the Certificate on behalf of any beneficial owner (as determined for U.S. tax purposes), including itself, that is 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 D; and
(3) an opinion of counsel addressed 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 a Non-U.S. Person or 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 3.3(d) or for making any payments due on such Certificate to the Certificateholder thereof or taking any other action with respect to such Certificateholder under the provisions of this Trust Agreement or the Transfer and Servicing Agreement so long as the transfer was registered by the Trust Registrar or the Owner Trustee in accordance with the foregoing requirements.
(e) No service charge shall be made for any registration of transfer or exchange of Certificates, but the Owner Trustee (or the Certificate Paying Agent) or the Trust 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 of Certificates. The preceding .
(f) No transfer of a Certificate or any interest therein shall be made unless (i) the holder of such Certificate shall have first surrendered such Certificate to the Trust Registrar for registration of transfer, or (ii) in the case of any such Certificate which shall have been mutilated, destroyed, lost or stolen, the holder of such Certificate shall have first complied with the applicable provisions of this Section 4.04 notwithstanding, the Certificate Registrar shall not register transfers or exchanges of Certificates for a period of fifteen (15) days preceding the Payment Date with respect to the Certificates. Notwithstanding anything contained herein to the contrary, neither the Certificate Registrar nor the Owner Trustee shall be responsible for ascertaining whether any transfer complies with the registration provisions or exemptions from the Securities Act of 1933, as amended, the Securities Act of 1934, as amended, applicable state securities law or the Investment Company Act of 1940, as amended; provided, however, that if an Investment Letter is specifically required to be delivered to the Owner Trustee by a purchaser or transferee of a Certificate, the Owner Trustee shall be under a duty to examine the same to determine whether it conforms to the form of Investment Letter set forth as Exhibit C hereto and shall promptly notify the party delivering the same if such Investment Letter does not so conform3.4.
Appears in 7 contracts
Samples: Trust Agreement (Verizon Owner Trust 2019-C), Trust Agreement (Verizon Owner Trust 2019-B), Trust Agreement (Verizon Owner Trust 2019-B)
Registration of Transfer and Exchange of Certificates. The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 4.083.10, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar shall (i) provide for the registration of the Certificates and of transfers and exchanges of the Certificates as herein providedprovided and (ii) record the Percentage Interest evidenced by each Certificate. The Owner Trustee Wilmington Trust Company shall be the initial “Certificate Registrar.” . If requested, the Certificate Registrar shall provide the Indenture Trustee with the name and address of the Certificateholders on the Closing Date. Upon any transfers of the Certificates, the Certificate Registrar shall notify the Indenture Trustee of the name and address of the transferee in writing, by facsimile, on the day of such transfer. Upon surrender for registration of transfer of any a Certificate at the office or agency maintained pursuant to Section 4.083.10, the Certificate Registrar or the Owner Trustee, upon the satisfaction of the conditions set forth in Section 4.09(c), Trustee shall execute, authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver), in the name of the designated transferee or transfereestransferee, one or more a new Certificates of a like Percentage Interest Certificate dated the date of authentication by the Certificate Registrar, the Owner Trustee or any authenticating agent. At the option of a Certificateholder, Certificates may be exchanged for other Certificates of a like Percentage Interest upon surrender All such transfers of the Certificates will only be made to be exchanged at an Affiliate of the office Depositor or agency maintained pursuant to Section 4.08a Qualified Institutional Buyer. Every A Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar and accompanied by IRS Form W-9 (or successor form) or IRS Form W-8 BEN-E (or other applicable IRS Form W‑8, not including IRS Form W-8ECI, or IRS Form W-8IMY with any IRS Forms W-8ECI attached), and such other documentation as may be reasonably required by the Owner Trustee in order to comply with Applicable Anti-Money Laundering Law, each in form of Transferor satisfactory to the Owner Trustee and the Certificate set forth as Exhibit D heretoRegistrar, duly executed by the applicable Certificateholder or his attorney duly authorized in writing, and, at the Certificate Registrar’s request, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Certificate Registrar, which requirements include membership or participation in the Securities Transfer Agent’s Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Certificate Registrar in addition to, or in substitution for, STAMP, all in accordance with the Exchange Act. Each Certificate surrendered for registration of transfer or exchange shall be canceled and subsequently disposed of by the Certificate Registrar in accordance with its customary practice. No transfer will be effectuated hereunder unless the Owner Trustee has received the transfer documentation required hereunder. No service charge shall be made for any registration of transfer or exchange of the Certificates, 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 of the Certificates. The preceding provisions transferee of this Section 4.04 notwithstandinga Certificate acknowledges that it is deemed to represent that, as a result of its own activities separate from those of the Issuer, it would not be required to treat income from the Certificate Registrar as effectively connected to a United States trade or business of a person that is not U.S. person (within the meaning of Section 7701(a)(30) of the Code), and it further acknowledges that this Agreement provides that no holder of a Certificate shall not register transfers or exchanges of Certificates for a period of fifteen (15) days preceding the Payment Date with respect to the Certificates. Notwithstanding anything contained herein to the contrary, neither the Certificate Registrar nor provide the Owner Trustee shall or Certificate Registrar with either an IRS Form W-8ECI (or successor form) or an IRS Form W-8IMY (or successor form) to which an IRS Form W-8ECI (or successor form) is attached (either directly or as part of another form attached to such IRS Form W-8IMY). No portion of a Certificate or any interest therein may be responsible transferred, directly or indirectly, to any Person which would provide an IRS Form W‑8ECI or IRS Form W‑8IMY with an attached IRS Form W‑8ECI in response to the withholding requirements of the Code. Each holder of a Certificate (or a beneficial interest therein), by acceptance of such Certificate or such interest in such Certificate (A) either (I) is not and will not become for ascertaining whether U.S. federal income tax purposes a Flow-Through Entity or (II) if it is or becomes a Flow-Through Entity, then (1) none of the direct or indirect beneficial owners of any transfer complies with of the registration provisions interests in such Flow-Through Entity has or exemptions from ever will have more than 50% of the Securities Act value of 1933, as amended, its interest in such Flow-Through Entity attributable to the Securities Act interest of 1934, as amended, applicable state securities law or such Flow-Through Entity in the Investment Company Act Class E Notes and the Certificates and (2) it is not and will not be a principal purpose of 1940, as amended; provided, however, that if an Investment Letter is specifically required the arrangement involving the investment of such Flow-Through Entity in any Certificate to permit any partnership to satisfy the 100 partner limitation of section 1.7704-1(h)(1)(ii) of the Treasury Regulations necessary for such partnership not to be delivered classified as a publicly traded partnership under the Code, (B) it will not sell, assign, transfer, pledge or otherwise convey any participating interest in any Certificate or any financial instrument or contract the value of which is determined by reference in whole or in part to any Note, (C) it is not acquiring and will not sell, transfer, assign, participate, pledge or otherwise dispose of any Certificate (or interest therein) or cause any Certificate (or interest therein) to be marketed on or through an “established securities market” within the Owner Trustee by meaning of Section 7704(b) of the Code, including, without limitation, an interdealer quotation system that regularly disseminates firm buy or sell quotations and (D) it does not and will not beneficially own a purchaser Certificate (or transferee any beneficial interest therein) in an amount that is less than the minimum denomination for such Certificate. No holder of a CertificateCertificate shall acquire, the Owner Trustee shall be under a duty to examine the same to determine whether it conforms to the form sell, transfer, assign, participate, pledge, or dispose of Investment Letter set forth as Exhibit C hereto and shall promptly notify the party delivering the same any Certificate (or interest therein) if such Investment Letter does not so conformacquisition, sale, transfer, assignment, participation, pledge or disposition is through, or would cause any Certificate (or interest therein) to be marketed on or through, an “established securities market” within the meaning of Section 7704(b)(1) of the Code, including, without limitation, an over-the-counter market or an interdealer quotation system that regularly disseminates firm buy or sell quotations.
Appears in 6 contracts
Samples: Trust Agreement (Exeter Automobile Receivables Trust 2021-3), Trust Agreement (Exeter Automobile Receivables Trust 2021-3), Trust Agreement (Exeter Automobile Receivables Trust 2021-2)
Registration of Transfer and Exchange of Certificates. During the Amortization Period, any Certificateholder will be permitted to sell, transfer, assign or convey its Certificate if the following conditions are satisfied:
(a) The Certificate Issuer appoints the Owner Trustee to be the “Trust Registrar” and to keep a register (the “Trust Register”) of the Certificateholders and transfers of the Certificates. If the Trust Registrar resigns, the Administrator, on behalf of the Issuer, will promptly appoint a successor or, if it elects not to make the appointment, assume the obligations of Trust Registrar. The Trust Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 4.083.5, a Certificate Trust Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Trust Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The Owner Trustee shall be the initial “Certificate Registrar.”
(b) Upon surrender for registration of transfer of any Certificate in compliance with Section 3.3(f) at the office or agency maintained pursuant to Section 4.083.5, the Owner Trustee, upon the satisfaction of the conditions set forth in Section 4.09(c), Trustee shall execute, authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Certificates of a like Percentage Interest dated the date of authentication by the Owner Trustee or any authenticating agent. At the option of a Certificateholder, Certificates such Certificateholder’s Certificate may be exchanged for other Certificates of a like Percentage Interest upon surrender of the Certificates such Certificate to be exchanged at the office or agency maintained pursuant to Section 4.083.5. The preceding provisions of this Section 3.3 notwithstanding, (i) the Owner Trustee shall not make, and the Trust Registrar shall not register, transfers or exchanges of Certificates for a period of fifteen (15) days preceding the due date for any payment with respect to the Certificates and (ii) the Owner Trustee shall permit the registration, transfer and exchange of (x) the Class A Certificate only in a minimum denomination of a Percentage Interest of 100.00% and (y) the Class B Certificate only to the Depositor and to the holder of the Class A Certificate. Any Class B Certificate transferred to the holder of the Class A Certificate shall be treated as merging into and becoming part of the Class A Certificate. Each Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer and accompanied by an IRS Form X-0 XXX, X-0XXX-X, X-0 ECI or W-9, as applicable, and such other documentation as may be required by the Owner Trustee in order to comply with Applicable Anti-Money Laundering Law, each in a form satisfactory to the Owner Trustee and the Trust Registrar, duly executed by the Certificateholder or its attorney duly authorized in writing. Each Certificate presented or surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by the Trust Registrar in accordance with its customary practice. No transfer will be effectuated hereunder unless the Owner Trustee has received the transfer documentation required hereunder.
(c) Every Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the form of Transferor Certificate set forth as Exhibit D hereto, Owner Trustee and the Trust Registrar duly executed by the Certificateholder or his its attorney duly authorized in writing. 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.
(d) 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 C to the effect that:
(i) such transferee is not acquiring and will not hold the Certificate on behalf of any beneficial owner (as determined for U.S. tax purposes), including itself, that is not a “U.S. person” as that term is defined in Section 7701(a)(30) of the Code (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 D; and
(3) an opinion of counsel addressed 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 a Non-U.S. Person or 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 3.3(d) or for making any payments due on such Certificate to the Certificateholder thereof or taking any other action with respect to such Certificateholder under the provisions of this Trust Agreement or the Transfer and Servicing Agreement so long as the transfer was registered by the Trust Registrar or the Owner Trustee in accordance with the foregoing requirements.
(e) No service charge shall be made for any registration of transfer or exchange of Certificates, but the Owner Trustee (or the Certificate Paying Agent) or the Trust 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 of Certificates. The preceding .
(f) No transfer of a Certificate or any interest therein shall be made unless (i) the holder of such Certificate shall have first surrendered such Certificate to the Trust Registrar for registration of transfer, or (ii) in the case of any such Certificate which shall have been mutilated, destroyed, lost or stolen, the holder of such Certificate shall have first complied with the applicable provisions of this Section 4.04 notwithstanding, the Certificate Registrar shall not register transfers or exchanges of Certificates for a period of fifteen (15) days preceding the Payment Date with respect to the Certificates. Notwithstanding anything contained herein to the contrary, neither the Certificate Registrar nor the Owner Trustee shall be responsible for ascertaining whether any transfer complies with the registration provisions or exemptions from the Securities Act of 1933, as amended, the Securities Act of 1934, as amended, applicable state securities law or the Investment Company Act of 1940, as amended; provided, however, that if an Investment Letter is specifically required to be delivered to the Owner Trustee by a purchaser or transferee of a Certificate, the Owner Trustee shall be under a duty to examine the same to determine whether it conforms to the form of Investment Letter set forth as Exhibit C hereto and shall promptly notify the party delivering the same if such Investment Letter does not so conform3.4.
Appears in 5 contracts
Samples: Trust Agreement (Verizon Owner Trust 2020-B), Trust Agreement (Verizon Owner Trust 2020-B), Trust Agreement (Verizon Owner Trust 2020-A)
Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar Trustee shall keep or cause to be kept, kept at one of the office offices or agency maintained pursuant agencies to be appointed by the Trustee in accordance with the provisions of Section 4.08, 8.02 a Certificate Register for the Certificates and the Uncertificated Interest in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar Trustee shall provide for the registration of Certificates and the Uncertificated Interest and of transfers and exchanges of Certificates and the Uncertificated Interest as herein provided. All Certificates shall be surrendered at the designated office of the Certificate Registrar. As of the Closing Date, the Certificate Registrar designates the offices located at DB Services Tennessee, 000 Xxxxxxxxx Xxxx Xxxx, Xxxxxxxxx, Xxxxxxxxx 00000-0000, Attention: Transfer Unit, for such purposes. The Trustee will initially serve as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Owner Trustee shall be the initial “Certificate Registrar.” Upon surrender for registration of transfer of any Certificate at the office or agency maintained pursuant to Section 4.08Registrar may appoint, the Owner Trustee, upon the satisfaction of the conditions set forth in Section 4.09(c), shall execute, authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Certificates of a like Percentage Interest dated the date of authentication by the Owner Trustee or any authenticating agent. At the option of a Certificateholder, Certificates may be exchanged for other Certificates of a like Percentage Interest upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 4.08. Every Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in delivered to the form of Transferor Trustee, the Seller, the Servicer and the Depositor, any other bank or trust company to act as Certificate set forth Registrar under such conditions as Exhibit D hereto, duly executed by the Certificateholder or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Certificates, but the Owner Trustee or the predecessor Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge prescribe, provided that may be imposed in connection with any transfer or exchange of Certificates. The preceding provisions of this Section 4.04 notwithstanding, the predecessor Certificate Registrar shall not register transfers be relieved of any of its duties or exchanges responsibilities hereunder by reason of Certificates for such appointment. If the Trustee shall at any time not be the Certificate Registrar, the Trustee shall have and maintain the right to inspect the Certificate Register or to obtain a period copy thereof at all reasonable times, and to rely conclusively upon a certificate of fifteen (15) days preceding the Payment Date with respect to the Certificates. Notwithstanding anything contained herein to the contrary, neither the Certificate Registrar nor as to the Owner Trustee information set forth in the Certificate Register. The Certificate Register in respect of the Uncertificated Interest shall contain a statement that transfers of the Uncertificated Interest to a Disqualified Organization are prohibited as provided in this Agreement.
(b) No transfer of any Non-Offered Certificate shall be responsible for ascertaining whether any made unless that transfer complies with the is made pursuant to an effective registration provisions or exemptions from statement under the Securities Act of 1933, as amendedamended (the “1933 Act”), the Securities Act of 1934, as amended, and an effective registration or qualification under applicable state securities law laws, or is made in a transaction that does not require such registration or qualification. In the Investment Company Act event that such a transfer of 1940, as amended; provided, however, that if an Investment Letter a Non-Offered Certificate is specifically required to be delivered made without registration or qualification (other than in connection with the initial transfer of any such Certificate by the Depositor to the Owner Trustee Seller or by the Seller to an affiliate of the Seller or to a purchaser or transferee trust, the depositor of which is an affiliate of the Seller), (1) in the case of a transfer of any Non-Offered Certificate, the Owner Trustee and the Certificate Registrar shall each require receipt of: either (i) written certifications from the Certificateholder desiring to effect the transfer and from such Certificateholder’s prospective transferee, substantially in the forms attached hereto as Exhibit F-1 or (ii) an Opinion of Counsel satisfactory to it that such transfer may be made without such registration or qualification (which Opinion of Counsel shall not be an expense of the Depositor, the Seller, the Trustee, the Servicer, the Certificate Registrar or the Trust Fund) and (2) in the case of a transfer of a Class C Certificate, the proposed transferee of the Class C Certificate shall provide to the Trustee the appropriate tax certification form (i.e., IRS Form W-9 or IRS Form X-0XXX, X-0XXX, X-0XXX or W-8ECI, as applicable (or any successor form thereto)) and shall agree to update such forms (i) upon expiration of any such form, (ii) as required under then applicable Treasury regulations and (iii) promptly upon learning that such form has become obsolete or incorrect, as a condition to such transfer. Under this Agreement, upon receipt of any such tax certification form from a transferee of any Class C Certificate, the Trustee (including in its capacity as Supplemental Interest Trust Trustee) shall forward such tax certification form provided to it to the Swap Provider. Each holder of a Class C Certificate and each transferee thereof shall be deemed to have consented to the Trustee forwarding to the Swap Provider any such tax certification form it has provided and updated in accordance with these transfer restrictions. Any purported sales or transfers of any Class C Certificate to a transferee which do not comply with the requirements of clause (2) of the third preceding sentence of this paragraph where non-compliance directly results in a reduction in amounts paid by the Swap Provider under the Swap Agreement shall be deemed null and void under this Agreement. The Trustee shall have no duty to take action to correct any misstatement or omission in any tax certification provided to it and forwarded to the Swap Provider. None of the Depositor, the Seller, the Certificate Registrar or the Trustee is obligated to register or qualify the Non-Offered Certificates under the 1933 Act or any other securities laws or to take any action not otherwise required under this Agreement to permit the transfer of such Certificates without registration or qualification. Any Certificateholder desiring to effect the transfer of a Non-Offered Certificate shall, and does hereby agree to, indemnify the Trustee, the Seller, the Depositor, the Certificate Registrar and the 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.
(i) No transfer of an ERISA-Restricted Certificate shall be made unless the Trustee has received in the form attached hereto as Exhibit F-2 or Exhibit G, as applicable, either (x) a certification 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 a Plan or a person using the assets of any such Plan, which representation letter shall not be an expense of the Trustee or the Trust Fund, (y) 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 (z) in the case of any such Certificate presented for registration in the name of a Plan or a person acting on behalf of any such Plan, or using such Plan’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 Seller, the Trustee or the 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, or 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 a person using a Plan’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. Neither an Opinion of Counsel nor any certification will be required in connection with the initial transfer of any such Certificate by the Depositor to an affiliate of the Depositor (in which case, the Depositor or any Affiliate thereof shall be deemed to have represented that such affiliate is not a Plan or a Person investing Plan Assets) and the Trustee shall be under entitled to conclusively rely upon a duty to examine representation (which, upon the same to determine whether it conforms request of the Trustee, shall be a written representation) from the Depositor of the status of such transferee as an affiliate of the Depositor. If any Certificate or any interest therein is acquired or held in violation of the provisions of this Section 5.02(c)(i), the next preceding permitted beneficial owner will be treated as the beneficial owner of that Certificate retroactive to the date of transfer to the purported beneficial owner. Any purported beneficial owner whose acquisition or holding of any such Certificate or interest therein was effected in violation of the provisions of the preceding paragraph shall indemnify and hold harmless the Depositor, the Servicer, the Seller, the Trustee, the Certificate Registrar, the Underwriter and the Trust Fund from and against any and all liabilities, claims, costs or expenses incurred by those parties as a result of that acquisition or holding.
(ii) No transfer of an ERISA-Restricted Trust Certificate prior to the termination of the Swap Agreement (or in the case of the Class AF-1A Certificates, the Swap Agreement and the Class AF-1A Cap Agreement) shall be made unless the Trustee has received a representation letter from the transferee of such Certificate, substantially in the form of Investment Letter set forth as in Exhibit C hereto G, to the effect that either (i) such transferee is neither a Plan nor a Person acting on behalf of any such Plan or using the assets of any such Plan to effect such transfer or (ii) the acquisition and shall promptly notify holding of the party delivering ERISA-Restricted Trust Certificate are eligible for exemptive relief under Prohibited Transaction Class Exemption (“PTCE”) 00-00, XXXX 00-0, XXXX 91-38, XXXX 00-00, XXXX 96-23 or the same if such Investment Letter does not so conform.non-fiduciary service provider exemption under Section 408(b)(17)
Appears in 5 contracts
Samples: Pooling and Servicing Agreement (Jpmac 2007-Ch1), Pooling and Servicing Agreement (Jpmac 2007-Ch2), Pooling and Servicing Agreement (Jpmac 2007-Ch2)
Registration of Transfer and Exchange of Certificates. The Certificate Registrar Owner Trustee shall keep or cause to be kept, kept at the office or agency to be maintained pursuant to Section 4.083.8 by a certificate registrar (the "Certificate Registrar"), a register (the "Certificate Register Register") in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The Owner Trustee JPMorgan Chase Bank shall be the initial “Certificate Registrar.” . In the event that, subsequent to the date of issuance of the Certificates, JPMorgan Chase Bank notifies the Owner Trustee that it is unable to act as the Certificate Registrar, the Owner Trustee shall act, or the Owner Trustee shall, with the consent of the Depositor, appoint another bank or trust company, having an office or agency located in The City of New York and which agrees to act in accordance with the provisions of this Agreement applicable to it, to act, as successor Certificate Registrar under this Agreement. The Owner Trustee may revoke such appointment and remove JPMorgan Chase Bank as the Certificate Registrar if the Owner Trustee determines in its sole discretion that JPMorgan Chase Bank failed to perform its obligations under this Agreement in any material respect. JPMorgan Chase Bank shall be permitted to resign as the Certificate Registrar upon 30 days' written notice to the Owner Trustee, the Depositor and the Issuer; provided, however, that such resignation shall not be effective and JPMorgan Chase Bank shall continue to perform its duties as the Certificate Registrar until the Owner Trustee has appointed a successor Certificate Registrar with the consent of the Depositor. An institution succeeding to the corporate agency business of the Certificate Registrar shall continue to be the Certificate Registrar without the execution or filing of any paper or any further act on the part of the Owner Trustee or such Certificate Registrar. Upon surrender for registration of transfer of any Certificate at the office or agency maintained pursuant to Section 4.083.8, the Owner Trustee, upon the satisfaction of the conditions set forth in Section 4.09(c), Trustee shall execute, authenticate and (if the Certificate Registrar is different than the Owner Trustee, then the Certificate Registrar shall) deliver (or shall cause JPMorgan Chase Bank as 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 a like Percentage Interest class and aggregate face amount dated the date of authentication by the Owner Trustee or any authenticating agent. At the option of a CertificateholderHolder, Certificates may be exchanged for other Certificates of the same class in authorized denominations of a like Percentage Interest aggregate amount upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 4.083.8. Whenever any Certificate is surrendered for exchange, the Owner Trustee shall execute, authenticate and (if the Certificate Registrar is different than the Owner Trustee, then the Certificate Registrar shall) 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 accompanied by a written instrument of transfer in form satisfactory to the form of Transferor Owner Trustee and the Certificate set forth as Exhibit D hereto, Registrar duly executed by the Certificateholder Holder, which signature on such assignment must be guaranteed by a member of the New York Stock Exchange or his attorney duly authorized a commercial bank or trust company. Each Certificate surrendered for registration of transfer or exchange shall be canceled and subsequently disposed of by the Owner Trustee or Certificate Registrar in writingaccordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of Certificates, 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 of Certificates. The preceding provisions of this Section 4.04 notwithstanding, the Certificate Registrar shall not register transfers or exchanges of Certificates for a period of fifteen (15) days preceding the Payment Date with respect to the Certificates. Notwithstanding anything contained herein to the contrary, neither the Certificate Registrar nor the Owner Trustee shall be responsible for ascertaining whether any transfer complies with the registration provisions or exemptions from the Securities Act of 1933, as amended, the Securities Act of 1934, as amended, applicable state securities law or the Investment Company Act of 1940, as amended; provided, however, that if an Investment Letter is specifically required to be delivered to the Owner Trustee by a purchaser or transferee of a Certificate, the Owner Trustee shall be under a duty to examine the same to determine whether it conforms to the form of Investment Letter set forth as Exhibit C hereto and shall promptly notify the party delivering the same if such Investment Letter does not so conform.
Appears in 5 contracts
Samples: Trust Agreement (Chase Manhattan Auto Owner Trust 2003-B), Trust Agreement (Chase Manhattan Auto Trust 2004-A), Trust Agreement (Chase Manhattan Auto Owner Trust 2002-B)
Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar shall keep or cause to be kept, kept at the office or agency maintained pursuant to Section 4.08, Corporate Trust Office a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The Owner Trustee shall be initially serve as Certificate Registrar for the initial “Certificate Registrar.” purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. Upon surrender for registration of transfer of any Certificate at the Trustee’s offices located at 600 Xxxxxxxxx Xxxx Xxxx, Xxxxxxxxx, Xxxxxxxxx 00000, Attention: Transfer Department, at the offices of the Trustee’s agent located at DB Services Tennessee, 600 Xxxxxxxxx Xxxx Xxxx, Xxxxxxxxx, Xxxxxxxxx 00000-0000 or at such other office or agency maintained pursuant to Section 4.08designated by the Trustee for such purposes and, in the Owner Trusteecase of a Class R Certificate, upon the satisfaction of the conditions set forth in Section 4.09(c)below, the Trustee on behalf of the Trust shall execute, authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Certificates of a like the same aggregate Percentage Interest dated the date of authentication by the Owner Trustee or any authenticating agentInterest. At the option of a Certificateholderthe Certificateholders, Certificates may be exchanged for other Certificates of a like in authorized denominations and the same aggregate Percentage Interest Interests, upon surrender of the Certificates to be exchanged at the any such office or agency maintained pursuant agency. Whenever any Certificates are so surrendered for exchange, the Trustee on behalf of the Trust shall execute on behalf of the Trust and authenticate and deliver the Certificates which the Certificateholder making the exchange is entitled to Section 4.08receive. Every Certificate presented or surrendered for registration of transfer or exchange shall (if so required by the Trustee or the Certificate Registrar) be duly endorsed by, or be accompanied by a written instrument of transfer in satisfactory to the form of Transferor Trustee and the Certificate set forth as Exhibit D hereto, Registrar duly executed by by, the Certificateholder Holder thereof or his attorney duly authorized in writing. No service charge In addition, with respect to each Class R Certificate, the holder thereof may exchange, in the manner described above, such Class R Certificate for two separate certificates, each representing such holder’s respective Percentage Interest in the Class R-1 Interest and the Class R-2 Interest, respectively, in each case that was evidenced by the Class R Certificate being exchanged.
(b) Except as provided in paragraph (c) below, the Book-Entry Certificates shall at all times remain registered in the name of the Depository or its nominee and at all times: (i) registration of such Certificates may not be transferred by the Trustee except to another Depository; (ii) the Depository shall maintain book-entry records with respect to the Certificate Owners and with respect to ownership and transfers of such Certificates; (iii) ownership and transfers of registration of such Certificates on the books of the Depository shall be governed by applicable rules established by the Depository; (iv) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (v) the Trustee shall for all purposes deal with the Depository as representative of the Certificate Owners of the Certificates for purposes of exercising the rights of Holders under this Agreement, and requests and directions for and votes of such representative shall not be deemed to be inconsistent if they are made with respect to different Certificate Owners; (vi) the Trustee may conclusively rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants and furnished by the Depository Participants with respect to indirect participating firms and Persons shown on the books of such indirect participating firms as direct or indirect Certificate Owners; and (vii) the direct participants of the Depository shall have no rights under this Agreement under or with respect to any of the Certificates held on their behalf by the Depository, and the Depository may be treated by the Trustee and its agents, employees, officers and directors as the absolute owner of the Certificates for all purposes whatsoever. All transfers by Certificate Owners of Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owners. Each Depository Participant shall only transfer Book-Entry Certificates of Certificate Owners that it represents or of brokerage firms for which it acts as agent in accordance with the Depository’s normal procedures. The parties hereto are hereby authorized to execute a Letter of Representations with the Depository or take such other action as may be necessary or desirable to register a Book-Entry Certificate to the Depository. In the event of any registration conflict between the terms of transfer any such Letter of Representation and this Agreement, the terms of this Agreement shall control.
(c) If (i)(x) the Depository or exchange of Certificates, but the Owner Depositor advises the Trustee in writing that the Depository is no longer willing or able to discharge properly its responsibilities as Depository and (y) the Trustee or the Depositor is unable to locate a qualified successor or (ii) after the occurrence of a Servicer Event of Termination, the Certificate Owners of the Book-Entry Certificates representing Percentage Interests of such Classes aggregating not less than 51% advise the Trustee and Depository through the applicable financial intermediaries and the Depository Participants in writing that the continuation of a book-entry system through the Depository to the exclusion of definitive, fully registered certificates (the “Definitive Certificates”) to Certificate Owners is no longer in the best interests of the Certificate Owners. Upon surrender to the Certificate Registrar of the Book-Entry Certificates by the Depository, accompanied by registration instructions from the Depository for registration, the Trustee shall, at the Servicer’s expense, execute on behalf of the Trust and authenticate the Definitive Certificates. Neither the Depositor nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be fully protected in relying on, such instructions. Upon the issuance of Definitive Certificates, the Trustee, the Certificate Registrar, the Servicer, any Paying Agent and the Depositor shall recognize the Holders of the Definitive Certificates as Certificateholders hereunder.
(d) No transfer, sale, pledge or other disposition of any Private Certificate or any Ownership Interest therein shall be made unless such disposition is exempt from the registration requirements of the 1933 Act, and any applicable state securities laws or is made in accordance with the 1933 Act and such state securities laws. In the event of any such transfer of any Ownership Interest in any Private Certificate that is a Definitive Certificate, except with respect to the initial transfer of any Private Certificate by the Depositor (i) unless such transfer is made in reliance upon Rule 144A under the 1933 Act (as evidenced by the investment letter delivered to the Trustee, in substantially the form of the Form of Rule 144A Investment Letter included as part of Exhibit J hereto), the Trustee and the Depositor shall require payment a written Opinion of Counsel (which may be in-house counsel) acceptable to and in form and substance reasonably satisfactory to the Trustee and the Depositor that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the 1933 Act or is being made pursuant to the 1933 Act, which Opinion of Counsel shall not be an expense of the Trustee or the Depositor or (ii) the Trustee shall require the transferor to execute a transferor certificate (in substantially the form attached hereto as Exhibit L) and the transferee to execute an investment letter (in substantially the form attached hereto as Exhibit J) acceptable to and in form and substance reasonably satisfactory to the Depositor and the Trustee certifying to the Depositor and the Trustee the facts surrounding such transfer, which transferor certificate and investment letter shall not be an expense of the Trustee or the Depositor. The Holder of such Private Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee and the Depositor 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. In the event of any such transfer of any Ownership Interest in any Private Certificate that is a Book-Entry Certificate, except with respect to the initial transfer of any such Certificate by the Depositor, such transfer shall be required to be made in reliance upon Rule 144A under the 1933 Act, and the transferor will be deemed to have made each of the representations and warranties set forth on Exhibit L hereto in respect of such interest as if it was evidenced by such Private Certificate and the transferee will be deemed to have made each of the representations and warranties set forth in the Form of Rule 144A Investment Letter included as part of Exhibit J hereto in respect of such interest as if it was evidenced by a Definitive Certificate. The Certificate Owner of any such Ownership Interest in any such Private Certificate desiring to effect such transfer shall, and does hereby agree to, indemnify the Trustee and the Depositor 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. No transfer of any Certificate or any interest therein shall be made to any Plan subject to ERISA or Section 4975 of the Code, any Person acting, directly or indirectly, on behalf of any such Plan or any Person acquiring such Certificates with “Plan Assets” of a sum sufficient Plan within the meaning of the Department of Labor regulation promulgated at 29 C.F.R. § 2510.3-101 (“Plan Assets”), as certified by such transferee in the form of Exhibit I, unless the Trustee is provided with an Opinion of Counsel on which the Depositor, the Trustee, the Certificate Insurer and the Servicer may rely, which is satisfactory to cover the Trustee, that the purchase of such Certificates is permissible under applicable law, will not constitute or result in any tax prohibited transaction under ERISA or governmental charge Section 4975 of the Code and will not subject the Depositor, the Servicer, the Trustee, the Certificate Insurer or the Trust Fund to any obligation or liability (including obligations or liabilities under ERISA or Section 4975 of the Code) in addition to those undertaken in this Agreement, which Opinion of Counsel shall not be an expense of the Depositor, the Servicer, the Trustee, the Certificate Insurer or the Trust Fund. Neither a certification nor an Opinion of Counsel will be required in connection with the initial transfer of any such Certificate by the Depositor to an affiliate of the Depositor (in which case, the Depositor or any affiliate thereof shall have deemed to have represented that may such affiliate is not a Plan or a Person investing Plan Assets) and the Trustee shall be imposed entitled to conclusively rely upon a written representation from the Depositor of the status of such transferee as an affiliate of the Depositor. In the event of any such transfer of any Ownership Interest in any Book-Entry Certificate, except with respect to the initial transfer of any such Certificate by the Depositor, the transferee will be deemed to have made each of the representations and warranties set forth on Exhibit I hereto. If any Certificate subject to the restrictions set forth in the preceding paragraph or any interest therein is acquired or held in violation of the provisions of the preceding paragraph, the next preceding permitted beneficial owner will be treated as the beneficial owner of that Certificate retroactive to the date of transfer to the purported beneficial owner. Any purported beneficial owner whose acquisition or holding of any such Certificate or interest therein was effected in violation of the provisions of the preceding paragraph shall indemnify and hold harmless the Depositor, the Servicer, the Trustee and the Trust Fund from and against any and all liabilities, claims, costs or expenses incurred by those parties as a result of that acquisition or holding. Each Person who has or who acquires any Ownership Interest in a Class R Certificate shall be deemed by the acceptance or acquisition of such Ownership Interest to have agreed to be bound by the following provisions and to have irrevocably appointed the Depositor or its designee as its attorney-in-fact to negotiate the terms of any mandatory sale under clause (v) below and to execute all instruments of transfer and to do all other things necessary in connection with any transfer or exchange such sale, and the rights of Certificates. The preceding provisions of this Section 4.04 notwithstanding, the each Person acquiring any Ownership Interest in a Class R Certificate Registrar shall not register transfers or exchanges of Certificates for a period of fifteen (15) days preceding the Payment Date with respect are expressly subject to the Certificates. Notwithstanding anything contained herein to the contrary, neither the following provisions:
(i) Each Person holding or acquiring any Ownership Interest in a Class R Certificate Registrar nor the Owner Trustee shall be responsible for ascertaining whether any transfer complies with the registration provisions or exemptions from the Securities Act of 1933, as amended, the Securities Act of 1934, as amended, applicable state securities law or the Investment Company Act of 1940, as amended; provided, however, that if an Investment Letter is specifically required to be delivered to the Owner Trustee by a purchaser or transferee of a Certificate, the Owner Trustee shall be under a duty to examine the same to determine whether it conforms to the form of Investment Letter set forth as Exhibit C hereto Permitted Transferee and shall promptly notify the party delivering Trustee of any change or impending change in its status as a Permitted Transferee.
(ii) No Person shall acquire an Ownership Interest in a Class R Certificate unless such Ownership Interest is a pro rata undivided interest.
(iii) In connection with any proposed transfer of any Ownership Interest in a Class R Certificate, the same if such Investment Letter does not so conform.Trustee shall as a condition to registration of the transfer, require delivery to it, in form and substance satisfactory to it, of each of the following:
Appears in 4 contracts
Samples: Pooling and Servicing Agreement (IndyMac Residential Mortgage-Backed Trust, Series 2006-L4), Pooling and Servicing Agreement (IndyMac Residential Mortgage-Backed Trust, Series 2006-L3), Pooling and Servicing Agreement (IndyMac Residential Mortgage-Backed Trust, Series 2006-L2)
Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 4.083.8, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar Owner Trustee shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The Owner Trustee Wilmington Trust Company shall be the initial “Certificate Registrar (the "Certificate Registrar"). No certificate may be sold, transferred, assigned, participated, pledged, or otherwise disposed of to any Person except in accordance with the provisions of Section 3.11 and any attempted transfer in violation of Section 3.11 shall be null and void.”
(b) Upon surrender for registration of transfer of any Certificate at the office or agency maintained pursuant to Section 4.083.8, and upon compliance with the provisions of this Agreement relating to such transfer, the Owner Trustee, upon the satisfaction of the conditions set forth in Section 4.09(c), Trustee shall execute, authenticate and deliver (or 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 a like class and Certificate Percentage Interest dated the date of authentication by the Owner Trustee or any authenticating agent. At the option of a Certificateholder, Certificates may be exchanged for other Certificates of the same class in authorized denominations of a like Percentage Interest aggregate amount upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 4.08. 3.8.
(c) Every Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the form of Transferor Owner Trustee and the Certificate set forth as Exhibit D hereto, Registrar duly executed by the Certificateholder or his attorney duly authorized in writing, with such signature guaranteed by a member firm of the New York Stock Exchange, a commercial bank or trust company or an "eligible guarantor institution" with membership or participation in STAMP or such other "signature guarantee program" as may be determined by the Certificate Registrar in addition to, or substitution for, STAMP, all in accordance with the Exchange Act. Each Certificate surrendered for registration of transfer or exchange shall be canceled and subsequently disposed of by the Owner Trustee or the Certificate Registrar in accordance with its customary practice.
(d) No service charge shall be made for any registration of transfer or exchange of Certificates, 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 of Certificates. .
(e) The preceding provisions of this Section 4.04 3.4 notwithstanding, the Owner Trustee shall not make and the Certificate Registrar shall need not register transfers any transfer or exchanges exchange of Certificates for a period of fifteen (15) days preceding the any Payment Date for any payment with respect to the Certificates. Notwithstanding anything contained herein to the contrary, neither the Certificate Registrar nor the Owner Trustee shall be responsible for ascertaining whether any transfer complies with the registration provisions or exemptions from the Securities Act of 1933, as amended, the Securities Act of 1934, as amended, applicable state securities law or the Investment Company Act of 1940, as amended; provided, however, that if an Investment Letter is specifically required to be delivered to the Owner Trustee by a purchaser or transferee of a Certificate, the Owner Trustee shall be under a duty to examine the same to determine whether it conforms to the form of Investment Letter set forth as Exhibit C hereto and shall promptly notify the party delivering the same if such Investment Letter does not so conform.
Appears in 4 contracts
Samples: Trust Agreement (Capital One Auto Receivables LLC), Trust Agreement (Capital One Auto Finance Trust 2002-C), Trust Agreement (Capital One Auto Finance Trust 2002-A)
Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar Registrar, as an agent of the Trust, shall keep or cause to be kept, at the office or agency maintained pursuant to Section 4.08its Corporate Trust Office, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar U.S. Bank National Association shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The Owner Trustee U.S. Bank National Association shall be 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 at the Corporate Trust Office of the Certificate Registrar or other office or agency maintained pursuant to Section 4.083.07, the Owner Trustee, upon the satisfaction of the conditions set forth in Section 4.09(c), Certificate Registrar shall execute, authenticate and deliver (or 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 a like Percentage Interest aggregate amount dated the date of authentication by the Owner Trustee Certificate Registrar or any authenticating agent. At the option of a CertificateholderHolder, Certificates may be exchanged for other Certificates of authorized denominations of a like Percentage Interest aggregate amount upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 4.083.07. The preceding provisions of this Section notwithstanding, the Owner Trustee shall not make and the Certificate Registrar shall not register transfer or exchanges of Certificates for a period of 15 days preceding the due date for any payment with respect to the Certificates.
(c) Every Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the form of Transferor Owner Trustee and the Certificate set forth as Exhibit D hereto, Registrar duly executed by the related Certificateholder or his such Certificateholder’s attorney duly authorized in writing. No service charge shall be made Each Certificate surrendered for any registration of transfer or exchange shall be cancelled and subsequently disposed of Certificates, but the Owner Trustee or by the Certificate Registrar may require payment in accordance with its customary practice. No transfer of a sum sufficient Certificate (or interest therein) to cover any tax or governmental charge that may transferee shall be imposed in connection with any transfer or exchange of Certificates. The preceding provisions of this Section 4.04 notwithstanding, made unless the Certificate Registrar shall not register transfers have received:
(1) a representation from the transferee of such Certificate (or exchanges interest therein) substantially in the form of Certificates for a period of fifteen (15) days preceding the Payment Date with respect Exhibit B to the Certificates. Notwithstanding anything contained herein to effect that:
(i) such transferee acknowledges that the contrary, neither the Certificate Registrar nor the Owner Trustee shall Certificates have not been and will not be responsible for ascertaining whether any transfer complies with the registration provisions or exemptions from registered under the Securities Act or the securities law of 1933any jurisdiction;
(ii) such transferee acknowledges that if in the future it decides to resell, as amendedassign, pledge or otherwise transfer any Certificates, such Certificates may be resold, assigned, pledged or transferred only (A) to a United States Person within the meaning of Section 7701(a)(30) of the Code and (B)(i) pursuant to an effective registration statement under the Securities Act or (ii) in a transaction exempt from the registration requirements of 1934, as amended, applicable state the Securities Act and other securities law or the Investment Company Act of 1940, as amended; provided, however, that if an Investment Letter “Blue Sky” laws;
(iii) such transferee is specifically required to be delivered to the Owner Trustee by not a purchaser or Non-U.S. Person;
(iv) such transferee of is not a Certificate, the Owner Trustee shall be under a duty to examine the same to determine whether it conforms to the form of Investment Letter set forth as Exhibit C hereto and shall promptly notify the party delivering the same if such Investment Letter does not so conform.Benefit Plan;
Appears in 4 contracts
Samples: Trust Agreement (Nissan Auto Receivables 2015-C Owner Trust), Trust Agreement (Nissan Auto Receivables 2015-C Owner Trust), Trust Agreement (Nissan Auto Receivables Corp Ii)
Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 4.08its Corporate Trust Office, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar Issuer shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The Owner Trustee U.S. Bank National Association shall be 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 and the Certificateholders, to act as successor Certificate Registrar under this Agreement.”
(b) Upon surrender for registration of transfer of any Certificate at the Corporate Trust Office of the Certificate Registrar or other office or agency maintained pursuant to Section 4.083.07, the Owner Trustee, upon the satisfaction of the conditions set forth in Section 4.09(c), Trustee shall execute, authenticate and deliver (or 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 a like Percentage Interest aggregate amount dated the date of authentication by the Owner Trustee or any authenticating agent. At the option of a CertificateholderHolder, Certificates may be exchanged for other Certificates of authorized denominations of a like Percentage Interest aggregate amount upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 4.083.07. The preceding provisions of this Section notwithstanding, the Owner Trustee shall not make and the Certificate Registrar shall not register transfer or exchanges of Certificates for a period of 15 days preceding the due date for any payment with respect to the Certificates.
(c) Every Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the form of Transferor Owner Trustee and the Certificate set forth as Exhibit D hereto, Registrar duly executed by the related Certificateholder or his such Certificateholder’s attorney duly authorized in writing. No service charge shall be made Each Certificate surrendered for any registration of transfer or exchange shall be cancelled and subsequently disposed of Certificates, but the Owner Trustee or by the Certificate Registrar may require payment in accordance with its customary practice. No transfer of a sum sufficient Certificate (or interest therein) to cover any tax or governmental charge that may transferee shall be imposed in connection with any transfer or exchange of Certificates. The preceding provisions of this Section 4.04 notwithstanding, made unless the Certificate Registrar shall not register transfers or exchanges of Certificates for have received:
(1) a period of fifteen (15) days preceding the Payment Date with respect to the Certificates. Notwithstanding anything contained herein to the contrary, neither the Certificate Registrar nor the Owner Trustee shall be responsible for ascertaining whether any transfer complies with the registration provisions or exemptions certification letter from the Securities Act of 1933, as amended, the Securities Act of 1934, as amended, applicable state securities law or the Investment Company Act of 1940, as amended; provided, however, that if an Investment Letter is specifically required to be delivered to the Owner Trustee by a purchaser or transferee of a Certificate, the Owner Trustee shall be under a duty to examine the same to determine whether it conforms to such Certificate (or interest therein) substantially in the form of Investment Letter set forth as Exhibit C hereto and shall promptly notify B to the party delivering the same if such Investment Letter does not so conform.effect that:
Appears in 4 contracts
Samples: Trust Agreement (Nissan Auto Receivables 2016-C Owner Trust), Trust Agreement (Nissan Auto Receivables 2016-C Owner Trust), Trust Agreement (Nissan Auto Receivables 2016-a Owner Trust)
Registration of Transfer and Exchange of Certificates. The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 4.08, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The Owner Trustee shall be the initial “Certificate Registrar.” Upon surrender for registration of transfer of any Certificate at the office or agency maintained pursuant to Section 4.08, the Owner Trustee, upon the satisfaction of the conditions set forth in Section 4.09(c), shall execute, authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Certificates of a like Percentage Interest dated the date of authentication by the Owner Trustee or any authenticating agent. At the option of a Certificateholder, Certificates may be exchanged for other Certificates of a like Percentage Interest upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 4.08. Every Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in the form of Transferor Certificate set forth as Exhibit D hereto, attached to the form of Certificate attached hereto as Exhibit A, or such other form satisfactory to the Note Insurer, or, upon the occurrence and continuation of a Note Insurer Default, satisfaction of the Rating Agency Condition, duly executed by the Certificateholder or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Certificates, 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 of Certificates. The preceding provisions of this Section 4.04 notwithstanding, the Certificate Registrar shall not register transfers or exchanges of Certificates for a period of fifteen (15) days preceding the Payment Date with respect to the Certificates. Notwithstanding anything contained herein to the contrary, neither the Certificate Registrar nor the Owner Trustee shall be responsible for ascertaining whether any transfer complies with the registration provisions or exemptions from the Securities Act of 1933, as amended, the Securities Act of 1934, as amended, applicable state securities law or the Investment Company Act of 1940, as amended; provided, however, that if an Investment Letter is specifically required to be delivered to the Owner Trustee by a purchaser or transferee of a Certificate, the Owner Trustee shall be under a duty to examine the same to determine whether it conforms to the form of Investment Letter set forth as Exhibit C hereto and shall promptly notify the party delivering the same if such Investment Letter does not so conform.
Appears in 4 contracts
Samples: Trust Agreement (Accredited Mortgage Loan REIT Trust), Trust Agreement (Accredited Mortgage Loan Trust 2004-2), Trust Agreement (NovaStar Certificates Financing LLC)
Registration of Transfer and Exchange of Certificates. The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 4.08, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The Owner Trustee shall be the initial “Certificate Registrar.” Upon surrender for registration of transfer of any Certificate at the office or agency maintained pursuant to Section 4.08, the Owner Trustee, upon the satisfaction of the conditions set forth in Section 4.09(c), shall execute, authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Certificates of a like Percentage Interest dated the date of authentication by the Owner Trustee or any authenticating agent. At the option of a Certificateholder, Certificates may be exchanged for other Certificates of a like Percentage Interest upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 4.08. Every Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form, attached to the form of Transferor Certificate set forth attached hereto as Exhibit D heretoA, or such other form satisfactory to the Note Insurer, or, upon the occurrence and continuation of a Note Insurer Default, satisfaction of the Rating Agency Condition, duly executed by the Certificateholder or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Certificates, 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 of Certificates. The preceding provisions of this Section 4.04 notwithstanding, the Certificate Registrar shall not register transfers or exchanges of Certificates for a period of fifteen (15) days preceding the Payment Date with respect to the Certificates. Notwithstanding anything contained herein to the contrary, neither the Certificate Registrar nor the Owner Trustee shall be responsible for ascertaining whether any transfer complies with the registration provisions or exemptions from the Securities Act of 1933, as amended, the Securities Act of 1934, as amended, applicable state securities law or the Investment Company Act of 1940, as amended; provided, however, that if an Investment Letter is specifically required to be delivered to the Owner Trustee by a purchaser or transferee of a Certificate, the Owner Trustee shall be under a duty to examine the same to determine whether it conforms to the form of Investment Letter set forth as Exhibit C hereto and shall promptly notify the party delivering the same if such Investment Letter does not so conform.
Appears in 3 contracts
Samples: Trust Agreement (Accredited Home Lenders Inc Mortgage Loan Trust 2004-1), Trust Agreement (Accredited Mortgage Loan Trust 2003-2), Trust Agreement (Accredited Mortgage Loan Trust 2003-3)
Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar Trustee shall keep or cause to be kept, kept at one of the office offices or agency maintained pursuant agencies to be appointed by the Trustee in accordance with the provisions of Section 4.08, 8.02 a Certificate Register for the Certificates and the Uncertificated Interest in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar Trustee shall provide for the registration of Certificates and the Uncertificated Interest and of transfers and exchanges of Certificates and the Uncertificated Interest as herein provided. All Certificates shall be surrendered at the designated office of the Certificate Registrar. As of the Closing Date, the Certificate Registrar designates the offices located at DB Services Tennessee, 000 Xxxxxxxxx Xxxx Xxxx, Xxxxxxxxx, Xxxxxxxxx 00000-0000, Attention: Transfer Unit, for such purposes. The Trustee will initially serve as Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Owner Trustee shall be the initial “Certificate Registrar.” Upon surrender for registration of transfer of any Certificate at the office or agency maintained pursuant to Section 4.08Registrar may appoint, the Owner Trustee, upon the satisfaction of the conditions set forth in Section 4.09(c), shall execute, authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Certificates of a like Percentage Interest dated the date of authentication by the Owner Trustee or any authenticating agent. At the option of a Certificateholder, Certificates may be exchanged for other Certificates of a like Percentage Interest upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 4.08. Every Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in delivered to the form of Transferor Trustee, the Seller, the Servicer and the Depositor, any other bank or trust company to act as Certificate set forth Registrar under such conditions as Exhibit D hereto, duly executed by the Certificateholder or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Certificates, but the Owner Trustee or the predecessor Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge prescribe, provided that may be imposed in connection with any transfer or exchange of Certificates. The preceding provisions of this Section 4.04 notwithstanding, the predecessor Certificate Registrar shall not register transfers be relieved of any of its duties or exchanges responsibilities hereunder by reason of Certificates for such appointment. If the Trustee shall at any time not be the Certificate Registrar, the Trustee shall have and maintain the right to inspect the Certificate Register or to obtain a period copy thereof at all reasonable times, and to rely conclusively upon a certificate of fifteen (15) days preceding the Payment Date with respect to the Certificates. Notwithstanding anything contained herein to the contrary, neither the Certificate Registrar nor as to the Owner Trustee information set forth in the Certificate Register. The Certificate Register in respect of the Uncertificated Interest shall contain a statement that transfers of the Uncertificated Interest to a Disqualified Organization are prohibited as provided in this Agreement.
(b) No transfer of any Non-Offered Certificate shall be responsible for ascertaining whether any made unless that transfer complies with the is made pursuant to an effective registration provisions or exemptions from statement under the Securities Act of 1933, as amendedamended (the “1933 Act”), the Securities Act of 1934, as amended, and an effective registration or qualification under applicable state securities law laws, or is made in a transaction that does not require such registration or qualification. In the Investment Company Act event that such a transfer of 1940, as amended; provided, however, that if an Investment Letter a Non-Offered Certificate is specifically required to be delivered made without registration or qualification (other than in connection with the initial transfer of any such Certificate by the Depositor to the Owner Trustee Seller or by the Seller to an affiliate of the Seller or to a purchaser or transferee trust, the depositor of which is an affiliate of the Seller), (1) in the case of a transfer of any Non-Offered Certificate, the Owner Trustee and the Certificate Registrar shall each require receipt of: either (i) written certifications from the Certificateholder desiring to effect the transfer and from such Certificateholder’s prospective transferee, substantially in the forms attached hereto as Exhibit F-1 or (ii) an Opinion of Counsel satisfactory to it that such transfer may be made without such registration or qualification (which Opinion of Counsel shall not be an expense of the Depositor, the Seller, the Trustee, the Servicer, the Certificate Registrar or the Trust Fund) and (2) in the case of a transfer of a Class C Certificate, the proposed transferee of the Class C Certificate shall provide to the Trustee the appropriate tax certification form (i.e., IRS Form W-9 or IRS Form X-0XXX, X-0XXX, X-0XXX or W-8ECI, as applicable (or any successor form thereto)) and shall agree to update such forms (i) upon expiration of any such form, (ii) as required under then applicable Treasury regulations and (iii) promptly upon learning that such form has become obsolete or incorrect, as a condition to such transfer. Under this Agreement, upon receipt of any such tax certification form from a transferee of any Class C Certificate, the Trustee (including in its capacity as Supplemental Interest Trust Trustee) shall forward such tax certification form provided to it to the Swap Provider. Each holder of a Class C Certificate and each transferee thereof shall be deemed to have consented to the Trustee forwarding to the Swap Provider any such tax certification form it has provided and updated in accordance with these transfer restrictions. Any purported sales or transfers of any Class C Certificate to a transferee which do not comply with the requirements of clause (2) of the third preceding sentence of this paragraph where non-compliance directly results in a reduction in amounts paid by the Swap Provider under the Swap Agreement shall be deemed null and void under this Agreement. The Trustee shall have no duty to take action to correct any misstatement or omission in any tax certification provided to it and forwarded to the Swap Provider. None of the Depositor, the Seller, the Certificate Registrar or the Trustee is obligated to register or qualify the Non-Offered Certificates under the 1933 Act or any other securities laws or to take any action not otherwise required under this Agreement to permit the transfer of such Certificates without registration or qualification. Any Certificateholder desiring to effect the transfer of a Non-Offered Certificate shall, and does hereby agree to, indemnify the Trustee, the Seller, the Depositor, the Certificate Registrar and the 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.
(i) No transfer of an ERISA-Restricted Certificate shall be made unless the Trustee has received in the form attached hereto as Exhibit F-2 or Exhibit G, as applicable, either (x) a certification 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 a Plan or a person using the assets of any such Plan, which representation letter shall not be an expense of the Trustee or the Trust Fund, (y) 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 (z) in the case of any such Certificate presented for registration in the name of a Plan or a person acting on behalf of any such Plan, or using such Plan’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 Seller, the Trustee or the 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, or 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 a person using a Plan’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. Neither an Opinion of Counsel nor any certification will be required in connection with the initial transfer of any such Certificate by the Depositor to an affiliate of the Depositor (in which case, the Depositor or any Affiliate thereof shall be deemed to have represented that such affiliate is not a Plan or a Person investing Plan Assets) and the Trustee shall be under entitled to conclusively rely upon a duty to examine representation (which, upon the same to determine whether it conforms request of the Trustee, shall be a written representation) from the Depositor of the status of such transferee as an affiliate of the Depositor. If any Certificate or any interest therein is acquired or held in violation of the provisions of this Section 5.02(c)(i), the next preceding permitted beneficial owner will be treated as the beneficial owner of that Certificate retroactive to the date of transfer to the purported beneficial owner. Any purported beneficial owner whose acquisition or holding of any such Certificate or interest therein was effected in violation of the provisions of the preceding paragraph shall indemnify and hold harmless the Depositor, the Servicer, the Seller, the Trustee, the Certificate Registrar, the Underwriter and the Trust Fund from and against any and all liabilities, claims, costs or expenses incurred by those parties as a result of that acquisition or holding.
(ii) No transfer of an ERISA-Restricted Swap Certificate prior to the termination of the Swap Agreement shall be made unless the Trustee has received a representation letter from the transferee of such Certificate, substantially in the form of Investment Letter set forth as in Exhibit C hereto G, to the effect that either (i) such transferee is neither a Plan nor a Person acting on behalf of any such Plan or using the assets of any such Plan to effect such transfer or (ii) the acquisition and shall promptly notify holding of the party delivering ERISA-Restricted Swap Certificate are eligible for exemptive relief under Prohibited Transaction Class Exemption (“PTCE”) 00-00, XXXX 00-0, XXXX 91-38, XXXX 00-00, XXXX 96-23 or the same if such Investment Letter does not so conform.non-fiduciary service provider exemption under Section 408(b)(17)
Appears in 3 contracts
Samples: Pooling and Servicing Agreement (J.P. Morgan Mortgage Acquisition Trust 2007-Ch4), Pooling and Servicing Agreement (J.P. Morgan Mortgage Acquisition Trust 2007-Ch3), Pooling and Servicing Agreement (J.P. Morgan Mortgage Acquisition Trust 2007-Ch4)
Registration of Transfer and Exchange of Certificates. The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 4.08, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The Owner Trustee shall be the initial “"Certificate Registrar.” " Upon surrender for registration of transfer of any Certificate at the office or agency maintained pursuant to Section 4.08, the Owner Trustee, upon the satisfaction of the conditions set forth in Section 4.09(c), shall execute, authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Certificates of a like Percentage Interest dated the date of authentication by the Owner Trustee or any authenticating agent. At the option of a Certificateholder, Certificates may be exchanged for other Certificates of a like Percentage Interest upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 4.08. Every Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form, attached to the form of Transferor Certificate set forth attached hereto as Exhibit D heretoEXHIBIT A, or such other form satisfactory to the Note Insurer, or, upon the occurrence and continuation of a Note Insurer Default, satisfaction of the Rating Agency Condition, duly executed by the Certificateholder or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Certificates, 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 of Certificates. The preceding provisions of this Section 4.04 notwithstanding, the Certificate Registrar shall not register transfers or exchanges of Certificates for a period of fifteen (15) days preceding the Payment Date with respect to the Certificates. Notwithstanding anything contained herein to the contrary, neither the Certificate Registrar nor the Owner Trustee shall be responsible for ascertaining whether any transfer complies with the registration provisions or exemptions from the Securities Act of 1933, as amended, the Securities Act of 1934, as amended, applicable state securities law or the Investment Company Act of 1940, as amended; providedPROVIDED, howeverHOWEVER, that if an Investment Letter is specifically required to be delivered to the Owner Trustee by a purchaser or transferee of a Certificate, the Owner Trustee shall be under a duty to examine the same to determine whether it conforms to the form of Investment Letter set forth as Exhibit EXHIBIT C hereto and shall promptly notify the party delivering the same if such Investment Letter does not so conform.
Appears in 3 contracts
Samples: Trust Agreement (Accredited Home Lenders Inc), Trust Agreement (Accredited Mort Loan Trust Asset Back Notes Series 2003-1), Trust Agreement (Accred Home LNDRS Inc Ac Mor Ln Tr 2002-1 as Bk Nt Se 2002-1)
Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar Trustee shall keep or cause to be kept, kept at the office or agency to be maintained pursuant to by a transfer agent and registrar (the "Transfer Agent and ------------------ Registrar"), in accordance with the provisions of Section 4.0811.16, a register (the ------------- "Certificate Register Register") in which, subject to such reasonable regulations as it -------------------- may prescribe, the Certificate Transfer Agent and Registrar shall provide for the registration of the Investor Certificates of each Series (unless otherwise provided in the related Supplement) and of transfers and exchanges of the Investor Certificates as herein provided. The Owner Bankers Trust Company is hereby initially appointed Transfer Agent and Registrar for the purposes of registering the Investor Certificates and transfers and exchanges of the Investor Certificates as herein provided. In the event that Bankers Trust Company shall no longer be the Transfer Agent and Registrar, the Trustee shall appoint a successor Transfer Agent and Registrar reasonably acceptable to the Seller and the Servicer. The Trustee may revoke such appointment and remove Bankers Trust Company as Transfer Agent and Registrar if the Trustee determines in its sole discretion that Bankers Trust Company failed to perform its obligations under this Agreement in any material respect. Bankers Trust Company shall be permitted to resign as Transfer Agent and Registrar upon 30 days' written notice to the initial “Certificate Registrar.” Seller and the Servicer; provided, however, that such resignation shall not be -------- ------- effective and Bankers Trust Company shall continue to perform its duties as Transfer Agent and Registrar until the Trustee has appointed a successor Transfer Agent and Registrar reasonably acceptable to the Seller and the Servicer. Upon surrender for registration of transfer of any Certificate at the any office or agency maintained pursuant to Section 4.08of the Transfer Agent and Registrar, the Owner Trustee, upon Seller shall execute subject to the satisfaction provisions of the conditions set forth in Section 4.09(csubsection 6.3(d), and the Trustee shall execute, authenticate and deliver (or 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 a like Percentage Interest dated aggregate fractional Undivided Interests; provided, however, that the date provisions -------- ------- of authentication by this paragraph shall not apply to Bearer Certificates. At the Owner Trustee option of an Investor Certificateholder, Investor Certificates may be exchanged for other Investor Certificates of the same Series in authorized denominations of like aggregate fractional Undivided Interests, upon surrender of the Investor Certificates to be exchanged at any such office or agency. At the option of any authenticating agentRegistered Certificateholder, Registered Certificates may be exchanged for other Registered Certificates of the same Series in authorized denominations of like aggregate Undivided Interests in the Trust, upon surrender of the Registered Certificates to be exchanged at any office or agency of the Transfer Agent and Register maintained for such purpose. At the option of a Bearer Certificateholder, subject to applicable laws and regulations, Bearer Certificates may be exchanged for other Bearer Certificates or Registered Certificates of a the same Series in authorized denominations of like Percentage Interest aggregate Undivided Interests in the Trust, in the manner specified in the Supplement for such Series upon surrender of the Bearer Certificates to be exchanged at the an office or agency maintained of the Transfer Agent and Registrar located outside the United States. Each Bearer Certificate surrendered pursuant to this Section 4.086.3 shall ----------- have attached thereto (or be accompanied by) all unmatured coupons, provided that any Bearer Certificate so surrendered after the close of business on the Record Date preceding the relevant Distribution Date after the related Series Termination Date need not have attached the Coupons related to such Distribution Date. The preceding provisions of this Section 6.3 notwithstanding, the Trustee ----------- or the Transfer Agent and Registrar, as the case may be, shall not be required to register the transfer of or exchange any Investor Certificate of any Series for a period of 15 days preceding the due date for any payment with respect to the Investor Certificate of such Series. Whenever any Investor Certificates of any Series are so surrendered for exchange, the Seller shall execute, and the Trustee shall authenticate and (unless the Transfer Agent and Registrar is different than the Trustee, in which case the Transfer Agent and Registrar shall) deliver, the Investor Certificates of such Series which the Certificateholder making the exchange is entitled to receive. Every Investor Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in a form satisfactory to the form of Transferor Certificate set forth as Exhibit D hereto, Trustee and the Transfer Agent and Registrar duly executed by the Certificateholder thereof or his attorney attorney-in-fact duly authorized in writing. No Unless otherwise provided in the related Supplement, no service charge shall be made for any registration of transfer or exchange of Investor Certificates, but the Owner Trustee or the Certificate Transfer Agent and 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 of Investor Certificates. All Investor Certificates (together with any Coupons attached to Bearer Certificates) surrendered for registration of transfer or exchange shall be cancelled by the Transfer Agent and Registrar and disposed of in the Trustee's normal and customary manner. The Trustee shall cancel and destroy the Global Certificate upon its exchange in full for Definitive Certificates and shall deliver a certificate of destruction to the Seller. Such certificates shall also state that a certificate or certificates of each Foreign Clearing Agency was received with respect to each portion of the Global Certificate exchanged for Definitive Certificates. The preceding provisions of this Section 4.04 notwithstanding, the Certificate Registrar Seller shall not register transfers or exchanges of Certificates for a period of fifteen (15) days preceding the Payment Date with respect execute and deliver to the Certificates. Notwithstanding anything contained herein to the contrary, neither the Certificate Registrar nor the Owner Trustee shall be responsible for ascertaining whether any transfer complies with the registration provisions or exemptions from the Securities Act of 1933, as amended, the Securities Act of 1934, as amended, applicable state securities law or the Investment Company Act of 1940Transfer Agent and Registrar as applicable, Bearer Certificates and Registered Certificates in such amounts and at such times as amended; provided, however, that if an Investment Letter is specifically required are necessary to be delivered enable the Trustee to fulfill its responsibilities under this Agreement and the Owner Trustee by a purchaser or transferee of a Certificate, the Owner Trustee shall be under a duty to examine the same to determine whether it conforms to the form of Investment Letter set forth as Exhibit C hereto and shall promptly notify the party delivering the same if such Investment Letter does not so conformCertificates.
Appears in 3 contracts
Samples: Pooling and Servicing Agreement (Peoples Bank Credit Card Master Trust), Pooling and Servicing Agreement (Peoples Bank), Pooling and Servicing Agreement (Peoples Bank Credit Card Master Trust)
Registration of Transfer and Exchange of Certificates. The (a) A registrar (the “Certificate Registrar Registrar”) shall keep or cause to be kept, at the office or agency maintained pursuant to Section 4.083.12, a register (the “Certificate Register Register”) in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar Issuer shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The Owner Trustee Deutsche Bank Trust Company Americas shall be the initial “Certificate Registrar. Upon any resignation of any Certificate Registrar, the Owner Trustee shall, upon receipt of written instructions from the Depositor, promptly appoint a successor thereto.” Upon
(b) No transfer, sale, pledge or other disposition of any Certificate or interest therein shall be made unless that transfer, sale, pledge or other disposition (i) complies with the requirements and restrictions set forth in the related Certificate Purchase Agreement (except that for the initial transfer of the Certificates to the Depositor, the requirements for transfer shall be deemed to have been met by the Depositor) and (ii) is exempt from the registration and/or qualification requirements of the Securities Act, and any applicable State securities laws, or is otherwise made in accordance with the Securities Act and such State securities laws. Any Certificateholder desiring to effect a transfer of Certificates or interest therein shall, and does hereby agree to, indemnify the Issuer, each of the Depositor, the Owner Trustee and the Certificate Registrar against any liability that may result if the transfer is not so exempt or is not made in accordance with the Securities Act and such State laws.
(c) Subject to Section 3.09, upon surrender for registration of transfer of any Certificate at the office or agency maintained pursuant to Section 4.083.12, the Owner Trustee, upon the satisfaction of the conditions set forth in Section 4.09(c), Trustee shall execute, authenticate and deliver (or shall cause its authenticating agent to authenticate be authenticated and deliverdelivered), in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate Percentage Interest dated the date of authentication by the Owner Trustee or any authenticating agent. At the option of a Certificateholder, Certificates may be exchanged for other Certificates of authorized denominations of a like aggregate Percentage Interest upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 4.08. 3.12.
(d) Every Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the form of Transferor Certificate set forth as Exhibit D hereto, Registrar duly executed by the related Certificateholder or his such Certificateholder’s attorney duly authorized in writing. Each Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by the Certificate Registrar in accordance with its customary practice.
(e) No service charge shall be made for any registration of transfer or exchange of Certificates, 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 of Certificates. .
(f) The preceding provisions of this Section 4.04 notwithstanding, the Owner Trustee shall not make, and the Certificate Registrar shall not register transfers or exchanges of of, Certificates for a period of fifteen (15) days preceding the Payment Date due date for any payment with respect to the Certificates. Notwithstanding anything contained .
(g) Each purchaser (including any transferee) of a Certificate must satisfy the transfer restrictions as set forth herein and in the applicable transfer certificate attached to the contrary, neither the Certificate Registrar nor the Owner Trustee Purchase Agreement. Each purchaser (including any transferee) of a Certificate shall be responsible for ascertaining whether any transfer complies with deemed by its acceptance of an ownership interest in a Certificate to have made the registration representations and warranties set forth under “Notice to Investors” in the Private Placement Memorandum.
(h) The provisions or exemptions from the Securities Act of 1933, as amended, the Securities Act of 1934, as amended, applicable state securities law or the Investment Company Act of 1940, as amended; provided, however, that if an Investment Letter is specifically required to be delivered this Section are exclusive and shall preclude (to the Owner Trustee by a purchaser or transferee of a Certificate, the Owner Trustee shall be under a duty to examine the same to determine whether it conforms extent lawful) all other rights and remedies with respect to the form transfer of Investment Letter set forth as Exhibit C hereto and shall promptly notify the party delivering the same if such Investment Letter does not so conformCertificates.
Appears in 3 contracts
Samples: Trust Agreement (California Republic Funding LLC), Trust Agreement (California Republic Funding LLC), Trust Agreement (California Republic Funding LLC)
Registration of Transfer and Exchange of Certificates. The Certificate Registrar (a) At all times during the term of this Agreement, there shall keep or cause to be kept, maintained at the office or agency maintained pursuant to Section 4.08, of the Certificate Registrar a Certificate Register in which, subject to such reasonable regulations as it the Certificate Registrar may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. [________] is hereby initially appointed Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Owner Trustee Certificate Registrar may appoint, by a written instrument delivered to the Depositor, the Trustee, the Paying Agent, the Special Servicer and the Master Servicer, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be the initial “Certificate Registrar.” Upon surrender for registration of transfer relieved of any Certificate at the office of its duties or agency maintained pursuant to Section 4.08responsibilities hereunder by reason of such appointment. The Depositor, the Owner Trustee, the Master Servicer and the Special Servicer shall have the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, and to rely conclusively upon the satisfaction a certificate of the conditions Certificate Registrar as to the information set forth in Section 4.09(cthe Certificate Register. The names and addresses of all Certificateholders and the names and addresses of the transferees of any Certificates shall be registered in the Certificate Register; provided, however, in no event shall the Certificate Registrar be required to maintain in the Certificate Register the names of Certificate Owners. The Person in whose name any Certificate is so registered shall be deemed and treated as the sole owner and Holder thereof for all purposes of this Agreement and the Certificate Registrar, the Master Servicer, the Paying Agent, the Trustee, the Special Servicer and any agent of any of them shall not be affected by any notice or knowledge to the contrary. A Definitive Certificate is transferable or exchangeable only upon the surrender of such Certificate to the Certificate Registrar at its office maintained at [________],[________], Attention: [________] (the "Registrar Office") together with an assignment and transfer (executed by the Holder or his duly authorized attorney). Subject to the requirements of Sections 5.02(b), shall execute, authenticate (c) and deliver (or shall cause its authenticating agent to authenticate and deliverd), the Certificate Registrar shall execute and the Authenticating Agent shall duly authenticate in the name of the designated transferee or transferees, one or more new Certificates in Denominations of a like Percentage Interest dated aggregate Denomination as the date of authentication Definitive Certificate being surrendered. Such Certificates shall be delivered by the Owner Trustee or any authenticating agentCertificate Registrar in accordance with Section 5.02(e). At the option of a Certificateholder, Certificates may be exchanged for other Certificates of a like Percentage Interest upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 4.08. Every Each Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in the form of Transferor Certificate set forth as Exhibit D heretocanceled, duly executed by the Certificateholder or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Certificates, 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 of Certificates. The preceding provisions of this Section 4.04 notwithstanding, and the Certificate Registrar shall not register transfers or exchanges hold such canceled Certificates in accordance with its standard procedures.
(b) No transfer of Certificates for a period of fifteen (15) days preceding the Payment Date with respect to the Certificates. Notwithstanding anything contained herein to the contrary, neither the any Non-Registered Certificate Registrar nor the Owner Trustee shall be responsible for ascertaining whether any made unless that transfer complies with is made pursuant to an effective registration statement under the Securities Act, and effective registration provisions or exemptions qualification under applicable state securities laws, or is made in a transaction which does not require such registration or qualification. If a transfer (other than one by the Depositor to an Affiliate thereof or by the Initial Purchasers to [________]) is to be made in reliance upon an exemption from the Securities Act of 1933Act, as amended, and under the Securities Act of 1934, as amended, applicable state securities law or the Investment Company Act of 1940laws, as amended; provided, however, that if an Investment Letter is specifically required to be delivered to the Owner Trustee by a purchaser or transferee of a Certificate, the Owner Trustee shall be under a duty to examine the same to determine whether it conforms to the form of Investment Letter set forth as Exhibit C hereto and shall promptly notify the party delivering the same if such Investment Letter does not so conform.then either:
Appears in 3 contracts
Samples: Pooling and Servicing Agreement (Jp Morgan Chase Commercial Mortgage Securities Corp), Pooling and Servicing Agreement (Jp Morgan Chase Commercial Mortgage Securities Corp), Pooling and Servicing Agreement (Jp Morgan Chase Commercial Mortgage Securities Corp)
Registration of Transfer and Exchange of Certificates. The Certificate Registrar Owner Trustee shall keep or cause to be kept, kept at the office or agency to be maintained pursuant to Section 4.083.8 by a certificate registrar (the “Certificate Registrar”), a register (the “Certificate Register Register”) in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The Owner Trustee JPMorgan Chase shall be the initial “Certificate Registrar.” . In the event that, subsequent to the date of issuance of the Certificates, JPMorgan Chase notifies the Owner Trustee that it is unable to act as the Certificate Registrar, the Owner Trustee shall act, or the Owner Trustee shall, with the consent of the Depositor, appoint another bank or trust company, having an office or agency located in The City of New York and which agrees to act in accordance with the provisions of this Agreement applicable to it, to act, as successor Certificate Registrar under this Agreement. The Owner Trustee may revoke such appointment and remove JPMorgan Chase as the Certificate Registrar if the Owner Trustee determines in its sole discretion that JPMorgan Chase failed to perform its obligations under this Agreement in any material respect. JPMorgan Chase shall be permitted to resign as the Certificate Registrar upon 30 days’ written notice to the Owner Trustee, the Depositor and the Issuer; provided, however, that such resignation shall not be effective and JPMorgan Chase shall continue to perform its duties as the Certificate Registrar until the Owner Trustee has appointed a successor Certificate Registrar with the consent of the Depositor. An institution succeeding to the corporate agency business of the Certificate Registrar shall continue to be the Certificate Registrar without the execution or filing of any paper or any further act on the part of the Owner Trustee or such Certificate Registrar. Upon surrender for registration of transfer of any Certificate at the office or agency maintained pursuant to Section 4.083.8, the Owner Trustee, upon the satisfaction of the conditions set forth in Section 4.09(c), Trustee shall execute, authenticate and (if the Certificate Registrar is different than the Owner Trustee, then the Certificate Registrar shall) deliver (or shall cause JPMorgan Chase as 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 a like Percentage Interest class and aggregate face amount dated the date of authentication by the Owner Trustee or any authenticating agent. At the option of a CertificateholderHolder, Certificates may be exchanged for other Certificates of the same class in authorized denominations of a like Percentage Interest aggregate amount upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 4.083.8. Whenever any Certificate is surrendered for exchange, the Owner Trustee shall execute, authenticate and (if the Certificate Registrar is different than the Owner Trustee, then the Certificate Registrar shall) 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 accompanied by a written instrument of transfer in form satisfactory to the form of Transferor Owner Trustee and the Certificate set forth as Exhibit D hereto, Registrar duly executed by the Certificateholder Holder, which signature on such assignment must be guaranteed by a member of the New York Stock Exchange or his attorney duly authorized a commercial bank or trust company. Each Certificate surrendered for registration of transfer or exchange shall be canceled and subsequently disposed of by the Owner Trustee or Certificate Registrar in writingaccordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of Certificates, 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 of Certificates. The preceding provisions of this Section 4.04 notwithstanding, the Certificate Registrar shall not register transfers or exchanges of Certificates for a period of fifteen (15) days preceding the Payment Date with respect to the Certificates. Notwithstanding anything contained herein to the contrary, neither the Certificate Registrar nor the Owner Trustee shall be responsible for ascertaining whether any transfer complies with the registration provisions or exemptions from the Securities Act of 1933, as amended, the Securities Act of 1934, as amended, applicable state securities law or the Investment Company Act of 1940, as amended; provided, however, that if an Investment Letter is specifically required to be delivered to the Owner Trustee by a purchaser or transferee of a Certificate, the Owner Trustee shall be under a duty to examine the same to determine whether it conforms to the form of Investment Letter set forth as Exhibit C hereto and shall promptly notify the party delivering the same if such Investment Letter does not so conform.
Appears in 3 contracts
Samples: Trust Agreement (JPMorgan Chase Bank, National Association), Trust Agreement (Chase Auto Owner Trust 2005-B), Trust Agreement (Chase Auto Owner Trust 2005-A)
Registration of Transfer and Exchange of Certificates. The (a) A registrar (the “Certificate Registrar Registrar”) shall keep or cause to be kept, at the office or agency maintained pursuant to Section 4.083.12, a register (the “Certificate Register Register”) in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The Owner Trustee U.S. Bank shall be the initial “Certificate Registrar. Upon any resignation of any Certificate Registrar, the Owner Trustee shall, upon receipt of written instructions from the Depositor, promptly appoint a successor thereto.” Upon
(b) Subject to Sections 3.05 and 3.09, upon surrender for registration of transfer of any Certificate at the office or agency maintained pursuant to Section 4.083.12, the Owner Trustee, upon the satisfaction of the conditions set forth in Section 4.09(c), Trustee shall execute, authenticate and deliver (or shall cause its authenticating agent to authenticate be authenticated and deliverdelivered), in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate Percentage Interest dated the date of authentication by the Owner Trustee or any authenticating agent. At the option of a Certificateholder, Certificates may be exchanged for other Certificates of authorized denominations of a like aggregate Percentage Interest upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 4.08. 3.12.
(c) Every Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the form of Transferor Certificate set forth as Exhibit D hereto, Registrar duly executed by the related Certificateholder or his such Certificateholder’s attorney duly authorized in writing. Each Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by the Certificate Registrar in accordance with its customary practice.
(d) No service charge shall be made for any registration of transfer or exchange of Certificates, 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 of Certificates. .
(e) The preceding provisions of this Section 4.04 notwithstanding, the Owner Trustee shall not make, and the Certificate Registrar shall not register transfers or exchanges of of, Certificates for a period of fifteen (15) 15 days preceding the Payment Date due date for any payment with respect to the Certificates. Notwithstanding anything contained herein .
(f) Each purchaser (including any transferee) of a Certificate must satisfy the transfer restrictions set forth in Section 3.05 and this Section and in the applicable transfer certificate attached to the contrary, neither the related Certificate Registrar nor the Owner Trustee Purchase Agreement. Each purchaser (including any transferee) of a Certificate shall be responsible for ascertaining whether any transfer complies with deemed by its acceptance of an ownership interest in a Certificate to have made the registration representations and warranties set forth under “Notice to Investors” in the Private Placement Memorandum.
(g) The provisions or exemptions from the Securities Act of 1933, as amended, the Securities Act of 1934, as amended, applicable state securities law or the Investment Company Act of 1940, as amended; provided, however, that if an Investment Letter is specifically required to be delivered this Section are exclusive and shall preclude (to the Owner Trustee by a purchaser or transferee of a Certificate, the Owner Trustee shall be under a duty to examine the same to determine whether it conforms extent lawful) all other rights and remedies with respect to the form transfer of Investment Letter set forth as Exhibit C hereto and shall promptly notify the party delivering the same if such Investment Letter does not so conformCertificates.
Appears in 3 contracts
Samples: Trust Agreement (California Republic Auto Receivables Trust 2016-1), Trust Agreement (California Republic Auto Receivables Trust 2016-1), Trust Agreement (California Republic Auto Receivables Trust 2015-3)
Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar Trustee shall keep or cause to be kept, kept at the office or agency to be maintained pursuant to by a transfer agent and certificate registrar (the "Transfer Agent and Certificate Registrar"), in accordance with the provisions of Section 4.089.7, a register (the "Certificate Register Register") in which, subject to such reasonable regulations as it may prescribe, the Transfer Agent and Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The Owner Trustee Certificate Register shall list the names of the Certificateholders and their respective ownership interests in the Trust, and shall be treated as definitive and binding for all purposes hereunder. Only those persons registered as Certificateholders in the initial “Certificate Register shall be recognized as having any interest in the Trust or Trust estate or as possessing the rights of a Certificateholder hereunder. A transfer of ownership of a Certificate shall be effectuated only by an appropriate entry in the Certificate Register. _________________ is hereby initially appointed Transfer Agent and Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. In the event that, subsequent to the date of issuance of the Certificates, the Trustee is unable to act as Transfer Agent and Certificate Registrar.” , the Trustee shall, with the consent of the Depositor, appoint another bank or trust company, having an office or agency located in New York City and which agrees to act in accordance with the provisions of this Agreement applicable to it, to act, as successor Transfer Agent and Certificate Registrar under this Agreement. _________________ shall be permitted to resign as Transfer Agent and Certificate Registrar upon 30 days' written notice to the Depositor and the Servicer; provided, however, that such resignation shall not be effective and _________________ shall continue to perform its duties as Transfer Agent and Certificate Registrar until the Trustee has appointed a successor Transfer Agent and Certificate Registrar with the consent of the Depositor. Upon surrender for registration of transfer of any Class A Certificate or Class B Certificate at the office or agency of the Transfer Agent and Certificate Registrar maintained pursuant to Section 4.089.7, the Owner TrusteeTransfer Agent and Certificate Registrar shall make an appropriate entry in the Certificate Register to reflect such transfer, upon and the satisfaction of the conditions set forth in Section 4.09(c), Trustee shall execute, authenticate and deliver (or shall cause its authenticating agent to authenticate if the Transfer Agent and Certificate Registrar is different than the Trustee, then the Transfer Agent and Certificate Registrar shall) deliver), in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations of a like Percentage Interest dated the date of authentication by the Owner Trustee or any authenticating agentaggregate amount. At the option of a Certificateholder, Class A Certificates or Class B Certificates may be exchanged for other Class A Certificates or Class B Certificates, as the case may be, in authorized denominations of a like Percentage Interest upon surrender of aggregate amount at such office or agency. Whenever any Class A Certificate or Class B Certificate is surrendered for exchange, the Trustee shall execute, authenticate and (if the Transfer Agent and Certificate Registrar is different than the Trustee, then the Transfer Agent and Certificate Registrar shall) deliver the Certificates which the Certificateholder making the exchange is entitled to be exchanged at the office or agency maintained pursuant to Section 4.08receive. Every Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the form of Transferor Trustee and the Transfer Agent and Certificate set forth as Exhibit D hereto, Registrar duly executed by the Certificateholder Holder, which signature on such assignment must be guaranteed by a member of the New York Stock Exchange or his attorney duly authorized a commercial bank or trust company. Each Certificate surrendered for registration of transfer or exchange shall be cancelled by the Transfer Agent and Certificate Registrar or retained in writingaccordance with its standard retention policy and disposed of or retained in a manner satisfactory to the Trustee and the Depositor. No service charge shall be made for any registration of transfer or exchange of Certificates, but the Owner Trustee or the Transfer Agent and 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 of Certificates. The preceding provisions of this Section 4.04 notwithstanding, the Certificate Registrar shall not register transfers or exchanges of Certificates for a period of fifteen (15) days preceding the Payment Date with respect to the Certificates. Notwithstanding anything contained herein to the contrary, neither the Certificate Registrar nor the Owner Trustee shall be responsible for ascertaining whether any transfer complies with the registration provisions or exemptions from the Securities Act of 1933, as amended, the Securities Act of 1934, as amended, applicable state securities law or the Investment Company Act of 1940, as amended; provided, however, that if an Investment Letter is specifically required to be delivered to the Owner Trustee by a purchaser or transferee of a Certificate, the Owner Trustee shall be under a duty to examine the same to determine whether it conforms to the form of Investment Letter set forth as Exhibit C hereto and shall promptly notify the party delivering the same if such Investment Letter does not so conform.
Appears in 3 contracts
Samples: Pooling and Servicing Agreement (Usaa Acceptance LLC), Pooling and Servicing Agreement (Usaa Acceptance LLC), Pooling and Servicing Agreement (Usaa Acceptance LLC)
Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 4.08its Corporate Trust Office, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar Issuer shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The Owner Trustee U.S. Bank National Association shall be 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 and the Certificateholders, to act as successor Certificate Registrar under this Agreement.”
(b) Upon surrender for registration of transfer of any Certificate at the Corporate Trust Office of the Certificate Registrar or other office or agency maintained pursuant to Section 4.083.07, the Owner Trustee, upon the satisfaction of the conditions set forth in Section 4.09(c), Trustee shall execute, authenticate and deliver (or 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 a like Percentage Interest aggregate amount dated the date of authentication by the Owner Trustee or any authenticating agent. At the option of a CertificateholderHolder, Certificates may be exchanged for other Certificates of authorized denominations of a like Percentage Interest aggregate amount upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 4.083.07. The preceding provisions of this Section notwithstanding, the Owner Trustee shall not make and the Certificate Registrar shall not register transfer or exchanges of Certificates for a period of 15 days preceding the due date for any payment with respect to the Certificates.
(c) Every Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the form of Transferor Owner Trustee and the Certificate set forth as Exhibit D hereto, Registrar duly executed by the related Certificateholder or his such Certificateholder’s attorney duly authorized in writing. Each Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by the Certificate Registrar in accordance with its customary practice. No transfer of a Certificate (or interest therein) to any transferee shall be made unless the Certificate Registrar shall have received:
(1) a certification letter from the transferee of such Certificate (or interest therein) substantially in the form of Exhibit B (except that any restriction or requirement described below may be removed or modified if the Depositor has received an opinion from a nationally recognized tax counsel (which, for the avoidance of doubt, may rely on reasonable representations of the applicable transferee or other applicable persons) that such restriction or requirement is not necessary to conclude that any such transfer will not cause any of the tax opinions that were rendered on the Closing Date to be inaccurate if rendered as of the transfer date and will not cause a material adverse effect on the U.S. federal income tax consequences to any Noteholder with respect to holding a Note) to the effect that:
(i) such transferee acknowledges that the Certificates have not been and will not be registered under the Securities Act or the securities law of any jurisdiction;
(ii) such transferee acknowledges that if in the future it decides to resell, assign, pledge or otherwise transfer any Certificates, such Certificates may be resold, assigned, pledged or transferred only (A) to a United States Person within the meaning of Section 7701(a)(30) of the Code and (B) (i) pursuant to an effective registration statement under the Securities Act or (ii) in a transaction exempt from the registration requirements of the Securities Act and other securities or “Blue Sky” laws;
(iii) such transferee (and, if different, the Certificate Owner) is not a Non-U.S. Person;
(iv) in the event of any subsequent transfer of a Certificate (or any interest therein), such transferee (and, if different, the Certificate Owner) shall comply with Section 1446(f) of the Code (including with respect to deducting and withholding from the purchase price paid in respect of such Certificate unless the transferee obtained a certificate providing for an exemption from such withholding);
(v) such transferee is not a Benefit Plan or any other employee benefit plan or arrangement that is subject to Similar Law;
(vi) after such transfer (or purported transfer), the Issuer would not have more than 95 direct or indirect beneficial owners of any interest in the Certificates;
(vii) no such transfer is effected through an established securities market or secondary market or substantial equivalent thereof within the meaning of Section 7704 of the Code or would make the Issuer ineligible for “safe harbor” treatment under Section 7704 of the Code;
(viii) it either (A) is not, and will not become, a partnership, Subchapter S corporation, grantor trust or an entity disregarded as a separate entity from any such entity for U.S. federal income tax purposes or (B) is such an entity, but (x) none of the direct or indirect beneficial owners of any of the interests in such transferee have allowed or caused, or will allow or cause, 50% or more (or such other percentage as the Depositor may establish prior to the time of such proposed transfer) of the value of such interests to be attributable to such transferee’s ownership of Certificates and (y) it is not and will not be a principal purpose of the arrangement involving such entity’s beneficial interest in any Certificates to permit any partnership to satisfy the 100 partner limitation of Treasury Regulation Section 1.7704-1(h)(1)(ii) necessary for such partnership not to be classified as a publicly traded partnership under the Code;
(ix) if such transferee is acquiring any Certificate (or interest therein) for the account of one or more Persons, (A) it shall provide to the Owner Trustee and the Depositor information as to the number of such Persons and any changes in the number of such Persons and (B) any such change in the number of Persons for whose account a Certificate is held shall require the written consent of the Depositor, which consent shall be granted unless the Depositor determines that such proposed change in number of Persons would create a risk that the Issuer would be classified for federal or any applicable state tax purposes as an association (or a publicly traded partnership) taxable as a corporation;
(x) such transferee understands that the Certificates will bear legends substantially as set forth in Section 3.09;
(xi) (A) such transferee shall provide to the Owner Trustee and the Depositor any further information required by the Issuer to comply with the Amended Partnership Audit Rules, including Section 6226(a) of the Amended Partnership Audit Rules and (B) if such transferee is not the Certificate Owner, such Certificate Owner shall provide to the Owner Trustee and the Depositor any further information required by the Issuer to comply with the Amended Partnership Audit Rules, including Section 6226(a) of the Amended Partnership Audit Rules and, to the extent necessary for the Issuer to make an election under Section 6226(a) of the Amended Partnership Audit Rules, hereby appoints the transferee as its agent for purposes of receiving any notifications or information pursuant to the notice requirements under Section 6226(a)(2) of the Amended Partnership Audit Rules;
(xii) no transfer of a Certificate (or interest therein) is permitted (nor shall a Certificate be so held) if (i) it causes the Issuer to be a Section 385 Controlled Partnership (i.e., 80 percent or more of the Issuer’s ownership interests are owned, directly or indirectly, by one or more members of a Section 385 Expanded Group) that has an expanded group partner (within the meaning of Treasury Regulation Section 1.385-3(g)(12)) which is a Domestic Corporation and (ii) either (x) a member of such Section 385 Expanded Group owns any Notes or (y) a Section 385 Controlled Partnership of such Section 385 Expanded Group owns any Notes (in the case of clause (x), unless such member, or in the case of clause (y), unless each member of the Section 385 Expanded Group that is a partner in such Section 385 Controlled Partnership is a member of the consolidated group (as described in Treasury Regulation section 1.1502-1(h)) which includes such Domestic Corporation) (for purposes of determining the Issuer’s ownership interests in this paragraph, taking any Retained Notes into account either as debt interests or ownership interests based on whichever treatment, if any, would result in the Issuer being treated as a Section 385 Controlled Partnership for purposes of applying this paragraph’s restriction (it being understood that if the Retained Notes are taken into account as ownership interests for this purpose then the Retained Notes are not also considered Notes for the Note ownership restriction of this paragraph));
(xiii) no transfer of a Certificate (or interest therein) shall be permitted (nor shall a Certificate be so held) if (i) it results in the Issuer becoming disregarded as an entity separate for U.S. federal income tax purposes from a Domestic Corporation and (ii) either (x) a member of a Section 385 Expanded Group that includes such Domestic Corporation owns any Notes or (y) a Section 385 Controlled Partnership of such Section 385 Expanded Group owns any Notes (in the case of clause (x), unless such member, or in the case of clause (y), unless each member of the Section 385 Expanded Group that is a partner in such Section 385 Controlled Partnership is a member of the consolidated group (as described in Treasury Regulation section 1.1502-1(h)) which includes such Domestic Corporation) (for purposes of determining the Issuer’s ownership interests in this paragraph, taking any Retained Notes into account either as debt interests or ownership interests based on whichever treatment, if any, would result in the Issuer being treated as a disregarded entity for purposes of applying this paragraph’s restriction (it being understood that if the Retained Notes are taken into account as ownership interests for this purpose then the Retained Notes are not also considered Notes for the Note ownership restriction of this paragraph));
(xiv) no transfer of the Certificates (or any interest therein) is a transfer of a Certificate (or any interest therein) with a Certificate Balance of less than 2.1% of the entire Certificate Balance; and
(xv) any attempted transfer that would cause the number of direct or indirect beneficial owners of Certificates in the aggregate to exceed 95 or otherwise cause the Issuer to become a publicly traded partnership for income tax purposes shall be a void transfer.
(2) a representation from the transferor of such Certificate substantially in the form of Exhibit C; and
(3) an Opinion of Counsel 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, on behalf of, or utilizing the assets of a Benefit Plan or any other employee benefit plan or arrangement that is subject to Similar Law shall be void and of no effect. To the extent permitted under applicable law (including, but not limited to, ERISA), neither the Owner Trustee nor the Certificate Registrar shall be under any liability to any Person for any registration of transfer of any Certificate that is 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 shall be made for any registration of transfer or exchange of Certificates, 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 of Certificates. The preceding provisions of this Section 4.04 notwithstanding, the Certificate Registrar shall not register transfers or exchanges of Certificates for a period of fifteen (15) days preceding the Payment Date with respect to the Certificates. Notwithstanding anything contained herein to the contrary, neither the Certificate Registrar nor the Owner Trustee shall be responsible for ascertaining whether any transfer complies with the registration provisions or exemptions from the Securities Act of 1933, as amended, the Securities Act of 1934, as amended, applicable state securities law or the Investment Company Act of 1940, as amended; provided, however, that if an Investment Letter is specifically required to be delivered to the Owner Trustee by a purchaser or transferee of a Certificate, the Owner Trustee shall be under a duty to examine the same to determine whether it conforms to the form of Investment Letter set forth as Exhibit C hereto and shall promptly notify the party delivering the same if such Investment Letter does not so conform.
Appears in 2 contracts
Samples: Trust Agreement (Nissan Auto Receivables Corp Ii), Trust Agreement (Nissan Auto Receivables Corp Ii)
Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 4.083.05, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar [___________] shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The Owner Trustee [___________] shall be 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 at the office or agency maintained pursuant to Section 4.083.05, the Owner Trustee, upon the satisfaction of the conditions set forth in Section 4.09(c), Trustee shall execute, authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Certificates of a like Percentage Interest dated the date of authentication by the Owner Trustee or any authenticating agent. At the option of a CertificateholderHolder, Certificates may be exchanged for other Certificates of a like Percentage Interest upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 4.083.05. The preceding provisions of this Section notwithstanding, the Owner Trustee shall not make and the Certificate Registrar shall not register transfer or exchanges of Certificates for a period of 15 days preceding the due date for any payment with respect to the Certificates.
(c) Every Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the form of Transferor Owner Trustee and the Certificate set forth as Exhibit D hereto, Registrar duly executed by the Certificateholder Holder or his attorney duly authorized in writing. 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 shall be made for any registration of transfer or exchange of Certificates, 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 of Certificates. The preceding provisions of this Section 4.04 notwithstanding, the Certificate Registrar shall not register transfers or exchanges of Certificates for a period of fifteen (15) days preceding the Payment Date with respect to the Certificates. Notwithstanding anything contained herein to the contrary, neither the Certificate Registrar nor the Owner Trustee shall be responsible for ascertaining whether any transfer complies with the registration provisions or exemptions from the Securities Act of 1933, as amended, the Securities Act of 1934, as amended, applicable state securities law or the Investment Company Act of 1940, as amended; provided, however, that if an Investment Letter is specifically required to be delivered to the Owner Trustee by a purchaser or transferee of a Certificate, the Owner Trustee shall be under a duty to examine the same to determine whether it conforms to the form of Investment Letter set forth as Exhibit C hereto and shall promptly notify the party delivering the same if such Investment Letter does not so conform.
Appears in 2 contracts
Samples: Trust Agreement (Toyota Auto Finance Receivables LLC), Trust Agreement (Toyota Auto Finance Receivables LLC)
Registration of Transfer and Exchange of Certificates. The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 4.08, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The Owner Trustee shall be the initial “"Certificate Registrar.” " Upon surrender for registration of transfer of any Certificate at the office or agency maintained pursuant to Section 4.08, the Owner Trustee, upon the satisfaction of the conditions set forth in Section 4.09(c), shall execute, authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Certificates of a like Percentage Interest dated the date of authentication by the Owner Trustee or any authenticating agent. At the option of a Certificateholder, Certificates may be exchanged for other Certificates of a like Percentage Interest upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 4.08. Every Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form, attached to the form of Transferor Certificate set forth attached hereto as Exhibit D heretoA, or such other form satisfactory to the Note Insurer, or, upon the occurrence and continuation of a Note Insurer Default, satisfaction of the Rating Agency Condition, duly executed by the Certificateholder or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Certificates, 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 of Certificates. The preceding provisions of this Section 4.04 notwithstanding, the Certificate Registrar shall not register transfers or exchanges of Certificates for a period of fifteen (15) days preceding the Payment Date with respect to the Certificates. Notwithstanding anything contained herein to the contrary, neither the Certificate Registrar nor the Owner Trustee shall be responsible for ascertaining whether any transfer complies with the registration provisions or exemptions from the Securities Act of 1933, as amended, the Securities Act of 1934, as amended, applicable state securities law or the Investment Company Act of 1940, as amended; provided, however, that if an Investment Letter is specifically required to be delivered to the Owner Trustee by a purchaser or transferee of a Certificate, the Owner Trustee shall be under a duty to examine the same to determine whether it conforms to the form of Investment Letter set forth as Exhibit C hereto and shall promptly notify the party delivering the same if such Investment Letter does not so conform.
Appears in 2 contracts
Samples: Trust Agreement (Accredited Home Lenders Accredited Mort Loan Trust 2002-2), Trust Agreement (Accred Home LNDRS Inc Ac Mor Ln Tr 2002-1 as Bk Nt Se 2002-1)
Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 4.08its Corporate Trust Office, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar Issuer shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The Owner Trustee U.S. Bank National Association shall be 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 and the Certificateholders, to act as successor Certificate Registrar under this Agreement.”
(b) Upon surrender for registration of transfer of any Certificate at the Corporate Trust Office of the Certificate Registrar or other office or agency maintained pursuant to Section 4.083.07, the Owner Trustee, upon the satisfaction of the conditions set forth in Section 4.09(c), Trustee shall execute, authenticate and deliver (or 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 a like Percentage Interest aggregate amount dated the date of authentication by the Owner Trustee or any authenticating agent. At the option of a CertificateholderHolder, Certificates may be exchanged for other Certificates of authorized denominations of a like Percentage Interest aggregate amount upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 4.083.07. The preceding provisions of this Section notwithstanding, the Owner Trustee shall not make and the Certificate Registrar shall not register transfer or exchanges of Certificates for a period of 15 days preceding the due date for any payment with respect to the Certificates.
(c) Every Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the form of Transferor Owner Trustee and the Certificate set forth as Exhibit D hereto, Registrar duly executed by the related Certificateholder or his such Certificateholder’s attorney duly authorized in writingwriting and accompanied by IRS Form X-0 XXX, X-0XXX-X, X-0XXX or W-9, as applicable, and such other documentation as may be required by the Owner Trustee in order to comply with applicable law, including the Customer Identification Program requirements established under the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Title III of Pub. L. 107 56 (signed into law October 26, 2001) and its implementing regulations, the Financial Crimes Enforcement Network’s Customer Due Diligence Requirements and such other laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions (“Applicable Law”). Pursuant to Applicable Law, the Owner Trustee is required to obtain on or before closing, and from time to time thereafter, documentation to verify and record information that identifies each Person who opens an account. For a non-individual Person such 6 (NAROT 2019-A Amended & Restated Trust Agreement) as a business entity, a charity, a trust or other legal entity, the Owner Trustee will ask for documentation to verify the entity’s formation and existence, its financial statements, licenses, tax identification documents, identification and authorization documents from individuals claiming authority to represent the entity and other relevant documentation and information (including beneficial owners of such entities). To the fullest extent permitted by Applicable Law, the Owner Trustee may conclusively rely on, and shall be fully protected and indemnified in relying on, any such information received. No service charge transfer will be effectuated hereunder unless the Owner Trustee has received the transfer documentation required hereunder. Failure to provide such information may result in an inability of the Owner Trustee to perform its obligations hereunder, which, at the sole option of the Owner Trustee, may result in the Owner Trustee’s resignation in accordance with the terms hereof. Further, the parties hereto agree that for purposes of Applicable Law, (a) each Certificateholder owning twenty five percent (25%) or more of the beneficial interest in the Issuer is and shall be made deemed to be the beneficial owners of the Issuer for any purposes of providing the information required under Applicable Law, and (b) each such Certificateholder is and shall deemed to be the parties with the power and authority to control the Issuer. Each Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of Certificates, but the Owner Trustee or by the Certificate Registrar may require payment in accordance with its customary practice. No transfer of a sum sufficient Certificate (or interest therein) to cover any tax or governmental charge that may transferee shall be imposed in connection with any transfer or exchange of Certificates. The preceding provisions of this Section 4.04 notwithstanding, made unless the Certificate Registrar shall have received:
(1) a certification letter from the transferee of such Certificate (or interest therein) substantially in the form of Exhibit B (except that any restriction or requirement described below may be removed or modified if the Depositor has received an opinion from a nationally recognized tax counsel (which, for the avoidance of doubt, may rely on reasonable representations of the applicable transferee or other applicable persons) that such restriction or requirement is not register transfers or exchanges necessary to conclude that any such transfer will not cause any of Certificates for the tax opinions that were rendered on the Closing Date to be inaccurate if rendered as of the transfer date and will not cause a period of fifteen (15) days preceding material adverse effect on the Payment Date U.S. federal income tax consequences to any Noteholder with respect to the Certificates. Notwithstanding anything contained herein holding a Note) to the contrary, neither effect that:
(i) such transferee acknowledges that the Certificate Registrar nor the Owner Trustee shall Certificates have not been and will not be responsible for ascertaining whether any transfer complies with the registration provisions or exemptions from registered under the Securities Act or the securities law of 1933any jurisdiction;
(ii) such transferee acknowledges that if in the future it decides to resell, as amendedassign, pledge or otherwise transfer any Certificates, such Certificates may be resold, assigned, pledged or transferred only (A) to a United States person within the meaning of Section 7701(a)(30) of the Code and (B) (i) pursuant to an effective registration statement under the Securities Act or (ii) in a transaction exempt from the registration requirements of 1934the Securities Act and other securities or “Blue Sky” laws;
(iii) such transferee (and, as amendedif different, applicable state securities law or the Investment Company Act Certificate Owner) is not a Non-U.S. Person;
(iv) in the event of 1940, as amended; provided, however, that if an Investment Letter is specifically required to be delivered to the Owner Trustee by a purchaser or transferee any subsequent transfer of a CertificateCertificate (or any interest therein), such transferee (and, if different, the Owner Trustee Certificate Owner) shall be under comply with Section 1446(f) of the Code (including with respect to deducting and withholding from the purchase price paid in respect of such Certificate unless the transferee obtained a duty to examine the same to determine whether it conforms to the form of Investment Letter set forth as Exhibit C hereto and shall promptly notify the party delivering the same if certificate providing for an exemption from such Investment Letter does not so conform.withholding);
Appears in 2 contracts
Samples: Trust Agreement (Nissan Auto Receivables 2019-a Owner Trust), Trust Agreement (Nissan Auto Receivables 2019-a Owner Trust)
Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 4.08its Corporate Trust Office, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar Issuer shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The Owner Trustee U.S. Bank National Association shall be 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 and the Certificateholders, to act as successor Certificate Registrar under this Agreement.”
(b) Upon surrender for registration of transfer of any Certificate at the Corporate Trust Office of the Certificate Registrar or other office or agency maintained pursuant to Section 4.083.07, the Owner Trustee, upon the satisfaction of the conditions set forth in Section 4.09(c), Trustee shall execute, authenticate and deliver (or 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 a like Percentage Interest aggregate amount dated the date of authentication by the Owner Trustee or any authenticating agent. At the option of a CertificateholderHolder, Certificates may be exchanged for other Certificates of authorized denominations of a like Percentage Interest aggregate amount upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 4.083.07. The preceding provisions of this Section notwithstanding, the Owner Trustee shall not make and the Certificate Registrar shall not register transfer or exchanges of Certificates for a period of 15 days preceding the due date for any payment with respect to the Certificates.
(c) Every Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the form of Transferor Owner Trustee and the Certificate set forth as Exhibit D hereto, Registrar duly executed by the related Certificateholder or his such Certificateholder’s attorney duly authorized in writingwriting and accompanied by IRS Form W-8BEN, W-8BEN-E, W-8ECI or W-9, as applicable, and such other documentation as may be required by the Owner Trustee in order to comply with applicable law, including the Customer Identification Program requirements established under the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Title III of Pub. L. 107-56 (signed into law October 26, 2001) and its implementing regulations, the Financial Crimes Enforcement Network’s Customer Due Diligence Requirements and such other laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions (“Applicable Law”). Pursuant to Applicable Law, the Owner Trustee is required to obtain on or before closing, and from time to time thereafter, documentation to verify and record information that identifies each Person who opens an account. For a non-individual Person such 6 (NAROT 2019-C Amended & Restated Trust Agreement) as a business entity, a charity, a trust or other legal entity, the Owner Trustee will ask for documentation to verify the entity’s formation and existence, its financial statements, licenses, tax identification documents, identification and authorization documents from individuals claiming authority to represent the entity and other relevant documentation and information (including beneficial owners of such entities). To the fullest extent permitted by Applicable Law, the Owner Trustee may conclusively rely on, and shall be fully protected and indemnified in relying on, any such information received. No service charge transfer will be effectuated hereunder unless the Owner Trustee has received the transfer documentation required hereunder. Failure to provide such information may result in an inability of the Owner Trustee to perform its obligations hereunder, which, at the sole option of the Owner Trustee, may result in the Owner Trustee’s resignation in accordance with the terms hereof. Further, the parties hereto agree that for purposes of Applicable Law, (a) each Certificateholder owning twenty five percent (25%) or more of the beneficial interest in the Issuer is and shall be made deemed to be the beneficial owners of the Issuer for any purposes of providing the information required under Applicable Law, and (b) each such Certificateholder is and shall deemed to be the parties with the power and authority to control the Issuer. Each Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of Certificates, but the Owner Trustee or by the Certificate Registrar may require payment in accordance with its customary practice. No transfer of a sum sufficient Certificate (or interest therein) to cover any tax or governmental charge that may transferee shall be imposed in connection with any transfer or exchange of Certificates. The preceding provisions of this Section 4.04 notwithstanding, made unless the Certificate Registrar shall have received:
(1) a certification letter from the transferee of such Certificate (or interest therein) substantially in the form of Exhibit B (except that any restriction or requirement described below may be removed or modified if the Depositor has received an opinion from nationally recognized tax counsel (which, for the avoidance of doubt, may rely on reasonable representations of the applicable transferee or other applicable persons) that such restriction or requirement is not register transfers or exchanges necessary to conclude that any such transfer will not cause any of Certificates for the tax opinions that were rendered on the Closing Date to be inaccurate if rendered as of the transfer date and will not cause a period of fifteen (15) days preceding material adverse effect on the Payment Date U.S. federal income tax consequences to any Noteholder with respect to the Certificates. Notwithstanding anything contained herein holding a Note) to the contrary, neither effect that:
(i) such transferee acknowledges that the Certificate Registrar nor the Owner Trustee shall Certificates have not been and will not be responsible for ascertaining whether any transfer complies with the registration provisions or exemptions from registered under the Securities Act or the securities law of 1933any jurisdiction;
(ii) such transferee acknowledges that if in the future it decides to resell, as amendedassign, pledge or otherwise transfer any Certificates, such Certificates may be resold, assigned, pledged or transferred only (A) to a United States person within the meaning of Section 7701(a)(30) of the Code and (B) (i) pursuant to an effective registration statement under the Securities Act or (ii) in a transaction exempt from the registration requirements of 1934the Securities Act and other securities or “Blue Sky” laws;
(iii) such transferee (and, as amendedif different, applicable state securities law or the Investment Company Act Certificate Owner) is not a Non-U.S. Person;
(iv) in the event of 1940, as amended; provided, however, that if an Investment Letter is specifically required to be delivered to the Owner Trustee by a purchaser or transferee any subsequent transfer of a CertificateCertificate (or any interest therein), such transferee (and, if different, the Owner Trustee Certificate Owner) shall be under comply with Section 1446(f) of the Code (including with respect to deducting and withholding from the purchase price paid in respect of such Certificate unless the transferee obtained a duty to examine the same to determine whether it conforms to the form of Investment Letter set forth as Exhibit C hereto and shall promptly notify the party delivering the same if certificate providing for an exemption from such Investment Letter does not so conform.withholding);
Appears in 2 contracts
Samples: Trust Agreement (Nissan Auto Receivables 2019-C Owner Trust), Trust Agreement (Nissan Auto Receivables 2019-C Owner Trust)
Registration of Transfer and Exchange of Certificates. The Certificate Registrar (a) At all times during the term of this Agreement, there shall keep or cause to be kept, maintained at the office or agency maintained pursuant to Section 4.08, of the Certificate Registrar a Certificate Register in which, subject to such reasonable regulations as it the Certificate Registrar may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. LaSalle Bank National Association, located at 135 South LaSalle Street, Suite 1625, Chicago, Illinois 60603 - J.P. Moxxxx 0000-XXX00, xx xxxxxx xxxxxxxxx xxxxxxxxx Xxxxxxxxxxx Xxgisxxxx xxx xxe purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Owner Trustee Certificate Registrar may appoint, by a written instrument delivered to the Depositor, the Trustee, the Special Servicer and the Master Servicer, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe; provided that the predecessor Certificate Registrar shall not be the initial “Certificate Registrar.” Upon surrender for registration of transfer relieved of any Certificate at the office of its duties or agency maintained pursuant to Section 4.08responsibilities hereunder by reason of such appointment. The Depositor, the Owner Trustee, the Master Servicer and the Special Servicer shall have the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, and to rely conclusively upon the satisfaction a certificate of the conditions Certificate Registrar as to the information set forth in Section 4.09(cthe Certificate Register. The names and addresses of all Certificateholders and the names and addresses of the transferees of any Certificates shall be registered in the Certificate Register; provided, however, in no event shall the Certificate Registrar be required to maintain in the Certificate Register the names of Certificate Owners. The Person in whose name any Certificate is so registered shall be deemed and treated as the sole owner and Holder thereof for all purposes of this Agreement and the Certificate Registrar, the Master Servicer, the Trustee, the Special Servicer and any agent of any of them shall not be affected by any notice or knowledge to the contrary. A Definitive Certificate is transferable or exchangeable only upon the surrender of such Certificate to the Certificate Registrar at its office maintained at LaSalle Bank National Association, located at 135 South LaSalle Street, Suite 1625, Chicago, Illinois 60603, Attentiox: Xxxxxx Xxxxxxxxxx xxx Xxxxx Xxxxxxxx - X.X. Xxxxxx 0000-XXP11 (the "Registrar Office") together with an assignxxxx xxx xxansfer (executed by the Holder or his duly authorized attorney). Subject to the requirements of Sections 5.02(b), shall execute, authenticate (c) and deliver (or shall cause its authenticating agent to authenticate and deliverd), the Certificate Registrar shall execute and the Authenticating Agent shall duly authenticate in the name of the designated transferee or transferees, one or more new Certificates in Denominations of a like Percentage Interest dated aggregate Denomination as the date of authentication Definitive Certificate being surrendered. Such Certificates shall be delivered by the Owner Trustee or any authenticating agentCertificate Registrar in accordance with Section 5.02(e). At the option of a Certificateholder, Certificates may be exchanged for other Certificates of a like Percentage Interest upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 4.08. Every Each Certificate presented or surrendered for registration of transfer or exchange shall be accompanied canceled, and the Certificate Registrar shall hold such canceled Certificates in accordance with its standard procedures.
(b) No transfer of any Non-Registered Certificate shall be made unless that transfer is made pursuant to an effective registration statement under the Securities 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. If a transfer (other than one by the Depositor to an Affiliate thereof or by the Initial Purchasers to American Capital Strategies, Ltd.) is to be made in reliance upon an exemption from the Securities Act, and under the applicable state securities laws, then either:
(i) Rule 144A Book-Entry Certificate to Regulation S Book-Entry Certificate During the Restricted Period. If, during the Restricted Period, a written instrument Certificate Owner of an interest in a Rule 144A Book-Entry Certificate wishes at any time to transfer its beneficial interest in such Rule 144A Book-Entry Certificate to a Person who wishes to take delivery thereof in the form of Transferor a beneficial interest in a Regulation S Book-Entry Certificate, such Certificate set forth as Exhibit D heretoOwner may, duly executed in addition to complying with all applicable rules and procedures of the Depository and Clearstream or Euroclear applicable to transfers by their respective participants (the Certificateholder or his attorney duly authorized in writing. No service charge shall be made for any registration of "Applicable Procedures"), transfer or exchange cause the transfer of Certificates, but such beneficial interest for an equivalent beneficial interest in the Owner Trustee or Regulation S Book-Entry Certificate only upon compliance with 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 of Certificates. The preceding provisions of this Section 4.04 notwithstanding5.02(b)(i). Upon receipt by the Certificate Registrar at its Registrar Office of (1) written instructions given in accordance with the Applicable Procedures from a Depository Participant directing the Certificate Registrar to credit or cause to be credited to another specified Depository Participant's account a beneficial interest in the Regulation S Book-Entry Certificate in an amount equal to the Denomination of the beneficial interest in the Rule 144A Book-Entry Certificate to be transferred, (2) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Depository Participant (and the Euroclear or Clearstream account, as the case may be) to be credited with, and the account of the Depository Participant to be debited for, such beneficial interest, and (3) a certificate in the form of Exhibit K hereto given by the Certificate Owner that is transferring such interest, the Certificate Registrar, as custodian of the Book-Entry Certificates shall reduce the Denomination of the Rule 144A Book-Entry Certificate by the Denomination of the beneficial interest in the Rule 144A Book-Entry Certificate to be so transferred and, concurrently with such reduction, increase the Denomination of the Regulation S Book-Entry Certificate by the Denomination of the beneficial interest in the Rule 144A Book-Entry Certificate to be so transferred, and credit or cause to be credited to the account of the Person specified in such instructions (who shall be a Depository Participant acting for or on behalf of Euroclear or Clearstream, or both, as the case may be) a beneficial interest in the Regulation S Book-Entry Certificate having a Denomination equal to the amount by which the Denomination of the Rule 144A Book-Entry Certificate was reduced upon such transfer.
(ii) Rule 144A Book-Entry Certificate to Regulation S Book-Entry Certificate After the Restricted Period. If, after the Restricted Period, a Certificate Owner of an interest in a Rule 144A Book-Entry Certificate wishes at any time to transfer its beneficial interest in such Rule 144A Book-Entry Certificate to a Person who wishes to take delivery thereof in the form of a beneficial interest in a Regulation S Book-Entry Certificate, such holder may, in addition to complying with all Applicable Procedures, transfer or cause the transfer of such beneficial interest for an equivalent beneficial interest in a Regulation S Book-Entry Certificate only upon compliance with the provisions of this Section 5.02(b)(ii). Upon receipt by the Certificate Registrar at its Registrar Office of (1) written instructions given in accordance with the Applicable Procedures from a Depository Participant directing the Certificate Registrar to credit or cause to be credited to another specified Depository Participant's account a beneficial interest in the Regulation S Book-Entry Certificate in an amount equal to the Denomination of the beneficial interest in the Rule 144A Book-Entry Certificate to be transferred, (2) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Depository Participant (and, in the case of a transfer pursuant to and in accordance with Regulation S, the Euroclear or Clearstream account, as the case may be) to be credited with, and the account of the Depository Participant to be debited for, such beneficial interest, and (3) a certificate in the form of Exhibit M hereto given by the Certificate Owner that is transferring such interest, the Certificate Registrar as custodian of the Book-Entry Certificates shall not register transfers reduce the Denomination of the Rule 144A Book-Entry Certificate by the aggregate Denomination of the beneficial interest in the Rule 144A Book-Entry Certificate to be so transferred and, concurrently with such reduction, increase the Denomination of the Regulation S Book-Entry Certificate by the aggregate Denomination of the beneficial interest in the Rule 144A Book-Entry Certificate to be so transferred, and credit or exchanges cause to be credited to the account of Certificates the Person specified in such instructions (who shall be a Depository Participant acting for or on behalf of Euroclear or Clearstream, or both, as the case may be) a period beneficial interest in the Regulation S Book-Entry Certificate having a Denomination equal to the amount by which the Denomination of fifteen the Rule 144A Book-Entry Certificate was reduced upon such transfer.
(15iii) days preceding Regulation S Book-Entry Certificate to Rule 144A Book-Entry Certificate. If the Payment Date Certificate Owner of an interest in a Regulation S Book-Entry Certificate wishes at any time to transfer its beneficial interest in such Regulation S Book-Entry Certificate to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Rule 144A Book-Entry Certificate, such holder may, in addition to complying with all Applicable Procedures, transfer or cause the transfer of such beneficial interest for an equivalent beneficial interest in the Rule 144A Book-Entry Certificate only upon compliance with the provisions of this Section 5.2(b)(iii). Upon receipt by the Certificate Registrar at its Registrar Office of (1) written instructions given in accordance with the Applicable Procedures from a Depository Participant directing the Certificate Registrar to credit or cause to be credited to another specified Depository Participant's account a beneficial interest in the Rule 144A Book-Entry Certificate in an amount equal to the Denomination of the beneficial interest in the Regulation S Book-Entry Certificate to be transferred, (2) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Depository Participant to be credited with, and the account of the Depository Participant (or, if such account is held for Euroclear or Clearstream, the Euroclear or Clearstream account, as the case may be) to be debited for such beneficial interest, and (3) with respect to the Certificates. Notwithstanding anything contained herein to the contrary, neither the Certificate Registrar nor the Owner Trustee shall be responsible for ascertaining whether any a transfer complies with the registration provisions or exemptions from the Securities Act of 1933, as amended, the Securities Act of 1934, as amended, applicable state securities law or the Investment Company Act of 1940, as amended; provided, however, that if an Investment Letter is specifically required to be delivered to the Owner Trustee by a purchaser or transferee of a Certificatebeneficial interest in the Regulation S Book-Entry Certificate for a beneficial interest in the related Rule 144A Book-Entry Certificate (i) during the Restricted Period, the Owner Trustee shall be under a duty to examine the same to determine whether it conforms to certificate in the form of Exhibit N hereto given by the Certificate Owner, or (ii) after the Restricted Period, an Investment Representation Letter set forth as in the form of Exhibit C attached hereto from the transferee to the effect that such transferee is a Qualified Institutional Buyer (an "Investment Representation Letter"), the Certificate Registrar, as custodian of the Book-Entry Certificates, shall reduce the Denomination of the Regulation S Book-Entry Certificate by the Denomination of the beneficial interest in the Regulation S Book-Entry Certificate to be transferred, and, concurrently with such reduction, increase the Denomination of the Rule 144A Book-Entry Certificate by the aggregate Denomination of the beneficial interest in the Regulation S Book-Entry Certificate to be so transferred, and credit or cause to be credited to the account of the Person specified in such instructions (who shall promptly notify be a Depository Participant acting for or on behalf of Euroclear or Clearstream, or both, as the party delivering case may be) a beneficial interest in the same if Rule 144A Book-Entry Certificate having a Denomination equal to the amount by which the Denomination of the Regulation S Book-Entry Certificate was reduced upon such Investment Letter does not so conformtransfer.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2007-Ldp11), Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2007-Ldp11)
Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar shall Titling Trustee will keep or cause to be kept, at the office or agency maintained pursuant to Section 4.085.5, a register (the “Certificate Register in whichResister”) that, subject to such reasonable regulations as it may prescribe, the Certificate Registrar shall Titling Trustee will provide for the registration of Certificates and of transfers and exchanges of Certificates as herein providedCertificates. The Owner Titling Trustee shall be will not register any transfer, sale, assignment, hypothecation, pledge or other conveyance of any Certificate unless the initial “request for such transfer, sale, assignment, hypothecation, pledge or other conveyance is accompanied by either (i) in the case of a conveyance that constitutes a Registered Pledge, a Notice of Registered Pledge and the other documentation required under Section 5.4(e) and Section 5.4(f) or (ii) in the case of any other conveyance of a Certificate Registrarsubject to a Registered Pledge, evidence that the related Registered Pledgees have consented to such conveyance.”
(b) Upon surrender for registration of transfer of any Certificate to the Titling Trustee at the office or agency maintained pursuant to Section 4.08its Corporate Trust Office, the Owner Trustee, upon the satisfaction an Authorized Officer of the conditions set forth in Section 4.09(c), shall Titling Trustee will execute, authenticate and deliver (or shall cause its authenticating agent to authenticate authenticate, and deliver), in the name of the designated transferee or transferees, one or more new Certificates of in a like Percentage Interest aggregate amount dated the date of authentication by the Owner Trustee or any authenticating agent. At the option of a Certificateholder, Certificates may be exchanged for other Certificates of a like Percentage Interest upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 4.08. Titling Trustee.
(c) Every Certificate presented or surrendered for registration of transfer or exchange shall will be accompanied by a written an instrument of transfer or exchange in form satisfactory to the form of Transferor Certificate set forth as Exhibit D hereto, Titling Trustee duly executed by the Certificateholder or his attorney duly authorized Holder, including, with respect to any Certificate subject to a Registered Pledge, the documentation described in writingSection 5.4(a)(ii). Each Certificate surrendered for registration of transfer and exchange will be canceled and subsequently disposed of by the Titling Trustee.
(d) No service charge shall will be made for any registration of transfer or exchange of Certificates, but the Owner Titling 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 of Certificates.
(e) Except to the extent specified in this Titling Trust Agreement or in the related Servicing Agreement, Certificates may be assigned, pledged or otherwise transferred. The preceding provisions However, the Certificates may be assigned, pledged or otherwise transferred only upon delivery of an Opinion of Counsel addressed to the Titling Trust Administrator, the Titling Trustee and the Titling Trust that such assignment, pledge or transfer will not cause the Titling Trust to be classified as an association (or publicly traded partnership) taxable as a corporation for U.S. federal income tax purposes. Any attempted assignment, pledge, or other transfer in violation of this Section 4.04 notwithstanding5.4(e) will be void ab initio. In addition, the Certificate Registrar shall not register transfers each assignee, pledgee or exchanges of Certificates for a period of fifteen (15) days preceding the Payment Date other transferee must, prior to or contemporaneously with respect to the Certificates. Notwithstanding anything contained herein to the contraryany such assignment, neither the Certificate Registrar nor the Owner Trustee shall be responsible for ascertaining whether any transfer complies with the registration provisions pledge or exemptions from the Securities Act of 1933other transfer, as amended, the Securities Act of 1934, as amended, applicable state securities law or the Investment Company Act of 1940, as amended; provided, however, that if an Investment Letter is specifically required to be delivered to the Owner Trustee by a purchaser or transferee of a Certificate, the Owner Trustee shall be under a duty to examine the same to determine whether it conforms to the form of Investment Letter set forth as Exhibit C hereto and shall promptly notify the party delivering the same if such Investment Letter does not so conform.execute
Appears in 2 contracts
Samples: Trust Agreement (World Omni LT), Trust Agreement (World Omni LT)
Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 4.08its Corporate Trust Office, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar Issuer shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The Owner Trustee U.S. Bank National Association shall be 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 and the Certificateholders, to act as successor Certificate Registrar under this Agreement.”
(b) Upon surrender for registration of transfer of any Certificate at the Corporate Trust Office of the Certificate Registrar or other office or agency maintained pursuant to Section 4.083.07, the Owner Trustee, upon the satisfaction of the conditions set forth in Section 4.09(c), Trustee shall execute, authenticate and deliver (or 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 a like Percentage Interest aggregate amount dated the date of authentication by the Owner Trustee or any authenticating agent. At the option of a CertificateholderHolder, Certificates may be exchanged for other Certificates of authorized denominations of a like Percentage Interest aggregate amount upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 4.083.07. The preceding provisions of this Section notwithstanding, the Owner Trustee shall not make and the Certificate Registrar shall not register transfer or exchanges of Certificates for a period of 15 days preceding the due date for any payment with respect to the Certificates.
(c) Every Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the form of Transferor Owner Trustee and the Certificate set forth as Exhibit D hereto, Registrar duly executed by the related Certificateholder or his such Certificateholder’s attorney duly authorized in writing. No service charge shall be made Each Certificate surrendered for any registration of transfer or exchange shall be cancelled and subsequently disposed of Certificates, but the Owner Trustee or by the Certificate Registrar may require payment in accordance with its customary practice. No transfer of a sum sufficient Certificate (or interest therein) to cover any tax or governmental charge that may transferee shall be imposed in connection with any transfer or exchange of Certificates. The preceding provisions of this Section 4.04 notwithstanding, made unless the Certificate Registrar shall not register transfers have received:
(1) a certification letter from the transferee of such Certificate (or exchanges interest therein) substantially in the form of Certificates for a period of fifteen (15) days preceding the Payment Date with respect Exhibit B to the Certificates. Notwithstanding anything contained herein to effect that:
(i) such transferee acknowledges that the contrary, neither the Certificate Registrar nor the Owner Trustee shall Certificates have not been and will not be responsible for ascertaining whether any transfer complies with the registration provisions or exemptions from registered under the Securities Act of 1933, as amended, or the Securities Act of 1934, as amended, applicable state securities law or the Investment Company Act of 1940, as amended; provided, however, that if an Investment Letter is specifically required to be delivered to the Owner Trustee by a purchaser or transferee of a Certificate, the Owner Trustee shall be under a duty to examine the same to determine whether it conforms to the form of Investment Letter set forth as Exhibit C hereto and shall promptly notify the party delivering the same if such Investment Letter does not so conform.any jurisdiction;
Appears in 2 contracts
Samples: Trust Agreement (Nissan Auto Receivables 2016-B Owner Trust), Trust Agreement (Nissan Auto Receivables 2016-B Owner Trust)
Registration of Transfer and Exchange of Certificates. (1) Xxxxx Fargo Bank, National Association, as Indenture Trustee, agrees to act as initial Certificate Registrar under this Agreement.
(2) The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to this Section 4.083.4(a), a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers Transfers and exchanges of Certificates as herein provided. The No Transfer of a Certificate shall be recognized except upon registration of such Transfer in the Certificate Register. Promptly upon the Board’s, or the Owner Trustee’s request therefor, (a) the Certificate Registrar shall provide to the Board and the Owner Trustee a true and complete copy of the Certificate Register, and (b) the Certificate Registrar shall be provide to the initial “Board and the Owner Trustee such information regarding the Certificates and the Certificateholders as is reasonably available to the Certificate Registrar.”
(3) The Certificate Registrar shall provide the Trust Collateral Agent with a list of the names and addresses of the Certificateholders on the Closing Date, to the extent such information has been provided to the Certificate Registrar and in the form provided to the Certificate Registrar on such date. Upon any Transfers of Certificates, the Certificate Registrar shall notify the Trust Collateral Agent of the name and address of the transferee in writing, by facsimile, on the day of such Transfer.
(4) Upon surrender for registration of transfer Transfer of any Certificate at the office or agency of the Certificate Registrar maintained pursuant to Section 4.08in the city of Minneapolis, Minnesota, the Owner Trustee, upon the satisfaction Trustee on behalf of the conditions set forth in Section 4.09(c), Issuer shall execute, authenticate and deliver (or the Certificate Registrar 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 a like Percentage Interest class and aggregate face amount dated the date of authentication by the Owner Trustee or any Certificate Registrar as authenticating agent. At the option of a CertificateholderHolder, Certificates may be exchanged for other Certificates of the same class in authorized denominations of a like Percentage Interest aggregate amount upon surrender of the Certificates to be exchanged at the office or agency of the Certificate Registrar maintained pursuant to Section 4.08. in the city of Minneapolis, Minnesota.
(5) Every Certificate presented or surrendered for registration of transfer Transfer or exchange shall be accompanied by by: (i) a written instrument of transfer Transfer in form satisfactory to the form of Transferor Certificate set forth as Exhibit D hereto, Registrar duly executed by the Certificateholder or his attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Certificate Registrar, which requirements include membership or participation in the Securities Transfer Agent’s Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Certificate Registrar in addition to, or in substitution for, STAMP; and (ii) an Opinion of Counsel that the Transfer or exchange of such Certificate would not cause the Trust to be treated as an association or a publicly traded partnership taxable as a corporation. Each Certificate surrendered for registration of Transfer or exchange shall be canceled and subsequently disposed of by the Certificate Registrar in accordance with its customary practice.
(6) Any Person acquiring any interest in a Certificate will furnish to the Person from whom it is acquiring such interest, the Trust, Certificate Registrar and the Owner Trustee, a properly executed U.S. Internal Revenue Service Form W-9 (and will furnish a new Form W-9, or any successor applicable form, upon the expiration or obsolescence of any previously delivered form) and such other certifications, representations or Opinions of Counsel as may be requested by the Certificate Registrar.
(7) Any Person transferring any interest in a Certificate will furnish to the Person to whom it is transferring such interest, the Trust and the Certificate Registrar, an affidavit described in Section 1446(f)(2) of the Code, in a form reasonably acceptable to the transferee and the Trust, stating, under penalty of perjury, such Person’s United States taxpayer identification number and that such Person is not a foreign person.
(8) No service charge shall be made for any registration of transfer Transfer or exchange of Certificates, 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 Transfer or exchange of Certificates.
(9) The Certificates have not been registered under the Securities Act or any state securities law. The preceding Subject to the provisions of this Section 4.04 notwithstanding3.1 hereof, the Certificate Registrar shall not register transfers the Transfer of any Certificate or exchanges unless such resale or Transfer is: (i) pursuant to an effective registration statement under the Securities Act; (ii) to the Seller; or (iii) unless it shall have received a representation letter or such other representations and an Opinion of Counsel satisfactory to the Board or the Administrator to the effect that such resale or Transfer is made (A) in a transaction exempt from the registration requirements of the Securities Act and applicable state securities laws, or (B) to a person who the transferor of the Certificate reasonably believes is a “qualified institutional buyer” (within the meaning of Rule 144A under the Securities Act) that is aware that such resale or other Transfer is being made in reliance upon Rule 144A. Until the earlier of (i) such time as the Certificates shall be registered pursuant to a registration statement filed under the Securities Act and (ii) the date three years from the later of the date of the original authentication and delivery of the Certificates and the date any Certificate was acquired from the Seller or any affiliate of the Seller, the Certificates shall bear a legend substantially to the effect set forth in the preceding two sentences. None of the Seller, the Servicer, the Trust, the Board, the Administrator or the Owner Trustee is obligated to register the Certificates under the Securities Act or to take any other action not otherwise required under this Agreement to permit the Transfer of Certificates without registration.
(10) The provisions of this Section 3.4 and of this Agreement generally are intended to prevent the Trust from being characterized as a “publicly traded partnership” within the meaning of Section 7704 of the Code, in reliance on Treasury Regulations Section 1.7704-1(e) and (h), and the Certificateholders shall take such intent into account in requesting the Transfer of any Certificate.
(11) No Certificate may be sold, participated, transferred, assigned, exchanged or otherwise pledged or conveyed in whole or in part unless the Person that acquires the Certificate represents that:
(i) it is, for U.S. federal income tax purposes, either (a) a period citizen or resident of fifteen the United States, (15b) days preceding a corporation or partnership organized in or under the Payment Date laws of the United States or any state thereof or the District of Columbia which, if such entity is a tax-exempt entity, recognizes that payments with respect to the Certificates. Notwithstanding anything contained herein Certificate may constitute unrelated business taxable income, (c) an estate the income of which is includible in gross income for U.S. federal income tax purposes regardless of its source, or (d) either (x) a trust for which a court within the United States is able to exercise primary supervision over its administration and for which one or more persons described in this paragraph are able to control all substantial decisions or (y) a trust for which a valid election has been made to be treated as a United States person;
(ii) it has not acquired and it will not transfer any interest in the contraryCertificate, neither or cause an interest in the Certificate to be marketed, on or through an “established securities market” within the meaning of Section 7704(b)(1) of the Code and any Treasury regulations thereunder, including, without limitation, an over the counter market or an interdealer quotation system that regularly disseminates firm buy or sell quotations;
(iii) (a) it is not and will not become (and, if it is disregarded as an entity separate from its owner within the meaning of Treasury Regulations Section 301.7701-3(a) (a “DRE”), its owner is not and will not become), for so long as it holds an interest in the Certificate, a partnership, Subchapter S corporation or grantor trust for U.S. federal income tax purposes (a “Flow-Thru Entity”); or (b) if it (or, if it is a DRE, its owner) is, or becomes, a Flow-Thru Entity, for so long as it (or, if it is a DRE, its owner) is a Flow-Thru Entity and it holds an interest in the Certificate, not more than 50% of the value of any interests in it (or, if it is a DRE, its owner) will be attributable to interests in the Trust held by it;
(iv) it understands that a subsequent Transfer of the Certificate will be null and void ab initio if such Transfer would cause the number of Targeted Holders to exceed ninety-five; and
(v) it understands that the Opinion of Counsel that the Trust is not a publicly traded partnership taxable as a corporation is dependent in part on the accuracy of the representations in this Section 3.4(k).
(12) Unless (1) the Certificate Registrar nor has received an Opinion of Counsel from Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP or another nationally recognized tax counsel selected by a Certificateholder that the Owner Trustee restriction on the proposed acquisition of a Certificate (or any interest therein) described by this subsection is no longer necessary to conclude that any such acquisition (and subsequent resale of the applicable Notes described below) will not cause the Treasury Regulations under Section 385 of the Code to apply to such Notes in a manner that could cause a material adverse effect on the Trust or the Trust to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes or (2) the Treasury Regulations under Section 385 of the Code are repealed and not replaced with proposed, temporary or final Treasury Regulations that (as evidenced by an Opinion of Counsel from a nationally recognized tax counsel) could affect the classification of the Notes as debt for U.S. federal income tax purposes, (i) a Section 385 Certificateholder cannot acquire a Certificate (or any interest therein) if (A) a member of any “expanded group” (as defined in Treasury Regulation Section 1.385-1(c)(4)) that includes such Section 385 Certificateholder owns any Notes or (B) a Section 385 Controlled Partnership of such expanded group owns any Notes and (ii) a Section 385 Certificateholder cannot hold a Certificate (or any interest therein) if (A) a member of any “expanded group” (as defined in Treasury Regulation Section 1.385-1(c)(4)) that includes such Section 385 Certificateholder acquires any Notes from the Trust, any Affiliate of the Trust or any other subsequent transferor of a Note or (B) a Section 385 Controlled Partnership of such expanded group acquires any Notes from the Trust, any Affiliate of the Trust or any other subsequent transferor of a Note. The preceding sentence shall be responsible for ascertaining whether not apply if the Noteholder or potential Noteholder is a U.S. corporate member of the same U.S. corporate “affiliated group” (as defined in Section 1504 of the Code) filing a consolidated federal income tax return that includes each of any transfer applicable related Section 385 Certificateholders (including in the case of a partnership, the relevant “expanded group partner” (as defined in Treasury Regulation Section 1.385-3(g)(12))). If a Certificateholder (or holder of an interest in a Certificate) fails to comply with the foregoing requirements, the Trust and the Board of Trustees are authorized, at their discretion, to compel such Certificateholder (or holder of an interest in a Certificate) to sell its Certificate (or interest therein) to a Person whose ownership complies with this subsection so long as such sale does not otherwise cause a material adverse effect on the registration provisions Trust or exemptions from cause the Securities Act of 1933, as amended, the Securities Act of 1934, as amended, applicable state securities law or the Investment Company Act of 1940, as amended; provided, however, that if an Investment Letter is specifically required Trust to be delivered to the Owner Trustee by treated as an association or publicly traded partnership taxable as a purchaser or transferee of a Certificate, the Owner Trustee shall be under a duty to examine the same to determine whether it conforms to the form of Investment Letter set forth as Exhibit C hereto and shall promptly notify the party delivering the same if such Investment Letter does not so conformcorporation for U.S. federal income tax purposes.
Appears in 2 contracts
Samples: Trust Agreement (Credit Acceptance Corp), Trust Agreement (Credit Acceptance Corp)
Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 4.08its Corporate Trust Office, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar Issuer shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The Owner Trustee U.S. Bank National Association shall be 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 and the Certificateholders, to act as successor Certificate Registrar under this Agreement.”
(b) Upon surrender for registration of transfer of any Certificate at the Corporate Trust Office of the Certificate Registrar or other office or agency maintained pursuant to Section 4.083.07, the Owner Trustee, upon the satisfaction of the conditions set forth in Section 4.09(c), Trustee shall execute, authenticate and deliver (or 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 a like Percentage Interest aggregate amount dated the date of authentication by the Owner Trustee or any authenticating agent. At the option of a CertificateholderHolder, Certificates may be exchanged for other Certificates of authorized denominations of a like Percentage Interest aggregate amount upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 4.083.07. The preceding provisions of this Section notwithstanding, the Owner Trustee shall not make and the Certificate Registrar shall not register transfer or exchanges of Certificates for a period of 15 days preceding the due date for any payment with respect to the Certificates.
(c) Every Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the form of Transferor Owner Trustee and the Certificate set forth as Exhibit D hereto, Registrar duly executed by the related Certificateholder or his such Certificateholder’s attorney duly authorized in writing. Each Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by the Certificate Registrar in accordance with its customary practice. 6 (NAROT 2017-C Amended & Restated Trust Agreement) No transfer of a Certificate (or interest therein) to any transferee shall be made unless the Certificate Registrar shall have received:
(1) a certification letter from the transferee of such Certificate (or interest therein) substantially in the form of Exhibit B (except that any restriction or requirement described below may be removed or modified if the Depositor has received an opinion from a nationally recognized tax counsel (which, for the avoidance of doubt, may rely on reasonable representations of the applicable transferee or other applicable persons) that such restriction or requirement is not necessary to conclude that any such transfer will not cause any of the tax opinions that were rendered on the Closing Date to be inaccurate if rendered as of the transfer date and will not cause a material adverse effect on the U.S. federal income tax consequences to any Noteholder with respect to holding a Note) to the effect that:
(i) such transferee acknowledges that the Certificates have not been and will not be registered under the Securities Act or the securities law of any jurisdiction;
(ii) such transferee acknowledges that if in the future it decides to resell, assign, pledge or otherwise transfer any Certificates, such Certificates may be resold, assigned, pledged or transferred only (A) to a United States Person within the meaning of Section 7701(a)(30) of the Code and (B) (i) pursuant to an effective registration statement under the Securities Act or (ii) in a transaction exempt from the registration requirements of the Securities Act and other securities or “Blue Sky” laws;
(iii) such transferee (and, if different, the Certificate Owner) is not a Non-U.S. Person;
(iv) such transferee is not a Benefit Plan or any other employee benefit plan or arrangement that is subject to Similar Law;
(v) after such transfer (or purported transfer), the Issuer would not have more than 95 direct or indirect beneficial owners of any interest in the Certificates;
(vi) no such transfer is effected through an established securities market or secondary market or substantial equivalent thereof within the meaning of Section 7704 of the Code or would make the Issuer ineligible for “safe harbor” treatment under Section 7704 of the Code;
(vii) it either (A) is not, and will not become, a partnership, Subchapter S corporation, grantor trust or an entity disregarded as a separate entity from any such entity for U.S. federal income tax purposes or (B) is such an entity, but (x) none of the direct or indirect beneficial owners of any of the interests in such transferee have allowed or caused, or will allow or cause, 50% or more (or such other percentage as the Depositor may establish prior to the time of such proposed transfer) of the value of such interests to be attributable to such transferee’s ownership of Certificates and (y) it is not and will not be a principal purpose of the arrangement involving such entity’s beneficial interest in any Certificates to permit any partnership to satisfy the 100 partner limitation of Treasury Regulation Section 1.7704-1(h)(1)(ii) necessary for such partnership not to be classified as a publicly traded partnership under the Code;
(viii) if such transferee is acquiring any Certificate (or interest therein) for the account of one or more Persons, (A) it shall provide to the Owner Trustee and the Depositor information as to the number of such Persons and any changes in the number of such Persons and (B) any such change in the number of Persons for whose account a 7 (NAROT 2017-C Amended & Restated Trust Agreement) Certificate is held shall require the written consent of the Depositor, which consent shall be granted unless the Depositor determines that such proposed change in number of Persons would create a risk that the Issuer would be classified for federal or any applicable state tax purposes as an association (or a publicly traded partnership) taxable as a corporation;
(ix) such transferee understand that the Certificates will bear legends substantially as set forth in Section 3.09;
(x) prior to December 31, 2017 or such later date that the Amended Partnership Audit Rules shall apply to the Issuer, (A) such transferee shall provide to the Owner Trustee and the Depositor any further information required by the Issuer to comply with the Amended Partnership Audit Rules, including Section 6226(a) of the Amended Partnership Audit Rules and (B) if such transferee is not the Certificate Owner, such Certificate Owner shall provide to the Owner Trustee and the Depositor any further information required by the Issuer to comply with the Amended Partnership Audit Rules, including Section 6226(a) of the Amended Partnership Audit Rules and, to the extent necessary for the Issuer to make an election under Section 6226(a) of the Amended Partnership Audit Rules, hereby appoints the transferee as its agent for purposes of receiving any notifications or information pursuant to the notice requirements under Section 6226(a)(2) of the Amended Partnership Audit Rules;
(xi) no transfer of a Certificate (or interest therein) is permitted (nor shall a Certificate be so held) if (i) it causes the Issuer to be a Section 385 Controlled Partnership (i.e., 80 percent or more of the Issuer’s ownership interests are owned, directly or indirectly, by one or more members of a Section 385 Expanded Group) that has an expanded group partner (within the meaning of Treasury Regulation Section 1.385-3(g)(12)) which is a Domestic Corporation and (ii) either (x) a member of such Section 385 Expanded Group owns any Notes or (y) a Section 385 Controlled Partnership of such Section 385 Expanded Group owns any Notes (in the case of clause (x), unless such member, or in the case of clause (y), unless each member of the Section 385 Expanded Group that is a partner in such Section 385 Controlled Partnership is a member of the consolidated group (as described in Treasury Regulation section 1.1502-1(h)) which includes such Domestic Corporation) (for purposes of determining the Issuer’s ownership interests in this paragraph, taking any Retained Notes into account either as debt interests or ownership interests based on whichever treatment, if any, would result in the Issuer being treated as a Section 385 Controlled Partnership for purposes of applying this paragraph’s restriction (it being understood that if the Retained Notes are taken into account as ownership interests for this purpose then the Retained Notes are not also considered Notes for the Note ownership restriction of this paragraph));
(xii) no transfer of a Certificate (or interest therein) shall be permitted (nor shall a Certificate be so held) if (i) it results in the Issuer becoming disregarded as an entity separate for U.S. federal income tax purposes from a Domestic Corporation and (ii) either (x) a member of a Section 385 Expanded Group that includes such Domestic Corporation owns any Notes or (y) a Section 385 Controlled Partnership of such Section 385 Expanded Group owns any Notes (in the case of clause (x), unless such member, or in the 8 (NAROT 2017-C Amended & Restated Trust Agreement) case of clause (y), unless each member of the Section 385 Expanded Group that is a partner in such Section 385 Controlled Partnership is a member of the consolidated group (as described in Treasury Regulation section 1.1502-1(h)) which includes such Domestic Corporation) (for purposes of determining the Issuer’s ownership interests in this paragraph, taking any Retained Notes into account either as debt interests or ownership interests based on whichever treatment, if any, would result in the Issuer being treated as a disregarded entity for purposes of applying this paragraph’s restriction (it being understood that if the Retained Notes are taken into account as ownership interests for this purpose then the Retained Notes are not also considered Notes for the Note ownership restriction of this paragraph));
(xiii) no transfer of the Certificates (or any interest therein) is a transfer of a Certificate (or any interest therein) with a Certificate Balance of less than 2.1% of the entire Certificate Balance; and
(xiv) any attempted transfer that would cause the number of direct or indirect beneficial owners of Certificates in the aggregate to exceed 95 or otherwise cause the Issuer to become a publicly traded partnership for income tax purposes shall be a void transfer.
(2) a representation from the transferor of such Certificate substantially in the form of Exhibit C; and
(3) an Opinion of Counsel 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, on behalf of, or utilizing the assets of a Benefit Plan or any other employee benefit plan or arrangement that is subject to Similar Law shall be void and of no effect. To the extent permitted under applicable law (including, but not limited to, ERISA), neither the Owner Trustee nor the Certificate Registrar shall be under any liability to any Person for any registration of transfer of any Certificate that is 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 shall be made for any registration of transfer or exchange of Certificates, 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 of Certificates. The preceding provisions of this Section 4.04 notwithstanding, the Certificate Registrar shall not register transfers or exchanges of Certificates for a period of fifteen (15) days preceding the Payment Date with respect to the Certificates. Notwithstanding anything contained herein to the contrary, neither the Certificate Registrar nor the Owner Trustee shall be responsible for ascertaining whether any transfer complies with the registration provisions or exemptions from the Securities Act of 1933, as amended, the Securities Act of 1934, as amended, applicable state securities law or the Investment Company Act of 1940, as amended; provided, however, that if an Investment Letter is specifically required to be delivered to the Owner Trustee by a purchaser or transferee of a Certificate, the Owner Trustee shall be under a duty to examine the same to determine whether it conforms to the form of Investment Letter set forth as Exhibit C hereto and shall promptly notify the party delivering the same if such Investment Letter does not so conform.
Appears in 2 contracts
Samples: Trust Agreement (Nissan Auto Receivables 2017-C Owner Trust), Trust Agreement (Nissan Auto Receivables 2017-C Owner Trust)
Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar shall Trustee will keep or cause to be kept, at the office or agency maintained pursuant to Section 4.085.5, a Certificate Register in whichthat, subject to such reasonable regulations as it may prescribe, the Certificate Registrar shall Trustee will provide for the registration of Certificates and of transfers and exchanges of Certificates as herein providedCertificates. The Owner Trustee shall be will not register any transfer, sale, assignment, hypothecation, pledge or other conveyance of any Certificate unless the initial “request for such transfer, sale, assignment, hypothecation, pledge or other conveyance is accompanied by either (i) in the case of a conveyance that constitutes a Registered Pledge, a Notice of Registered Pledge and the other documentation required under Sections 5.4(e) and 5.7 or (ii) in the case of any other conveyance of a Certificate Registrarsubject to a Registered Pledge, evidence that the related Registered Pledgees have consented to such conveyance.”
(b) Upon surrender for registration of transfer of any Certificate to the Trustee at its Corporate Trust Office and subject to compliance with the office or agency maintained pursuant to Section 4.08terms hereof, the Owner Trustee, upon the satisfaction an Authorized Officer of the conditions set forth in Section 4.09(c), shall execute, authenticate and deliver (or shall cause its authenticating agent to authenticate Trustee will execute and deliver), in the name of the designated transferee or transferees, one or more new Certificates of in a like Percentage Interest dated the date of authentication by the Owner Trustee or any authenticating agent. At the option of a Certificateholder, Certificates may be exchanged for other Certificates of a like Percentage Interest upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 4.08. aggregate amount.
(c) Every Certificate presented or surrendered for registration of transfer or exchange shall will be accompanied by a written an instrument of transfer or exchange in form satisfactory to the form of Transferor Certificate set forth as Exhibit D hereto, Trustee duly executed by the Certificateholder or his attorney duly authorized Holder, including, with respect to any Certificate subject to a Registered Pledge, the documentation described in writingSection 5.4(a)(ii). Each Certificate surrendered for registration of transfer and exchange will be canceled and subsequently disposed of by the Trustee.
(d) No service charge shall will be made for any registration of transfer or exchange of Certificates, but the Owner Trustee or the 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 Certificates.
(e) Except to the extent specified in this Agreement or in the related Servicing Agreement, Certificates may be assigned, pledged or otherwise transferred. The preceding provisions However, the Certificates may be assigned, pledged or otherwise transferred only upon delivery of an Opinion of Counsel addressed to the Titling Trust Administrator, the Trustee and the Titling Trust that such assignment, pledge or transfer will not cause the Titling Trust to be classified as an association (or publicly traded partnership) taxable as a corporation for U.S. federal income tax purposes. Any attempted assignment, pledge, or other transfer in violation of this Section 4.04 notwithstanding5.4(e) will be void from the beginning. In addition, each assignee, pledgee or other transferee must, prior to or contemporaneously with any such assignment, pledge or other transfer, execute an agreement containing a non-petition covenant substantially similar to that set forth in Section 11.8 and deliver to the Titling Trust Administrator, the Certificate Registrar shall not register transfers or exchanges Trustee and the Initial Beneficiary an executed copy of Certificates for a period of fifteen (15) days preceding the Payment Date with respect such agreement. In addition to the Certificates. Notwithstanding anything contained herein to foregoing, in the contrary, neither the Certificate Registrar nor the Owner Trustee shall be responsible for ascertaining whether any transfer complies with the registration provisions or exemptions from the Securities Act case of 1933, as amended, the Securities Act of 1934, as amended, applicable state securities law or the Investment Company Act of 1940, as amended; provided, however, that if an Investment Letter is specifically required to be delivered to the Owner Trustee by a purchaser or transferee pledge of a Certificate, the Owner Holder will deliver to the Trustee shall be under (with a duty copy to examine the same to determine whether it conforms to Titling Trust Administrator) a notice of registered pledge substantially in the form of Investment Letter set forth as Exhibit C hereto (a “Notice of Registered Pledge”), an executed copy of the related security agreement and shall promptly notify any agreements governing the party delivering exercise by the same if pledgee of the rights of a Holder with respect to the applicable Certificate (any such Investment Letter does not so conformpledge, a “Registered Pledge”).
(f) The Trustee will deliver, or cause to be delivered, a copy of this Agreement to each Person that becomes a Holder or Registered Pledgee.
Appears in 2 contracts
Samples: Trust Agreement (Mercedes-Benz Vehicle Trust), Trust Agreement (Mercedes-Benz Auto Lease Trust 2021-A)
Registration of Transfer and Exchange of Certificates. The Certificate Registrar (a) At all times during the term of this Agreement, there shall keep or cause to be kept, maintained at the office or agency maintained pursuant to Section 4.08, of the Certificate Registrar a Certificate Register in which, subject to such reasonable regulations as it the Certificate Registrar may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. LaSalle Bank National Association, located at 135 South LaSalle Street, Suite 1625, Chicago, Illinois 60603, is herebx xxxxxxxxx xxxxxxxxx Xxxxxxxxxxx Xxxxxxxxx xxx xxx xxxxxxx xf registering Certificates and transfers and exchanges of Certificates as herein provided. The Owner Trustee Certificate Registrar may appoint, by a written instrument delivered to the Depositor, the Trustee, the Special Servicer and the Master Servicers, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor certificate registrar may prescribe, provided that the predecessor certificate registrar shall not be the initial “Certificate Registrar.” Upon surrender for registration of transfer relieved of any Certificate at the office of its duties or agency maintained pursuant to Section 4.08responsibilities hereunder by reason of such appointment. The Depositor, the Owner Trustee, the Master Servicers and the Special Servicer shall have the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, and to rely conclusively upon the satisfaction a certificate of the conditions Certificate Registrar as to the information set forth in Section 4.09(cthe Certificate Register. The names and addresses of all Certificateholders and the names and addresses of the transferees of any Certificates shall be registered in the Certificate Register; provided, however, in no event shall the Certificate Registrar be required to maintain in the Certificate Register the names of Certificate Owners. The Person in whose name any Certificate is so registered shall be deemed and treated as the sole owner and Holder thereof for all purposes of this Agreement and the Certificate Registrar, the Master Servicers, the Trustee, the Special Servicer and any agent of any of them shall not be affected by any notice or knowledge to the contrary. A Definitive Certificate is transferable or exchangeable only upon the surrender of such Certificate to the Certificate Registrar at its office maintained at LaSalle Bank National Association, as Certificate Registrar, 135 South LaSalle Street, Suite 1625, Chicago, Illinois 60603, Attentiox: Xxxxxx Xxxxxxxxxx xxx Xxxxx Xxxxxxxx Xxxxx, X.X. Xxxxxx 0005-LDP5 (the "Registrar Office"), shall execute, authenticate and deliver together with an assignxxxx xxx xxansfer (executed by the Holder or shall cause its authenticating agent his duly authorized attorney). Subject to authenticate and deliverthe requirements of Sections 5.02(b), (c) and (d), the Certificate Registrar shall execute and the Authenticating Agent shall duly authenticate in the name of the designated transferee or transferees, one or more new Certificates in Denominations of a like Percentage Interest dated aggregate Denomination as the date of authentication Definitive Certificate being surrendered. Such Certificates shall be delivered by the Owner Trustee or any authenticating agentCertificate Registrar in accordance with Section 5.02(e). At the option of a Certificateholder, Certificates may be exchanged for other Certificates of a like Percentage Interest upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 4.08. Every Each Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in the form of Transferor Certificate set forth as Exhibit D heretocanceled, duly executed by the Certificateholder or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Certificates, 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 of Certificates. The preceding provisions of this Section 4.04 notwithstanding, and the Certificate Registrar shall not register transfers or exchanges hold such canceled Certificates in accordance with its standard procedures.
(b) No transfer of Certificates for a period of fifteen (15) days preceding the Payment Date with respect to the Certificates. Notwithstanding anything contained herein to the contrary, neither the any Non-Registered Certificate Registrar nor the Owner Trustee shall be responsible for ascertaining whether any made unless that transfer complies with is made pursuant to an effective registration statement under the Securities Act, and effective registration provisions or exemptions qualification under applicable state securities laws, or is made in a transaction which does not require such registration or qualification. If a transfer (other than one by the Depositor to an Affiliate thereof or by the Initial Purchaser to American Capital Strategies, Ltd) is to be made in reliance upon an exemption from the Securities Act of 1933Act, as amended, and under the Securities Act of 1934, as amended, applicable state securities law or the Investment Company Act of 1940laws, as amended; provided, however, that if an Investment Letter is specifically required to be delivered to the Owner Trustee by a purchaser or transferee of a Certificate, the Owner Trustee shall be under a duty to examine the same to determine whether it conforms to the form of Investment Letter set forth as Exhibit C hereto and shall promptly notify the party delivering the same if such Investment Letter does not so conform.then either:
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (JPMorgan Chase Commercial Mortgage Securities Corp. Series 2005-Ldp5), Pooling and Servicing Agreement (JPMorgan Chase Commercial Mortgage Securities Corp. Series 2005-Ldp5)
Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 4.083.07, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar Wilmington Trust, National Association shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The Owner Trustee Wilmington Trust, National Association shall be 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 at the office or agency maintained pursuant to Section 4.083.07, the Owner Trustee, upon the satisfaction of the conditions set forth in Section 4.09(c), Trustee shall execute, authenticate and deliver (or 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 a like Percentage Interest aggregate amount dated the date of authentication by the Owner Trustee or any authenticating agent. At the option of a CertificateholderHolder, Certificates may be exchanged for other Certificates of authorized denominations of a like Percentage Interest aggregate amount upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 4.083.07. The preceding provisions of this Section notwithstanding, the Owner Trustee shall not make and the Certificate Registrar shall not register transfer or exchanges of Certificates for a period of 15 days preceding the due date for any payment with respect to the Certificates.
(c) Every Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the form of Transferor Owner Trustee and the Certificate set forth as Exhibit D hereto, Registrar duly executed by the Certificateholder Holder or his attorney duly authorized in writing. 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 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 shall be made for any registration of transfer or exchange of Certificates, 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 of Certificates. The preceding provisions of this Section 4.04 notwithstanding, the Certificate Registrar shall not register transfers or exchanges of Certificates for a period of fifteen (15) days preceding the Payment Date with respect to the Certificates. Notwithstanding anything contained herein to the contrary, neither the Certificate Registrar nor the Owner Trustee shall be responsible for ascertaining whether any transfer complies with the registration provisions or exemptions from the Securities Act of 1933, as amended, the Securities Act of 1934, as amended, applicable state securities law or the Investment Company Act of 1940, as amended; provided, however, that if an Investment Letter is specifically required to be delivered to the Owner Trustee by a purchaser or transferee of a Certificate, the Owner Trustee shall be under a duty to examine the same to determine whether it conforms to the form of Investment Letter set forth as Exhibit C hereto and shall promptly notify the party delivering the same if such Investment Letter does not so conform.
Appears in 2 contracts
Samples: Trust Agreement (Nissan Auto Receivables 2012-a Owner Trust), Trust Agreement (Nissan Auto Receivables 2012-a Owner Trust)
Registration of Transfer and Exchange of Certificates. In the event that all Series are in an Amortization Period, any Certificateholder will be permitted to sell, transfer, assign or convey its Certificate if the following conditions are satisfied:
(a) The Certificate Trust appoints the Owner Trustee to be the “Trust Registrar” and to keep a register (the “Trust Register”) of the Certificateholders and transfers of the Certificates, and, if issued by a Series, of the holder of the Class R Interest and transfers of any such Class R Interest. For any Series, the related Trust Financing Agreement will name the initial holder of the related Class R Interest. If the Trust Registrar resigns, the Administrator, on behalf of the Trust, will promptly appoint a successor or, if it elects not to make the appointment, assume the obligations of Trust Registrar. The Trust Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 4.082.2, a Certificate Trust Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Trust Registrar shall provide for the registration of Certificates and any Class R Interest and of transfers and exchanges of Certificates as herein provided. The Owner Trustee shall be provided and of any Class R Interest as provided in the initial “Certificate RegistrarTrust Financing Agreement for the related Series.”
(b) Upon surrender for registration of transfer of any Certificate in compliance with Section 3.3(f) at the office or agency maintained pursuant to Section 4.082.2, the Owner Trustee, upon the satisfaction of the conditions set forth in Section 4.09(c), Trustee shall execute, authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Certificates of a like Percentage Interest dated the date of authentication by the Owner Trustee or any authenticating agent. At the option of a Certificateholder, Certificates such Certificateholder’s Certificate may be exchanged for other Certificates of a like Percentage Interest upon surrender of the Certificates such Certificate to be exchanged at the office or agency maintained pursuant to Section 4.082.2. The preceding provisions of this Section 3.3 notwithstanding, (i) the Owner Trustee shall not make, and the Trust Registrar shall not register, transfers or exchanges of Certificates for a period of fifteen (15) days preceding the due date for any payment with respect to the Certificates and (ii) the Owner Trustee shall permit the registration, transfer and exchange of (x) the Class A Certificate only in a minimum denomination of a Percentage Interest of 100.00% and (y) the Class B Certificate only to the Depositor and to the holder of the Class A Certificate. Any Class B Certificate transferred to the holder of the Class A Certificate shall be treated as merging into and becoming part of the Class A Certificate. Each Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer and accompanied by IRS Form X-0 XXX, X-0 ECI or W-9, as applicable, and such other documentation as may be required by the Owner Trustee in order to comply with Applicable Anti-Money Laundering Law (as defined below), each in a form satisfactory to the Owner Trustee and the Trust Registrar, duly executed by the Certificateholder or its attorney duly authorized in writing. Each Certificate presented or surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by the Trust Registrar in accordance with its customary practice. No transfer will be effectuated hereunder unless the Owner Trustee has received the transfer documentation required hereunder.
(c) Every Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the form of Transferor Certificate set forth as Exhibit D hereto, Owner Trustee and the Trust Registrar duly executed by the Certificateholder or his its attorney duly authorized in writing. 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.
(d) 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 C to the effect that:
(i) such transferee is not acquiring and will not hold the Certificate on behalf of any beneficial owner (as determined for U.S. tax purposes), including itself, that is 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 D; and
(3) an opinion of counsel addressed 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 a Non-U.S. Person or 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 3.3(d) or for making any payments due on such Certificate to the Certificateholder thereof or taking any other action with respect to such Certificateholder under the provisions of this Agreement or the Transfer and Servicing Agreement so long as the transfer was registered by the Trust Registrar or the Owner Trustee in accordance with the foregoing requirements.
(e) No service charge shall be made for any registration of transfer or exchange of Certificates, but the Owner Trustee (or the Certificate Paying Agent) or the Trust 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 of Certificates. The preceding .
(f) No transfer of a Certificate or any interest therein shall be made unless (i) the holder of such Certificate shall have first surrendered such Certificate to the Trust Registrar for registration of transfer, or (ii) in the case of any such Certificate which shall have been mutilated, destroyed, lost or stolen, the holder of such Certificate shall have first complied with the applicable provisions of this Section 4.04 notwithstanding, the Certificate Registrar shall not register transfers or exchanges of Certificates for a period of fifteen (15) days preceding the Payment Date with respect to the Certificates. Notwithstanding anything contained herein to the contrary, neither the Certificate Registrar nor the Owner Trustee shall be responsible for ascertaining whether any transfer complies with the registration provisions or exemptions from the Securities Act of 1933, as amended, the Securities Act of 1934, as amended, applicable state securities law or the Investment Company Act of 1940, as amended; provided, however, that if an Investment Letter is specifically required to be delivered to the Owner Trustee by a purchaser or transferee of a Certificate, the Owner Trustee shall be under a duty to examine the same to determine whether it conforms to the form of Investment Letter set forth as Exhibit C hereto and shall promptly notify the party delivering the same if such Investment Letter does not so conform3.4.
Appears in 2 contracts
Samples: Trust Agreement (Verizon Master Trust), Trust Agreement (Verizon Master Trust)
Registration of Transfer and Exchange of Certificates. The Certificate Registrar (a) At all times during the term of this Agreement, there shall keep or cause to be kept, maintained at the office or agency maintained pursuant to Section 4.08, of the Certificate Registrar a Certificate Register in which, subject to such reasonable regulations as it the Certificate Registrar may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. LaSalle Bank National Association, located at 135 South LaSalle Street, Suite 1625, Chicago, Illinois 60603, is herebx xxxxxxxxx xxxxxxxxx Xxxxxxxxxxx Xxxxxxxxx xxx xxx xxxxxxx xf registering Certificates and transfers and exchanges of Certificates as herein provided. The Owner Certificate Registrar may appoint, by a written instrument delivered to the Depositor, the Trustee, the Paying Agent, the Special Servicer and the Master Servicer, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor certificate registrar may prescribe, provided that the predecessor certificate registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If LaSalle Bank National Association resigns or is removed as Paying Agent, the Trustee shall be the initial “immediately succeed to its predecessor's duties as Certificate Registrar.” Upon surrender for registration of transfer of any Certificate at the office or agency maintained pursuant to Section 4.08. The Depositor, the Owner Trustee, the Master Servicer and the Special Servicer shall have the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, and to rely conclusively upon the satisfaction a certificate of the conditions Certificate Registrar as to the information set forth in Section 4.09(cthe Certificate Register. The names and addresses of all Certificateholders and the names and addresses of the transferees of any Certificates shall be registered in the Certificate Register; provided, however, in no event shall the Certificate Registrar be required to maintain in the Certificate Register the names of Certificate Owners. The Person in whose name any Certificate is so registered shall be deemed and treated as the sole owner and Holder thereof for all purposes of this Agreement and the Certificate Registrar, the Master Servicer, the Paying Agent, the Trustee, the Special Servicer and any agent of any of them shall not be affected by any notice or knowledge to the contrary. A Definitive Certificate is transferable or exchangeable only upon the surrender of such Certificate to the Certificate Registrar at its office maintained at LaSalle Bank National Association, as Certificate Registrar, 135 South LaSalle Street, Suite 1625, Chicago, Illinois 60603, Attentiox: Xxxxxx Xxxxxxxxxx xxx Xxxxx Xxxxxxxx Xxxxx, X.X. Xxxxxx 0005-LDP3 (the "Registrar Office"), shall execute, authenticate and deliver together with an assignxxxx xxx xxansfer (executed by the Holder or shall cause its authenticating agent his duly authorized attorney). Subject to authenticate and deliverthe requirements of Sections 5.02(b), (c) and (d), the Certificate Registrar shall execute and the Authenticating Agent shall duly authenticate in the name of the designated transferee or transferees, one or more new Certificates in Denominations of a like Percentage Interest dated aggregate Denomination as the date of authentication Definitive Certificate being surrendered. Such Certificates shall be delivered by the Owner Trustee or any authenticating agentCertificate Registrar in accordance with Section 5.02(e). At the option of a Certificateholder, Certificates may be exchanged for other Certificates of a like Percentage Interest upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 4.08. Every Each Certificate presented or surrendered for registration of transfer or exchange shall be accompanied canceled, and the Certificate Registrar shall hold such canceled Certificates in accordance with its standard procedures.
(b) No transfer of any Non-Registered Certificate shall be made unless that transfer is made pursuant to an effective registration statement under the Securities 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. If a transfer (other than one by the Depositor to an Affiliate thereof or by the Initial Purchasers to Cadim TACH inc.) is to be made in reliance upon an exemption from the Securities Act, and under the applicable state securities laws, then either:
(i) Rule 144A Book-Entry Certificate to Regulation S Book-Entry Certificate During the Restricted Period. If, during the Restricted Period, a written instrument Certificate Owner of an interest in a Rule 144A Book-Entry Certificate wishes at any time to transfer its beneficial interest in such Rule 144A Book-Entry Certificate to a Person who wishes to take delivery thereof in the form of Transferor a beneficial interest in a Regulation S Book-Entry Certificate, such Certificate set forth as Exhibit D heretoOwner may, duly executed in addition to complying with all applicable rules and procedures of the Depository and Clearstream or Euroclear applicable to transfers by their respective participants (the Certificateholder or his attorney duly authorized in writing. No service charge shall be made for any registration of "Applicable Procedures"), transfer or exchange cause the transfer of Certificates, but such beneficial interest for an equivalent beneficial interest in the Owner Trustee or Regulation S Book-Entry Certificate only upon compliance with 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 of Certificates. The preceding provisions of this Section 4.04 notwithstanding5.02(b)(i). Upon receipt by the Certificate Registrar at its Registrar Office of (1) written instructions given in accordance with the Applicable Procedures from a Depository Participant directing the Certificate Registrar to credit or cause to be credited to another specified Depository Participant's account a beneficial interest in the Regulation S Book-Entry Certificate in an amount equal to the Denomination of the beneficial interest in the Rule 144A Book-Entry Certificate to be transferred, (2) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Depository Participant (and the Euroclear or Clearstream account, as the case may be) to be credited with, and the account of the Depository Participant to be debited for, such beneficial interest, and (3) a certificate in the form of Exhibit K hereto given by the Certificate Owner that is transferring such interest, the Certificate Registrar, as custodian of the Book-Entry Certificates shall reduce the Denomination of the Rule 144A Book-Entry Certificate by the Denomination of the beneficial interest in the Rule 144A Book-Entry Certificate to be so transferred and, concurrently with such reduction, increase the Denomination of the Regulation S Book-Entry Certificate by the Denomination of the beneficial interest in the Rule 144A Book-Entry Certificate to be so transferred, and credit or cause to be credited to the account of the Person specified in such instructions (who shall be a Depository Participant acting for or on behalf of Euroclear or Clearstream, or both, as the case may be) a beneficial interest in the Regulation S Book-Entry Certificate having a Denomination equal to the amount by which the Denomination of the Rule 144A Book-Entry Certificate was reduced upon such transfer.
(ii) Rule 144A Book-Entry Certificate to Regulation S Book-Entry Certificate After the Restricted Period. If, after the Restricted Period, a Certificate Owner of an interest in a Rule 144A Book-Entry Certificate wishes at any time to transfer its beneficial interest in such Rule 144A Book-Entry Certificate to a Person who wishes to take delivery thereof in the form of a beneficial interest in a Regulation S Book-Entry Certificate, such holder may, in addition to complying with all Applicable Procedures, transfer or cause the transfer of such beneficial interest for an equivalent beneficial interest in a Regulation S Book-Entry Certificate only upon compliance with the provisions of this Section 5.02(b)(ii). Upon receipt by the Certificate Registrar at its Registrar Office of (1) written instructions given in accordance with the Applicable Procedures from a Depository Participant directing the Certificate Registrar to credit or cause to be credited to another specified Depository Participant's account a beneficial interest in the Regulation S Book-Entry Certificate in an amount equal to the Denomination of the beneficial interest in the Rule 144A Book-Entry Certificate to be transferred, (2) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Depository Participant (and, in the case of a transfer pursuant to and in accordance with Regulation S, the Euroclear or Clearstream account, as the case may be) to be credited with, and the account of the Depository Participant to be debited for, such beneficial interest, and (3) a certificate in the form of Exhibit N hereto given by the Certificate Owner that is transferring such interest, the Certificate Registrar as custodian of the Book-Entry Certificates shall not register transfers reduce the Denomination of the Rule 144A Book-Entry Certificate by the aggregate Denomination of the beneficial interest in the Rule 144A Book-Entry Certificate to be so transferred and, concurrently with such reduction, increase the Denomination of the Regulation S Book-Entry Certificate by the aggregate Denomination of the beneficial interest in the Rule 144A Book-Entry Certificate to be so transferred, and credit or exchanges cause to be credited to the account of Certificates the Person specified in such instructions (who shall be a Depository Participant acting for or on behalf of Euroclear or Clearstream, or both, as the case may be) a period beneficial interest in the Regulation S Book-Entry Certificate having a Denomination equal to the amount by which the Denomination of fifteen the Rule 144A Book-Entry Certificate was reduced upon such transfer.
(15iii) days preceding Regulation S Book-Entry Certificate to Rule 144A Book-Entry Certificate. If the Payment Date Certificate Owner of an interest in a Regulation S Book-Entry Certificate wishes at any time to transfer its beneficial interest in such Regulation S Book-Entry Certificate to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Rule 144A Book-Entry Certificate, such holder may, in addition to complying with all Applicable Procedures, transfer or cause the transfer of such beneficial interest for an equivalent beneficial interest in the Rule 144A Book-Entry Certificate only upon compliance with the provisions of this Section 5.2(b)(iii). Upon receipt by the Certificate Registrar at its Registrar Office of (1) written instructions given in accordance with the Applicable Procedures from a Depository Participant directing the Certificate Registrar to credit or cause to be credited to another specified Depository Participant's account a beneficial interest in the Rule 144A Book-Entry Certificate in an amount equal to the Denomination of the beneficial interest in the Regulation S Book-Entry Certificate to be transferred, (2) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Depository Participant to be credited with, and the account of the Depository Participant (or, if such account is held for Euroclear or Clearstream, the Euroclear or Clearstream account, as the case may be) to be debited for such beneficial interest, and (3) with respect to the Certificates. Notwithstanding anything contained herein to the contrary, neither the Certificate Registrar nor the Owner Trustee shall be responsible for ascertaining whether any a transfer complies with the registration provisions or exemptions from the Securities Act of 1933, as amended, the Securities Act of 1934, as amended, applicable state securities law or the Investment Company Act of 1940, as amended; provided, however, that if an Investment Letter is specifically required to be delivered to the Owner Trustee by a purchaser or transferee of a Certificatebeneficial interest in the Regulation S Book-Entry Certificate for a beneficial interest in the related Rule 144A Book-Entry Certificate (i) during the Restricted Period, the Owner Trustee shall be under a duty to examine the same to determine whether it conforms to certificate in the form of Exhibit O hereto given by the Certificate Owner, or (ii) after the Restricted Period, an Investment Representation Letter set forth as in the form of Exhibit C attached hereto from the transferee to the effect that such transferee is a Qualified Institutional Buyer (an "Investment Representation Letter"), the Certificate Registrar, as custodian of the Book-Entry Certificates, shall reduce the Denomination of the Regulation S Book-Entry Certificate by the Denomination of the beneficial interest in the Regulation S Book-Entry Certificate to be transferred, and, concurrently with such reduction, increase the Denomination of the Rule 144A Book-Entry Certificate by the aggregate Denomination of the beneficial interest in the Regulation S Book-Entry Certificate to be so transferred, and credit or cause to be credited to the account of the Person specified in such instructions (who shall promptly notify be a Depository Participant acting for or on behalf of Euroclear or Clearstream, or both, as the party delivering case may be) a beneficial interest in the same if Rule 144A Book-Entry Certificate having a Denomination equal to the amount by which the Denomination of the Regulation S Book-Entry Certificate was reduced upon such Investment Letter does not so conformtransfer.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (JPMorgan Chase Commercial Mortgage Securities Corp Series 2005-Ldp3), Pooling and Servicing Agreement (JPMorgan Chase Commercial Mortgage Securities Corp Series 2005-Ldp3)
Registration of Transfer and Exchange of Certificates. The Certificate Registrar (a) At all times during the term of this Agreement, there shall keep or cause to be kept, maintained at the office or agency maintained pursuant to Section 4.08, of the Certificate Registrar a Certificate Register in which, subject to such reasonable regulations as it the Certificate Registrar may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. Wells Fargo Bank,. N.A., located at 9062 Old Annapolis Road, Columbia, Mxxxxxnd 21045-1951, is hereby initiaxxx xxxxxxxxx Xxxxxxxxxxx Xxxxxxxxx xxx xxx xxxxxxx xx registering Certificates and transfers and exchanges of Certificates as herein provided. The Owner Trustee Certificate Registrar may appoint, by a written instrument delivered to the Depositor, the Trustee, the Paying Agent, the Special Servicer and the Master Servicers, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If Wells Fargo Bank, N.A. resigns or is removed as Paying Agent, the initial “Trustex xxxll immediately succeed to the duties of the Certificate Registrar.” Upon surrender for registration of transfer of any Certificate at the office or agency maintained pursuant to Section 4.08. The Depositor, the Owner Trustee, the Master Servicers and the Special Servicer shall have the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, and to rely conclusively upon the satisfaction a certificate of the conditions Certificate Registrar as to the information set forth in Section 4.09(cthe Certificate Register. The names and addresses of all Certificateholders and the names and addresses of the transferees of any Certificates shall be registered in the Certificate Register; provided, however, in no event shall the Certificate Registrar be required to maintain in the Certificate Register the names of Certificate Owners. The Person in whose name any Certificate is so registered shall be deemed and treated as the sole owner and Holder thereof for all purposes of this Agreement and the Certificate Registrar, the Master Servicers, the Paying Agent, the Trustee, the Special Servicer and any agent of any of them shall not be affected by any notice or knowledge to the contrary. A Definitive Certificate is transferable or exchangeable only upon the surrender of such Certificate to the Certificate Registrar at its office maintained at Wells Fargo Bank, N.A., Wells Fargo Center, Sixth Street and Marquette Axxxxx, Minneapolis, Minnxxxxx 55479, Attentixx: Xxxxxxxxx Xxxxx Xxxxxxxx - X.X. Xxxxxx 0000-XXX0 (xxx "Xxxxstrar Office") together with an assignmexx xxx xxxxsfer (executed by the Holder or his duly authorized attorney). Subject to the requirements of Sections 5.02(b), shall execute, authenticate (c) and deliver (or shall cause its authenticating agent to authenticate and deliverd), the Certificate Registrar shall execute and the Authenticating Agent shall duly authenticate in the name of the designated transferee or transferees, one or more new Certificates in Denominations of a like Percentage Interest dated aggregate Denomination as the date of authentication Definitive Certificate being surrendered. Such Certificates shall be delivered by the Owner Trustee or any authenticating agentCertificate Registrar in accordance with Section 5.02(e). At the option of a Certificateholder, Certificates may be exchanged for other Certificates of a like Percentage Interest upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 4.08. Every Each Certificate presented or surrendered for registration of transfer or exchange shall be accompanied canceled, and the Certificate Registrar shall hold such canceled Certificates in accordance with its standard procedures.
(b) No transfer of any Non-Registered Certificate shall be made unless that transfer is made pursuant to an effective registration statement under the Securities 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. If a transfer (other than one by the Depositor to an Affiliate thereof or by the Initial Purchasers to Redwood Trust, Inc.) is to be made in reliance upon an exemption from the Securities Act, and under the applicable state securities laws, then either:
(i) Rule 144A Book-Entry Certificate to Regulation S Book-Entry Certificate During the Restricted Period. If, during the Restricted Period, a written instrument Certificate Owner of an interest in a Rule 144A Book-Entry Certificate wishes at any time to transfer its beneficial interest in such Rule 144A Book-Entry Certificate to a Person who wishes to take delivery thereof in the form of Transferor a beneficial interest in a Regulation S Book-Entry Certificate, such Certificate set forth as Exhibit D heretoOwner may, duly executed in addition to complying with all applicable rules and procedures of the Depository and Clearstream or Euroclear applicable to transfers by their respective participants (the Certificateholder or his attorney duly authorized in writing. No service charge shall be made for any registration of "Applicable Procedures"), transfer or exchange cause the transfer of Certificates, but such beneficial interest for an equivalent beneficial interest in the Owner Trustee or Regulation S Book-Entry Certificate only upon compliance with 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 of Certificates. The preceding provisions of this Section 4.04 notwithstanding5.02(b)(i). Upon receipt by the Certificate Registrar at its Registrar Office of (1) written instructions given in accordance with the Applicable Procedures from a Depository Participant directing the Certificate Registrar to credit or cause to be credited to another specified Depository Participant's account a beneficial interest in the Regulation S Book-Entry Certificate in an amount equal to the Denomination of the beneficial interest in the Rule 144A Book-Entry Certificate to be transferred, (2) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Depository Participant (and the Euroclear or Clearstream account, as the case may be) to be credited with, and the account of the Depository Participant to be debited for, such beneficial interest, and (3) a certificate in the form of Exhibit K hereto given by the Certificate Owner that is transferring such interest, the Certificate Registrar, as custodian of the Book-Entry Certificates shall reduce the Denomination of the Rule 144A Book-Entry Certificate by the Denomination of the beneficial interest in the Rule 144A Book-Entry Certificate to be so transferred and, concurrently with such reduction, increase the Denomination of the Regulation S Book-Entry Certificate by the Denomination of the beneficial interest in the Rule 144A Book-Entry Certificate to be so transferred, and credit or cause to be credited to the account of the Person specified in such instructions (who shall be a Depository Participant acting for or on behalf of Euroclear or Clearstream, or both, as the case may be) a beneficial interest in the Regulation S Book-Entry Certificate having a Denomination equal to the amount by which the Denomination of the Rule 144A Book-Entry Certificate was reduced upon such transfer.
(ii) Rule 144A Book-Entry Certificate to Regulation S Book-Entry Certificate After the Restricted Period. If, after the Restricted Period, a Certificate Owner of an interest in a Rule 144A Book-Entry Certificate wishes at any time to transfer its beneficial interest in such Rule 144A Book-Entry Certificate to a Person who wishes to take delivery thereof in the form of a beneficial interest in a Regulation S Book-Entry Certificate, such holder may, in addition to complying with all Applicable Procedures, transfer or cause the transfer of such beneficial interest for an equivalent beneficial interest in a Regulation S Book-Entry Certificate only upon compliance with the provisions of this Section 5.02(b)(ii). Upon receipt by the Certificate Registrar at its Registrar Office of (1) written instructions given in accordance with the Applicable Procedures from a Depository Participant directing the Certificate Registrar to credit or cause to be credited to another specified Depository Participant's account a beneficial interest in the Regulation S Book-Entry Certificate in an amount equal to the Denomination of the beneficial interest in the Rule 144A Book-Entry Certificate to be transferred, (2) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Depository Participant (and, in the case of a transfer pursuant to and in accordance with Regulation S, the Euroclear or Clearstream account, as the case may be) to be credited with, and the account of the Depository Participant to be debited for, such beneficial interest, and (3) a certificate in the form of Exhibit N hereto given by the Certificate Owner that is transferring such interest, the Certificate Registrar as custodian of the Book-Entry Certificates shall not register transfers reduce the Denomination of the Rule 144A Book-Entry Certificate by the aggregate Denomination of the beneficial interest in the Rule 144A Book-Entry Certificate to be so transferred and, concurrently with such reduction, increase the Denomination of the Regulation S Book-Entry Certificate by the aggregate Denomination of the beneficial interest in the Rule 144A Book-Entry Certificate to be so transferred, and credit or exchanges cause to be credited to the account of Certificates the Person specified in such instructions (who shall be a Depository Participant acting for or on behalf of Euroclear or Clearstream, or both, as the case may be) a period beneficial interest in the Regulation S Book-Entry Certificate having a Denomination equal to the amount by which the Denomination of fifteen the Rule 144A Book-Entry Certificate was reduced upon such transfer.
(15iii) days preceding Regulation S Book-Entry Certificate to Rule 144A Book-Entry Certificate. If the Payment Date Certificate Owner of an interest in a Regulation S Book-Entry Certificate wishes at any time to transfer its beneficial interest in such Regulation S Book-Entry Certificate to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Rule 144A Book-Entry Certificate, such holder may, in addition to complying with all Applicable Procedures, transfer or cause the transfer of such beneficial interest for an equivalent beneficial interest in the Rule 144A Book-Entry Certificate only upon compliance with the provisions of this Section 5.2(b)(iii). Upon receipt by the Certificate Registrar at its Registrar Office of (1) written instructions given in accordance with the Applicable Procedures from a Depository Participant directing the Certificate Registrar to credit or cause to be credited to another specified Depository Participant's account a beneficial interest in the Rule 144A Book-Entry Certificate in an amount equal to the Denomination of the beneficial interest in the Regulation S Book-Entry Certificate to be transferred, (2) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Depository Participant to be credited with, and the account of the Depository Participant (or, if such account is held for Euroclear or Clearstream, the Euroclear or Clearstream account, as the case may be) to be debited for such beneficial interest, and (3) with respect to the Certificates. Notwithstanding anything contained herein to the contrary, neither the Certificate Registrar nor the Owner Trustee shall be responsible for ascertaining whether any a transfer complies with the registration provisions or exemptions from the Securities Act of 1933, as amended, the Securities Act of 1934, as amended, applicable state securities law or the Investment Company Act of 1940, as amended; provided, however, that if an Investment Letter is specifically required to be delivered to the Owner Trustee by a purchaser or transferee of a Certificatebeneficial interest in the Regulation S Book-Entry Certificate for a beneficial interest in the related Rule 144A Book-Entry Certificate (i) during the Restricted Period, the Owner Trustee shall be under a duty to examine the same to determine whether it conforms to certificate in the form of Exhibit O hereto given by the Certificate Owner, or (ii) after the Restricted Period, an Investment Representation Letter set forth as in the form of Exhibit C attached hereto from the transferee to the effect that such transferee is a Qualified Institutional Buyer (an "Investment Representation Letter"), the Certificate Registrar, as custodian of the Book-Entry Certificates, shall reduce the Denomination of the Regulation S Book-Entry Certificate by the Denomination of the beneficial interest in the Regulation S Book-Entry Certificate to be transferred, and, concurrently with such reduction, increase the Denomination of the Rule 144A Book-Entry Certificate by the aggregate Denomination of the beneficial interest in the Regulation S Book-Entry Certificate to be so transferred, and credit or cause to be credited to the account of the Person specified in such instructions (who shall promptly notify be a Depository Participant acting for or on behalf of Euroclear or Clearstream, or both, as the party delivering case may be) a beneficial interest in the same if Rule 144A Book-Entry Certificate having a Denomination equal to the amount by which the Denomination of the Regulation S Book-Entry Certificate was reduced upon such Investment Letter does not so conformtransfer.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2006-Ldp9), Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2006-Ldp9)
Registration of Transfer and Exchange of Certificates. The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 4.083.8, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar Owner Trustee shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The Owner Trustee Bankers Trust Company shall be the initial “Certificate Registrar.” . The Certificate Registrar shall provide the Trust Collateral Agent with a list of the names and addresses of the Certificateholders on the Closing Date in the form which such information is provided to the Certificate Registrar. Upon any transfers of Certificates, the Certificate Registrar shall notify the Trust Collateral Agent of the name and address of the transferee in writing, by facsimile, on the day of such transfer. Upon surrender for registration of transfer of any Certificate at the office or agency maintained pursuant to Section 4.083.8, the Owner Trustee, upon the satisfaction of the conditions set forth in Section 4.09(c), Trustee shall execute, authenticate and deliver (or shall cause Bankers Trust Company as 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 a like Percentage Interest class and aggregate face amount dated the date of authentication by the Owner Trustee or any authenticating agent. At the option of a CertificateholderHolder, Certificates may be exchanged for other Certificates of the same class in authorized denominations of a like Percentage Interest aggregate amount upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 4.083.8. Every Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the form of Transferor Owner Trustee and the Certificate set forth as Exhibit D hereto, Registrar duly executed by the Certificateholder or his attorney duly authorized in writing, with such signature guaranteed by an "eligible guarantor institution" meeting the requirements of the Certificate Registrar, which requirements include membership or participation in the Securities Transfer Agent's Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Certificate Registrar in addition to, or in substitution for, STAMP, all in accordance with the Exchange Act. Each Certificate surrendered for registration of transfer or exchange shall be canceled and subsequently disposed of by the Owner Trustee in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of Certificates, 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 of Certificates. The preceding provisions of this Section 4.04 notwithstanding, the Certificate Registrar shall not register transfers or exchanges of Certificates for a period of fifteen (15) days preceding the Payment Date with respect to the Certificates. Notwithstanding anything contained herein to the contrary, neither the Certificate Registrar nor the Owner Trustee shall be responsible for ascertaining whether any transfer complies with the registration provisions or exemptions from the Securities Act of 1933, as amended, the Securities Act of 1934, as amended, applicable state securities law or the Investment Company Act of 1940, as amended; provided, however, that if an Investment Letter is specifically required to be delivered to the Owner Trustee by a purchaser or transferee of a Certificate, the Owner Trustee shall be under a duty to examine the same to determine whether it conforms to the form of Investment Letter set forth as Exhibit C hereto and shall promptly notify the party delivering the same if such Investment Letter does not so conform.
Appears in 2 contracts
Samples: Trust Agreement (Americredit Financial Services Inc), Trust Agreement (Americredit Financial Services Inc)
Registration of Transfer and Exchange of Certificates. The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 4.083.10, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar shall (i) provide for the registration of the Certificates and of transfers and exchanges of the Certificates as herein providedprovided and (ii) record the Percentage Interest evidenced by each Certificate. The Owner Trustee Wilmington Trust Company shall be the initial “Certificate Registrar.” . If requested, the Certificate Registrar shall provide the Indenture Trustee with the name and address of the Certificateholders on the Closing Date. Upon any transfers of the Certificates, the Certificate Registrar shall notify the Indenture Trustee of the name and address of the transferee in writing, by facsimile, on the day of such transfer. Upon surrender for registration of transfer of any a Certificate at the office or agency maintained pursuant to Section 4.083.10, the Certificate Registrar or the Owner Trustee, upon the satisfaction of the conditions set forth in Section 4.09(c), Trustee shall execute, authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver), in the name of the designated transferee or transfereestransferee, one or more a new Certificates of a like Percentage Interest Certificate dated the date of authentication by the Certificate Registrar, the Owner Trustee or any authenticating agent. At the option of a Certificateholder, Certificates may be exchanged for other Certificates of a like Percentage Interest upon surrender All such transfers of the Certificates will only be made to be exchanged at an Affiliate of the office Depositor or agency maintained pursuant to Section 4.08a Qualified Institutional Buyer. Every A Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar and accompanied by IRS Form W-9 (or successor form) or IRS Form W-8 BEN-E (or other applicable IRS Form W‑8, not including IRS Form W-8ECI, or IRS Form W-8IMY with any IRS Forms W-8ECI attached), and such other documentation as may be reasonably required by the Owner Trustee in order to comply with Applicable Anti-Money Laundering Law, each in form of Transferor satisfactory to the Owner Trustee and the Certificate set forth as Exhibit D heretoRegistrar, duly executed by the applicable Certificateholder or his attorney duly authorized in writing, and, at the Certificate Registrar’s request, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Certificate Registrar, which requirements include membership or participation in the Securities Transfer Agent’s Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Certificate Registrar in addition to, or in substitution for, STAMP, all in accordance with the Exchange Act. Each Certificate surrendered for registration of transfer or exchange shall be canceled and subsequently disposed of by the Certificate Registrar in accordance with its customary practice. No transfer will be effectuated hereunder unless the Owner Trustee has received the transfer documentation required hereunder. No service charge shall be made for any registration of transfer or exchange of the Certificates, 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 of the Certificates. The preceding provisions transferee of this Section 4.04 notwithstandinga Certificate acknowledges that it is deemed to represent that, as a result of its own activities separate from those of the Issuer, it would not be required to treat income from the Certificate Registrar as effectively connected to a United States trade or business of a person that is not U.S. person (within the meaning of Section 7701(a)(30) of the Code), and it further acknowledges that this Agreement provides that no holder of a Certificate shall not register transfers or exchanges of Certificates for a period of fifteen (15) days preceding the Payment Date with respect to the Certificates. Notwithstanding anything contained herein to the contrary, neither the Certificate Registrar nor provide the Owner Trustee shall or Certificate Registrar with either an IRS Form W-8ECI (or successor form) or an IRS Form W-8IMY (or successor form) to which an IRS Form W-8ECI (or successor form) is attached (either directly or as part of another form attached to such IRS Form W-8IMY). No portion of a Certificate or any interest therein may be responsible transferred, directly or indirectly, to any Person which would provide an IRS Form W‑8ECI or IRS Form W‑8IMY with an attached IRS Form W‑8ECI in response to the withholding requirements of the Code. Each holder of a Certificate (or a beneficial interest therein), by acceptance of such Certificate or such interest in such Certificate (A) either (I) is not and will not become for ascertaining whether U.S. federal income tax purposes a Flow-Through Entity or (II) if it is or becomes a Flow-Through Entity, then (1) none of the direct or indirect beneficial owners of any transfer complies with of the registration provisions interests in such Flow-Through Entity has or exemptions from ever will have more than 50% of the Securities Act value of 1933, as amendedits interest in such Flow-Through Entity attributable to the interest of such Flow-Through Entity in the Class E Notes, the Securities Act Class F Notes and the Certificates and (2) it is not and will not be a principal purpose of 1934, as amended, applicable state securities law or the Investment Company Act arrangement involving the investment of 1940, as amended; provided, however, that if an Investment Letter is specifically required such Flow-Through Entity in any Certificate to permit any partnership to satisfy the 100 partner limitation of section 1.7704-1(h)(1)(ii) of the Treasury Regulations necessary for such partnership not to be delivered classified as a publicly traded partnership under the Code, (B) it will not sell, assign, transfer, pledge or otherwise convey any participating interest in any Certificate or any financial instrument or contract the value of which is determined by reference in whole or in part to any Note, (C) it is not acquiring and will not sell, transfer, assign, participate, pledge or otherwise dispose of any Certificate (or interest therein) or cause any Certificate (or interest therein) to be marketed on or through an “established securities market” within the Owner Trustee by meaning of Section 7704(b) of the Code, including, without limitation, an interdealer quotation system that regularly disseminates firm buy or sell quotations and (D) it does not and will not beneficially own a purchaser Certificate (or transferee any beneficial interest therein) in an amount that is less than the minimum denomination for such Certificate. No holder of a CertificateCertificate shall acquire, the Owner Trustee shall be under a duty to examine the same to determine whether it conforms to the form sell, transfer, assign, participate, pledge, or dispose of Investment Letter set forth as Exhibit C hereto and shall promptly notify the party delivering the same any Certificate (or interest therein) if such Investment Letter does not so conformacquisition, sale, transfer, assignment, participation, pledge or disposition is through, or would cause any Certificate (or interest therein) to be marketed on or through, an “established securities market” within the meaning of Section 7704(b)(1) of the Code, including, without limitation, an over-the-counter market or an interdealer quotation system that regularly disseminates firm buy or sell quotations.
Appears in 2 contracts
Samples: Trust Agreement (Exeter Automobile Receivables Trust 2020-3), Trust Agreement (Exeter Automobile Receivables Trust 2020-3)
Registration of Transfer and Exchange of Certificates. (a) The Certificate Titling Company Registrar shall will keep or cause to be kept, at the office or agency maintained pursuant to Section 4.085.5, a Certificate Register in whichthat, subject to such reasonable regulations as it may prescribe, the Certificate Titling Company Registrar shall will provide for the registration of Certificates and of transfers and exchanges of Certificates as herein providedCertificates. The Owner Trustee shall be Titling Company Registrar will not register any transfer, sale, assignment, hypothecation, pledge or other conveyance of any Certificate unless the initial “request for such transfer, sale, assignment, hypothecation, pledge or other conveyance is accompanied by either (i) in the case of a conveyance that constitutes a Registered Pledge, a Notice of Registered Pledge and the other documentation required under Sections 5.4(e) and 5.7 or (ii) in the case of any other conveyance of a Certificate Registrarsubject to a Registered Pledge, evidence that the related Registered Pledgees have consented to such conveyance.”
(b) Upon surrender for registration of transfer of any Certificate to the Titling Company Registrar at the office or agency maintained pursuant to Section 4.08its Corporate Trust Office, the Owner Trustee, upon the satisfaction an Authorized Officer of the conditions set forth in Section 4.09(c), shall Titling Company Registrar will execute, authenticate and deliver (or shall cause its authenticating agent to authenticate authenticate, and deliver), in the name of the designated transferee or transferees, one or more new Certificates of in a like Percentage Interest aggregate amount dated the date of authentication by the Owner Trustee or any authenticating agent. At the option of a Certificateholder, Certificates may be exchanged for other Certificates of a like Percentage Interest upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 4.08. Titling Company Registrar.
(c) Every Certificate presented or surrendered for registration of transfer or exchange shall will be accompanied by a written an instrument of transfer or exchange in form satisfactory to the form of Transferor Certificate set forth as Exhibit D hereto, Titling Company Registrar duly executed by the Certificateholder or his attorney duly authorized Holder, including, with respect to any Certificate subject to a Registered Pledge, the documentation described in writingSection 5.4(a)(ii). Each Certificate surrendered for registration of transfer and exchange will be canceled and subsequently disposed of by the Titling Company Registrar.
(d) No service charge shall will be made for any registration of transfer or exchange of Certificates, but the Owner Trustee or the Certificate Titling Company 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 of Certificates.
(e) Except to the extent specified in this Agreement or in the related Servicing Agreement, Certificates may be assigned, pledged or otherwise transferred. The preceding provisions However, the Certificates may be assigned, pledged or otherwise transferred only upon delivery of an Opinion of Counsel addressed to the Titling Company Administrator, the Titling Company Registrar and the Company that such assignment, pledge or transfer will not cause the Company to be classified as an association (or publicly traded partnership) taxable as a corporation for U.S. federal income tax purposes. Any attempted assignment, pledge, or other transfer in violation of this Section 4.04 notwithstanding5.4(e) will be void from the beginning. In addition, each assignee, pledgee or other transferee must, prior to or contemporaneously with any such assignment, pledge or other transfer, execute an agreement containing a non-petition covenant substantially similar to that set forth in Section 11.8 and deliver to the Titling Company Administrator, the Certificate Titling Company Registrar shall not register transfers or exchanges and the Member an executed copy of Certificates for a period of fifteen (15) days preceding the Payment Date with respect such agreement. In addition to the Certificates. Notwithstanding anything contained herein to foregoing, in the contrary, neither the Certificate Registrar nor the Owner Trustee shall be responsible for ascertaining whether any transfer complies with the registration provisions or exemptions from the Securities Act case of 1933, as amended, the Securities Act of 1934, as amended, applicable state securities law or the Investment Company Act of 1940, as amended; provided, however, that if an Investment Letter is specifically required to be delivered to the Owner Trustee by a purchaser or transferee pledge of a Certificate, the Owner Trustee shall be under Holder will deliver to the Titling Company Registrar (with a duty copy to examine the same to determine whether it conforms to Titling Company Administrator) a notice of registered pledge substantially in the form of Investment Letter set forth as Exhibit C hereto (a “Notice of Registered Pledge”), an executed copy of the related security agreement and shall promptly notify any agreements governing the party delivering exercise by the same if pledgee of the rights of a Holder with respect to the applicable Certificate (any such Investment Letter does not so conformpledge, a “Registered Pledge”).
(f) The Titling Company Registrar will deliver, or cause to be delivered, a copy of this Agreement to each Person that becomes a Holder or Registered Pledgee.
Appears in 2 contracts
Samples: Limited Liability Company Agreement (CAB West LLC), Limited Liability Company Agreement (CAB West LLC)
Registration of Transfer and Exchange of Certificates. The Certificate Registrar (a) At all times during the term of this Agreement, there shall keep or cause to be kept, maintained at the office or agency maintained pursuant to Section 4.08, of the Certificate Registrar a Certificate Register in which, subject to such reasonable regulations as it the Certificate Registrar may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. _______________________________ is hereby initially appointed Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Owner Certificate Registrar may appoint, by a written instrument delivered to the Depositor, the Trustee, the Special Servicer, the Servicer and the Fiscal Agent, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided, that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If ________________________ resigns or is removed as Certificate Registrar, the Trustee shall be the initial “immediately succeed to its predecessor's duties as Certificate Registrar.” Upon surrender for registration of transfer of any . If _______________________ is removed as Paying Agent, then ___________________________ shall be terminated as Certificate at the office or agency maintained pursuant to Section 4.08Registrar. The Depositor, the Owner Trustee, the Paying Agent, the Servicer and the Special Servicer shall have the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, and to rely conclusively upon the satisfaction a certificate of the conditions Certificate Registrar as to the information set forth in Section 4.09(cthe Certificate Register. The names and addresses of all Certificateholders and the names and addresses of the transferees of any Certificates shall be registered in the Certificate Register; provided, however, in no event shall the Certificate Registrar be required to maintain in the Certificate Register the names of Certificate Owners. The Person in whose name any Certificate is so registered shall be deemed and treated as the sole owner and Holder thereof for all purposes of this Agreement and the Certificate Registrar, the Servicer, the Trustee, the Fiscal Agent, the Paying Agent, the Special Servicer and any agent of any of them shall not be affected by any notice or knowledge to the contrary. A Definitive Certificate is transferable or exchangeable only upon the surrender of such Certificate to the Certificate Registrar at its office maintained at ___________________________________ or at the Corporate Trust Office, if the Trustee is the Certificate Registrar (the "Registrar Office") together with an assignment and transfer (executed by the Holder or his duly authorized attorney). Subject to the requirements of Sections 5.02(b), shall execute, authenticate (c) and deliver (or shall cause its authenticating agent to authenticate and deliverd), the Certificate Registrar shall execute and the Authenticating Agent shall duly authenticate in the name of the designated transferee or transferees, one or more new Certificates in Denominations of a like Percentage Interest dated aggregate Denomination as the date of authentication Definitive Certificate being surrendered. Such Certificates shall be delivered by the Owner Trustee or any authenticating agentCertificate Registrar in accordance with Section 5.02(e). At the option of a Certificateholder, Certificates may be exchanged for other Certificates of a like Percentage Interest upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 4.08. Every Each Certificate presented or surrendered for registration of transfer or exchange shall be accompanied canceled, and the Certificate Registrar shall hold such canceled Certificates in accordance with its standard procedures.
(b) No transfer of any Non-Registered Certificate shall be made unless that transfer is made pursuant to an effective registration statement under the Securities 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. If a transfer (other than one by a written instrument of transfer the Depositor to an Affiliate thereof) is to be made in reliance upon an exemption from the Securities Act, and under the applicable state securities laws, then either: (i) the Certificate Registrar shall require that the transferee deliver to the Certificate Registrar an investment representation letter (the "Investment Representation Letter") substantially in the form of Transferor Certificate set forth as Exhibit D C attached hereto, duly executed by which Investment Representation Letter shall certify, among other things, that the Certificateholder transferee is an institutional "accredited investor" as defined in Rule 501(a)(1), (2), (3) or his attorney duly authorized (7) of Regulation D under the Securities Act (an "Institutional Accredited Investor") or a "qualified institutional buyer" as defined in writing. No service charge shall be made for any registration of transfer or exchange of CertificatesRule 144A under the Securities Act (a "Qualified Institutional Buyer"), but the Owner Trustee or and the Certificate Registrar may also require payment that the transferee deliver to the Certificate Registrar an Opinion of Counsel if such transferee is not a sum sufficient to cover any tax Qualified Institutional Buyer or governmental charge that may (ii) if the certifications described in the preceding clause (i) cannot be imposed in connection with any transfer or exchange of Certificates. The preceding provisions of this Section 4.04 notwithstandingprovided, (a) the Certificate Registrar shall not register transfers or exchanges require an Opinion of Certificates for a period of fifteen (15) days preceding the Payment Date with respect Counsel reasonably satisfactory to the Certificates. Notwithstanding anything contained herein to the contrary, neither the Certificate Registrar nor and the Owner Trustee shall Depositor that such transfer may be responsible for ascertaining whether any transfer complies with made pursuant to an exemption, describing the applicable exemption and the basis therefor, from registration provisions or exemptions from qualification under the Securities Act of 1933, as amended, the Securities Act of 1934, as amendedAct, applicable state securities law or laws and other relevant laws, which Opinion of Counsel shall not be an expense of the Investment Company Act of 1940, as amended; provided, however, that if an Investment Letter is specifically required to be delivered to the Owner Trustee by a purchaser or transferee of a CertificateTrust Fund, the Owner Trustee shall be under a duty to examine Certificate Registrar, the same to determine whether it conforms to the form of Investment Letter set forth as Exhibit C hereto and shall promptly notify the party delivering the same if such Investment Letter does not so conform.Depositor or
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Ge Commercial Mortgage Corp), Pooling and Servicing Agreement (Ge Capital Commercial Mortgage Corp)
Registration of Transfer and Exchange of Certificates. The Certificate Registrar (a) At all times during the term of this Agreement, there shall keep or cause to be kept, maintained at the office or agency maintained pursuant to Section 4.08, of the Certificate Registrar a Certificate Register in which, subject to such reasonable regulations as it the Certificate Registrar may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. JPMorgan Chase Bank, National Association, located at 2001 Bryan Street, Dallas, Texas 75201, is hereby initially appointed Cxxxxxxxxxx Xxxxxxxxx for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Owner Certificate Registrar may appoint, by a written instrument delivered to the Depositor, the Trustee, the Paying Agent, the Special Servicer and the Master Servicer, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor certificate registrar may prescribe, provided that the predecessor certificate registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If JPMorgan Chase Bank, National Association resigns or is removed as Paying Agent, the Trustee shall be the initial “immediately succeed to its predecessor's duties as Certificate Registrar.” Upon surrender for registration of transfer of any Certificate at the office or agency maintained pursuant to Section 4.08. The Depositor, the Owner Trustee, the Master Servicer and the Special Servicer shall have the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, and to rely conclusively upon the satisfaction a certificate of the conditions Certificate Registrar as to the information set forth in Section 4.09(cthe Certificate Register. The names and addresses of all Certificateholders and the names and addresses of the transferees of any Certificates shall be registered in the Certificate Register; provided, however, in no event shall the Certificate Registrar be required to maintain in the Certificate Register the names of Certificate Owners. The Person in whose name any Certificate is so registered shall be deemed and treated as the sole owner and Holder thereof for all purposes of this Agreement and the Certificate Registrar, the Master Servicer, the Paying Agent, the Trustee, the Special Servicer and any agent of any of them shall not be affected by any notice or knowledge to the contrary. A Definitive Certificate is transferable or exchangeable only upon the surrender of such Certificate to the Certificate Registrar at its office maintained at JPMorgan Chase Bank, National Association, as Certificate Registrar, 2001 Bryan Street, Dallas, Texas 75201, Attention: Global Debt JPMorgan 0000-X0 (xxx "Registrar Office") together with an assignment and transfer (executed by the Holder or his duly authorized attorney). Subject to the requirements of Sections 5.02(b), shall execute, authenticate (c) and deliver (or shall cause its authenticating agent to authenticate and deliverd), the Certificate Registrar shall execute and the Authenticating Agent shall duly authenticate in the name of the designated transferee or transferees, one or more new Certificates in Denominations of a like Percentage Interest dated aggregate Denomination as the date of authentication Definitive Certificate being surrendered. Such Certificates shall be delivered by the Owner Trustee or any authenticating agentCertificate Registrar in accordance with Section 5.02(e). At the option of a Certificateholder, Certificates may be exchanged for other Certificates of a like Percentage Interest upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 4.08. Every Each Certificate presented or surrendered for registration of transfer or exchange shall be accompanied canceled, and the Certificate Registrar shall hold such canceled Certificates in accordance with its standard procedures.
(b) No transfer of any Non-Registered Certificate shall be made unless that transfer is made pursuant to an effective registration statement under the Securities 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. If a transfer (other than one by the Depositor to an Affiliate thereof or by the Initial Purchasers to JER Investors Trust Inc.) is to be made in reliance upon an exemption from the Securities Act, and under the applicable state securities laws, then either:
(i) Rule 144A Book-Entry Certificate to Regulation S Book-Entry Certificate During the Restricted Period. If, during the Restricted Period, a written instrument Certificate Owner of an interest in a Rule 144A Book-Entry Certificate wishes at any time to transfer its beneficial interest in such Rule 144A Book-Entry Certificate to a Person who wishes to take delivery thereof in the form of Transferor a beneficial interest in a Regulation S Book-Entry Certificate, such Certificate set forth as Exhibit D heretoOwner may, duly executed in addition to complying with all applicable rules and procedures of the Depository and Clearstream or Euroclear applicable to transfers by their respective participants (the Certificateholder or his attorney duly authorized in writing. No service charge shall be made for any registration of "Applicable Procedures"), transfer or exchange cause the transfer of Certificates, but such beneficial interest for an equivalent beneficial interest in the Owner Trustee or Regulation S Book-Entry Certificate only upon compliance with 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 of Certificates. The preceding provisions of this Section 4.04 notwithstanding5.02(b)(i). Upon receipt by the Certificate Registrar at its Registrar Office of (1) written instructions given in accordance with the Applicable Procedures from a Depository Participant directing the Certificate Registrar to credit or cause to be credited to another specified Depository Participant's account a beneficial interest in the Regulation S Book-Entry Certificate in an amount equal to the Denomination of the beneficial interest in the Rule 144A Book-Entry Certificate to be transferred, (2) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Depository Participant (and the Euroclear or Clearstream account, as the case may be) to be credited with, and the account of the Depository Participant to be debited for, such beneficial interest, and (3) a certificate in the form of Exhibit K hereto given by the Certificate Owner that is transferring such interest, the Certificate Registrar, as custodian of the Book-Entry Certificates shall reduce the Denomination of the Rule 144A Book-Entry Certificate by the Denomination of the beneficial interest in the Rule 144A Book-Entry Certificate to be so transferred and, concurrently with such reduction, increase the Denomination of the Regulation S Book-Entry Certificate by the Denomination of the beneficial interest in the Rule 144A Book-Entry Certificate to be so transferred, and credit or cause to be credited to the account of the Person specified in such instructions (who shall be a Depository Participant acting for or on behalf of Euroclear or Clearstream, or both, as the case may be) a beneficial interest in the Regulation S Book-Entry Certificate having a Denomination equal to the amount by which the Denomination of the Rule 144A Book-Entry Certificate was reduced upon such transfer.
(ii) Rule 144A Book-Entry Certificate to Regulation S Book-Entry Certificate After the Restricted Period. If, after the Restricted Period, a Certificate Owner of an interest in a Rule 144A Book-Entry Certificate wishes at any time to transfer its beneficial interest in such Rule 144A Book-Entry Certificate to a Person who wishes to take delivery thereof in the form of a beneficial interest in a Regulation S Book-Entry Certificate, such holder may, in addition to complying with all Applicable Procedures, transfer or cause the transfer of such beneficial interest for an equivalent beneficial interest in a Regulation S Book-Entry Certificate only upon compliance with the provisions of this Section 5.02(b)(ii). Upon receipt by the Certificate Registrar at its Registrar Office of (1) written instructions given in accordance with the Applicable Procedures from a Depository Participant directing the Certificate Registrar to credit or cause to be credited to another specified Depository Participant's account a beneficial interest in the Regulation S Book-Entry Certificate in an amount equal to the Denomination of the beneficial interest in the Rule 144A Book-Entry Certificate to be transferred, (2) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Depository Participant (and, in the case of a transfer pursuant to and in accordance with Regulation S, the Euroclear or Clearstream account, as the case may be) to be credited with, and the account of the Depository Participant to be debited for, such beneficial interest, and (3) a certificate in the form of Exhibit N hereto given by the Certificate Owner that is transferring such interest, the Certificate Registrar as custodian of the Book-Entry Certificates shall not register transfers reduce the Denomination of the Rule 144A Book-Entry Certificate by the aggregate Denomination of the beneficial interest in the Rule 144A Book-Entry Certificate to be so transferred and, concurrently with such reduction, increase the Denomination of the Regulation S Book-Entry Certificate by the aggregate Denomination of the beneficial interest in the Rule 144A Book-Entry Certificate to be so transferred, and credit or exchanges cause to be credited to the account of Certificates the Person specified in such instructions (who shall be a Depository Participant acting for or on behalf of Euroclear or Clearstream, or both, as the case may be) a period beneficial interest in the Regulation S Book-Entry Certificate having a Denomination equal to the amount by which the Denomination of fifteen the Rule 144A Book-Entry Certificate was reduced upon such transfer.
(15iii) days preceding Regulation S Book-Entry Certificate to Rule 144A Book-Entry Certificate. If the Payment Date Certificate Owner of an interest in a Regulation S Book-Entry Certificate wishes at any time to transfer its beneficial interest in such Regulation S Book-Entry Certificate to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Rule 144A Book-Entry Certificate, such holder may, in addition to complying with all Applicable Procedures, transfer or cause the transfer of such beneficial interest for an equivalent beneficial interest in the Rule 144A Book-Entry Certificate only upon compliance with the provisions of this Section 5.2(b)(iii). Upon receipt by the Certificate Registrar at its Registrar Office of (1) written instructions given in accordance with the Applicable Procedures from a Depository Participant directing the Certificate Registrar to credit or cause to be credited to another specified Depository Participant's account a beneficial interest in the Rule 144A Book-Entry Certificate in an amount equal to the Denomination of the beneficial interest in the Regulation S Book-Entry Certificate to be transferred, (2) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Depository Participant to be credited with, and the account of the Depository Participant (or, if such account is held for Euroclear or Clearstream, the Euroclear or Clearstream account, as the case may be) to be debited for such beneficial interest, and (3) with respect to the Certificates. Notwithstanding anything contained herein to the contrary, neither the Certificate Registrar nor the Owner Trustee shall be responsible for ascertaining whether any a transfer complies with the registration provisions or exemptions from the Securities Act of 1933, as amended, the Securities Act of 1934, as amended, applicable state securities law or the Investment Company Act of 1940, as amended; provided, however, that if an Investment Letter is specifically required to be delivered to the Owner Trustee by a purchaser or transferee of a Certificatebeneficial interest in the Regulation S Book-Entry Certificate for a beneficial interest in the related Rule 144A Book-Entry Certificate (i) during the Restricted Period, the Owner Trustee shall be under a duty to examine the same to determine whether it conforms to certificate in the form of Exhibit O hereto given by the Certificate Owner, or (ii) after the Restricted Period, an Investment Representation Letter set forth as in the form of Exhibit C attached hereto from the transferee to the effect that such transferee is a Qualified Institutional Buyer (an "Investment Representation Letter"), the Certificate Registrar, as custodian of the Book-Entry Certificates, shall reduce the Denomination of the Regulation S Book-Entry Certificate by the Denomination of the beneficial interest in the Regulation S Book-Entry Certificate to be transferred, and, concurrently with such reduction, increase the Denomination of the Rule 144A Book-Entry Certificate by the aggregate Denomination of the beneficial interest in the Regulation S Book-Entry Certificate to be so transferred, and credit or cause to be credited to the account of the Person specified in such instructions (who shall promptly notify be a Depository Participant acting for or on behalf of Euroclear or Clearstream, or both, as the party delivering case may be) a beneficial interest in the same if Rule 144A Book-Entry Certificate having a Denomination equal to the amount by which the Denomination of the Regulation S Book-Entry Certificate was reduced upon such Investment Letter does not so conformtransfer.
Appears in 1 contract
Registration of Transfer and Exchange of Certificates. The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 4.083.8, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar Owner Trustee shall provide for the registration of Certificates (whether in certificated or uncertificated form) and of transfers and exchanges of Certificates (whether in certificated or uncertificated form) as herein provided. The Owner Trustee shall be the initial “Certificate Registrar.” Registrar . The Certificate Registrar shall provide the Trustee with a list of the names and addresses of the Certificateholders on each Series Closing Date in the form which such information is provided to the Certificate Registrar by the Depositor. Upon any transfers of Certificates, the Certificate Registrar shall notify the Trustee of the name and address of the transferee in writing, by facsimile, on the day of such transfer. If a Certificate is in certificated form, upon surrender for registration of transfer of any Certificate to the Certificate Registrar at the office or agency maintained pursuant to Section 4.083.8, the Owner Trustee, upon the satisfaction of the conditions set forth in Section 4.09(c), Trustee shall execute, authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Certificates of a like the same Series in the aggregate Percentage Interest to be transferred, dated the date of authentication by the Owner Trustee or any authenticating agent. At If a Certificate is in uncertificated form, upon representation of such Certificate in accordance with Section 3.2, the Certificate Registrar shall reflect in the Certificate Registrar the transfer of the relevant Percentage Interest. If a Certificate is in certificated form, at the option of a Certificateholderthe Holder thereof, Certificates such Certificate may be exchanged for one or more other Certificates of the same Series in authorized denominations of a like Percentage Interest upon surrender of the Certificates of the same Series, to be exchanged at the office or agency maintained pursuant to Section 4.083.8. Certificates may be issued in any Percentage Interest not to exceed 100%. Every Certificate presented or or, in the case of certificated Certificates, surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the form of Transferor Owner Trustee and the Certificate set forth as Exhibit D hereto, Registrar duly executed by the Certificateholder or his attorney duly authorized in writing, with such signature guaranteed by an "eligible guarantor institution" meeting the requirements of the Certificate Registrar, which requirements include membership or participation in the Securities Transfer Agents Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Certificate Registrar in addition to, or in substitution for, STAMP, all in accordance with the Exchange Act. Each certificated Certificate surrendered for registration of transfer or exchange shall be canceled and subsequently disposed of by the Owner Trustee in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of Certificates, 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 of Certificates. The preceding provisions of this Section 4.04 notwithstanding, the Certificate Registrar shall not register transfers or exchanges of Certificates for a period of fifteen (15) days preceding the Payment Date with respect to the Certificates. Notwithstanding anything contained herein to the contrary, neither the Certificate Registrar nor the Owner Trustee shall be responsible for ascertaining whether any transfer complies with the registration provisions or exemptions from the Securities Act of 1933, as amended, the Securities Act of 1934, as amended, applicable state securities law or the Investment Company Act of 1940, as amended; provided, however, that if an Investment Letter is specifically required to be delivered to the Owner Trustee by a purchaser or transferee of a Certificate, the Owner Trustee shall be under a duty to examine the same to determine whether it conforms to the form of Investment Letter set forth as Exhibit C hereto and shall promptly notify the party delivering the same if such Investment Letter does not so conform.
Appears in 1 contract
Samples: Trust Agreement (Household Automotive Trust 2001-1)
Registration of Transfer and Exchange of Certificates. The Certificate Registrar (a) At all times during the term of this Agreement, there shall keep or cause to be kept, maintained at the office or agency maintained pursuant to Section 4.08, of the Certificate Registrar a Certificate Register in which, subject to such reasonable regulations as it the Certificate Registrar may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. LaSalle Bank National Association, located at 135 South LaSalle Street, Suite 1625, Chicago, Illinois 60603 is hereby xxxxxxxxx xxxxxxxxx Xxxxxxxxxxx Xxxxxxxxx xxx xxx xxxxxxx xx registering Certificates and transfers and exchanges of Certificates as herein provided. The Owner Certificate Registrar may appoint, by a written instrument delivered to the Depositor, the Paying Agent, the Trustee, the Special Servicer and the Servicer, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If LaSalle Bank National Association resigns or is removed as Paying Agent, the Trustee shall be the initial “immediately succeed to its predecessor's duties as Certificate Registrar.” Upon surrender for registration of transfer of any Certificate at the office or agency maintained pursuant to Section 4.08. The Depositor, the Owner Trustee, the Servicer and the Special Servicer shall have the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, and to rely conclusively upon the satisfaction a certificate of the conditions Certificate Registrar as to the information set forth in Section 4.09(cthe Certificate Register. The names and addresses of all Certificateholders and the names and addresses of the transferees of any Certificates shall be registered in the Certificate Register; provided, however, in no event shall the Certificate Registrar be required to maintain in the Certificate Register the names of Certificate Owners. The Person in whose name any Certificate is so registered shall be deemed and treated as the sole owner and Holder thereof for all purposes of this Agreement and the Certificate Registrar, the Servicer, the Paying Agent, the Trustee, the Special Servicer and any agent of any of them shall not be affected by any notice or knowledge to the contrary. A Definitive Certificate is transferable or exchangeable only upon the surrender of such Certificate to the Certificate Registrar at its office maintained at LaSalle Bank National Association, 135 South LaSalle Street, Suite 1625, Chicago, Illinois 60603, Attn: Asxxx Xxxxxx Xxxxxxxxxx Xxxxx Xxxxxxxx Xxxxx- X.X. Xxxxxx Xxxxx Commercial Mortgage Securities Corp., Commercial Mortxxxx Xxxx-Xhxxxxx Certificates, Series 2003-CIBC6 (the "Registrar Office") together with an assignment and transfer (executed by the Holder or his duly authorized attorney). Subject to the requirements of Sections 5.02(b), shall execute, authenticate (c) and deliver (or shall cause its authenticating agent to authenticate and deliverd), the Certificate Registrar shall execute and the Authenticating Agent shall duly authenticate in the name of the designated transferee or transferees, one or more new Certificates in Denominations of a like Percentage Interest dated aggregate Denomination as the date of authentication Definitive Certificate being surrendered. Such Certificates shall be delivered by the Owner Trustee or any authenticating agentCertificate Registrar in accordance with Section 5.02(e). At the option of a Certificateholder, Certificates may be exchanged for other Certificates of a like Percentage Interest upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 4.08. Every Each Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in the form of Transferor Certificate set forth as Exhibit D heretocanceled, duly executed by the Certificateholder or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Certificates, 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 of Certificates. The preceding provisions of this Section 4.04 notwithstanding, and the Certificate Registrar shall not register transfers or exchanges hold such canceled Certificates in accordance with its standard procedures.
(b) No transfer of Certificates for a period of fifteen (15) days preceding the Payment Date with respect to the Certificates. Notwithstanding anything contained herein to the contrary, neither the any Non-Registered Certificate Registrar nor the Owner Trustee shall be responsible for ascertaining whether any made unless that transfer complies with is made pursuant to an effective registration statement under the Securities Act, and effective registration provisions or exemptions qualification under applicable state securities laws, or is made in a transaction which does not require such registration or qualification. If a transfer (other than one by the Depositor to an Affiliate thereof or by the Initial Purchasers to ARCap CMBS Fund REIT, Inc.) is to be made in reliance upon an exemption from the Securities Act of 1933Act, as amended, and under the Securities Act of 1934, as amended, applicable state securities law or the Investment Company Act of 1940laws, as amended; provided, however, that if an Investment Letter is specifically required to be delivered to the Owner Trustee by a purchaser or transferee of a Certificate, the Owner Trustee shall be under a duty to examine the same to determine whether it conforms to the form of Investment Letter set forth as Exhibit C hereto and shall promptly notify the party delivering the same if such Investment Letter does not so conform.then either:
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Jp Morgan Chase Com Sec Corp Pass Thru Cert Ser 2003-Cibc6)
Registration of Transfer and Exchange of Certificates. The Certificate Registrar Depositor shall keep maintain or cause to be kept, at maintained in accordance with the office or agency maintained pursuant to provisions of Section 4.08, 6.05 a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar Depositor shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The Owner Trustee shall be the initial “Certificate Registrar.” Upon surrender for registration of transfer of any Certificate at the office or agency maintained pursuant to Section 4.08of the Certificate Registrar, the Owner Trustee, upon Depositor shall execute and the satisfaction of Trustee or the conditions set forth in Section 4.09(c), Authenticating Agent shall execute, authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver), in the name of the designated transferee or transfereestransferee, one or more new Certificates in authorized denominations of a like the same aggregate initial Principal Balance or the same aggregate Percentage Interest dated Interest, as the date of authentication by the Owner Trustee or any authenticating agentcase may be. At the option of a the Certificateholder, Certificates may be exchanged for other Certificates of a like authorized denominations evidencing the same aggregate initial Principal Balance or the same aggregate Percentage Interest Interest, as the case may be, upon surrender of the Certificates to be exchanged at the any such office or agency maintained pursuant agency. Whenever any Certificates are so surrendered for exchange, the Depositor shall execute and the Trustee or Authenticating Agent shall authenticate and deliver the Certificates which the Certificateholder making the exchange is entitled to Section 4.08receive. Every Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the form of Transferor Trustee, the Depositor and the Certificate set forth as Exhibit D hereto, Registrar duly executed by the Certificateholder Holder thereof or his attorney duly authorized in writing. Notwithstanding the foregoing, no transfer or exchange of any 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 shall be made for any registration of transfer or exchange of the Certificates, 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 of Certificates. All Certificates surrendered for registration of transfer and exchange shall be canceled and, subject to any record retention requirements of the Exchange Act, subsequently destroyed by the Trustee or, at its direction, by the Certificate Registrar. The Depositor will cause the Certificate Registrar to provide to the Trustee and the Paying Agent, if the Paying Agent is not the Certificate Registrar, not later than the third Business Day next preceding provisions each Distribution Date, the names and addresses of the Certificateholders as of the Record Date and the aggregate Principal Balance 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” within 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 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 (other a U.S. Person with respect to whom income is attributable to a foreign permanent establishment or fixed base (within the meaning of an applicable income tax treaty) of such person or any other 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 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”). The Depositor shall not execute and the Trustee or Authenticating Agent shall not authenticate and deliver, a new Residual Certificate in connection with any transfer of a Residual Certificate, and the Depositor, the Certificate Registrar and the Trustee shall not accept a surrender for transfer or registration of transfer, or register the transfer of, any Residual Certificate unless the transferor shall have provided to the Depositor, the Certificate Registrar 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 the Depositor 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 the Depositor 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 the Depositor, the reasonable cost of computing and furnishing such information may be charged to the transferor or such Agent; however, the Trustee and the Depositor 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 Certificate Registrar and 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 Section 4.04 notwithstandingparagraph and the preceding paragraph. No transfer of any Private Certificate may be made unless such transfer is made pursuant to an effective registration statement under the Act and applicable state securities laws, or an exemption from the Act and applicable state securities laws is available. Upon surrender for registration of transfer of any Private Certificate in reliance on such an exemption, (1) the Trustee and the Certificate Registrar shall not accept surrender for transfer or registration of transfer of, or register transfers or exchanges the transfer of, any Private Certificate and (2) the Depositor shall not execute, and the Trustee and the Authenticating Agent shall not authenticate and deliver, any new Private Certificate in connection with the transfer of Certificates for a period of fifteen (15) days preceding any Private Certificate, unless the Payment Date with respect transferee delivers to the Depositor, the Certificate Registrar and the Trustee a letter substantially to the effect set forth in Exhibit E to this Agreement and (x) if such transferee is not a “Qualified Institutional Buyer” within the meaning of Rule 144A of the Act, and if so requested by the Depositor, in its sole discretion, an opinion of counsel acceptable to the Depositor shall have been delivered to it, the Certificate Registrar and the Trustee to the effect that such transfer may be made pursuant to an exemption from the Act; or (y) if such transfer is to a non-institutional investor, unless such investor is an accredited investor (as defined in Regulation D under the Act) and has a net worth (exclusive of primary residence) of at least $1,000,000 as confirmed in writing to the Certificate Registrar and the Trustee. 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 F hereto and in substance satisfactory to the Certificate Registrar, the Trustee and the Depositor stating 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 (ii) provides (A) an opinion of counsel in form and substance satisfactory to the Trustee, the Certificate Registrar, the Servicer and the Depositor that the purchase or holding of such 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 Code or Similar Law and will not subject the Servicer, the Depositor, the Certificate Registrar or the Trustee to any obligation in addition to those undertaken in this Agreement and (B) such other opinions of counsel, officers’ certificates and agreements as the Servicer, the Depositor, the Certificate Registrar or the Trustee may require in connection with such transfer. For purposes of clause (i) of the preceding paragraph, such representation shall be deemed to have been made to the Servicer, the Depositor, the Certificate Registrar and the Trustee by the transferee’s acceptance of an ERISA Restricted Certificate (or the acceptance by a Beneficial Owner of the beneficial interest in any such Class of ERISA Restricted Certificates) unless the Servicer, the Depositor, the Certificate Registrar and the Trustee shall have received from the transferee an alternative representation acceptable in form and substance to them. Notwithstanding anything contained herein else to the contrarycontrary herein, neither any purported transfer of an ERISA Restricted Certificate to or on behalf of a Plan without the delivery to the Servicer, the Depositor, the Certificate Registrar nor and the Owner Trustee of an Opinion of Counsel satisfactory to them as described above shall be responsible for ascertaining whether any transfer complies with the registration provisions or exemptions from the Securities Act void and of 1933, as amended, the Securities Act of 1934, as amended, applicable state securities law or the Investment Company Act of 1940, as amendedno effect; provided, however, that the restriction set forth in this sentence shall not be applicable if an Investment Letter is specifically required to be there has been delivered to the Owner Trustee by a purchaser or transferee of a CertificateServicer, the Owner Depositor, the Certificate Registrar and the Trustee an Opinion of Counsel satisfactory to them to the effect that the purchase or holding of an ERISA Restricted Certificate will not result in a prohibited transaction under ERISA or the Code and will not subject the Depositor, the Servicer, the Certificate Registrar or the Trustee to any obligation in addition to those expressly undertaken in this Agreement. The Servicer, the Certificate Registrar, the Depositor and the Trustee shall be under a duty no liability to examine the same to determine whether it conforms any Person for any registration of transfer of any ERISA Restricted Certificate that is in fact not permitted by this Section 5.02 or for making any payments due on such Certificate to the form Holder thereof or taking any other action with respect to such Holder under the provisions of Investment Letter set forth this Agreement so long as Exhibit C hereto the transfer was registered by the Trustee or the Certificate Registrar in accordance with the foregoing requirements. Each of the Servicer and the Trustee shall promptly notify be entitled, but not obligated, to recover from any Holder of any ERISA Restricted Certificate that was in fact a Plan or a Person acting on behalf of a Plan at the party delivering time it became a Holder or, at such subsequent time as it became a Plan or Person acting on behalf of a Plan, all payments made on such ERISA Restricted Certificate at and after either such time. Any such payments so recovered shall be paid and delivered by the same if Trustee or a Paying Agent to the last preceding Holder of such Investment Letter does Certificate that is not so conforma Plan or Person acting on behalf of a Plan.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Citicorp Residential Mortgage Securities, Inc.)
Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 4.083.8, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar Owner Trustee shall provide for the registration of Certificates (whether in certificated or uncertificated form) and of transfers and exchanges of Certificates (whether in certificated or uncertificated form) as herein provided. The Owner Trustee shall be the initial “Certificate RegistrarRegistrar .”
(b) The Certificate Registrar shall provide the Trustee with a list of the names and addresses of the Certificateholders on each Series Closing Date in the form which such information is provided to the Certificate Registrar by the Depositor. Upon any transfers of Certificates, the Certificate Registrar shall notify the Trustee of the name and address of the transferee in writing, by facsimile, on the day of such transfer.
(c) If a Certificate is in certificated form, upon surrender for registration of transfer of any Certificate to the Certificate Registrar at the office or agency maintained pursuant to Section 4.083.8, the Owner Trustee, upon the satisfaction of the conditions set forth in Section 4.09(c), Trustee shall execute, authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Certificates of a like the same Series in the aggregate Percentage Interest to be transferred, dated the date of authentication by the Owner Trustee or any authenticating agent. At If a Certificate is in uncertificated form, upon representation of such Certificate in accordance with Section 3.2, the Certificate Registrar shall reflect in the Certificate Registrar the transfer of the relevant Percentage Interest. If a Certificate is in certificated form, at the option of a Certificateholderthe Holder thereof, Certificates such Certificate may be exchanged for one or more other Certificates of the same Series in authorized denominations of a like Percentage Interest upon surrender of the Certificates of the same Series, to be exchanged at the office or agency maintained pursuant to Section 4.083.8. Every Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in the form of Transferor Certificate set forth as Exhibit D hereto, duly executed by the Certificateholder or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Certificates, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any tax or governmental charge that Certificates may be imposed issued in connection with any transfer or exchange of Certificates. The preceding provisions of this Section 4.04 notwithstanding, the Certificate Registrar shall Percentage Interest not register transfers or exchanges of Certificates for a period of fifteen (15) days preceding the Payment Date with respect to the Certificates. Notwithstanding anything contained herein to the contrary, neither the Certificate Registrar nor the Owner Trustee shall be responsible for ascertaining whether any transfer complies with the registration provisions or exemptions from the Securities Act of 1933, as amended, the Securities Act of 1934, as amended, applicable state securities law or the Investment Company Act of 1940, as amended; provided, however, that if an Investment Letter is specifically required to be delivered to the Owner Trustee by a purchaser or transferee of a Certificate, the Owner Trustee shall be under a duty to examine the same to determine whether it conforms to the form of Investment Letter set forth as Exhibit C hereto and shall promptly notify the party delivering the same if such Investment Letter does not so conformexceed 100%.
Appears in 1 contract
Samples: Trust Agreement (Household Automotive Trust v Series 2000 2)
Registration of Transfer and Exchange of Certificates. The Certificate Registrar (a) At all times during the term of this Agreement, there shall keep or cause to be kept, maintained at the office or agency maintained pursuant to Section 4.08, of the Certificate Registrar a Certificate Register in which, subject to such reasonable regulations as it the Certificate Registrar may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. LaSalle National Bank is hereby initially appointed Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Owner Certificate Registrar may appoint, by a written instrument delivered to the Depositor, the Trustee, the Fiscal Agent, the Special Servicer and the Servicer, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate 132 Registrar may prescribe; provided, however, that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If the Certificate registrar resigns as Certificate Registrar, the Trustee shall be the initial “immediately succeed to its predecessor's duties as Certificate Registrar.” Upon surrender for registration of transfer of any Certificate at the office or agency maintained pursuant to Section 4.08. The Depositor, the Owner Trustee, the Fiscal Agent, the Paying Agent, the Servicer and the Special Servicer shall have the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, and to rely conclusively upon the satisfaction a certificate of the conditions Certificate Registrar as to the information set forth in Section 4.09(cthe Certificate Register. The names and addresses of all Certificateholders and the names and addresses of the transferees of any Certificates shall be registered in the Certificate Register; provided, however, in no event shall the Certificate Registrar be required to maintain in the Certificate Register the names of Certificate Owners. The Person in whose name any Certificate is so registered shall be deemed and treated as the sole owner and Holder thereof for all purposes of this Agreement and the Certificate Registrar, the Servicer, the Trustee, the Fiscal Agent, the Paying Agent, the Special Servicer and any agent of any of them shall not be affected by any notice or knowledge to the contrary. A Definitive Certificate is transferable or exchangeable only upon the surrender of such Certificate to the Certificate Registrar at its office maintained at 000 Xxxxx XxXxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000-0000 or at the Corporate Trust Office, if the Trustee is the Certificate Registrar (the "Registrar Office") together with an assignment and transfer (executed by the Holder or his duly authorized attorney). Subject to the requirements of Sections 5.02(b), shall execute, authenticate (c) and deliver (or shall cause its authenticating agent to authenticate and deliverd), the Certificate Registrar shall execute and the Authenticating Agent shall duly authenticate in the name of the designated transferee or transferees, one or more new Certificates in Denominations of a like Percentage Interest dated aggregate Denomination as the date of authentication Definitive Certificate being surrendered. Such Certificates shall be delivered by the Owner Trustee or any authenticating agentCertificate Registrar in accordance with Section 5.02(e). At the option of a Certificateholder, Certificates may be exchanged for other Certificates of a like Percentage Interest upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 4.08. Every Each Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument cancelled, and the Certificate Registrar shall hold such cancelled Certificates in accordance with its standard procedures.
(b) No transfer of transfer in the form of Transferor any Class X Certificate set forth as Exhibit D hereto, duly executed by the Certificateholder or his attorney duly authorized in writing. No service charge shall be made for any unless that transfer is made pursuant to an effective registration statement under the Securities 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. If a transfer of Non-Registered Securities (other than the Class X Certificates and other than a transfer or exchange of Certificatesby the Depositor to an Affiliate thereof) is to be made in reliance upon an exemption from the Securities Act, 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 of Certificates. The preceding provisions of this Section 4.04 notwithstandingand under applicable state securities laws, the Certificate Registrar shall not register transfers or exchanges require (in the case of Certificates for a period of fifteen (15Definitive Certificate) days preceding that the Payment Date with respect transferee deliver to the Certificates. Notwithstanding anything contained herein to the contrary, neither the Certificate Registrar nor an investment representation letter (the Owner Trustee "Investment Representation Letter") substantially in the form of Exhibit C attached hereto, which Investment Representation Letter shall be responsible for ascertaining whether any transfer complies with certify, among other things, that (subject to the registration provisions first proviso to this sentence) the transferee is an institutional "accredited investor" as defined in Rule 501(a)(1), (2), (3) or exemptions from (7) of Regulation D under the Securities Act or an entity all of 1933, the equity owners of which come within such paragraphs (an "Institutional Accredited Investor") or a "qualified institutional buyer" as amended, defined in Rule 144A under the Securities Act of 1934, as amended, applicable state securities law or the Investment Company Act of 1940, as amended(a "Qualified Institutional Buyer"); provided, however, that if an Investment Letter is specifically required to the certifications described above cannot be delivered provided with respect to the Owner Trustee by a purchaser or transferee Class X Certificates, (a) the Certificate Registrar shall require an Opinion of a Certificate, the Owner Trustee shall be under a duty to examine the same to determine whether it conforms Counsel reasonably satisfactory to the form of Investment Letter set forth as Exhibit C hereto Certificate Registrar and shall promptly notify the party delivering Depositor that such transfer may be made pursuant to an exemption, describing the same if such Investment Letter does not so conform.applicable exemption and 133
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Bear Stearns Commercial Mortgage Securities Inc)
Registration of Transfer and Exchange of Certificates. The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 4.083.10, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar shall (i) provide for the registration of the Certificates and of transfers and exchanges of the Certificates as herein providedprovided and (ii) record the Percentage Interest evidenced by each Certificate. The [Owner Trustee Trustee] shall be the initial “Certificate Registrar.” . If requested, the Certificate Registrar shall provide the Indenture Trustee with the name and address of the Certificateholders on the Closing Date. Upon any transfers of the Certificates, the Certificate Registrar shall notify the Indenture Trustee of the name and address of the transferee in writing, by facsimile, on the day of such transfer. Upon surrender for registration of transfer of any a Certificate at the office or agency maintained pursuant to Section 4.083.10, the Certificate Registrar or the Owner Trustee, upon the satisfaction of the conditions set forth in Section 4.09(c), Trustee shall execute, authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver), in the name of the designated transferee or transfereestransferee, one or more a new Certificates of a like Percentage Interest Certificate dated the date of authentication by the Certificate Registrar, the Owner Trustee or any authenticating agent. At the option of a Certificateholder, Certificates may be exchanged for other Certificates of a like Percentage Interest upon surrender All such transfers of the Certificates will only be made to be exchanged at an Affiliate of the office Depositor or agency maintained pursuant to Section 4.08a Qualified Institutional Buyer. Every A Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar and accompanied by IRS Form W-9 (or successor form) or IRS Form W-8 BEN-E (or other applicable IRS Form W‑8, not including IRS Form W-8ECI, or IRS Form W-8IMY with any IRS Forms W-8ECI attached), and such other documentation as may be reasonably required by the Owner Trustee in order to comply with Applicable Anti-Money Laundering Law, each in form of Transferor satisfactory to the Owner Trustee and the Certificate set forth as Exhibit D heretoRegistrar, duly executed by the applicable Certificateholder or his attorney duly authorized in writing, and, at the Certificate Registrar’s request, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Certificate Registrar, which requirements include membership or participation in the Securities Transfer Agent’s Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Certificate Registrar in addition to, or in substitution for, STAMP, all in accordance with the Exchange Act. Each Certificate surrendered for registration of transfer or exchange shall be canceled and subsequently disposed of by the Certificate Registrar in accordance with its customary practice. No transfer will be effectuated hereunder unless the Owner Trustee has received the transfer documentation required hereunder. No service charge shall be made for any registration of transfer or exchange of the Certificates, 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 of the Certificates. The preceding provisions transferee of this Section 4.04 notwithstandinga Certificate acknowledges that it is deemed to represent that, as a result of its own activities separate from those of the Issuer, it would not be required to treat income from the Certificate Registrar as effectively connected to a United States trade or business of a person that is not U.S. person (within the meaning of Section 7701(a)(30)), and it further acknowledges that this Agreement provides that no holder of a Certificate shall not register transfers or exchanges of Certificates for a period of fifteen (15) days preceding the Payment Date with respect to the Certificates. Notwithstanding anything contained herein to the contrary, neither the Certificate Registrar nor provide the Owner Trustee shall or Certificate Registrar with either an IRS Form W-8ECI (or successor form) or an IRS Form W-8IMY (or successor form) to which an IRS Form W-8ECI (or successor form) is attached (either directly or as part of another form attached to such IRS Form W-8IMY). No portion of a Certificate or any interest therein may be responsible transferred, directly or indirectly, to any Person which would provide an IRS Form W‑8ECI or IRS Form W‑8IMY with an attached IRS Form W‑8ECI in response to the withholding requirements of the Code. Each holder of a Certificate (or a beneficial interest therein), by acceptance of such Certificate or such interest in such Certificate (A) either (I) is not and will not become for ascertaining whether U.S. federal income tax purposes a Flow-Through Entity or (II) if it is or becomes a Flow-Through Entity, then (1) none of the direct or indirect beneficial owners of any transfer complies with of the registration provisions interests in such Flow-Through Entity has or exemptions from ever will have more than 50% of the Securities Act value of 1933, as amended, its interest in such Flow-Through Entity attributable it is not and will not be a principal purpose of the Securities Act arrangement involving the investment of 1934, as amended, applicable state securities law or such Flow-Through Entity in any Certificate to permit any partnership to satisfy the Investment Company Act 100 partner limitation of 1940, as amended; provided, however, that if an Investment Letter is specifically required section 1.7704-1(h)(1)(ii) of the Treasury Regulations necessary for such partnership not to be delivered classified as a publicly traded partnership under the Code, (B) it will not sell, assign, transfer, pledge or otherwise convey any participating interest in any Certificate or any financial instrument or contract the value of which is determined by reference in whole or in part to any Note, (C) it is not acquiring and will not sell, transfer, assign, participate, pledge or otherwise dispose of any Certificate (or interest therein) or cause any Certificate (or interest therein) to be marketed on or through an “established securities market” within the Owner Trustee by meaning of Section 7704(b) of the Code, including, without limitation, an interdealer quotation system that regularly disseminates firm buy or sell quotations and (D) it does not and will not beneficially own a purchaser Certificate (or transferee any beneficial interest therein) in an amount that is less than the minimum denomination for such Certificate. No holder of a CertificateCertificate shall acquire, the Owner Trustee shall be under a duty to examine the same to determine whether it conforms to the form sell, transfer, assign, participate, pledge, or dispose of Investment Letter set forth as Exhibit C hereto and shall promptly notify the party delivering the same any Certificate (or interest therein) if such Investment Letter does not so conformacquisition, sale, transfer, assignment, participation, pledge or disposition is through, or would cause any Certificate (or interest therein) to be marketed on or through, an “established securities market” within the meaning of Section 7704(b)(1) of the Code, including, without limitation, an over-the-counter market or an interdealer quotation system that regularly disseminates firm buy or sell quotations.
Appears in 1 contract
Samples: Trust Agreement (Efcar, LLC)
Registration of Transfer and Exchange of Certificates. (a) The Class A Certificates shall initially be issued only in book-entry form. The Beneficial Owners of interests in any Class A Certificates will hold their Certificates through the book entry facilities of DTC. So long as the Class A Certificates are in book-entry form, each such Class A Certificate Registrar will be evidenced by one or more Book-Entry Certificates registered in the name of the nominee of DTC. The interests of such Beneficial Owners will be represented by book-entries on the records of DTC and participating members thereof. No Beneficial Owners will be entitled to receive a definitive certificate representing such person's interest, except in the event that definitive certificates evidencing the Class A Certificates are issued due to the termination of the book-entry registration of the Class A Certificates. All references in this Agreement to any Class A Certificates reflect the rights of Beneficial Owners only as such rights may be exercised through DTC and its participating members for so long as such Class A Certificates are held by DTC. Beneficial ownership interests in each Class of Class A or Class B Certificates will be issued only in minimum denominations of $250,000 and integral multiples of $1,000 in excess thereof; provided, however, that one or more beneficial ownership interests in each Class of Class A or Class B Certificates may be issued in a different denomination such that the aggregate initial principal balance of such Class of Class A or Class B Certificates will equal the Original Class Principal Balance of such Class.
(b) The Trustee shall keep or cause to be keptkept at its office in St. Xxxx, Minnesota, or at the office or agency maintained pursuant to Section 4.08its designated agent, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar it shall provide for the registration of the Certificates (including the Book-Entry Certificates) and of transfers and exchanges of Certificates as herein provided. The Owner Certificate Register shall contain the name, remittance instructions, Class and Percentage Interest of each Certificateholder, as well as the Series and the number in the Series. The Trustee hereby accepts appointment as Certificate Registrar for the purpose of registering the Certificates and transfers and exchanges of such Certificates as herein provided. If requested, the Trustee shall furnish the Depositor with a copy of the Certificate Register promptly after the transfer or exchange of any Certificates as provided herein.
(c) Each Person who has or who acquires any Ownership Interest in a Class R Certificate shall be deemed by the acceptance or acquisition of such Ownership Interest to have agreed to be bound by the following provisions and to have irrevocably authorized the Trustee 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.
(i) The rights of each Person acquiring any Ownership Interest in a Class R Certificate are expressly subject to the following provisions:
(A) Each Person holding or acquiring any Ownership Interest in a Class R Certificate shall be a United States Person and a Permitted Transferee and shall not be a Plan and shall promptly notify the Trustee of any change or impending change in its status as a United States Person, a Permitted Transferee or a Plan.
(B) In connection with any proposed Transfer of any Ownership Interest in a Class R Certificate, the Trustee shall require delivery to it, and shall not register the Transfer of any Class R Certificate until its receipt of, (I) an affidavit and agreement (a "TRANSFER AFFIDAVIT AND AGREEMENT"), in the form attached hereto as EXHIBIT J-1, from the proposed Transferee, in substance satisfactory to the Trustee, representing and warranting, among other things, that it is a United States Person and a Permitted Transferee, that it is not acquiring its Ownership Interest in the Class R Certificate that is the subject of the proposed Transfer as a nominee, trustee or agent for any Person who is not a Permitted Transferee, that for so long as it retains its Ownership Interest in a Class R Certificate, it will endeavor to remain a Permitted Transferee, and that it has reviewed the provisions of this Section 4.02(d) and agrees to be bound by them, and (II) a certificate (a "TRANSFER CERTIFICATE"), in the form attached hereto as EXHIBIT J-2, from the Holder wishing to transfer the Class R Certificate, in substance satisfactory to the Trustee, representing and warranting, among other things, that no purpose of the proposed Transfer is to impede the assessment or collection of tax.
(C) Notwithstanding the delivery of a Transfer Affidavit and Agreement by a proposed Transferee under clause (B) above, if the Trustee has actual knowledge that the proposed Transferee is not a United States Person and a Permitted Transferee, no Transfer of an Ownership Interest in a Class R Certificate to such proposed Transferee shall be effected.
(D) Each Person holding or acquiring any Ownership Interest in a Class R Certificate shall agree (x) to require a Transfer Affidavit and Agreement from any other Person to whom such Person attempts to Transfer its Ownership Interest in a Class R Certificate and (y) not to Transfer its Ownership Interest unless it provides a Transfer Certificate to the Trustee.
(E) Each Person holding or acquiring an Ownership Interest in a Class R Certificate, by purchasing an Ownership Interest in such Certificate, agrees to give the Trustee written notice that it is a "pass-through interest holder" within the meaning of Temporary Treasury regulations Section 1.67-3T(a)(2)(i)(A) immediately upon acquiring an Ownership Interest in a Class R Certificate, if it is, or is holding an Ownership Interest in a Class R Certificate on behalf of, a "pass-through interest holder".
(ii) The Trustee will register the Transfer of any Class R Certificate only if it shall have received the Transfer Affidavit and Agreement, a Transfer Certificate of the Holder requesting such transfer and all of such other documents as shall have been reasonably required by the Trustee as a condition to such registration. Transfers of the Class R Certificates to Non-United States Persons and "Disqualified Organizations" (as defined in Section 860E(e)(5) of the Code) are prohibited.
(A) If any Disqualified Organization shall become a holder of a Class R Certificate, then the last preceding Permitted Transferee 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 R Certificate. If a Non-United States Person shall become a holder of a Class R Certificate, then the last preceding United States 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 such Transfer of such Class R Certificate. If a Transfer of a Class R Certificate is disregarded pursuant to the provisions of Treasury regulations Section 1.860E-1 or Section 1.860G-3, then the last preceding Permitted Transferee 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 R Certificate. The Trustee shall be under no liability to any Person for any registration of Transfer of a Class R Certificate that is in fact not permitted by this SECTION 4.02(d) 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.
(B) If any purported Transferee shall become a Holder of a Class R Certificate in violation of the restrictions in this Section 4.02(d) and to the extent that the retroactive restoration of the rights of the Holder of such Class R Certificate as described in clause (iii)(A) above shall be invalid, illegal or unenforceable, then the Trustee shall have the right, without notice to the Holder or any prior Holder of such Class R Certificate, to sell such Class R Certificate to a purchaser selected by the Trustee on such terms as the Trustee may choose. Such purported Transferee shall promptly endorse and deliver each Class R Certificate in accordance with the instructions of the Trustee. Such purchaser may be the Trustee itself or any Affiliate of the Trustee. The proceeds of such sale, net of the commissions (which may include commissions payable to the Trustee or its Affiliates), expenses and taxes due, if any, will be remitted by the Trustee to such purported Transferee. The terms and conditions of any sale under this clause (iii)(B) shall be determined in the sole discretion of the Trustee, and the Trustee shall not be liable to any Person having an Ownership Interest in a Class R Certificate as a result of its exercise of such discretion.
(d) Each prospective initial “purchaser of a beneficial interest in a Class B Certificate Registrarand any subsequent transferee of a beneficial interest in a Class B Certificate (each, a "PROSPECTIVE OWNER"), shall either (i) represent and warrant, in writing, to the Depositor, the Servicer, the Standby Servicer, the Trustee, the Certificate Insurer, the Placement Agent and any of their successors that (1) the Prospective Owner is not an "employee benefit plan" within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or a "plan" within the meaning of Section 4975(e)(1) of the Code (any such plan or employee benefit plan, a "PLAN") and is not directly or indirectly purchasing the Class B Certificate on behalf of, as investment manager of, as named fiduciary of, as trustee of, or with assets of a Plan or (2) either (I) the Prospective Owner is acquiring the Class B Certificate for its own account and no part of the assets used to acquire the Class B Certificate constitute assets of a Plan, or (II) the source of funds to be used to acquire the Class B Certificate is an "insurance company general account," within the meaning of Prohibited Transaction Class Exemption 95-60, 60 Fed. Reg. 35925 (July 12, 1995) (the "EXEMPTION"), and there is no Plan with respect to which the amount of such general account's reserves for the contract(s) held by or on behalf of such Plan (determined under Section 807(d) of the Code), together with the amount of the reserves of the contract(s) held by or on behalf of any other Plans (determined under Section 807(d) of the Code) maintained by the same employer (or an affiliate thereof as defined in Section V(a)(1) of the Exemption) or by the same employee organization, exceed 10% of the total of all liabilities of such general account; or (ii) furnish to the Depositor, the Transferor, the Servicer, the Standby Servicer, the Trustee, the Certificate Insurer, the Placement Agent and any of their successors an opinion of counsel acceptable to such persons that (A) the proposed issuance or transfer will not cause any assets of the Trust Fund to be deemed assets of a Plan, or (B) the proposed issuance or transfer will not cause the Depositor, the Transferor, the Servicer, the Standby Servicer, the Trustee, the Certificate Insurer, the Placement Agent or any of their successors to be a fiduciary of a Plan within the meaning of Section 3(21) of ERISA and will not give rise to a transaction described in Section 406 of ERISA or Section 4975(c)(1) of the Code for which a statutory or administrative exemption is unavailable. In the case of clause (i) in the preceding sentence, such representation and warranty shall be in the form of paragraph 9 of the form of investment letter attached hereto as Exhibit D or such other form as is acceptable to the Trustee.” Upon
(e) Subject to the preceding paragraphs, upon surrender for registration of transfer of any Certificate at the corporate trust office of the Trustee (or agency maintained pursuant to Section 4.08at the office of the designated Certificate Registrar), the Owner Trustee, upon the satisfaction of the conditions set forth in Section 4.09(c), Trustee shall execute, authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more a new Certificates Certificate of a like the same Class and Percentage Interest and dated the date of authentication by the Owner Trustee or any authenticating agent. Trustee.
(f) At the option of a Certificateholderthe Certificateholders, Certificates may be exchanged for other Certificates of Authorized Denominations of a like Class and aggregate Percentage Interest Interest, upon surrender of the Certificates to be exchanged at such office. Whenever any Certificates are so surrendered for exchange, the office or agency maintained pursuant Trustee shall execute, authenticate and deliver the Certificates which the Certificateholder making the exchange is entitled to Section 4.08receive. Every Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer substantially in the form of Transferor Certificate set forth EXHIBIT E hereto, or such other endorsement or written instrument of transfer as Exhibit D heretois satisfactory to the Trustee, duly executed by the Certificateholder Holder thereof or his attorney duly authorized in writing. , together with wiring instructions, if applicable, in the form set forth in EXHIBIT E.
(g) No service charge shall be made for any registration of transfer or exchange of Certificates, 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 of Certificates. The preceding provisions .
(h) All Certificates surrendered for registration of this Section 4.04 notwithstandingtransfer and exchange shall be marked "cancelled" by the Trustee, and after proper notation in the Certificate Registrar shall not register transfers or exchanges of Register reflecting such transfer and exchange has been made, such Certificates for a period of fifteen (15) days preceding may be destroyed by the Payment Date with respect Trustee pursuant to the Certificates. Notwithstanding anything contained herein to the contrary, neither the Certificate Registrar nor the Owner Trustee shall be responsible for ascertaining whether any transfer complies with the registration provisions or exemptions from the Securities Act of 1933, as amended, the Securities Act of 1934, as amended, applicable state securities law or the Investment Company Act of 1940, as amended; provided, however, that if an Investment Letter is specifically required to be delivered to the Owner Trustee by a purchaser or transferee of a Certificate, the Owner Trustee shall be under a duty to examine the same to determine whether it conforms to the form of Investment Letter set forth as Exhibit C hereto and shall promptly notify the party delivering the same if such Investment Letter does not so conformits customary practices.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Remodelers Investment Corp)
Registration of Transfer and Exchange of Certificates. The Certificate Registrar (a) At all times during the term of this Agreement, there shall keep or cause to be kept, maintained at the office or agency maintained pursuant to Section 4.08, of the Certificate Registrar a Certificate Register in which, subject to such reasonable regulations as it the Certificate Registrar may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. LaSalle Bank National Association, located at 135 South LaSalle Street, Suite 1625, Chicago, Illinois 60603 is hereby xxxxxxxxx xxxxxxxxx Xxxxxxxxxxx Xxxxxxxxx xxx xxx xxxxxxx xx registering Certificates and transfers and exchanges of Certificates as herein provided. The Owner Certificate Registrar may appoint, by a written instrument delivered to the Depositor, the Paying Agent, the Trustee, the Special Servicer and the Servicer, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If LaSalle Bank National Association resigns or is removed as Paying Agent, the Trustee shall be the initial “immediately succeed to its predecessor's duties as Certificate Registrar.” Upon surrender for registration of transfer of any Certificate at the office or agency maintained pursuant to Section 4.08. The Depositor, the Owner Trustee, the Servicer and the Special Servicer shall have the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, and to rely conclusively upon the satisfaction a certificate of the conditions Certificate Registrar as to the information set forth in Section 4.09(cthe Certificate Register. The names and addresses of all Certificateholders and the names and addresses of the transferees of any Certificates shall be registered in the Certificate Register; provided, however, in no event shall the Certificate Registrar be required to maintain in the Certificate Register the names of Certificate Owners. The Person in whose name any Certificate is so registered shall be deemed and treated as the sole owner and Holder thereof for all purposes of this Agreement and the Certificate Registrar, the Servicer, the Paying Agent, the Trustee, the Special Servicer and any agent of any of them shall not be affected by any notice or knowledge to the contrary. A Definitive Certificate is transferable or exchangeable only upon the surrender of such Certificate to the Certificate Registrar at its office maintained at LaSalle Bank National Association, 135 South LaSalle Street, Suite 1625, Chicago, Illinois 60603, Attn: Asxxx Xxxxxx Xxxxxxxxxx Xxxxx Xxxxxxxx Xxxxx- X.X. Xxxxxx Xxxxx Commercial Mortgage Securities Corp., Commercial Mortxxxx Xxxx-Xhxxxxx Certificates, Series 2003-LN1 (the "Registrar Office") together with an assignment and transfer (executed by the Holder or his duly authorized attorney). Subject to the requirements of Sections 5.02(b), shall execute, authenticate (c) and deliver (or shall cause its authenticating agent to authenticate and deliverd), the Certificate Registrar shall execute and the Authenticating Agent shall duly authenticate in the name of the designated transferee or transferees, one or more new Certificates in Denominations of a like Percentage Interest dated aggregate Denomination as the date of authentication Definitive Certificate being surrendered. Such Certificates shall be delivered by the Owner Trustee or any authenticating agentCertificate Registrar in accordance with Section 5.02(e). At the option of a Certificateholder, Certificates may be exchanged for other Certificates of a like Percentage Interest upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 4.08. Every Each Certificate presented or surrendered for registration of transfer or exchange shall be accompanied canceled, and the Certificate Registrar shall hold such canceled Certificates in accordance with its standard procedures.
(b) No transfer of any Non-Registered Certificate shall be made unless that transfer is made pursuant to an effective registration statement under the Securities 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. If a transfer (other than one by the Depositor to an Affiliate thereof or by the Initial Purchasers to ARCap CMBS Fund REIT, Inc.) is to be made in reliance upon an exemption from the Securities Act, and under the applicable state securities laws, then either:
(i) Rule 144A Book-Entry Certificate to Regulation S Book-Entry Certificate During the Restricted Period. If, during the Restricted Period, a written instrument Certificate Owner of an interest in a Rule 144A Book-Entry Certificate wishes at any time to transfer its beneficial interest in such Rule 144A Book-Entry Certificate to a Person who wishes to take delivery thereof in the form of Transferor a beneficial interest in a Regulation S Book-Entry Certificate, such Certificate set forth as Exhibit D heretoOwner may, duly executed in addition to complying with all applicable rules and procedures of the Depository and Clearstream or Euroclear applicable to transfers by their respective participants (the Certificateholder or his attorney duly authorized in writing. No service charge shall be made for any registration of "Applicable Procedures"), transfer or exchange cause the transfer of Certificates, but such beneficial interest for an equivalent beneficial interest in the Owner Trustee or Regulation S Book-Entry Certificate only upon compliance with 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 of Certificates. The preceding provisions of this Section 4.04 notwithstanding5.02(b)(i). Upon receipt by the Certificate Registrar at its Registrar Office of (1) written instructions given in accordance with the Applicable Procedures from a Depository Participant directing the Certificate Registrar to credit or cause to be credited to another specified Depository Participant's account a beneficial interest in the Regulation S Book-Entry Certificate in an amount equal to the Denomination of the beneficial interest in the Rule 144A Book-Entry Certificate to be transferred, (2) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Depository Participant (and the Euroclear or Clearstream account, as the case may be) to be credited with, and the account of the Depository Participant to be debited for, such beneficial interest, and (3) a certificate in the form of Exhibit K hereto given by the Certificate Owner that is transferring such interest, the Certificate Registrar, as custodian of the Book-Entry Certificates shall reduce the Denomination of the Rule 144A Book-Entry Certificate by the Denomination of the beneficial interest in the Rule 144A Book-Entry Certificate to be so transferred and, concurrently with such reduction, increase the Denomination of the Regulation S Book-Entry Certificate by the Denomination of the beneficial interest in the Rule 144A Book-Entry Certificate to be so transferred, and credit or cause to be credited to the account of the Person specified in such instructions (who shall be a Depository Participant acting for or on behalf of Euroclear or Clearstream, or both, as the case may be) a beneficial interest in the Regulation S Book-Entry Certificate having a Denomination equal to the amount by which the Denomination of the Rule 144A Book-Entry Certificate was reduced upon such transfer.
(ii) Rule 144A Book-Entry Certificate to Regulation S Book-Entry Certificate After the Restricted Period. If, after the Restricted Period, a Certificate Owner of an interest in a Rule 144A Book-Entry Certificate wishes at any time to transfer its beneficial interest in such Rule 144A Book-Entry Certificate to a Person who wishes to take delivery thereof in the form of a beneficial interest in a Regulation S Book-Entry Certificate, such holder may, in addition to complying with all Applicable Procedures, transfer or cause the transfer of such beneficial interest for an equivalent beneficial interest in a Regulation S Book-Entry Certificate only upon compliance with the provisions of this Section 5.02(b)(ii). Upon receipt by the Certificate Registrar at its Registrar Office of (1) written instructions given in accordance with the Applicable Procedures from a Depository Participant directing the Certificate Registrar to credit or cause to be credited to another specified Depository Participant's account a beneficial interest in the Regulation S Book-Entry Certificate in an amount equal to the Denomination of the beneficial interest in the Rule 144A Book-Entry Certificate to be transferred, (2) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Depository Participant (and, in the case of a transfer pursuant to and in accordance with Regulation S, the Euroclear or Clearstream account, as the case may be) to be credited with, and the account of the Depository Participant to be debited for, such beneficial interest, and (3) a certificate in the form of Exhibit P hereto given by the Certificate Owner that is transferring such interest, the Certificate Registrar as custodian of the Book-Entry Certificates shall not register transfers reduce the Denomination of the Rule 144A Book-Entry Certificate by the aggregate Denomination of the beneficial interest in the Rule 144A Book-Entry Certificate to be so transferred and, concurrently with such reduction, increase the Denomination of the Regulation S Book-Entry Certificate by the aggregate Denomination of the beneficial interest in the Rule 144A Book-Entry Certificate to be so transferred, and credit or exchanges cause to be credited to the account of Certificates the Person specified in such instructions (who shall be a Depository Participant acting for or on behalf of Euroclear or Clearstream, or both, as the case may be) a period beneficial interest in the Regulation S Book-Entry Certificate having a Denomination equal to the amount by which the Denomination of fifteen the Rule 144A Book-Entry Certificate was reduced upon such transfer.
(15iii) days preceding Regulation S Book-Entry Certificate to Rule 144A Book-Entry Certificate. If the Payment Date Certificate Owner of an interest in a Regulation S Book-Entry Certificate wishes at any time to transfer its beneficial interest in such Regulation S Book-Entry Certificate to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Rule 144A Book-Entry Certificate, such holder may, in addition to complying with all Applicable Procedures, transfer or cause the transfer of such beneficial interest for an equivalent beneficial interest in the Rule 144A Book-Entry Certificate only upon compliance with the provisions of this Section 5.2(b)(iii). Upon receipt by the Certificate Registrar at its Registrar Office of (1) written instructions given in accordance with the Applicable Procedures from a Depository Participant directing the Certificate Registrar to credit or cause to be credited to another specified Depository Participant's account a beneficial interest in the Rule 144A Book-Entry Certificate in an amount equal to the Denomination of the beneficial interest in the Regulation S Book-Entry Certificate to be transferred, (2) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Depository Participant to be credited with, and the account of the Depository Participant (or, if such account is held for Euroclear or Clearstream, the Euroclear or Clearstream account, as the case may be) to be debited for such beneficial interest, and (3) with respect to the Certificates. Notwithstanding anything contained herein to the contrary, neither the Certificate Registrar nor the Owner Trustee shall be responsible for ascertaining whether any a transfer complies with the registration provisions or exemptions from the Securities Act of 1933, as amended, the Securities Act of 1934, as amended, applicable state securities law or the Investment Company Act of 1940, as amended; provided, however, that if an Investment Letter is specifically required to be delivered to the Owner Trustee by a purchaser or transferee of a Certificatebeneficial interest in the Regulation S Book-Entry Certificate for a beneficial interest in the related Rule 144A Book-Entry Certificate (i) during the Restricted Period, the Owner Trustee shall be under a duty to examine the same to determine whether it conforms to certificate in the form of Exhibit Q hereto given by the Certificate Owner, or (ii) after the Restricted Period, an Investment Representation Letter set forth as in the form of Exhibit C attached hereto from the transferee to the effect that such transferee is a Qualified Institutional Buyer, the Certificate Registrar, as custodian of the Book-Entry Certificates, shall reduce the Denomination of the Regulation S Book-Entry Certificate by the Denomination of the beneficial interest in the Regulation S Book-Entry Certificate to be transferred, and, concurrently with such reduction, increase the Denomination of the Rule 144A Book-Entry Certificate by the aggregate Denomination of the beneficial interest in the Regulation S Book-Entry Certificate to be so transferred, and credit or cause to be credited to the account of the Person specified in such instructions (who shall promptly notify be a Depository Participant acting for or on behalf of Euroclear or Clearstream, or both, as the party delivering case may be) a beneficial interest in the same if Rule 144A Book-Entry Certificate having a Denomination equal to the amount by which the Denomination of the Regulation S Book-Entry Certificate was reduced upon such Investment Letter does not so conformtransfer.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Jp Morgan Chase Com Mort Sec Corp Ps THR Certs Ser 2003-Ln1)
Registration of Transfer and Exchange of Certificates. The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 4.083.09, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar Owner Trustee shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided; provided, however, that no Ownership Certificate shall be issued in any such transfer and exchange representing less than a 100% Percentage Interest in such Certificate; and provided, further, that no Ownership Certificate shall be issued in any such transfer and exchange except in accordance with the provisions and conditions set forth Section 3.04. The Owner Trustee shall be Administrator is hereby appointed as the initial “Certificate Registrar.” . Upon surrender for registration of transfer of any Certificate at the office or agency maintained pursuant to Section 4.08, the Owner Trustee, 3.09 and upon the satisfaction of the applicable conditions set forth in Section 4.09(c)3.04, the Owner Trustee shall execute, authenticate and deliver (or 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 a like Percentage Interest aggregate amount dated the date of authentication by the Owner Trustee or any authenticating agent. At the option of a CertificateholderHolder, Certificates may be exchanged for other Certificates of authorized denominations of a like Percentage Interest aggregate amount upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 4.083.09. Every Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the form of Transferor Owner Trustee and the Certificate set forth as Exhibit D hereto, Registrar duly executed by the Certificateholder Holder or his such Holder’s attorney duly authorized in writing. 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 shall be made for any registration of transfer or exchange of Certificates, 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 of Certificates. The preceding provisions of this Section 4.04 notwithstanding, the Certificate Registrar shall not register transfers or exchanges of Certificates for a period of fifteen (15) days preceding the Payment Date with respect to the Certificates. Notwithstanding anything contained herein to the contrary, neither the Certificate Registrar nor the Owner Trustee shall be responsible for ascertaining whether any transfer complies with the registration provisions or exemptions from the Securities Act of 1933, as amended, the Securities Act of 1934, as amended, applicable state securities law or the Investment Company Act of 1940, as amended; provided, however, that if an Investment Letter is specifically required to be delivered to the Owner Trustee by a purchaser or transferee of a Certificate, the Owner Trustee shall be under a duty to examine the same to determine whether it conforms to the form of Investment Letter set forth as Exhibit C hereto and shall promptly notify the party delivering the same if such Investment Letter does not so conform.
Appears in 1 contract
Registration of Transfer and Exchange of Certificates. The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 4.083.8, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar Owner Trustee shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The Owner Trustee shall be the initial “Certificate Registrar.” . Upon surrender for registration of transfer of any Certificate at the office or agency maintained pursuant to Section 4.083.8, the Owner Trustee, upon the satisfaction of the conditions set forth in Section 4.09(c), Trustee shall execute, authenticate and deliver (or shall cause ________________________ as 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 a like Percentage Interest class and aggregate face amount dated the date of authentication by the Owner Trustee or any authenticating agent. At the option of a CertificateholderHolder, Certificates may be exchanged for other Certificates of the same class in authorized denominations of a like Percentage Interest aggregate amount upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 4.083.8. Every Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in the form of Transferor satisfactory to Owner Trustee and Certificate set forth as Exhibit D hereto, Registrar duly executed by the Certificateholder or his attorney duly authorized in writing, with such signature guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. Each Certificate surrendered for registration of transfer or exchange shall be canceled and subsequently disposed of by Owner Trustee in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of Certificates, 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 of Certificates. The preceding provisions of this Section 4.04 3.4 notwithstanding, Owner Trustee shall not make and the Certificate Registrar shall need not register transfers any transfer or exchanges exchange of Certificates for a period of fifteen (15) days preceding the Payment any Distribution Date for any payment with respect to the Certificates. Notwithstanding anything contained herein to the contrary, neither the Certificate Registrar nor the Owner Trustee shall be responsible for ascertaining whether any transfer complies with the registration provisions or exemptions from the Securities Act of 1933, as amended, the Securities Act of 1934, as amended, applicable state securities law or the Investment Company Act of 1940, as amended; provided, however, that if an Investment Letter is specifically required to be delivered to the Owner Trustee by a purchaser or transferee of a Certificate, the Owner Trustee shall be under a duty to examine the same to determine whether it conforms to the form of Investment Letter set forth as Exhibit C hereto and shall promptly notify the party delivering the same if such Investment Letter does not so conform.
Appears in 1 contract
Registration of Transfer and Exchange of Certificates. The Certificate Registrar (a) At all times during the term of this Agreement, there shall keep or cause to be kept, maintained at the office or agency maintained pursuant to Section 4.08, of the Certificate Registrar a Certificate Register in which, subject to such reasonable regulations as it the Certificate Registrar may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. ________________, ____________________ is hereby initially appointed Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Owner Certificate Registrar may appoint, by a written instrument delivered to the 110 Depositor, the Trustee, the Special Servicer, the Servicer and the Fiscal Agent, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If the Certificate Registrar resigns or is removed in accordance with the terms hereof, the Trustee shall be the initial “immediately succeed to its predecessor's duties as Certificate Registrar.” Upon surrender for registration of transfer of any Certificate at the office or agency maintained pursuant to Section 4.08. The Depositor, the Owner Trustee, the Paying Agent, the Servicer and the Special Servicer shall have the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, and to rely conclusively upon the satisfaction a certificate of the conditions Certificate Registrar as to the information set forth in Section 4.09(cthe Certificate Register. The names and addresses of all Certificateholders and the names and addresses of the transferees of any Certificates shall be registered in the Certificate Register; provided, however, in no event shall the Certificate Registrar be required to maintain in the Certificate Register the names of Certificate Owners. The Person in whose name any Certificate is so registered shall be deemed and treated as the sole owner and Holder thereof for all purposes of this Agreement and the Certificate Registrar, the Servicer, the Trustee, the Fiscal Agent, the Paying Agent, the Special Servicer and any agent of any of them shall not be affected by any notice or knowledge to the contrary. A Definitive Certificate is transferable or exchangeable only upon the surrender of such Certificate to the Certificate Registrar at its office maintained at ________________________________ or at the Corporate Trust Office, if the Trustee is the Certificate Registrar (the "Registrar Office") together with an assignment and transfer (executed by the Holder or his duly authorized attorney). Subject to the requirements of Sections 5.02(b), shall execute, authenticate (c) and deliver (or shall cause its authenticating agent to authenticate and deliverd), the Certificate Registrar shall execute and the Authenticating Agent shall duly authenticate in the name of the designated transferee or transferees, one or more new Certificates in Denominations of a like Percentage Interest dated aggregate Denomination as the date of authentication Definitive Certificate being surrendered. Such Certificates shall be delivered by the Owner Trustee or any authenticating agentCertificate Registrar in accordance with Section 5.02(e). At the option of a Certificateholder, Certificates may be exchanged for other Certificates of a like Percentage Interest upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 4.08. Every Each Certificate presented or surrendered for registration of transfer or exchange shall be accompanied canceled, and the Certificate Registrar shall hold such canceled Certificates in accordance with its standard procedures.
(b) No transfer of any Non-Registered Certificate shall be made unless that transfer is made pursuant to an effective registration statement under the Securities 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. If a transfer (other than one by a written instrument of transfer the Depositor to an Affiliate thereof) is to be made in reliance upon an exemption from the Securities Act, and under the applicable state securities laws, then either: (i) the Certificate Registrar shall require that the transferee deliver to the Certificate Registrar an investment representation letter (the "Investment Representation Letter") substantially in the form of Transferor Certificate set forth as Exhibit D C attached hereto, duly executed by which Investment Representation Letter shall certify, among other things, that the Certificateholder transferee is an institutional "accredited investor" as defined in Rule 501(a)(1), (2), (3) or his attorney duly authorized (7) of Regulation D under the Securities Act (an "Institutional Accredited Investor") or a "qualified institutional buyer" as defined in writing. No service charge shall be made for any registration of transfer or exchange of CertificatesRule 144A under the Securities Act (a "Qualified Institutional Buyer"), but the Owner Trustee or and the Certificate Registrar may also require payment that the transferee deliver to the Certificate Registrar an Opinion of Counsel if such transferee is not a sum sufficient to cover any tax Qualified Institutional Buyer or governmental charge that may (ii) if the certifications described in the preceding clause (i) cannot be imposed in connection with any transfer or exchange of Certificates. The preceding provisions of this Section 4.04 notwithstandingprovided, (a) the Certificate Registrar shall not register transfers or exchanges require an Opinion of Certificates for a period of fifteen (15) days preceding the Payment Date with respect Counsel reasonably satisfactory to the Certificates. Notwithstanding anything contained herein to the contrary, neither the Certificate Registrar nor and the Owner Trustee shall Depositor that such transfer may be responsible for ascertaining whether any transfer complies with the registration provisions or exemptions from the Securities Act of 1933, as amended, the Securities Act of 1934, as amended, applicable state securities law or the Investment Company Act of 1940, as amended; provided, however, that if an Investment Letter is specifically required to be delivered to the Owner Trustee by a purchaser or transferee of a Certificate, the Owner Trustee shall be under a duty to examine the same to determine whether it conforms to the form of Investment Letter set forth as Exhibit C hereto and shall promptly notify the party delivering the same if such Investment Letter does not so conform.made
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Bear Stearns Commercial Mortgage Securities Inc)
Registration of Transfer and Exchange of Certificates. (a) The Trustee shall cause a register (the "Certificate Registrar shall keep or cause Register") to be kept, kept at the its office or agency maintained pursuant to Section 4.08, in which a Certificate Register in which, subject to such reasonable regulations as it may prescribe, transfer agent and registrar (the Certificate Registrar "Transfer Agent and Registrar") shall provide for record the registration issuance of the Certificates and the Exchangeable Certificate, including the identity of transfers the Registered Holder, and exchanges each transfer, pledge and exchange of such Certificates as herein provided. The Owner Trustee Transfer Agent and Registrar shall initially be the initial “Certificate RegistrarTrustee and any co-transfer agent and co- registrar chosen by the Depositor and acceptable to the Trustee. Any reference in this Agreement to the Transfer Agent and Registrar shall include any co-transfer agent and co-registrar unless the context requires otherwise.” Upon surrender
(b) The Transfer Agent and Registrar shall maintain at its expense, an office or agency in The City of New York where Certificates may be surrendered for registration of transfer or exchange. The Trustee or the Transfer Agent and Registrar, as the case may be, shall not be required to register the transfer or exchange of any Certificate at for a period of fifteen (15) days preceding the office or agency maintained pursuant due date for any payment with respect to Section 4.08such Certificate. In addition, the Owner TrusteeTrustee or the Transfer Agent and Registrar shall not subdivide Certificates into units smaller than the minimum initial amount specified in 6.01 hereof.
(c) Upon the surrender of any Certificates for registration of transfer or exchange, upon the satisfaction Trustee may execute, on behalf of the conditions set forth in Section 4.09(c)Depositor, and shall execute, authenticate and the Transfer Agent and Registrar shall deliver (or shall cause its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Certificates of a the same series or class in authorized denominations of like Percentage Interest dated aggregate amount and tenor to the date of authentication by the Owner Trustee Certificateholder or any authenticating agent. At the option of a Certificateholder, Certificates may be exchanged for other Certificates of a like Percentage Interest upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 4.08designated transferee(s). Every Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in a form satisfactory to the form of Transferor Certificate set forth as Exhibit D hereto, Trustee or the Transfer Agent and Registrar duly executed by the Certificateholder or his attorney its attorney-in-fact duly authorized in writing. No All Certificates surrendered for registration of transfer, exchange or payment shall be canceled and disposed of in a manner satisfactory to the Trustee. The Depositor shall deliver to the Trustee executed Certificates in such amounts and at such times as are necessary to enable the Trustee to fulfill its responsibilities under this Agreement and the Certificates.
(d) Unless otherwise provided in the related Supplement, no service charge shall be made for any registration of transfer or exchange of Certificates, but the Owner Trustee or the Certificate Transfer Agent and Registrar may require payment of a sum sufficient to cover recover any tax or governmental charge that may be imposed in connection with any such transfer or exchange.
(e) Registration of transfer or exchange of CertificatesCertificates containing a legend to the effect set forth on Exhibit H-1 hereto shall be effected only if such transfer or exchange is made pursuant to an effective registration statement under the 1933 Act, or is exempt from the registration requirements under the 1933 Act. The preceding provisions In the event that registration of this Section 4.04 notwithstandinga transfer is to be made in reliance upon an exemption from the registration requirements under the 1933 Act, the Certificate Registrar shall not register transfers transferor or exchanges of Certificates for a period of fifteen (15) days preceding the Payment Date with respect transferee shall, at its expense, deliver to the Certificates. Notwithstanding anything contained herein Depositor, the Servicer and the Trustee prior to the contrary, neither the Certificate Registrar nor the Owner Trustee shall be responsible for ascertaining whether any transfer complies with the registration provisions or exemptions an investment letter from the Securities Act of 1933transferee, as amended, the Securities Act of 1934, as amended, applicable state securities law or the Investment Company Act of 1940, as amended; provided, however, that if an Investment Letter is specifically required to be delivered to the Owner Trustee by a purchaser or transferee of a Certificate, the Owner Trustee shall be under a duty to examine the same to determine whether it conforms to substantially in the form of Investment Letter the respective exhibit attached to the related Supplement. Certificates issued upon registration of transfer of, or exchange for, Certificates bearing a legend shall also bear such legend unless the Depositor, the Servicer, the Trustee and the Transfer Agent and Registrar receive an Opinion of Counsel, satisfactory to each of them, to the effect that such legend may be removed. Whenever a Certificate containing the legend referred to above is presented to the Transfer Agent and Registrar for registration of transfer, the Transfer Agent and Registrar shall promptly seek written instructions from the Servicer regarding such transfer and shall be entitled to receive and conclusively rely upon instructions signed by a Servicing Officer prior to registering any such transfer. The Depositor hereby agrees to indemnify the Transfer Agent and Registrar and the Trustee and to hold each of them harmless against any loss, liability or expense incurred without negligence or bad faith on their part arising out of or in connection with actions taken or omitted by them in relation to any such instructions furnished pursuant to this clause (e).
(f) Registration of transfer or exchange of Certificates containing a legend to the effect set forth as on Exhibit C I hereto and shall promptly notify the party delivering the same be effected only if such Investment Letter does transfer or exchange is made to a Person that is not so conforman employee benefit plan or individual retirement account subject to Title I of ERISA or Section 4975 of the Internal Revenue Code, or any trust established under any such employee benefit plan or individual retirement account (or established to hold the assets thereof), or any "governmental plan" (as defined in section 3(32) of ERISA or Section 414(d) of the Internal Revenue Code) organized in a jurisdiction having prohibitions on transactions with such governmental plan similar to those contained in Section 406 of ERISA or Section 4975 of the Internal Revenue Code (each such employee benefit plan, individual retirement account and trust, an "ERISA Plan"). No part of the funds used by any Person (other than the Initial Holder) to acquire any Certificate may constitute assets (within the meaning of ERISA and any applicable rules and regulations) of an ERISA Plan.
(g) In addition to any limitation in Section 6.04(h) below, the Exchangeable Certificate may not be transferred, assigned, exchanged, pledged or otherwise conveyed unless the conditions set forth in (i) and (ii) below have been satisfied: (i) the Rating Agency Condition shall have been satisfied in connection with the proposed action; and
Appears in 1 contract
Registration of Transfer and Exchange of Certificates. The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 4.083.13, a certificate register (the "Certificate Register Register") in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar Trust shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The Owner Trustee Administrator shall be the initial “Certificate Registrar.” . Upon surrender for registration of transfer of any Certificate at the office or agency maintained pursuant to Section 4.083.13, the Owner Trustee, upon the satisfaction of the conditions set forth in Section 4.09(c), Trust shall execute, authenticate and deliver (or 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 a like Percentage Interest aggregate amount dated the date of authentication by the Owner Trustee or any authenticating agent. At the option of a CertificateholderHolder, Certificates may be exchanged for other Certificates of authorized denominations of a like Percentage Interest aggregate amount upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 4.083.13. Every Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the form of Transferor Certificate set forth as Exhibit D hereto, Registrar duly executed by the Certificateholder Holder or his such Holder's attorney duly authorized in writing. Each Certificate surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by the Certificate Registrar in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of Certificates, 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 of Certificates. The preceding provisions of this Section 4.04 notwithstanding, the Owner Trustee shall not make, and the Certificate Registrar shall not register register, transfers or exchanges of of, Certificates for a period of fifteen (15) 15 days preceding the Payment Date due date for any payment with respect to the Certificates. Notwithstanding anything contained herein Each purchaser of the Certificates or a beneficial interest in a Global Certificate will be deemed to the contrary, neither the Certificate Registrar nor the Owner Trustee shall be responsible for ascertaining whether any transfer complies with the registration provisions or exemptions from have represented and agreed as follows (terms used in this paragraph that are defined in Rule 144A under the Securities Act are used herein as defined therein):
(a) The purchaser either (A)(1) is a qualified institutional buyer, (2) is aware that the sale of 1933, as amended, the Certificates to it is being made in reliance on the exemption from registration provided by Rule 144A under the Securities Act and (3) is acquiring the Certificates for its own account or for one or more accounts, each of 1934which is a qualified institutional buyer, and as amendedto each of which the purchaser exercises sole investment discretion, applicable state securities law or (B)(1) is an institutional accredited investor described in Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Investment Company Securities Act of 1940, (an "Institutional Accredited Investor") and (2) is acquiring the Certificates for its own account. The purchaser has such knowledge and experience in financial and business matters as amended; provided, however, that if an Investment Letter is specifically required to be delivered capable of evaluating the merits and risks of its investment in the Certificates, and the purchaser, and any accounts for which it is acting, are each able to bear the Owner Trustee economic risk of the purchaser's or its investment.
(b) The purchaser understands that the Certificates are being offered only in a transaction not involving any public offering in the United States within the meaning of the Securities Act, the Certificates have not been and will not be registered under the Securities Act, and, if in the future the purchaser decides to offer, resell, pledge or otherwise transfer the Certificates, such Certificates may be offered, resold, pledged or otherwise transferred only in accordance with the applicable legend on such Securities. The purchaser acknowledges that no representation is made by a purchaser or transferee of a Certificatethe Indenture Trustee, the Owner Trustee shall be under a duty to examine Trustee, the same to determine whether it conforms Administrator, the Swap Counterparty, the Swap Guarantor, or Xxxxxx Brothers Inc., as the case may be, as to the availability of any exemption under the Securities Act or any state securities laws for resale of the Certificates.
(c) The purchaser is not purchasing the Certificates with a view to the resale, distribution or other disposition thereof in violation of the Securities Act. The purchaser understands that an investment in the Certificates involves certain risks, including the risk of loss of all or a substantial part of its investment under certain circumstances. The purchaser has had access to such financial and other information concerning the Trust and the Securities as it deemed necessary or appropriate in order to make an informed investment decision with respect to its purchase of the Certificates.
(d) In connection with the purchase of the Certificates: (A) none of the Owner Trustee, the Indenture Trustee, the Administrator, the Swap Counterparty, the Swap Guarantor, Xxxxxx Brothers Inc., or the Depositor is acting as a fiduciary or financial or investment adviser for the purchaser; (B) the purchaser is not relying (for purposes of making any investment decision or otherwise) upon any advice, counsel or representations (whether written or oral) of the Owner Trustee, the Indenture Trustee, the Administrator, the Swap Counterparty, the Swap Guarantor, or the Depositor other than in a current offering memorandum for such Certificates and any representations expressly set forth in a written agreement with such party; (C) none of the Owner Trustee, the Indenture Trustee, the Administrator, the Swap Counterparty, the Swap Guarantor, Xxxxxx Brothers Inc. or the Depositor have given to the purchaser (directly or indirectly through any other person) any assurance, guarantee, or representation whatsoever as to the expected or projected success, profitability, return, performance, result, effect, consequence, or benefit (including legal, regulatory, tax, financial, accounting, or otherwise) of the Trust Agreement, the Indenture, the Swap Agreement or documentation for the Certificates; and (D) the purchaser has consulted with its own legal, regulatory, tax, business, investment, financial, and accounting advisers to the extent it has deemed necessary, and it has made its own investment decisions (including decisions regarding the suitability of any transaction pursuant to the Trust Agreement, the Swap Agreement and Indenture) based upon its own judgment and upon any advice from such advisers as it has deemed necessary and not upon any view expressed by the Owner Trustee, the Administrator, the Swap Counterparty, the Swap Guarantor, the Indenture Trustee, Xxxxxx Brothers Inc. or the Depositor.
(e) The purchaser understands that the Certificates will bear the applicable legend set forth in Exhibit A hereto.
(f) The purchaser will not, at any time, offer to buy or offer to sell the Certificates by any form of Investment Letter set forth general solicitation or advertising, including, but not limited to, any advertisement, article, notice or other communication published in any newspaper, magazine or similar medium or broadcast over television or radio or seminar or meeting whose attendees have been invited by general solicitation or advertising.
(g) The purchaser is not (A) an "employee benefit plan" (as Exhibit C hereto defined in Section 3(3) of ERISA) that is subject to the fiduciary responsibility provisions of ERISA, (B) a "plan" that is subject to Section 4975 of the Code, (C) a "governmental plan" (as defined in Section 3(32) of ERISA) that is subject to any federal, State or local law which is substantially similar to the provisions of Section 406 of ERISA or Section 4975 of the Code (the persons or entities described in clauses (A), (B), and shall promptly notify (C) being referred to herein as "Benefit Plans") or (D) any person or entity that is using, for purposes of the party delivering fiduciary responsibility provisions of ERISA or Section 4975 of the same if such Investment Letter does not so conformCode, the assets of any Benefit Plan to purchase or hold its interest in any Securities (the person and entities described in this clause (D), together with Benefit Plans, being referred to as "Benefit Plan Investors").
Appears in 1 contract
Samples: Trust Agreement (Lehman Abs Corp)
Registration of Transfer and Exchange of Certificates. The Certificate Registrar (a) At all times during the term of this Agreement, there shall keep or cause to be kept, maintained at the office or agency maintained pursuant to Section 4.08, of the Certificate Registrar a Certificate Register in which, subject to such reasonable regulations as it the Certificate Registrar may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. LaSalle Bank National Association, located at 135 South LaSxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000, xx xxxxxx xnitially appointed Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Owner Certificate Registrar may appoint, by a written instrument delivered to the Depositor, the Paying Agent, the Trustee, the Special Servicer and the Servicer, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If LaSalle Bank National Association resigns or is removed as Paying Agent, the Trustee shall be the initial “immediately succeed to its predecessor's duties as Certificate Registrar.” Upon surrender for registration of transfer of any Certificate at the office or agency maintained pursuant to Section 4.08. The Depositor, the Owner Trustee, the Servicer and the Special Servicer shall have the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, and to rely conclusively upon the satisfaction a certificate of the conditions Certificate Registrar as to the information set forth in Section 4.09(cthe Certificate Register. The names and addresses of all Certificateholders and the names and addresses of the transferees of any Certificates shall be registered in the Certificate Register; provided, however, in no event shall the Certificate Registrar be required to maintain in the Certificate Register the names of Certificate Owners. The Person in whose name any Certificate is so registered shall be deemed and treated as the sole owner and Holder thereof for all purposes of this Agreement and the Certificate Registrar, the Servicer, the Trustee, the Paying Agent, the Special Servicer and any agent of any of them shall not be affected by any notice or knowledge to the contrary. A Definitive Certificate is transferable or exchangeable only upon the surrender of such Certificate to the Certificate Registrar at its office maintained at LaSalle Bank National Association, 135 South LaSxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxxx 00000, Xxxx: Xxxxx-Backed Securities Trust Services Group-J.P. Morgan Cxxxx Xxxxxxcxxx Xortgage Securities Corp., Commercial Mortgage Pass-Through Certificates, Series 2002-C2 (the "Registrar Office") together with an assignment and transfer (executed by the Holder or his duly authorized attorney). Subject to the requirements of Sections 5.02(b), shall execute, authenticate (c) and deliver (or shall cause its authenticating agent to authenticate and deliverd), the Certificate Registrar shall execute and the Authenticating Agent shall duly authenticate in the name of the designated transferee or transferees, one or more new Certificates in Denominations of a like Percentage Interest dated aggregate Denomination as the date of authentication Definitive Certificate being surrendered. Such Certificates shall be delivered by the Owner Trustee or any authenticating agentCertificate Registrar in accordance with Section 5.02(e). At the option of a Certificateholder, Certificates may be exchanged for other Certificates of a like Percentage Interest upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 4.08. Every Each Certificate presented or surrendered for registration of transfer or exchange shall be accompanied canceled, and the Certificate Registrar shall hold such canceled Certificates in accordance with its standard procedures.
(b) No transfer of any Non-Registered Certificate shall be made unless that transfer is made pursuant to an effective registration statement under the Securities 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. If a transfer (other than one by the Depositor to an Affiliate thereof) is to be made in reliance upon an exemption from the Securities Act, and under the applicable state securities laws, then either:
(i) RULE 144A BOOK-ENTRY CERTIFICATE TO REGULATION S BOOK-ENTRY CERTIFICATE DURING THE RESTRICTED PERIOD. If, during the Restricted Period, a written instrument Certificate Owner of an interest in a Rule 144A Book-Entry Certificate wishes at any time to transfer its beneficial interest in such Rule 144A Book-Entry Certificate to a Person who wishes to take delivery thereof in the form of Transferor a beneficial interest in a Regulation S Book-Entry Certificate, such Certificate set forth as Exhibit D heretoOwner may, duly executed in addition to complying with all applicable rules and procedures of the Depository and Clearstream or Euroclear applicable to transfers by their respective participants (the Certificateholder or his attorney duly authorized in writing. No service charge shall be made for any registration of "Applicable Procedures"), transfer or exchange cause the transfer of Certificates, but such beneficial interest for an equivalent beneficial interest in the Owner Trustee or Regulation S Book-Entry Certificate only upon compliance with 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 of Certificates. The preceding provisions of this Section 4.04 notwithstanding5.02(b)(i). Upon receipt by the Certificate Registrar at its Corporate Trust Office of (1) written instructions given in accordance with the Applicable Procedures from a Depository Participant directing the Certificate Registrar to credit or cause to be credited to another specified Depository Participant's account a beneficial interest in the Regulation S Book-Entry Certificate in an amount equal to the Denomination of the beneficial interest in the Rule 144A Book-Entry Certificate to be transferred, (2) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Depository Participant (and the Euroclear or Clearstream account, as the case may be) to be credited with, and the account of the Depository Participant to be debited for, such beneficial interest, and (3) a certificate in the form of Exhibit K hereto given by the Certificate Owner that is transferring such interest, the Certificate Registrar, as custodian of the Book-Entry Certificates shall reduce the Denomination of the Rule 144A Book-Entry Certificate by the Denomination of the beneficial interest in the Rule 144A Book-Entry Certificate to be so transferred and, concurrently with such reduction, increase the Denomination of the Regulation S Book-Entry Certificate by the Denomination of the beneficial interest in the Rule 144A Book-Entry Certificate to be so transferred, and credit or cause to be credited to the account of the Person specified in such instructions (who shall be a Depository Participant acting for or on behalf of Euroclear or Clearstream, or both, as the case may be) a beneficial interest in the Regulation S Book-Entry Certificate having a Denomination equal to the amount by which the Denomination of the Rule 144A Book-Entry Certificate was reduced upon such transfer.
(ii) RULE 144A BOOK-ENTRY CERTIFICATE TO REGULATION S BOOK-ENTRY CERTIFICATE AFTER THE RESTRICTED PERIOD. If, after the Restricted Period, a Certificate Owner of an interest in a Rule 144A Book-Entry Certificate wishes at any time to transfer its beneficial interest in such Rule 144A Book-Entry Certificate to a Person who wishes to take delivery thereof in the form of a beneficial interest in a Regulation S Book-Entry Certificate, such holder may, in addition to complying with all Applicable Procedures, transfer or cause the transfer of such beneficial interest for an equivalent beneficial interest in a Regulation S Book-Entry Certificate only upon compliance with the provisions of this Section 5.02(b)(ii). Upon receipt by the Certificate Registrar at its Corporate Trust Office of (1) written instructions given in accordance with the Applicable Procedures from a Depository Participant directing the Certificate Registrar to credit or cause to be credited to another specified Depository Participant's account a beneficial interest in the Regulation S Book-Entry Certificate in an amount equal to the Denomination of the beneficial interest in the Rule 144A Book-Entry Certificate to be transferred, (2) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Depository Participant (and, in the case of a transfer pursuant to and in accordance with Regulation S, the Euroclear or Clearstream account, as the case may be) to be credited with, and the account of the Depository Participant to be debited for, such beneficial interest, and (3) a certificate in the form of Exhibit M hereto given by the Certificate Owner that is transferring such interest, the Certificate Registrar as custodian of the Book-Entry Certificates shall not register transfers reduce the Denomination of the Rule 144A Book-Entry Certificate by the aggregate Denomination of the beneficial interest in the Rule 144A Book-Entry Certificate to be so transferred and, concurrently with such reduction, increase the Denomination of the Regulation S Book-Entry Certificate by the aggregate Denomination of the beneficial interest in the Rule 144A Book-Entry Certificate to be so transferred, and credit or exchanges cause to be credited to the account of Certificates the Person specified in such instructions (who shall be a Depository Participant acting for or on behalf of Euroclear or Clearstream, or both, as the case may be) a period beneficial interest in the Regulation S Book-Entry Certificate having a Denomination equal to the amount by which the Denomination of fifteen the Rule 144A Book-Entry Certificate was reduced upon such transfer.
(15iii) days preceding REGULATION S BOOK-ENTRY CERTIFICATE TO RULE 144A BOOK-ENTRY Certificate. If the Payment Date Certificate Owner of an interest in a Regulation S Book-Entry Certificate wishes at any time to transfer its beneficial interest in such Regulation S Book-Entry Certificate to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Rule 144A Book-Entry Certificate, such holder may, in addition to complying with all Applicable Procedures, transfer or cause the transfer of such beneficial interest for an equivalent beneficial interest in the Rule 144A Book-Entry Certificate only upon compliance with the provisions of this Section 5.2(b)(iii). Upon receipt by the Certificate Registrar at its Corporate Trust Office of (1) written instructions given in accordance with the Applicable Procedures from a Depository Participant directing the Certificate Registrar to credit or cause to be credited to another specified Depository Participant's account a beneficial interest in the Rule 144A Book-Entry Certificate in an amount equal to the Denomination of the beneficial interest in the Regulation S Book-Entry Certificate to be transferred, (2) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Depository Participant to be credited with, and the account of the Depository Participant (or, if such account is held for Euroclear or Clearstream, the Euroclear or Clearstream account, as the case may be) to be debited for such beneficial interest, and (3) with respect to the Certificates. Notwithstanding anything contained herein to the contrary, neither the Certificate Registrar nor the Owner Trustee shall be responsible for ascertaining whether any a transfer complies with the registration provisions or exemptions from the Securities Act of 1933, as amended, the Securities Act of 1934, as amended, applicable state securities law or the Investment Company Act of 1940, as amended; provided, however, that if an Investment Letter is specifically required to be delivered to the Owner Trustee by a purchaser or transferee of a Certificatebeneficial interest in the Regulation S Book-Entry Certificate for a beneficial interest in the related Rule 144A Book-Entry Certificate (i) during the Restricted Period, the Owner Trustee shall be under a duty to examine the same to determine whether it conforms to certificate in the form of Exhibit N hereto given by the Certificate Owner, or (ii) after the Restricted Period, an Investment Representation Letter set forth as in the form of Exhibit C attached hereto from the transferee to the effect that such transferee is a Qualified Institutional Buyer (an "Investment Representation Letter"), the Certificate Registrar, as custodian of the Book-Entry Certificates, shall reduce the Denomination of the Regulation S Book-Entry Certificate by the Denomination of the beneficial interest in the Regulation S Book-Entry Certificate to be transferred, and, concurrently with such reduction, increase the Denomination of the Rule 144A Book-Entry Certificate by the aggregate Denomination of the beneficial interest in the Regulation S Book-Entry Certificate to be so transferred, and credit or cause to be credited to the account of the Person specified in such instructions (who shall promptly notify be a Depository Participant acting for or on behalf of Euroclear or Clearstream, or both, as the party delivering case may be) a beneficial interest in the same if Rule 144A Book-Entry Certificate having a Denomination equal to the amount by which the Denomination of the Regulation S Book-Entry Certificate was reduced upon such Investment Letter does not so conformtransfer.
(iv) TRANSFERS WITHIN REGULATION S BOOK-ENTRY CERTIFICATES DURING RESTRICTED PERIOD. If, during the Restricted Period, the Certificate Owner of an interest in a Regulation S Book-Entry Certificate wishes at any time to transfer its beneficial interest in such Certificate to a Person who wishes to take delivery thereof in the form of a Regulation S Book-Entry Certificate, such Certificate Owner may transfer or cause the transfer of such beneficial interest for an equivalent beneficial interest in such Regulation S Book-Entry Certificate only upon compliance with the provisions of this Section 5.02(b)(iv)
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Jp Morgan Chase Com Mort Sec Corp Pas THR Cer Ser 2002-C2)
Registration of Transfer and Exchange of Certificates. The Certificate Registrar (a) At all times during the term of this Agreement, there shall keep or cause to be kept, maintained at the office or agency maintained pursuant to Section 4.08, of the Certificate Registrar a Certificate Register in which, subject to such reasonable regulations as it the Certificate Registrar may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The Owner Chase Manhattan Bank, 000 Xxxx 00xx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 is hereby initially appointed Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Certificate Registrar may appoint, by a written instrument delivered to the Depositor, the Trustee, the Special Servicer and the Servicer, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If The Chase Manhattan Bank resigns or is removed as Certificate Registrar, the Trustee shall be the initial “immediately succeed to its predecessor's duties as Certificate Registrar.” Upon surrender for registration of transfer of any . If The Chase Manhattan Bank is removed as Paying Agent, then The Chase Manhattan Bank shall be removed as Certificate at the office or agency maintained pursuant to Section 4.08Registrar. The Depositor, the Owner Trustee, the Servicer and the Special Servicer shall have the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, and to rely conclusively upon the satisfaction a certificate of the conditions Certificate Registrar as to the information set forth in Section 4.09(cthe Certificate Register. The names and addresses of all Certificateholders and the names and addresses of the transferees of any Certificates shall be registered in the Certificate Register; provided, however, in no event shall the Certificate Registrar be required to maintain in the Certificate Register the names of Certificate Owners. The Person in whose name any Certificate is so registered shall be deemed and treated as the sole owner and Holder thereof for all purposes of this Agreement and the Certificate Registrar, the Servicer, the Trustee, the Paying Agent, the Special Servicer and any agent of any of them shall not be affected by any notice or knowledge to the contrary. A Definitive Certificate is transferable or exchangeable only upon the surrender of such Certificate to the Certificate Registrar at its office maintained at 000 Xxxx 00xx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the "Registrar Office") together with an assignment and transfer (executed by the Holder or his duly authorized attorney). Subject to the requirements of Sections 5.02(b), shall execute, authenticate (c) and deliver (or shall cause its authenticating agent to authenticate and deliverd), the Certificate Registrar shall execute and the Authenticating Agent shall duly authenticate in the name of the designated transferee or transferees, one or more new Certificates in Denominations of a like Percentage Interest dated aggregate Denomination as the date of authentication Definitive Certificate being surrendered. Such Certificates shall be delivered by the Owner Trustee or any authenticating agentCertificate Registrar in accordance with Section 5.02(e). At the option of a Certificateholder, Certificates may be exchanged for other Certificates of a like Percentage Interest upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 4.08. Every Each Certificate presented or surrendered for registration of transfer or exchange shall be accompanied canceled, and the Certificate Registrar shall hold such canceled Certificates in accordance with its standard procedures.
(b) No transfer of any Non-Registered Certificate shall be made unless that transfer is made pursuant to an effective registration statement under the Securities 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. If a transfer (other than one by a written instrument of transfer the Depositor to an Affiliate thereof) is to be made in reliance upon an exemption from the Securities Act, and under the applicable state securities laws, then either: (i) the Certificate Registrar shall require that the transferee deliver to the Certificate Registrar an investment representation letter (the "Investment Representation Letter") substantially in the form of Transferor Certificate set forth as Exhibit D C attached hereto, duly executed by which Investment Representation Letter shall certify, among other things, that the Certificateholder transferee is an institutional "accredited investor" as defined in Rule 501(a)(1), (2), (3) or his attorney duly authorized (7) of Regulation D under the Securities Act (an "Institutional Accredited Investor") or a "qualified institutional buyer" as defined in writing. No service charge shall be made for any registration of transfer or exchange of CertificatesRule 144A under the Securities Act (a "Qualified Institutional Buyer"), but the Owner Trustee or and the Certificate Registrar may also require payment that the transferee deliver to the Certificate Registrar an Opinion of Counsel if such transferee is not a sum sufficient to cover any tax Qualified Institutional Buyer or governmental charge that may (ii) if the certifications described in the preceding clause (i) cannot be imposed in connection with any transfer or exchange of Certificates. The preceding provisions of this Section 4.04 notwithstandingprovided, (a) the Certificate Registrar shall not register transfers or exchanges require an Opinion of Certificates for a period of fifteen (15) days preceding the Payment Date with respect Counsel reasonably satisfactory to the Certificates. Notwithstanding anything contained herein to the contrary, neither the Certificate Registrar nor and the Owner Trustee shall Depositor that such transfer may be responsible for ascertaining whether any transfer complies with made pursuant to an exemption, describing the applicable exemption and the basis therefor, from registration provisions or exemptions from qualification under the Securities Act of 1933, as amended, the Securities Act of 1934, as amendedAct, applicable state securities law laws and other relevant laws, which Opinion of Counsel shall not be an expense of the Trust Fund, the Certificate Registrar, the Depositor or the Investment Company Act of 1940, as amendedTrustee and (b) the Certificate Registrar shall require the transferor to execute a certification in form and substance satisfactory to the Certificate Registrar setting forth the facts surrounding such transfer; provided, however, that a transfer of a Non-Registered Certificate of any such Class may be made to a trust if an Investment Letter is specifically required to be delivered the transferor provides to the Owner Trustee by a purchaser or transferee of a Certificate, the Owner Trustee shall be under a duty to examine the same to determine whether it conforms Certificate Registrar and to the form of Investment Letter Trustee a certification that interests in such trust may only be transferred subject to requirements substantially to the effect set forth as Exhibit C hereto and shall promptly notify the party delivering the same if such Investment Letter does not so conformin this Section 5.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Chase Commercial Mort Sec Corp Com Mor Pa Th Ce Ser 2000-1)
Registration of Transfer and Exchange of Certificates. The Certificate Registrar (a) At all times during the term of this Agreement, there shall keep or cause to be kept, maintained at the office or agency maintained pursuant to Section 4.08, of the Certificate Registrar a Certificate Register in which, subject to such reasonable regulations as it the Certificate Registrar may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. LaSalle Bank National Association, located at 135 South LaSalle Street, Suite 1625, Chicago, Illinois 60603, is herebx xxxxxxxxx xxxxxxxxx Xxxxxxxxxxx Xxxxxxxxx xxx xxx xxxxxxx xf registering Certificates and transfers and exchanges of Certificates as herein provided. The Owner Certificate Registrar may appoint, by a written instrument delivered to the Depositor, the Trustee, the Paying Agent, the Special Servicer and the Master Servicers, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor certificate registrar may prescribe, provided that the predecessor certificate registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If LaSalle Bank National Association resigns or is removed as Paying Agent, the Trustee shall be the initial “immediately succeed to its predecessor's duties as Certificate Registrar.” Upon surrender for registration of transfer of any Certificate at the office or agency maintained pursuant to Section 4.08. The Depositor, the Owner Trustee, the Master Servicers and the Special Servicer shall have the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, and to rely conclusively upon the satisfaction a certificate of the conditions Certificate Registrar as to the information set forth in Section 4.09(cthe Certificate Register. The names and addresses of all Certificateholders and the names and addresses of the transferees of any Certificates shall be registered in the Certificate Register; provided, however, in no event shall the Certificate Registrar be required to maintain in the Certificate Register the names of Certificate Owners. The Person in whose name any Certificate is so registered shall be deemed and treated as the sole owner and Holder thereof for all purposes of this Agreement and the Certificate Registrar, the Master Servicers, the Paying Agent, the Trustee, the Special Servicer and any agent of any of them shall not be affected by any notice or knowledge to the contrary. A Definitive Certificate is transferable or exchangeable only upon the surrender of such Certificate to the Certificate Registrar at its office maintained at LaSalle Bank National Association, as Certificate Registrar, 135 South LaSalle Street, Suite 1625, Chicago, Illinois 60603, Attentiox: Xxxxxx Xxxxxxxxxx xxx Xxxxx Xxxxxxxx Xxxxx, X.X. Xxxxxx 0005-LDP4 (the "Registrar Office"), shall execute, authenticate and deliver together with an assignxxxx xxx xxansfer (executed by the Holder or shall cause its authenticating agent his duly authorized attorney). Subject to authenticate and deliverthe requirements of Sections 5.02(b), (c) and (d), the Certificate Registrar shall execute and the Authenticating Agent shall duly authenticate in the name of the designated transferee or transferees, one or more new Certificates in Denominations of a like Percentage Interest dated aggregate Denomination as the date of authentication Definitive Certificate being surrendered. Such Certificates shall be delivered by the Owner Trustee or any authenticating agentCertificate Registrar in accordance with Section 5.02(e). At the option of a Certificateholder, Certificates may be exchanged for other Certificates of a like Percentage Interest upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 4.08. Every Each Certificate presented or surrendered for registration of transfer or exchange shall be accompanied canceled, and the Certificate Registrar shall hold such canceled Certificates in accordance with its standard procedures.
(b) No transfer of any Non-Registered Certificate shall be made unless that transfer is made pursuant to an effective registration statement under the Securities 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. If a transfer (other than one by the Depositor to an Affiliate thereof or by the Initial Purchasers to JER Investors Trust Inc.) is to be made in reliance upon an exemption from the Securities Act, and under the applicable state securities laws, then either:
(i) Rule 144A Book-Entry Certificate to Regulation S Book-Entry Certificate During the Restricted Period. If, during the Restricted Period, a written instrument Certificate Owner of an interest in a Rule 144A Book-Entry Certificate wishes at any time to transfer its beneficial interest in such Rule 144A Book-Entry Certificate to a Person who wishes to take delivery thereof in the form of Transferor a beneficial interest in a Regulation S Book-Entry Certificate, such Certificate set forth as Exhibit D heretoOwner may, duly executed in addition to complying with all applicable rules and procedures of the Depository and Clearstream or Euroclear applicable to transfers by their respective participants (the Certificateholder or his attorney duly authorized in writing. No service charge shall be made for any registration of "Applicable Procedures"), transfer or exchange cause the transfer of Certificates, but such beneficial interest for an equivalent beneficial interest in the Owner Trustee or Regulation S Book-Entry Certificate only upon compliance with 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 of Certificates. The preceding provisions of this Section 4.04 notwithstanding5.02(b)(i). Upon receipt by the Certificate Registrar at its Registrar Office of (1) written instructions given in accordance with the Applicable Procedures from a Depository Participant directing the Certificate Registrar to credit or cause to be credited to another specified Depository Participant's account a beneficial interest in the Regulation S Book-Entry Certificate in an amount equal to the Denomination of the beneficial interest in the Rule 144A Book-Entry Certificate to be transferred, (2) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Depository Participant (and the Euroclear or Clearstream account, as the case may be) to be credited with, and the account of the Depository Participant to be debited for, such beneficial interest, and (3) a certificate in the form of Exhibit K hereto given by the Certificate Owner that is transferring such interest, the Certificate Registrar, as custodian of the Book-Entry Certificates shall reduce the Denomination of the Rule 144A Book-Entry Certificate by the Denomination of the beneficial interest in the Rule 144A Book-Entry Certificate to be so transferred and, concurrently with such reduction, increase the Denomination of the Regulation S Book-Entry Certificate by the Denomination of the beneficial interest in the Rule 144A Book-Entry Certificate to be so transferred, and credit or cause to be credited to the account of the Person specified in such instructions (who shall be a Depository Participant acting for or on behalf of Euroclear or Clearstream, or both, as the case may be) a beneficial interest in the Regulation S Book-Entry Certificate having a Denomination equal to the amount by which the Denomination of the Rule 144A Book-Entry Certificate was reduced upon such transfer.
(ii) Rule 144A Book-Entry Certificate to Regulation S Book-Entry Certificate After the Restricted Period. If, after the Restricted Period, a Certificate Owner of an interest in a Rule 144A Book-Entry Certificate wishes at any time to transfer its beneficial interest in such Rule 144A Book-Entry Certificate to a Person who wishes to take delivery thereof in the form of a beneficial interest in a Regulation S Book-Entry Certificate, such holder may, in addition to complying with all Applicable Procedures, transfer or cause the transfer of such beneficial interest for an equivalent beneficial interest in a Regulation S Book-Entry Certificate only upon compliance with the provisions of this Section 5.02(b)(ii). Upon receipt by the Certificate Registrar at its Registrar Office of (1) written instructions given in accordance with the Applicable Procedures from a Depository Participant directing the Certificate Registrar to credit or cause to be credited to another specified Depository Participant's account a beneficial interest in the Regulation S Book-Entry Certificate in an amount equal to the Denomination of the beneficial interest in the Rule 144A Book-Entry Certificate to be transferred, (2) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Depository Participant (and, in the case of a transfer pursuant to and in accordance with Regulation S, the Euroclear or Clearstream account, as the case may be) to be credited with, and the account of the Depository Participant to be debited for, such beneficial interest, and (3) a certificate in the form of Exhibit N hereto given by the Certificate Owner that is transferring such interest, the Certificate Registrar as custodian of the Book-Entry Certificates shall not register transfers reduce the Denomination of the Rule 144A Book-Entry Certificate by the aggregate Denomination of the beneficial interest in the Rule 144A Book-Entry Certificate to be so transferred and, concurrently with such reduction, increase the Denomination of the Regulation S Book-Entry Certificate by the aggregate Denomination of the beneficial interest in the Rule 144A Book-Entry Certificate to be so transferred, and credit or exchanges cause to be credited to the account of Certificates the Person specified in such instructions (who shall be a Depository Participant acting for or on behalf of Euroclear or Clearstream, or both, as the case may be) a period beneficial interest in the Regulation S Book-Entry Certificate having a Denomination equal to the amount by which the Denomination of fifteen the Rule 144A Book-Entry Certificate was reduced upon such transfer.
(15iii) days preceding Regulation S Book-Entry Certificate to Rule 144A Book-Entry Certificate. If the Payment Date Certificate Owner of an interest in a Regulation S Book-Entry Certificate wishes at any time to transfer its beneficial interest in such Regulation S Book-Entry Certificate to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Rule 144A Book-Entry Certificate, such holder may, in addition to complying with all Applicable Procedures, transfer or cause the transfer of such beneficial interest for an equivalent beneficial interest in the Rule 144A Book-Entry Certificate only upon compliance with the provisions of this Section 5.2(b)(iii). Upon receipt by the Certificate Registrar at its Registrar Office of (1) written instructions given in accordance with the Applicable Procedures from a Depository Participant directing the Certificate Registrar to credit or cause to be credited to another specified Depository Participant's account a beneficial interest in the Rule 144A Book-Entry Certificate in an amount equal to the Denomination of the beneficial interest in the Regulation S Book-Entry Certificate to be transferred, (2) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Depository Participant to be credited with, and the account of the Depository Participant (or, if such account is held for Euroclear or Clearstream, the Euroclear or Clearstream account, as the case may be) to be debited for such beneficial interest, and (3) with respect to the Certificates. Notwithstanding anything contained herein to the contrary, neither the Certificate Registrar nor the Owner Trustee shall be responsible for ascertaining whether any a transfer complies with the registration provisions or exemptions from the Securities Act of 1933, as amended, the Securities Act of 1934, as amended, applicable state securities law or the Investment Company Act of 1940, as amended; provided, however, that if an Investment Letter is specifically required to be delivered to the Owner Trustee by a purchaser or transferee of a Certificatebeneficial interest in the Regulation S Book-Entry Certificate for a beneficial interest in the related Rule 144A Book-Entry Certificate (i) during the Restricted Period, the Owner Trustee shall be under a duty to examine the same to determine whether it conforms to certificate in the form of Exhibit O hereto given by the Certificate Owner, or (ii) after the Restricted Period, an Investment Representation Letter set forth as in the form of Exhibit C attached hereto from the transferee to the effect that such transferee is a Qualified Institutional Buyer (an "Investment Representation Letter"), the Certificate Registrar, as custodian of the Book-Entry Certificates, shall reduce the Denomination of the Regulation S Book-Entry Certificate by the Denomination of the beneficial interest in the Regulation S Book-Entry Certificate to be transferred, and, concurrently with such reduction, increase the Denomination of the Rule 144A Book-Entry Certificate by the aggregate Denomination of the beneficial interest in the Regulation S Book-Entry Certificate to be so transferred, and credit or cause to be credited to the account of the Person specified in such instructions (who shall promptly notify be a Depository Participant acting for or on behalf of Euroclear or Clearstream, or both, as the party delivering case may be) a beneficial interest in the same if Rule 144A Book-Entry Certificate having a Denomination equal to the amount by which the Denomination of the Regulation S Book-Entry Certificate was reduced upon such Investment Letter does not so conformtransfer.
Appears in 1 contract
Registration of Transfer and Exchange of Certificates. The Certificate Registrar (a) At all times during the term of this Agreement, there shall keep or cause to be kept, maintained at the office or agency maintained pursuant to Section 4.08, of the Certificate Registrar a Certificate Register in which, subject to such reasonable regulations as it the Certificate Registrar may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. JPMorgan Chase Bank, located at 2001 Bryan Street, Dallas, Texas 75201, is hereby initially appointed Cxxxxxxxxxx Xxxxxxxxx for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Owner Certificate Registrar may appoint, by a written instrument delivered to the Depositor, the Paying Agent, the Trustee, the Special Servicer and the Servicer, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If JPMorgan Chase Bank resigns or is removed as Paying Agent, the Trustee shall be the initial “immediately succeed to its predecessor's duties as Certificate Registrar.” Upon surrender for registration of transfer of any Certificate at the office or agency maintained pursuant to Section 4.08. The Depositor, the Owner Trustee, the Servicer and the Special Servicer shall have the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, and to rely conclusively upon the satisfaction a certificate of the conditions Certificate Registrar as to the information set forth in Section 4.09(cthe Certificate Register. The names and addresses of all Certificateholders and the names and addresses of the transferees of any Certificates shall be registered in the Certificate Register; provided, however, in no event shall the Certificate Registrar be required to maintain in the Certificate Register the names of Certificate Owners. The Person in whose name any Certificate is so registered shall be deemed and treated as the sole owner and Holder thereof for all purposes of this Agreement and the Certificate Registrar, the Servicer, the Trustee, the Paying Agent, the Special Servicer and any agent of any of them shall not be affected by any notice or knowledge to the contrary. A Definitive Certificate is transferable or exchangeable only upon the surrender of such Certificate to the Certificate Registrar at its office maintained at JPMorgan Chase Bank, 2001 Bryan Street, Dallas, Texas 75201, (Facsimile No.: (214) 468-6430), shall executeXxxxxxxxx: Real Estate Structured Finance J.P. Morgan Xxxxx Xxxxxxxxal Mortgage Securities Corp., authenticate Commercial Mortxxxx Xxxx-Xhrough Certificates, Series 2004-CIBC8, (the "Registrar Office") together with an assignment and deliver transfer (executed by the Holder or shall cause its authenticating agent his duly authorized attorney). Subject to authenticate and deliverthe requirements of Sections 5.02(b), (c) and (d), the Certificate Registrar shall execute and the Authenticating Agent shall duly authenticate in the name of the designated transferee or transferees, one or more new Certificates in Denominations of a like Percentage Interest dated aggregate Denomination as the date of authentication Definitive Certificate being surrendered. Such Certificates shall be delivered by the Owner Trustee or any authenticating agentCertificate Registrar in accordance with Section 5.02(e). At the option of a Certificateholder, Certificates may be exchanged for other Certificates of a like Percentage Interest upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 4.08. Every Each Certificate presented or surrendered for registration of transfer or exchange shall be accompanied canceled, and the Certificate Registrar shall hold such canceled Certificates in accordance with its standard procedures.
(b) No transfer of any Non-Registered Certificate shall be made unless that transfer is made pursuant to an effective registration statement under the Securities 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. If a transfer (other than one by the Depositor to an Affiliate thereof) is to be made in reliance upon an exemption from the Securities Act, and under the applicable state securities laws, then either:
(i) Rule 144A Book-Entry Certificate to Regulation S Book-Entry Certificate During the Restricted Period. If, during the Restricted Period, a written instrument Certificate Owner of an interest in a Rule 144A Book-Entry Certificate wishes at any time to transfer its beneficial interest in such Rule 144A Book-Entry Certificate to a Person who wishes to take delivery thereof in the form of Transferor a beneficial interest in a Regulation S Book-Entry Certificate, such Certificate set forth as Exhibit D heretoOwner may, duly executed in addition to complying with all applicable rules and procedures of the Depository and Clearstream or Euroclear applicable to transfers by their respective participants (the Certificateholder or his attorney duly authorized in writing. No service charge shall be made for any registration of "Applicable Procedures"), transfer or exchange cause the transfer of Certificates, but such beneficial interest for an equivalent beneficial interest in the Owner Trustee or Regulation S Book-Entry Certificate only upon compliance with 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 of Certificates. The preceding provisions of this Section 4.04 notwithstanding5.02(b)(i). Upon receipt by the Certificate Registrar at its Corporate Trust Office of (1) written instructions given in accordance with the Applicable Procedures from a Depository Participant directing the Certificate Registrar to credit or cause to be credited to another specified Depository Participant's account a beneficial interest in the Regulation S Book-Entry Certificate in an amount equal to the Denomination of the beneficial interest in the Rule 144A Book-Entry Certificate to be transferred, (2) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Depository Participant (and the Euroclear or Clearstream account, as the case may be) to be credited with, and the account of the Depository Participant to be debited for, such beneficial interest, and (3) a certificate in the form of Exhibit K hereto given by the Certificate Owner that is transferring such interest, the Certificate Registrar, as custodian of the Book-Entry Certificates shall reduce the Denomination of the Rule 144A Book-Entry Certificate by the Denomination of the beneficial interest in the Rule 144A Book-Entry Certificate to be so transferred and, concurrently with such reduction, increase the Denomination of the Regulation S Book-Entry Certificate by the Denomination of the beneficial interest in the Rule 144A Book-Entry Certificate to be so transferred, and credit or cause to be credited to the account of the Person specified in such instructions (who shall be a Depository Participant acting for or on behalf of Euroclear or Clearstream, or both, as the case may be) a beneficial interest in the Regulation S Book-Entry Certificate having a Denomination equal to the amount by which the Denomination of the Rule 144A Book-Entry Certificate was reduced upon such transfer.
(ii) Rule 144A Book-Entry Certificate to Regulation S Book-Entry Certificate After the Restricted Period. If, after the Restricted Period, a Certificate Owner of an interest in a Rule 144A Book-Entry Certificate wishes at any time to transfer its beneficial interest in such Rule 144A Book-Entry Certificate to a Person who wishes to take delivery thereof in the form of a beneficial interest in a Regulation S Book-Entry Certificate, such holder may, in addition to complying with all Applicable Procedures, transfer or cause the transfer of such beneficial interest for an equivalent beneficial interest in a Regulation S Book-Entry Certificate only upon compliance with the provisions of this Section 5.02(b)(ii). Upon receipt by the Certificate Registrar at its Corporate Trust Office of (1) written instructions given in accordance with the Applicable Procedures from a Depository Participant directing the Certificate Registrar to credit or cause to be credited to another specified Depository Participant's account a beneficial interest in the Regulation S Book-Entry Certificate in an amount equal to the Denomination of the beneficial interest in the Rule 144A Book-Entry Certificate to be transferred, (2) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Depository Participant (and, in the case of a transfer pursuant to and in accordance with Regulation S, the Euroclear or Clearstream account, as the case may be) to be credited with, and the account of the Depository Participant to be debited for, such beneficial interest, and (3) a certificate in the form of Exhibit M hereto given by the Certificate Owner that is transferring such interest, the Certificate Registrar as custodian of the Book-Entry Certificates shall not register transfers reduce the Denomination of the Rule 144A Book-Entry Certificate by the aggregate Denomination of the beneficial interest in the Rule 144A Book-Entry Certificate to be so transferred and, concurrently with such reduction, increase the Denomination of the Regulation S Book-Entry Certificate by the aggregate Denomination of the beneficial interest in the Rule 144A Book-Entry Certificate to be so transferred, and credit or exchanges cause to be credited to the account of Certificates the Person specified in such instructions (who shall be a Depository Participant acting for or on behalf of Euroclear or Clearstream, or both, as the case may be) a period beneficial interest in the Regulation S Book-Entry Certificate having a Denomination equal to the amount by which the Denomination of fifteen the Rule 144A Book-Entry Certificate was reduced upon such transfer.
(15iii) days preceding Regulation S Book-Entry Certificate to Rule 144A Book-Entry Certificate. If the Payment Date Certificate Owner of an interest in a Regulation S Book-Entry Certificate wishes at any time to transfer its beneficial interest in such Regulation S Book-Entry Certificate to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Rule 144A Book-Entry Certificate, such holder may, in addition to complying with all Applicable Procedures, transfer or cause the transfer of such beneficial interest for an equivalent beneficial interest in the Rule 144A Book-Entry Certificate only upon compliance with the provisions of this Section 5.2(b)(iii). Upon receipt by the Certificate Registrar at its Corporate Trust Office of (1) written instructions given in accordance with the Applicable Procedures from a Depository Participant directing the Certificate Registrar to credit or cause to be credited to another specified Depository Participant's account a beneficial interest in the Rule 144A Book-Entry Certificate in an amount equal to the Denomination of the beneficial interest in the Regulation S Book-Entry Certificate to be transferred, (2) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Depository Participant to be credited with, and the account of the Depository Participant (or, if such account is held for Euroclear or Clearstream, the Euroclear or Clearstream account, as the case may be) to be debited for such beneficial interest, and (3) with respect to the Certificates. Notwithstanding anything contained herein to the contrary, neither the Certificate Registrar nor the Owner Trustee shall be responsible for ascertaining whether any a transfer complies with the registration provisions or exemptions from the Securities Act of 1933, as amended, the Securities Act of 1934, as amended, applicable state securities law or the Investment Company Act of 1940, as amended; provided, however, that if an Investment Letter is specifically required to be delivered to the Owner Trustee by a purchaser or transferee of a Certificatebeneficial interest in the Regulation S Book-Entry Certificate for a beneficial interest in the related Rule 144A Book-Entry Certificate (i) during the Restricted Period, the Owner Trustee shall be under a duty to examine the same to determine whether it conforms to certificate in the form of Exhibit N hereto given by the Certificate Owner, or (ii) after the Restricted Period, an Investment Representation Letter set forth as in the form of Exhibit C attached hereto from the transferee to the effect that such transferee is a Qualified Institutional Buyer (an "Investment Representation Letter"), the Certificate Registrar, as custodian of the Book-Entry Certificates, shall reduce the Denomination of the Regulation S Book-Entry Certificate by the Denomination of the beneficial interest in the Regulation S Book-Entry Certificate to be transferred, and, concurrently with such reduction, increase the Denomination of the Rule 144A Book-Entry Certificate by the aggregate Denomination of the beneficial interest in the Regulation S Book-Entry Certificate to be so transferred, and credit or cause to be credited to the account of the Person specified in such instructions (who shall promptly notify be a Depository Participant acting for or on behalf of Euroclear or Clearstream, or both, as the party delivering case may be) a beneficial interest in the same if Rule 144A Book-Entry Certificate having a Denomination equal to the amount by which the Denomination of the Regulation S Book-Entry Certificate was reduced upon such Investment Letter does not so conformtransfer.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Jp Mortgage Chase Comm Mort Pass THR Certs Ser 2004-Cibc8)
Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar Trust Administrator shall keep maintain, or cause to be kept, at the office or agency maintained pursuant to Section 4.08maintained, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar Trust Administrator shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The Owner Trustee shall be the initial “Certificate Registrar.” Upon surrender for registration of transfer of any Certificate at the office or agency maintained pursuant to Section 4.08Certificate, the Owner Trustee, upon the satisfaction of the conditions set forth in Section 4.09(c), Trust Administrator shall execute, authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Certificates in like aggregate interest and of a like Percentage Interest dated the date of authentication by the Owner Trustee or any authenticating agent. same Class.
(b) At the option of a Certificateholder, Certificates Certificates, other than the Uncertificated REMIC Interests, may be exchanged for other Certificates of a like Percentage Interest authorized denominations and the same aggregate interest in the Trust Fund and of the same Class, upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant of the Trust Administrator set forth in Section 6.06. Whenever any Certificates are so surrendered for exchange, the Trust Administrator shall execute, authenticate and deliver the Certificates which the Certificateholder making the exchange is entitled to receive. An Uncertificated REMIC Interest maybe transferred by the Holder there of upon written notice to the Trust Administrator, satisfaction of the other conditions set forth in this Section 4.086.02 and the consent of the Depositor. Every Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the form of Transferor Certificate set forth as Exhibit D hereto, Trust Administrator duly executed by the Certificateholder Holder thereof or his attorney duly authorized in writing. .
(c) No service charge to the Certificateholders shall be made for any registration of transfer or exchange of Certificates, 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 of Certificates. The preceding provisions Certificates may be required.
(d) All Certificates surrendered for registration of this Section 4.04 notwithstanding, the Certificate Registrar shall not register transfers or exchanges of Certificates for a period of fifteen (15) days preceding the Payment Date with respect to the Certificates. Notwithstanding anything contained herein to the contrary, neither the Certificate Registrar nor the Owner Trustee transfer and exchange shall be responsible for ascertaining whether any transfer complies 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 provisions statement under the 1933 Act and effective registration or exemptions from the Securities Act of 1933, as amended, the Securities Act of 1934, as amended, qualification under applicable state securities law 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 or any transfer of a Private Certificate from the Depositor or an affiliate of the Depositor to an owner trust or other entity established by the Depositor, 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 shall certify to the Trust Administrator in writing the facts surrounding the transfer in substantially the form set forth in Exhibit M (the “Transferor Certificate”) and such Certificateholder’s prospective transferee shall (i) deliver a letter in substantially the form of either (A) Exhibit N-1 (the “Investment Letter”), provided that all of the Private Certificates of a Class shall be transferred to one investor or the Investment Company Act of 1940Depositor otherwise consents to such transfer, as amended; provided, however, that if an Investment Letter is specifically required to (B) Exhibit N-2 (the “Rule 144A Letter”) or (C) Exhibit N-3 (the “Regulation S Letter”) or (ii) there shall be delivered to the Owner Trustee 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 and the Depositor consents to such transfer. 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 Private Certificate without registration thereof under the 1933 Act pursuant to the registration exemption provided by Rule 144A. In the event that none of an Investment Letter, a purchaser Rule 144A Letter, a Regulation S Letter or an Opinion of Counsel referenced in (ii) above are furnished, such representations shall be deemed to have been made to the Trust Administrator by the transferee’s acceptance of a Private Certificate by any beneficial owner who purchases an interest in such Certificate in book-entry form. 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, the Seller, the Master Servicer and each 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.
(i) No transfer of an ERISA Restricted Certificate shall be made unless the Trust Administrator shall have received in accordance with Exhibit N-1, Exhibit N-2, Exhibit N-3 or Exhibit O, as applicable, either (i) a representation letter from the transferee of a such Certificate, acceptable to and in form and substance satisfactory to the Owner Trustee Trust Administrator, to the effect that such transferee is not an employee benefit plan or other retirement arrangement subject to Section 406 of ERISA or Section 4975 of the Code, or a person using the assets of any such plan or other retirement arrangement (“Plan”), which representation letter shall not be an expense of 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 purchaser 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 a Plan, 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 Modification Oversight Agent, the Trust Administrator, the Master Servicer, the Special Servicer, any Group 1 Special Servicer, the Servicers or any other servicers 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 under a duty deemed to examine the same to determine whether it conforms have been made to the Trust Administrator 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 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;
(ii) The following legend shall appear on each ERISA-Restricted Certificate: PURSUANT TO SECTION 5.02(d) OF THE AGREEMENT, AN ERISA-RESTRICTED CERTIFICATE OR ANY INTEREST HEREIN MAY ONLY BE TRANSFERRED IF THE TRANSFEREE DELIVERS TO THE TRUSTEE AND THE TRUST ADMINISTRATOR (I) A REPRESENTATION LETTER 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 ACQUIRING SUCH CERTIFICATE FOR, ON BEHALF OF OR WITH THE ASSETS OF SUCH A PLAN OR ARRANGEMENT (“BENEFIT PLAN INVESTOR”) OR (II) IF THE CERTIFICATE IS THE SUBJECT OF AN ERISA-QUALIFYING UNDERWRITING AND THE PURCHASER IS AN INSURANCE COMPANY, A REPRESENTATION IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN OR (III) AN OPINION OF COUNSEL IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN. IN THE EVENT THE REPRESENTATIONS REFERRED TO IN THE PRECEDING SENTENCE ARE NOT FURNISHED, SUCH REPRESENTATION SHALL BE DEEMED TO HAVE BEEN MADE TO THE TRUSTEE AND THE TRUST ADMINISTRATOR BY THE TRANSFEREE’S ACCEPTANCE OF THIS CERTIFICATE, OR BY ANY BENEFICIAL OWNER WHO PURCHASES AN INTEREST IN THIS CERTIFICATE IN BOOK-ENTRY FORM. IN THE EVENT THAT A REPRESENTATION IS VIOLATED, OR ANY ATTEMPT TO TRANSFER THIS CERTIFICATE TO A BENEFIT PLAN INVESTOR IS ATTEMPTED WITHOUT THE DELIVERY TO THE TRUST ADMINISTRATOR OF THE OPINION OF COUNSEL DESCRIBED ABOVE, THE ATTEMPTED TRANSFER OR ACQUISITION OF THIS CERTIFICATE SHALL BE VOID AND OF NO EFFECT.
(iii) No transfer of an ERISA-Restricted Cap Certificate prior to the termination of the related Yield Maintenance Agreement shall be made unless the Trust Administrator shall have received a representation letter from the transferee of such Certificate, substantially in the form of Investment Letter set forth as in Exhibit C hereto O, to the effect that either (i) such transferee is neither a Plan nor a Person acting on behalf of any such Plan or using the assets of any such Plan to effect such transfer or (ii) the acquisition and shall promptly notify holding of the party delivering ERISA-Restricted Cap Certificate are eligible for exemptive relief under Prohibited Transaction Class Exemption (“PTCE”) 00-00, XXXX 00-0, XXXX 91-38, XXXX 00-00, XXXX 96-23 or the same if such Investment Letter does not so conform.non-fiduciary service provider exemption under Section 408(b)(17)
Appears in 1 contract
Samples: Pooling and Servicing Agreement (CSMC Mortgage-Backed Trust 2007-3)
Registration of Transfer and Exchange of Certificates. The Certificate Registrar Owner Trustee shall keep or cause to be kept, kept at the office or agency to be maintained pursuant to Section 4.083.8 by a certificate registrar (the "Certificate Registrar"), a register (the "Certificate Register Register") in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The Owner Trustee Chase shall be the initial “Certificate Registrar.” . In the event that, subsequent to the date of issuance of the Certificates, Chase notifies the Owner Trustee that it is unable to act as the Certificate Registrar, the Owner Trustee shall act, or the Owner Trustee shall, with the consent of the Depositor, appoint another bank or trust company, having an office or agency located in The City of New York and which agrees to act in accordance with the provisions of this Agreement applicable to it, to act, as successor Certificate Registrar under this Agreement. The Owner Trustee may revoke such appointment and remove Chase as the Certificate Registrar if the Owner Trustee determines in its sole discretion that Chase failed to perform its obligations under this Agreement in any material respect. Chase shall be permitted to resign as the Certificate Registrar upon 30 days' written notice to the Owner Trustee, the Depositor and the Issuer; provided, however, that such resignation shall not be effective and Chase shall continue to perform its duties as the Certificate Registrar until the Owner Trustee has appointed a successor Certificate Registrar with the consent of the Depositor. An institution succeeding to the corporate agency business of the Certificate Registrar shall continue to be the Certificate Registrar without the execution or filing of any paper or any further act on the part of the Owner Trustee or such Certificate Registrar. Upon surrender for registration of transfer of any Certificate at the office or agency maintained pursuant to Section 4.083.8, the Owner Trustee, upon the satisfaction of the conditions set forth in Section 4.09(c), Trustee shall execute, authenticate and (if the Certificate Registrar is different than the Owner Trustee, then the Certificate Registrar shall) deliver (or shall cause Chase as 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 a like Percentage Interest class and aggregate face amount dated the date of authentication by the Owner Trustee or any authenticating agent. At the option of a CertificateholderHolder, Certificates may be exchanged for other Certificates of the same class in authorized denominations of a like Percentage Interest aggregate amount upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 4.083.8. Whenever any Certificate is surrendered for exchange, the Owner Trustee shall execute, authenticate and (if the Certificate Registrar is different than the Owner Trustee, then the Certificate Registrar shall) deliver the Certificates which the Cer-tificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the form of Transferor Owner Trustee and the Certificate set forth as Exhibit D hereto, Registrar duly executed by the Certificateholder Holder, which signature on such assignment must be guaranteed by a member of the New York Stock Exchange or his attorney duly authorized a commercial bank or trust company. Each Certificate surrendered for registration of transfer or exchange shall be canceled and subsequently disposed of by the Owner Trustee or Certificate Registrar in writingaccordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of Certificates, 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 of Certificates. The preceding provisions of this Section 4.04 notwithstanding, the Certificate Registrar shall not register transfers or exchanges of Certificates for a period of fifteen (15) days preceding the Payment Date with respect to the Certificates. Notwithstanding anything contained herein to the contrary, neither the Certificate Registrar nor the Owner Trustee shall be responsible for ascertaining whether any transfer complies with the registration provisions or exemptions from the Securities Act of 1933, as amended, the Securities Act of 1934, as amended, applicable state securities law or the Investment Company Act of 1940, as amended; provided, however, that if an Investment Letter is specifically required to be delivered to the Owner Trustee by a purchaser or transferee of a Certificate, the Owner Trustee shall be under a duty to examine the same to determine whether it conforms to the form of Investment Letter set forth as Exhibit C hereto and shall promptly notify the party delivering the same if such Investment Letter does not so conform.
Appears in 1 contract
Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar Trust Administrator shall keep maintain, or cause to be kept, at the office or agency maintained pursuant to Section 4.08maintained, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar Trust Administrator shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The Owner Trustee shall be the initial “Certificate Registrar.” Upon surrender for registration of transfer of any Certificate at the office or agency maintained pursuant to Section 4.08Certificate, the Owner Trustee, upon the satisfaction of the conditions set forth in Section 4.09(c), Trust Administrator shall execute, authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Certificates in like aggregate interest and of a like Percentage Interest dated the date of authentication by the Owner Trustee or any authenticating agent. same Class.
(b) At the option of a Certificateholder, Certificates Certificates, other than the Uncertificated REMIC Interests, may be exchanged for other Certificates of a like Percentage Interest authorized denominations and the same aggregate interest in the Trust Fund and of the same Class, upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant of the Trust Administrator set forth in Section 6.06. Whenever any Certificates are so surrendered for exchange, the Trust Administrator shall execute, authenticate and deliver the Certificates which the Certificateholder making the exchange is entitled to receive. An Uncertificated REMIC Interest maybe transferred by the Holder there of upon written notice to the Trust Administrator, satisfaction of the other conditions set forth in this Section 4.086.02 and the consent of the Depositor. Every Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the form of Transferor Certificate set forth as Exhibit D hereto, Trust Administrator duly executed by the Certificateholder Holder thereof or his attorney duly authorized in writing. .
(c) No service charge to the Certificateholders shall be made for any registration of transfer or exchange of Certificates, 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 of Certificates. The preceding provisions Certificates may be required.
(d) All Certificates surrendered for registration of this Section 4.04 notwithstanding, the Certificate Registrar shall not register transfers or exchanges of Certificates for a period of fifteen (15) days preceding the Payment Date with respect to the Certificates. Notwithstanding anything contained herein to the contrary, neither the Certificate Registrar nor the Owner Trustee transfer and exchange shall be responsible for ascertaining whether any transfer complies 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 provisions statement under the 1933 Act and effective registration or exemptions from the Securities Act of 1933, as amended, the Securities Act of 1934, as amended, qualification under applicable state securities law 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 or any transfer of a Private Certificate from the Depositor or an affiliate of the Depositor to an owner trust or other entity established by the Depositor, 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 shall certify to the Trust Administrator in writing the facts surrounding the transfer in substantially the form set forth in Exhibit M (the “Transferor Certificate”) and such Certificateholder’s prospective transferee shall (i) deliver a letter in substantially the form of either (A) Exhibit N-1 (the “Investment Letter”), provided that all of the Private Certificates of a Class shall be transferred to one investor or the Investment Company Act of 1940Depositor otherwise consents to such transfer, as amended; provided, however, that if an Investment Letter is specifically required to (B) Exhibit N-2 (the “Rule 144A Letter”) or (C) Exhibit N-3 (the “Regulation S Letter”) or (ii) there shall be delivered to the Owner Trustee 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 and the Depositor consents to such transfer. 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 Private Certificate without registration thereof under the 1933 Act pursuant to the registration exemption provided by Rule 144A. In the event that none of an Investment Letter, a purchaser Rule 144A Letter, a Regulation S Letter or an Opinion of Counsel referenced in (ii) above are furnished, such representations shall be deemed to have been made to the Trust Administrator by the transferee’s acceptance of a Private Certificate by any beneficial owner who purchases an interest in such Certificate in book-entry form. 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, the Sellers, the Master Servicer and each 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.
(i) No transfer of an ERISA Restricted Certificate shall be made unless the Trust Administrator shall have received in accordance with Exhibit N-1, Exhibit N-2, Exhibit N-3 or Exhibit O, as applicable, either (i) a representation letter from the transferee of a such Certificate, acceptable to and in form and substance satisfactory to the Owner Trustee Trust Administrator, to the effect that such transferee is not an employee benefit plan or other retirement arrangement subject to Section 406 of ERISA or Section 4975 of the Code, or a person using the assets of any such plan or other retirement arrangement (“Plan”), which representation letter shall not be an expense of 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 purchaser 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 a Plan, 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 Modification Oversight Agent, the Trust Administrator, the Master Servicer, the Special Servicer, the Servicers or any other servicers 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 under a duty deemed to examine the same to determine whether it conforms have been made to the Trust Administrator 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 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;
(ii) The following legend shall appear on each ERISA-Restricted Certificate: PURSUANT TO SECTION 5.02(d) OF THE AGREEMENT, AN ERISA-RESTRICTED CERTIFICATE OR ANY INTEREST HEREIN MAY ONLY BE TRANSFERRED IF THE TRANSFEREE DELIVERS TO THE TRUSTEE AND THE TRUST ADMINISTRATOR (I) A REPRESENTATION LETTER 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 ACQUIRING SUCH CERTIFICATE FOR, ON BEHALF OF OR WITH THE ASSETS OF SUCH A PLAN OR ARRANGEMENT (“BENEFIT PLAN INVESTOR”) OR (II) IF THE CERTIFICATE IS THE SUBJECT OF AN ERISA-QUALIFYING UNDERWRITING AND THE PURCHASER IS AN INSURANCE COMPANY, A REPRESENTATION IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN OR (III) AN OPINION OF COUNSEL IN ACCORDANCE WITH THE PROVISIONS OF THE AGREEMENT REFERRED TO HEREIN. IN THE EVENT THE REPRESENTATIONS REFERRED TO IN THE PRECEDING SENTENCE ARE NOT FURNISHED, SUCH REPRESENTATION SHALL BE DEEMED TO HAVE BEEN MADE TO THE TRUSTEE AND THE TRUST ADMINISTRATOR BY THE TRANSFEREE’S ACCEPTANCE OF THIS CERTIFICATE, OR BY ANY BENEFICIAL OWNER WHO PURCHASES AN INTEREST IN THIS CERTIFICATE IN BOOK-ENTRY FORM. IN THE EVENT THAT A REPRESENTATION IS VIOLATED, OR ANY ATTEMPT TO TRANSFER THIS CERTIFICATE TO A BENEFIT PLAN INVESTOR IS ATTEMPTED WITHOUT THE DELIVERY TO THE TRUST ADMINISTRATOR OF THE OPINION OF COUNSEL DESCRIBED ABOVE, THE ATTEMPTED TRANSFER OR ACQUISITION OF THIS CERTIFICATE SHALL BE VOID AND OF NO EFFECT.
(iii) No transfer of an ERISA-Restricted Cap Certificate prior to the termination of the related Yield Maintenance Agreement shall be made unless the Trust Administrator shall have received a representation letter from the transferee of such Certificate, substantially in the form of Investment Letter set forth as in Exhibit C hereto O, to the effect that either (i) such transferee is neither a Plan nor a Person acting on behalf of any such Plan or using the assets of any such Plan to effect such transfer or (ii) the acquisition and shall promptly notify holding of the party delivering ERISA-Restricted Cap Certificate are eligible for exemptive relief under Prohibited Transaction Class Exemption (“PTCE”) 00-00, XXXX 00-0, XXXX 91-38, XXXX 00-00, XXXX 96-23 or the same if such Investment Letter does not so conform.non-fiduciary service provider exemption under Section 408(b)(17)
Appears in 1 contract
Samples: Pooling and Servicing Agreement (CSMC Mortgage-Backed Trust 2007-2)
Registration of Transfer and Exchange of Certificates. The Certificate Registrar (a) At all times during the term of this Agreement, there shall keep or cause to be kept, maintained at the office or agency maintained pursuant to Section 4.08, of the Certificate Registrar a Certificate Register in which, subject to such reasonable regulations as it the Certificate Registrar may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. JPMorgan Chase Bank, located at 2001 Bryan Stxxxx, Xxxxxx, Texas 75201, is hereby initially appointed Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Owner Certificate Registrar may appoint, by a written instrument delivered to the Depositor, the Paying Agent, the Trustee, the Special Servicer and the Servicer, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If JPMorgan Chase Bank resigns or is removed as Paying Agent, the Trustee shall be the initial “immediately succeed to its predecessor's duties as Certificate Registrar.” Upon surrender for registration of transfer of any Certificate at the office or agency maintained pursuant to Section 4.08. The Depositor, the Owner Trustee, the Servicer and the Special Servicer shall have the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, and to rely conclusively upon the satisfaction a certificate of the conditions Certificate Registrar as to the information set forth in Section 4.09(cthe Certificate Register. The names and addresses of all Certificateholders and the names and addresses of the transferees of any Certificates shall be registered in the Certificate Register; provided, however, in no event shall the Certificate Registrar be required to maintain in the Certificate Register the names of Certificate Owners. The Person in whose name any Certificate is so registered shall be deemed and treated as the sole owner and Holder thereof for all purposes of this Agreement and the Certificate Registrar, the Servicer, the Trustee, the Paying Agent, the Special Servicer and any agent of any of them shall not be affected by any notice or knowledge to the contrary. A Definitive Certificate is transferable or exchangeable only upon the surrender of such Certificate to the Certificate Registrar at its office maintained at JPMorgan Chase Bank, 2001 Bryan Stxxxx, Xxxxxx, Texas 75201, (Facsimile No.: (214) 468-6430), shall executeXxxxxxxxx: Real Estate Structured Finance-J.P. Morgan Cxxxx Xxxxxxcial Mortgage Securities Corp., authenticate Commercial Mortgage Pass-Through Certificates, Series 2003-PM1 (the "Registrar Office") together with an assignment and deliver transfer (executed by the Holder or shall cause its authenticating agent his duly authorized attorney). Subject to authenticate and deliverthe requirements of Sections 5.02(b), (c) and (d), the Certificate Registrar shall execute and the Authenticating Agent shall duly authenticate in the name of the designated transferee or transferees, one or more new Certificates in Denominations of a like Percentage Interest dated aggregate Denomination as the date of authentication Definitive Certificate being surrendered. Such Certificates shall be delivered by the Owner Trustee or any authenticating agentCertificate Registrar in accordance with Section 5.02(e). At the option of a Certificateholder, Certificates may be exchanged for other Certificates of a like Percentage Interest upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 4.08. Every Each Certificate presented or surrendered for registration of transfer or exchange shall be accompanied canceled, and the Certificate Registrar shall hold such canceled Certificates in accordance with its standard procedures.
(b) No transfer of any Non-Registered Certificate shall be made unless that transfer is made pursuant to an effective registration statement under the Securities 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. If a transfer (other than one by the Depositor to an Affiliate thereof) is to be made in reliance upon an exemption from the Securities Act, and under the applicable state securities laws, then either:
(i) Rule 144A Book-Entry Certificate to Regulation S Book-Entry Certificate During the Restricted Period. If, during the Restricted Period, a written instrument Certificate Owner of an interest in a Rule 144A Book-Entry Certificate wishes at any time to transfer its beneficial interest in such Rule 144A Book-Entry Certificate to a Person who wishes to take delivery thereof in the form of Transferor a beneficial interest in a Regulation S Book-Entry Certificate, such Certificate set forth as Exhibit D heretoOwner may, duly executed in addition to complying with all applicable rules and procedures of the Depository and Clearstream or Euroclear applicable to transfers by their respective participants (the Certificateholder or his attorney duly authorized in writing. No service charge shall be made for any registration of "Applicable Procedures"), transfer or exchange cause the transfer of Certificates, but such beneficial interest for an equivalent beneficial interest in the Owner Trustee or Regulation S Book-Entry Certificate only upon compliance with 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 of Certificates. The preceding provisions of this Section 4.04 notwithstanding5.02(b)(i). Upon receipt by the Certificate Registrar at its Corporate Trust Office of (1) written instructions given in accordance with the Applicable Procedures from a Depository Participant directing the Certificate Registrar to credit or cause to be credited to another specified Depository Participant's account a beneficial interest in the Regulation S Book-Entry Certificate in an amount equal to the Denomination of the beneficial interest in the Rule 144A Book-Entry Certificate to be transferred, (2) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Depository Participant (and the Euroclear or Clearstream account, as the case may be) to be credited with, and the account of the Depository Participant to be debited for, such beneficial interest, and (3) a certificate in the form of Exhibit K hereto given by the Certificate Owner that is transferring such interest, the Certificate Registrar, as custodian of the Book-Entry Certificates shall reduce the Denomination of the Rule 144A Book-Entry Certificate by the Denomination of the beneficial interest in the Rule 144A Book-Entry Certificate to be so transferred and, concurrently with such reduction, increase the Denomination of the Regulation S Book-Entry Certificate by the Denomination of the beneficial interest in the Rule 144A Book-Entry Certificate to be so transferred, and credit or cause to be credited to the account of the Person specified in such instructions (who shall be a Depository Participant acting for or on behalf of Euroclear or Clearstream, or both, as the case may be) a beneficial interest in the Regulation S Book-Entry Certificate having a Denomination equal to the amount by which the Denomination of the Rule 144A Book-Entry Certificate was reduced upon such transfer.
(ii) Rule 144A Book-Entry Certificate to Regulation S Book-Entry Certificate After the Restricted Period. If, after the Restricted Period, a Certificate Owner of an interest in a Rule 144A Book-Entry Certificate wishes at any time to transfer its beneficial interest in such Rule 144A Book-Entry Certificate to a Person who wishes to take delivery thereof in the form of a beneficial interest in a Regulation S Book-Entry Certificate, such holder may, in addition to complying with all Applicable Procedures, transfer or cause the transfer of such beneficial interest for an equivalent beneficial interest in a Regulation S Book-Entry Certificate only upon compliance with the provisions of this Section 5.02(b)(ii). Upon receipt by the Certificate Registrar at its Corporate Trust Office of (1) written instructions given in accordance with the Applicable Procedures from a Depository Participant directing the Certificate Registrar to credit or cause to be credited to another specified Depository Participant's account a beneficial interest in the Regulation S Book-Entry Certificate in an amount equal to the Denomination of the beneficial interest in the Rule 144A Book-Entry Certificate to be transferred, (2) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Depository Participant (and, in the case of a transfer pursuant to and in accordance with Regulation S, the Euroclear or Clearstream account, as the case may be) to be credited with, and the account of the Depository Participant to be debited for, such beneficial interest, and (3) a certificate in the form of Exhibit M hereto given by the Certificate Owner that is transferring such interest, the Certificate Registrar as custodian of the Book-Entry Certificates shall not register transfers reduce the Denomination of the Rule 144A Book-Entry Certificate by the aggregate Denomination of the beneficial interest in the Rule 144A Book-Entry Certificate to be so transferred and, concurrently with such reduction, increase the Denomination of the Regulation S Book-Entry Certificate by the aggregate Denomination of the beneficial interest in the Rule 144A Book-Entry Certificate to be so transferred, and credit or exchanges cause to be credited to the account of Certificates the Person specified in such instructions (who shall be a Depository Participant acting for or on behalf of Euroclear or Clearstream, or both, as the case may be) a period beneficial interest in the Regulation S Book-Entry Certificate having a Denomination equal to the amount by which the Denomination of fifteen the Rule 144A Book-Entry Certificate was reduced upon such transfer.
(15iii) days preceding Regulation S Book-Entry Certificate to Rule 144A Book-Entry Certificate. If the Payment Date Certificate Owner of an interest in a Regulation S Book-Entry Certificate wishes at any time to transfer its beneficial interest in such Regulation S Book-Entry Certificate to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Rule 144A Book-Entry Certificate, such holder may, in addition to complying with all Applicable Procedures, transfer or cause the transfer of such beneficial interest for an equivalent beneficial interest in the Rule 144A Book-Entry Certificate only upon compliance with the provisions of this Section 5.2(b)(iii). Upon receipt by the Certificate Registrar at its Corporate Trust Office of (1) written instructions given in accordance with the Applicable Procedures from a Depository Participant directing the Certificate Registrar to credit or cause to be credited to another specified Depository Participant's account a beneficial interest in the Rule 144A Book-Entry Certificate in an amount equal to the Denomination of the beneficial interest in the Regulation S Book-Entry Certificate to be transferred, (2) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Depository Participant to be credited with, and the account of the Depository Participant (or, if such account is held for Euroclear or Clearstream, the Euroclear or Clearstream account, as the case may be) to be debited for such beneficial interest, and (3) with respect to the Certificates. Notwithstanding anything contained herein to the contrary, neither the Certificate Registrar nor the Owner Trustee shall be responsible for ascertaining whether any a transfer complies with the registration provisions or exemptions from the Securities Act of 1933, as amended, the Securities Act of 1934, as amended, applicable state securities law or the Investment Company Act of 1940, as amended; provided, however, that if an Investment Letter is specifically required to be delivered to the Owner Trustee by a purchaser or transferee of a Certificatebeneficial interest in the Regulation S Book-Entry Certificate for a beneficial interest in the related Rule 144A Book-Entry Certificate (i) during the Restricted Period, the Owner Trustee shall be under a duty to examine the same to determine whether it conforms to certificate in the form of Exhibit N hereto given by the Certificate Owner, or (ii) after the Restricted Period, an Investment Representation Letter set forth as in the form of Exhibit C attached hereto from the transferee to the effect that such transferee is a Qualified Institutional Buyer (an "Investment Representation Letter"), the Certificate Registrar, as custodian of the Book-Entry Certificates, shall reduce the Denomination of the Regulation S Book-Entry Certificate by the Denomination of the beneficial interest in the Regulation S Book-Entry Certificate to be transferred, and, concurrently with such reduction, increase the Denomination of the Rule 144A Book-Entry Certificate by the aggregate Denomination of the beneficial interest in the Regulation S Book-Entry Certificate to be so transferred, and credit or cause to be credited to the account of the Person specified in such instructions (who shall promptly notify be a Depository Participant acting for or on behalf of Euroclear or Clearstream, or both, as the party delivering case may be) a beneficial interest in the same if Rule 144A Book-Entry Certificate having a Denomination equal to the amount by which the Denomination of the Regulation S Book-Entry Certificate was reduced upon such Investment Letter does not so conformtransfer.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Jp Morgan Chase Comm Mort Pass THR Certs Ser 2003-Pm1)
Registration of Transfer and Exchange of Certificates. During the Amortization Period, any Certificateholder will be permitted to sell, transfer, assign or convey its Certificate if the following conditions are satisfied:
(a) The Certificate Issuer appoints the Owner Trustee to be the "Trust Registrar" and to keep a register (the "Trust Register") of the Certificateholders and transfers of the Certificates. If the Trust Registrar resigns, the Administrator, on behalf of the Issuer, will promptly appoint a successor or, if it elects not to make the appointment, assume the obligations of Trust Registrar. The Trust Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 4.083.5, a Certificate Trust Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Trust Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The Owner Trustee shall be the initial “Certificate Registrar.”
(b) Upon surrender for registration of transfer of any Certificate in compliance with Section 3.3(f) at the office or agency maintained pursuant to Section 4.083.5, the Owner Trustee, upon the satisfaction of the conditions set forth in Section 4.09(c), Trustee shall execute, authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Certificates of a like Percentage Interest dated the date of authentication by the Owner Trustee or any authenticating agent. At the option of a Certificateholder, Certificates such Certificateholder's Certificate may be exchanged for other Certificates of a like Percentage Interest upon surrender of the Certificates such Certificate to be exchanged at the office or agency maintained pursuant to Section 4.083.5. The preceding provisions of this Section 3.3 notwithstanding, (i) the Owner Trustee shall not make, and the Trust Registrar shall not register, transfers or exchanges of Certificates for a period of fifteen (15) days preceding the due date for any payment with respect to the Certificates and (ii) the Owner Trustee shall permit the registration, transfer and exchange of (x) the Class A Certificate only in a minimum denomination of a Percentage Interest of 100.00% and (y) the Class B Certificate only to the Depositor and to the holder of the Class A Certificate. Any Class B Certificate transferred to the holder of the Class A Certificate shall be treated as merging into and becoming part of the Class A Certificate.
(c) Every Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the form of Transferor Certificate set forth as Exhibit D hereto, Owner Trustee and the Trust Registrar duly executed by the Certificateholder or his attorney duly authorized in writing. 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.
(d) 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 C to the effect that:
(i) such transferee is not acquiring and will not hold the Certificate on behalf of any beneficial owner (as determined for U.S. tax purposes), including itself, that is 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 D; and
(3) an opinion of counsel addressed 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 a Non-U.S. Person or 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 3.3(d) or for making any payments due on such Certificate to the Certificateholder thereof or taking any other action with respect to such Certificateholder under the provisions of this Trust Agreement or the Transfer and Servicing Agreement so long as the transfer was registered by the Trust Registrar or the Owner Trustee in accordance with the foregoing requirements.
(e) No service charge shall be made for any registration of transfer or exchange of Certificates, but the Owner Trustee (or the Certificate Paying Agent) or the Trust 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 of Certificates. The preceding .
(f) No transfer of a Certificate or any interest therein shall be made unless (i) the holder of such Certificate shall have first surrendered such Certificate to the Trust Registrar for registration of transfer, or (ii) in the case of any such Certificate which shall have been mutilated, destroyed, lost or stolen, the holder of such Certificate shall have first complied with the applicable provisions of this Section 4.04 notwithstanding, the Certificate Registrar shall not register transfers or exchanges of Certificates for a period of fifteen (15) days preceding the Payment Date with respect to the Certificates. Notwithstanding anything contained herein to the contrary, neither the Certificate Registrar nor the Owner Trustee shall be responsible for ascertaining whether any transfer complies with the registration provisions or exemptions from the Securities Act of 1933, as amended, the Securities Act of 1934, as amended, applicable state securities law or the Investment Company Act of 1940, as amended; provided, however, that if an Investment Letter is specifically required to be delivered to the Owner Trustee by a purchaser or transferee of a Certificate, the Owner Trustee shall be under a duty to examine the same to determine whether it conforms to the form of Investment Letter set forth as Exhibit C hereto and shall promptly notify the party delivering the same if such Investment Letter does not so conform3.4.
Appears in 1 contract
Samples: Trust Agreement (Verizon ABS LLC)
Registration of Transfer and Exchange of Certificates. The Certificate Registrar Owner Trustee shall keep or cause to be kept, kept at the office or agency to be maintained pursuant to Section 4.083.8 by a certificate registrar (the "Certificate Registrar"), a register (the "Certificate Register Register") in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The Owner Trustee Chase shall be the initial “Certificate Registrar.” . In the event that, subsequent to the date of issuance of the Certificates, Chase notifies the Owner Trustee that it is unable to act as the Certificate Registrar, the Owner Trustee shall act, or the Owner Trustee shall, with the consent of each Depositor, appoint another bank or trust company, having an office or agency located in The City of New York and which agrees to act in accordance with the provisions of this Agreement applicable to it, to act, as successor Certificate Registrar under this Agreement. The Owner Trustee may revoke such appointment and remove Chase as the Certificate Registrar if the Owner Trustee determines in its sole discretion that Chase failed to perform its obligations under this Agreement in any material respect. Chase shall be permitted to resign as the Certificate Registrar upon 30 days' written notice to the Owner Trustee, each Depositor and the Issuer; provided, however, that such resignation shall not be effective and Chase shall continue to perform its duties as the Certificate Registrar until the Owner Trustee has appointed a successor Certificate Registrar with the consent of each Depositor. An institution succeeding to the corporate agency business of the Certificate Registrar shall continue to be the Certificate Registrar without the execution or filing of any paper or any further act on the part of the Owner Trustee or such Certificate Registrar. Upon surrender for registration of transfer of any Certificate at the office or agency maintained pursuant to Section 4.083.8, the Owner Trustee, upon the satisfaction of the conditions set forth in Section 4.09(c), Trustee shall execute, authenticate and (if the Certificate Registrar is different than the Owner Trustee, then the Certificate Registrar shall) deliver (or shall cause Chase as 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 a like Percentage Interest class and aggregate face amount dated the date of authentication by the Owner Trustee or any authenticating agent. At the option of a CertificateholderHolder, Certificates may be exchanged for other Certificates of the same class in authorized denominations of a like Percentage Interest aggregate amount upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 4.083.8. Whenever any Certificate is surrendered for exchange, the Owner Trustee shall execute, authenticate and (if the Certificate Registrar is different than the Owner Trustee, then the Certificate Registrar shall) 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 accompanied by a written instrument of transfer in form satisfactory to the form of Transferor Owner Trustee and the Certificate set forth as Exhibit D hereto, Registrar duly executed by the Certificateholder Holder, which signature on such assignment must be guaranteed by a member of the New York Stock Exchange or his attorney duly authorized a commercial bank or trust company. Each Certificate surrendered for registration of transfer or exchange shall be canceled and subsequently disposed of by the Owner Trustee or Certificate Registrar in writingaccordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of Certificates, 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 of Certificates. The preceding provisions of this Section 4.04 notwithstanding, the Certificate Registrar shall not register transfers or exchanges of Certificates for a period of fifteen (15) days preceding the Payment Date with respect to the Certificates. Notwithstanding anything contained herein to the contrary, neither the Certificate Registrar nor the Owner Trustee shall be responsible for ascertaining whether any transfer complies with the registration provisions or exemptions from the Securities Act of 1933, as amended, the Securities Act of 1934, as amended, applicable state securities law or the Investment Company Act of 1940, as amended; provided, however, that if an Investment Letter is specifically required to be delivered to the Owner Trustee by a purchaser or transferee of a Certificate, the Owner Trustee shall be under a duty to examine the same to determine whether it conforms to the form of Investment Letter set forth as Exhibit C hereto and shall promptly notify the party delivering the same if such Investment Letter does not so conform.
Appears in 1 contract
Registration of Transfer and Exchange of Certificates. The Certificate Registrar (a) At all times during the term of this Agreement, there shall keep or cause to be kept, maintained at the office or agency maintained pursuant to Section 4.08, of the Certificate Registrar a Certificate Register in which, subject to such reasonable regulations as it the Certificate Registrar may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. LaSalle Bank National Association, located at 100 X. XxXxxxx Street, Chicago, Illinois 60603, hereby initially appointed Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. The Owner Certificate Registrar may appoint, by a written instrument delivered to the Depositor, the Trustee, the Paying Agent, the Special Servicer and the Servicer, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If LaSalle Bank, National Association, resigns or is removed as Paying Agent, the Trustee shall be the initial “immediately succeed to its predecessor's duties as Certificate Registrar.” Upon surrender for registration of transfer of any Certificate at the office or agency maintained pursuant to Section 4.08. The Depositor, the Owner Trustee, the Servicer and the Special Servicer shall have the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, and to rely conclusively upon the satisfaction a certificate of the conditions Certificate Registrar as to the information set forth in Section 4.09(cthe Certificate Register. The names and addresses of all Certificateholders and the names and addresses of the transferees of any Certificates shall be registered in the Certificate Register; provided, however, in no event shall the Certificate Registrar be required to maintain in the Certificate Register the names of Certificate Owners. The Person in whose name any Certificate is so registered shall be deemed and treated as the sole owner and Holder thereof for all purposes of this Agreement and the Certificate Registrar, the Servicer, the Trustee, the Paying Agent, the Special Servicer and any agent of any of them shall not be affected by any notice or knowledge to the contrary. A Definitive Certificate is transferable or exchangeable only upon the surrender of such Certificate to the Certificate Registrar at its office maintained at 100 X. XxXxxxx Street, Suite 1625, Chicago, Illinois 60603, Attn: Asset-Backed Securities Trust Services Group-J.X. Xxxxxx Cxxxx Commercial Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates, Series 2001-C1 (the "Registrar Office") together with an assignment and transfer (executed by the Holder or his duly authorized attorney). Subject to the requirements of Sections 5.02(b), shall execute, authenticate (c) and deliver (or shall cause its authenticating agent to authenticate and deliverd), the Certificate Registrar shall execute and the Authenticating Agent shall duly authenticate in the name of the designated transferee or transferees, one or more new Certificates in Denominations of a like Percentage Interest dated aggregate Denomination as the date of authentication Definitive Certificate being surrendered. Such Certificates shall be delivered by the Owner Trustee or any authenticating agentCertificate Registrar in accordance with Section 5.02(e). At the option of a Certificateholder, Certificates may be exchanged for other Certificates of a like Percentage Interest upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 4.08. Every Each Certificate presented or surrendered for registration of transfer or exchange shall be accompanied canceled, and the Certificate Registrar shall hold such canceled Certificates in accordance with its standard procedures.
(b) No transfer of any Non-Registered Certificate shall be made unless that transfer is made pursuant to an effective registration statement under the Securities 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. If a transfer (other than one by the Depositor to an Affiliate thereof) is to be made in reliance upon an exemption from the Securities Act, and under the applicable state securities laws, then:
(i) RULE 144A BOOK-ENTRY CERTIFICATE TO REGULATION S BOOK-ENTRY CERTIFICATE DURING THE RESTRICTED PERIOD. If, during the Restricted Period, a written instrument Beneficial Owner of an interest in a Rule 144A Book-Entry Certificate wishes at any time to transfer its beneficial interest in such Rule 144A Book-Entry Certificate to a Person who wishes to take delivery thereof in the form of Transferor Certificate set forth as Exhibit D heretoa beneficial interest in a Regulation S Book-Entry Certificate, duly executed such Beneficial Owner may, in addition to complying with all applicable rules and procedures of the Depository and Clearstream or Euroclear applicable to transfers by their respective participants (the Certificateholder or his attorney duly authorized in writing. No service charge shall be made for any registration of "Applicable Procedures"), transfer or exchange cause the transfer of Certificates, but such beneficial interest for an equivalent beneficial interest in the Owner Trustee or Regulation S Book-Entry Certificate only upon compliance with 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 of Certificates. The preceding provisions of this Section 4.04 notwithstanding5.2(b)(i). Upon receipt by the Certificate Registrar at its Corporate Trust Office of (1) written instructions given in accordance with the Applicable Procedures from a Depository Participant directing the Certificate Registrar to credit or cause to be credited to another specified Depository Participant's account a beneficial interest in the Regulation S Book-Entry Certificate in an amount equal to the Denomination of the beneficial interest in the Rule 144A Book-Entry Certificate to be transferred, (2) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Depository Participant (and the Euroclear or Clearstream account, as the case may be) to be credited with, and the account of the Depository Participant to be debited for, such beneficial interest, and (3) a certificate in the form of Exhibit K hereto given by the Beneficial Owner that is transferring such interest, the Certificate Registrar, as custodian of the Book-Entry Certificates shall reduce the Denomination of the Rule 144A Book-Entry Certificate by the Denomination of the beneficial interest in the Rule 144A Book-Entry Certificate to be so transferred and, concurrently with such reduction, to increase the Denomination of the Regulation S Book-Entry Certificate by the Denomination of the beneficial interest in the Rule 144A Book-Entry Certificate to be so transferred, and to credit or cause to be credited to the account of the Person specified in such instructions (who shall be a Depository Participant acting for or on behalf of Euroclear or Clearstream, or both, as the case may be) a beneficial interest in the Regulation S Book-Entry Certificate having a Denomination equal to the amount by which the Denomination of the Rule 144A Book-Entry Certificate was reduced upon such transfer.
(ii) RULE 144A BOOK-ENTRY CERTIFICATE TO REGULATION S BOOK-ENTRY CERTIFICATE AFTER THE RESTRICTED PERIOD. If, after the Restricted Period, a Beneficial Owner of an interest in a Rule 144A Book-Entry Certificate wishes at any time to transfer its beneficial interest in such Rule 144A Book-Entry Certificate to a Person who wishes to take delivery thereof in the form of a beneficial interest in a Regulation S Book-Entry Certificate, such holder may, in addition to complying with all Applicable Procedures, transfer or cause the transfer of such beneficial interest for an equivalent beneficial interest in a Regulation S Book-Entry Certificate only upon compliance with the provisions of this Section 5.2(b)(ii). Upon receipt by the Certificate Registrar at its Corporate Trust Office of (1) written instructions given in accordance with the Applicable Procedures from a Depository Participant directing the Certificate Registrar to credit or cause to be credited to another specified Depository Participant's account a beneficial interest in the Regulation S Book-Entry Certificate in an amount equal to the Denomination of the beneficial interest in the Rule 144A Book-Entry Certificate to be transferred, (2) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Depository Participant (and, in the case of a transfer pursuant to and in accordance with Regulation S, the Euroclear or Clearstream account, as the case may be) to be credited with, and the account of the Depository Participant to be debited for, such beneficial interest, and (3) a certificate in the form of Exhibit N hereto given by the Beneficial Owner that is transferring such interest, the Certificate Registrar shall not register transfers instruct the Depository or exchanges the Certificate Custodian, as applicable, to reduce the Denomination of Certificates the Rule 144A Book-Entry Certificate by the aggregate Denomination of the beneficial interest in the Rule 144A Book-Entry Certificate to be so transferred and, concurrently with such reduction, to increase the Denomination of the Regulation S Book-Entry Certificate by the aggregate Denomination of the beneficial interest in the Rule 144A Book-Entry Certificate to be so transferred, and to credit or cause to be credited to the account of the Person specified in such instructions (who shall be a Depository Participant acting for or on behalf of Euroclear or Clearstream, or both, as the case may be) a period beneficial interest in the Regulation S Book-Entry Certificate having a Denomination equal to the amount by which the Denomination of fifteen the Rule 144A Book-Entry Certificate was reduced upon such transfer.
(15iii) days preceding REGULATION S BOOK-ENTRY CERTIFICATE TO RULE 144A BOOK-ENTRY Certificate. If the Payment Date Beneficial Owner of an interest in a Regulation S Book-Entry Certificate wishes at any time to transfer its beneficial interest in such Regulation S Book-Entry Certificate to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Rule 144A Book-Entry Certificate, such holder may, in addition to complying with all Applicable Procedures, transfer or cause the transfer of such beneficial interest for an equivalent beneficial interest in the Rule 144A Book-Entry Certificate only upon compliance with the provisions of this Section 5.2(b)(iii). Upon receipt by the Certificate Registrar at its Corporate Trust Office of (1) written instructions given in accordance with the Applicable Procedures from a Depository Participant directing the Certificate Registrar to credit or cause to be credited to another specified Depository Participant's account a beneficial interest in the Rule 144A Book-Entry Certificate in an amount equal to the Denomination of the beneficial interest in the Regulation S Book-Entry Certificate to be transferred, (2) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Depository Participant to be credited with, and the account of the Depository Participant (or, if such account is held for Euroclear or Clearstream, the Euroclear or Clearstream account, as the case may be) to be debited for such beneficial interest, and (3) with respect to the Certificates. Notwithstanding anything contained herein to the contrary, neither the Certificate Registrar nor the Owner Trustee shall be responsible for ascertaining whether any a transfer complies with the registration provisions or exemptions from the Securities Act of 1933, as amended, the Securities Act of 1934, as amended, applicable state securities law or the Investment Company Act of 1940, as amended; provided, however, that if an Investment Letter is specifically required to be delivered to the Owner Trustee by a purchaser or transferee of a Certificatebeneficial interest in the Regulation S Book-Entry Certificate for a beneficial interest in the related Rule 144A Book-Entry Certificate (i) during the Restricted Period, the Owner Trustee shall be under a duty to examine the same to determine whether it conforms to certificate in the form of Exhibit O hereto given by the Beneficial Owner, or (ii) after the Restricted Period, an Investment Representation Letter set forth as in the form of Exhibit C attached hereto from the transferee to the effect that such transferee is a Qualified Institutional Buyer, the Certificate Registrar, as custodian of the Book-Entry Certificates, shall reduce the Denomination of the Regulation S Book-Entry Certificate by the Denomination of the beneficial interest in the Regulation S Book-Entry Certificate to be transferred, and, concurrently with such reduction, increase the Denomination of the Rule 144A Book-Entry Certificate by the aggregate Denomination of the beneficial interest in the Regulation S Book-Entry Certificate to be so transferred, and to credit or cause to be credited to the account of the Person specified in such instructions (who shall promptly notify be a Depository Participant acting for or on behalf of Euroclear or Clearstream, or both, as the party delivering case may be) a beneficial interest in the same if Rule 144A Book-Entry Certificate having a Denomination equal to the amount by which the Denomination of the Regulation S Book-Entry Certificate was reduced upon such Investment Letter does not so conformtransfer.
(iv) TRANSFERS WITHIN REGULATION S BOOK-ENTRY CERTIFICATES DURING RESTRICTED PERIOD. If, during the Restricted Period, the Beneficial Owner of an interest in a Regulation S Book-Entry Certificate wishes at any time to transfer its beneficial interest in such Certificate to a Person who wishes to take delivery thereof in the form of a Regulation S Book-Entry Certificate, such Beneficial Owner may transfer or cause the transfer of such beneficial interest for an equivalent beneficial interest in such Regulation S Book-Entry Certificate only upon compliance with the provisions of this Section 5.2(b)(iv)
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Jp Morgan Chase Commercial Mortgage Securities Corp)
Registration of Transfer and Exchange of Certificates. The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 4.083.08, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar Owner Trustee shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The Owner Trustee Administrator shall be the initial “Certificate Registrar.” . Upon surrender for registration of transfer of any Certificate at the office or agency maintained pursuant to Section 4.083.08, the Owner Trustee, upon the satisfaction of the conditions set forth in Section 4.09(c), Trustee shall execute, authenticate and deliver (or shall cause the Administrator as 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 a like Percentage Interest aggregate amount dated the date of authentication by the Owner Trustee or any authenticating agent. At the option of a Certificateholderan Owner, Certificates may be exchanged for other Certificates of authorized denominations of a like Percentage Interest aggregate amount upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 4.083.08. Every Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the form of Transferor Owner Trustee and the Certificate set forth as Exhibit D hereto, Registrar duly executed by the Certificateholder Owner or his attorney duly authorized in writing. In addition, each Certificate presented or surrendered for registration of transfer and exchange must be accompanied by a letter from the Prospective Owner certifying as to the representations set forth in Section 3.14(a) and (b). Each Certificate surrendered for registration of transfer or exchange shall be canceled and disposed of by the Owner Trustee in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of Certificates, 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 of Certificates. The preceding provisions of this Section 4.04 notwithstanding, the Owner Trustee shall not make and the Certificate Registrar shall not register transfers transfer or exchanges of Certificates for a period of fifteen (15) 15 days preceding the Payment Date due date for any payment with respect to the Certificates. Notwithstanding anything contained herein to the contrary, neither the Certificate Registrar nor the Owner Trustee shall be responsible for ascertaining whether any transfer complies with the registration provisions or exemptions from the Securities Act of 1933, as amended, the Securities Act of 1934, as amended, applicable state securities law or the Investment Company Act of 1940, as amended; provided, however, that if an Investment Letter is specifically required to be delivered to the Owner Trustee by a purchaser or transferee of a Certificate, the Owner Trustee shall be under a duty to examine the same to determine whether it conforms to the form of Investment Letter set forth as Exhibit C hereto and shall promptly notify the party delivering the same if such Investment Letter does not so conform.
Appears in 1 contract
Samples: Trust Agreement (Bear Stearns Asset Backed Securities Inc)
Registration of Transfer and Exchange of Certificates. The Certificate Registrar (a) At all times during the term of this Agreement, there shall keep or cause to be kept, maintained at the office or agency maintained pursuant to Section 4.08, of the Certificate Registrar a Certificate Register in which, subject to such reasonable regulations as it the Certificate Registrar may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. LaSalle Bank National Association, located at 135 South LaSalle Street, Suite 1625, Chicago, Illinois 60603 is hereby xxxxxxxxx xxxxxxxxx Xxxxxxxxxxx Xxxxxxxxx xxx xxx xxxxxxx xx registering Certificates and transfers and exchanges of Certificates as herein provided. The Owner Certificate Registrar may appoint, by a written instrument delivered to the Depositor, the Paying Agent, the Trustee, the Special Servicer and the Master Servicer, any other bank or trust company to act as Certificate Registrar under such conditions as the predecessor Certificate Registrar may prescribe, provided that the predecessor Certificate Registrar shall not be relieved of any of its duties or responsibilities hereunder by reason of such appointment. If LaSalle Bank National Association resigns or is removed as Paying Agent, the Trustee shall be the initial “immediately succeed to its predecessor's duties as Certificate Registrar.” Upon surrender for registration of transfer of any Certificate at the office or agency maintained pursuant to Section 4.08. The Depositor, the Owner Trustee, the Master Servicer and the Special Servicer shall have the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, and to rely conclusively upon the satisfaction a certificate of the conditions Certificate Registrar as to the information set forth in Section 4.09(cthe Certificate Register. The names and addresses of all Certificateholders and the names and addresses of the transferees of any Certificates shall be registered in the Certificate Register; provided, however, in no event shall the Certificate Registrar be required to maintain in the Certificate Register the names of Certificate Owners. The Person in whose name any Certificate is so registered shall be deemed and treated as the sole owner and Holder thereof for all purposes of this Agreement and the Certificate Registrar, the Master Servicer, the Paying Agent, the Trustee, the Special Servicer and any agent of any of them shall not be affected by any notice or knowledge to the contrary. A Definitive Certificate is transferable or exchangeable only upon the surrender of such Certificate to the Certificate Registrar at its office maintained at LaSalle Bank National Association, 135 South LaSalle Street, Suite 1625, Chicago, Illinois 60603, Attn: Asxxx Xxxxxx Xxxxxxxxxx Xxxxx Xxxxxxxx Xxxxx--X.X. Xxxxxx Xxxxx Commercial Mortgage Securities Corp., Commercial Mortxxxx Xxxx-Xhxxxxx Certificates, Series 2004-C2 (the "Registrar Office") together with an assignment and transfer (executed by the Holder or his duly authorized attorney). Subject to the requirements of Sections 5.02(b), shall execute, authenticate (c) and deliver (or shall cause its authenticating agent to authenticate and deliverd), the Certificate Registrar shall execute and the Authenticating Agent shall duly authenticate in the name of the designated transferee or transferees, one or more new Certificates in Denominations of a like Percentage Interest dated aggregate Denomination as the date of authentication Definitive Certificate being surrendered. Such Certificates shall be delivered by the Owner Trustee or any authenticating agentCertificate Registrar in accordance with Section 5.02(e). At the option of a Certificateholder, Certificates may be exchanged for other Certificates of a like Percentage Interest upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 4.08. Every Each Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in the form of Transferor Certificate set forth as Exhibit D heretocanceled, duly executed by the Certificateholder or his attorney duly authorized in writing. No service charge shall be made for any registration of transfer or exchange of Certificates, 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 of Certificates. The preceding provisions of this Section 4.04 notwithstanding, and the Certificate Registrar shall not register transfers or exchanges hold such canceled Certificates in accordance with its standard procedures.
(b) No transfer of Certificates for a period of fifteen (15) days preceding the Payment Date with respect to the Certificates. Notwithstanding anything contained herein to the contrary, neither the any Non-Registered Certificate Registrar nor the Owner Trustee shall be responsible for ascertaining whether any made unless that transfer complies with is made pursuant to an effective registration statement under the Securities Act, and effective registration provisions or exemptions qualification under applicable state securities laws, or is made in a transaction which does not require such registration or qualification. If a transfer (other than one by the Depositor to an Affiliate thereof or by the Initial Purchasers to ARCap REIT, Inc.) is to be made in reliance upon an exemption from the Securities Act of 1933Act, as amended, and under the Securities Act of 1934, as amended, applicable state securities law or the Investment Company Act of 1940laws, as amended; provided, however, that if an Investment Letter is specifically required to be delivered to the Owner Trustee by a purchaser or transferee of a Certificate, the Owner Trustee shall be under a duty to examine the same to determine whether it conforms to the form of Investment Letter set forth as Exhibit C hereto and shall promptly notify the party delivering the same if such Investment Letter does not so conform.then either:
Appears in 1 contract
Registration of Transfer and Exchange of Certificates. The Certificate Registrar Owner Trustee shall keep or cause to be kept, kept at the office or agency to be maintained pursuant to Section 4.083.8 by a certificate registrar (the “Certificate Registrar”), a register (the “Certificate Register Register”) in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The Owner Trustee JPMorgan Chase shall be the initial “Certificate Registrar.” . In the event that, subsequent to the date of issuance of the Certificates, JPMorgan Chase notifies the Owner Trustee that it is unable to act as the Certificate Registrar, the Owner Trustee shall act, or the Owner Trustee shall, with the consent of the Depositor, appoint another bank or trust company, having an office or agency located in The City of New York and which agrees to act in accordance with the provisions of this Agreement applicable to it, to act, as successor Certificate Registrar under this Agreement. The Owner Trustee may revoke such appointment and remove JPMorgan Chase as the Certificate Registrar if the Owner Trustee determines in its sole discretion that JPMorgan Chase failed to perform its obligations under this Agreement in any material respect. JPMorgan Chase shall be permitted to resign as the Certificate Registrar upon 30 days’ written notice to the Owner Trustee, the Depositor and the Issuer; provided, however, that such resignation shall not be effective and JPMorgan Chase shall continue to perform its duties as the Certificate Registrar until the Owner Trustee has appointed a successor Certificate Registrar with the consent of the Depositor. The provisions of Sections 7.1, 7.3, 7.4, 7.5, 7.6, 8.1 and 8.2 shall be applicable to any Certificate Registrar. An institution succeeding to the corporate trust or agency business of the Certificate Registrar shall continue to be the Certificate Registrar without the execution or filing of any paper or any further act on the part of the Owner Trustee or such Certificate Registrar. Upon surrender for registration of transfer of any Certificate at the office or agency maintained pursuant to Section 4.083.8, the Owner Trustee, upon the satisfaction of the conditions set forth in Section 4.09(c), Trustee shall execute, authenticate and (if the Certificate Registrar is different than the Owner Trustee, then the Certificate Registrar shall) deliver (or shall cause JPMorgan Chase as 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 a like Percentage Interest class and aggregate face amount dated the date of authentication by the Owner Trustee or any authenticating agent. At the option of a CertificateholderHolder, Certificates may be exchanged for other Certificates of the same class in authorized denominations of a like Percentage Interest aggregate amount upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 4.083.8. Whenever any Certificate is surrendered for exchange, the Owner Trustee shall execute, authenticate and (if the Certificate Registrar is different than the Owner Trustee, then the Certificate Registrar shall) 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 accompanied by a written instrument of transfer in form satisfactory to the form of Transferor Owner Trustee and the Certificate set forth as Exhibit D hereto, Registrar duly executed by the Certificateholder Holder, which signature on such assignment must be guaranteed by a member of the New York Stock Exchange or his attorney duly authorized a commercial bank or trust company. Each Certificate surrendered for registration of transfer or exchange shall be canceled and subsequently disposed of by the Owner Trustee or Certificate Registrar in writingaccordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of Certificates, 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 of Certificates. The preceding provisions of this Section 4.04 notwithstanding, the Certificate Registrar shall not register transfers or exchanges of Certificates for a period of fifteen (15) days preceding the Payment Date with respect to the Certificates. Notwithstanding anything contained herein to the contrary, neither the Certificate Registrar nor the Owner Trustee shall be responsible for ascertaining whether any transfer complies with the registration provisions or exemptions from the Securities Act of 1933, as amended, the Securities Act of 1934, as amended, applicable state securities law or the Investment Company Act of 1940, as amended; provided, however, that if an Investment Letter is specifically required to be delivered to the Owner Trustee by a purchaser or transferee of a Certificate, the Owner Trustee shall be under a duty to examine the same to determine whether it conforms to the form of Investment Letter set forth as Exhibit C hereto and shall promptly notify the party delivering the same if such Investment Letter does not so conform.
Appears in 1 contract
Registration of Transfer and Exchange of Certificates. The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 4.083.10, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar shall (i) provide for the registration of the Certificates and of transfers and exchanges of the Certificates as herein providedprovided and (ii) record the Percentage Interest evidenced by each Certificate. The Owner Trustee Wilmington Trust Company shall be the initial “Certificate Registrar.” . If requested, the Certificate Registrar shall provide the Indenture Trustee with the name and address of the Certificateholders on the Closing Date. Upon any transfers of the Certificates, the Certificate Registrar shall notify the Indenture Trustee of the name and address of the transferee in writing, by facsimile, on the day of such transfer. Upon surrender for registration of transfer of any a Certificate at the office or agency maintained pursuant to Section 4.083.10, the Certificate Registrar or the Owner Trustee, upon the satisfaction of the conditions set forth in Section 4.09(c), Trustee shall execute, authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver), in the name of the designated transferee or transfereestransferee, one or more a new Certificates of a like Percentage Interest Certificate dated the date of authentication by the Certificate Registrar, the Owner Trustee or any authenticating agent. At the option of a Certificateholder, Certificates may be exchanged for other Certificates of a like Percentage Interest upon surrender All such transfers of the Certificates will only be made to be exchanged at an Affiliate of the office Depositor or agency maintained pursuant to Section 4.08a Qualified Institutional Buyer. Every A Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar and accompanied by IRS Form W-9 (or successor form) or IRS Form W-8 BEN-E (or other applicable IRS Form W‑8, not including IRS Form W-8ECI, or IRS Form W-8IMY with any IRS Forms W-8ECI attached), and such other documentation as may be reasonably required by the Owner Trustee in order to comply with Applicable Anti-Money Laundering Law, each in form of Transferor satisfactory to the Owner Trustee and the Certificate set forth as Exhibit D heretoRegistrar, duly executed by the applicable Certificateholder or his attorney duly authorized in writing, and, at the Certificate Registrar’s request, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Certificate Registrar, which requirements include membership or participation in the Securities Transfer Agent’s Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Certificate Registrar in addition to, or in substitution for, STAMP, all in accordance with the Exchange Act. Each Certificate surrendered for registration of transfer or exchange shall be canceled and subsequently disposed of by the Certificate Registrar in accordance with its customary practice. No transfer will be effectuated hereunder unless the Owner Trustee has received the transfer documentation required hereunder. No service charge shall be made for any registration of transfer or exchange of the Certificates, 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 of the Certificates. The preceding provisions transferee of this Section 4.04 notwithstandinga Certificate acknowledges that it is deemed to represent that, as a result of its own activities separate from those of the Issuer, it would not be required to treat income from the Certificate Registrar as effectively connected to a United States trade or business of a person that is not U.S. person (within the meaning of Section 7701(a)(30) of the Code), and it further acknowledges that this Agreement provides that no holder of a Certificate shall not register transfers or exchanges of Certificates for a period of fifteen (15) days preceding the Payment Date with respect to the Certificates. Notwithstanding anything contained herein to the contrary, neither the Certificate Registrar nor provide the Owner Trustee shall or Certificate Registrar with either an IRS Form W-8ECI (or successor form) or an IRS Form W-8IMY (or successor form) to which an IRS Form W-8ECI (or successor form) is attached (either directly or as part of another form attached to such IRS Form W-8IMY). No portion of a Certificate or any interest therein may be responsible transferred, directly or indirectly, to any Person which would provide an IRS Form W‑8ECI or IRS Form W‑8IMY with an attached IRS Form W‑8ECI in response to the withholding requirements of the Code. Each holder of a Certificate (or a beneficial interest therein), by acceptance of such Certificate or such interest in such Certificate (A) either (I) is not and will not become for ascertaining whether U.S. federal income tax purposes a Flow-Through Entity or (II) if it is or becomes a Flow-Through Entity, then (1) none of the direct or indirect beneficial owners of any transfer complies with of the registration provisions interests in such Flow-Through Entity has or exemptions from ever will have more than 50% of the Securities Act value of 1933, as amended, its interest in such Flow-Through Entity attributable to the Securities Act interest of 1934, as amended, applicable state securities law or such Flow-Through Entity in the Investment Company Act Class F Notes and the Certificates and (2) it is not and will not be a principal purpose of 1940, as amended; provided, however, that if an Investment Letter is specifically required the arrangement involving the investment of such Flow-Through Entity in any Certificate to permit any partnership to satisfy the 100 partner limitation of section 1.7704-1(h)(1)(ii) of the Treasury Regulations necessary for such partnership not to be delivered classified as a publicly traded partnership under the Code, (B) it will not sell, assign, transfer, pledge or otherwise convey any participating interest in any Certificate or any financial instrument or contract the value of which is determined by reference in whole or in part to any Note, (C) it is not acquiring and will not sell, transfer, assign, participate, pledge or otherwise dispose of any Certificate (or interest therein) or cause any Certificate (or interest therein) to be marketed on or through an “established securities market” within the Owner Trustee by meaning of Section 7704(b) of the Code, including, without limitation, an interdealer quotation system that regularly disseminates firm buy or sell quotations and (D) it does not and will not beneficially own a purchaser Certificate (or transferee any beneficial interest therein) in an amount that is less than the minimum denomination for such Certificate. No holder of a CertificateCertificate shall acquire, the Owner Trustee shall be under a duty to examine the same to determine whether it conforms to the form sell, transfer, assign, participate, pledge, or dispose of Investment Letter set forth as Exhibit C hereto and shall promptly notify the party delivering the same any Certificate (or interest therein) if such Investment Letter does not so conformacquisition, sale, transfer, assignment, participation, pledge or disposition is through, or would cause any Certificate (or interest therein) to be marketed on or through, an “established securities market” within the meaning of Section 7704(b)(1) of the Code, including, without limitation, an over-the-counter market or an interdealer quotation system that regularly disseminates firm buy or sell quotations.
Appears in 1 contract
Samples: Trust Agreement (Exeter Automobile Receivables Trust 2021-4)
Registration of Transfer and Exchange of Certificates. The Certificate Registrar Trustee shall keep or cause to be kept, kept at the office or of agency to be maintained pursuant to by it in accordance with the provisions of Section 4.08, 6.11 a register (the "Certificate Register Register") in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar Trustee shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The Owner Certificate Trustee shall initially be the initial “registrar (the "Certificate Registrar.” Upon ") for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. Subject to this Section 2.06, upon surrender for registration of transfer of any Certificate at the Corporate Trust Office or such other office or agency maintained pursuant to by the Certificate Trustee in accordance with Section 4.086.11, the Owner Trustee, upon the satisfaction Delaware Trustee on behalf of the conditions set forth in Section 4.09(c), Certificate Issuer shall execute, authenticate and deliver (or the Certificate Trustee shall cause its authenticating agent to authenticate and deliver), in the name of the designated transferee or transfereestransferee, one or more new Certificates (of the same Class as the Certificates surrendered for registration of transfer) in authorized denominations of a like Percentage Interest dated aggregate Original Principal Amount; PROVIDED, HOWEVER, that if any such surrendered Certificate shall have become or within 15 days shall be due and payable or shall have been called for redemption, instead of issuing a replacement Certificate, the date of authentication by Certificate Trustee may pay such surrendered Certificate when so due and payable or upon the Owner Trustee or any authenticating agentSpecial Distribution Date without surrender thereof. At the option of a Certificateholder, Certificates may be exchanged for other Certificates (of the same Class as the Certificates surrendered for registration of exchange) of authorized denominations of a like Percentage Interest aggregate Original Principal Amount, upon surrender of the Certificates to be exchanged at the any such office or agency maintained pursuant agency. Whenever any Certificates are so surrendered for exchange, the Delaware Trustee on behalf of the Certificate Issuer shall execute, and the Certificate Trustee shall authenticate and deliver the Certificates that the Certificateholder making the exchange is entitled to Section 4.08receive. Every Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the form of Transferor Certificate set forth as Exhibit D hereto, Trustee and the Certificate Registrar duly executed by the Certificateholder thereof or his its attorney duly authorized in writing. No service charge shall be made to a Certificateholder for any registration of transfer or exchange of Certificates, but the Owner Certificate Trustee or the Certificate Registrar 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 of Certificates. The preceding provisions All Certificates surrendered for registration of this Section 4.04 notwithstanding, transfer or exchange shall be cancelled and subsequently destroyed by the Certificate Registrar shall not register transfers or exchanges of Certificates for a period of fifteen (15) days preceding the Payment Date Trustee in accordance with respect to the Certificates. Notwithstanding anything contained herein to the contrary, neither the Certificate Registrar nor the Owner Trustee shall be responsible for ascertaining whether any transfer complies with the registration provisions or exemptions from the Securities Act of 1933, as amended, the Securities Act of 1934, as amended, applicable state securities law or the Investment Company Act of 1940, as amended; provided, however, that if an Investment Letter is specifically required to be delivered to the Owner Trustee by a purchaser or transferee of a Certificate, the Owner Trustee shall be under a duty to examine the same to determine whether it conforms to the form of Investment Letter set forth as Exhibit C hereto and shall promptly notify the party delivering the same if such Investment Letter does not so conformits customary practices.
Appears in 1 contract
Registration of Transfer and Exchange of Certificates. In the event that all Series are in an Amortization Period, any Certificateholder will be permitted to sell, transfer, assign or convey its Certificate if the following conditions are satisfied:
(a) The Certificate Trust appoints the Owner Trustee to be the “Trust Registrar” and to keep a register (the “Trust Register”) of the Certificateholders and transfers of the Certificates, and, if issued by a Series, of the holder of the Class R Interest and transfers of any such Class R Interest. For any Series, the related Trust Financing Agreement will name the initial holder of the related Class R Interest. If the Trust Registrar resigns, the Administrator, on behalf of the Trust, will promptly appoint a successor or, if it elects not to make the appointment, assume the obligations of Trust Registrar. The Trust Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 4.082.2, a Certificate Trust Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Trust Registrar shall provide for the registration of Certificates and any Class R Interest and of transfers and exchanges of Certificates as herein provided. The Owner Trustee shall be provided and of any Class R Interest as provided in the initial “Certificate RegistrarTrust Financing Agreement for the related Series.”
(b) Upon surrender for registration of transfer of any Certificate in compliance with Section 3.3(f) at the office or agency maintained pursuant to Section 4.082.2, the Owner Trustee, upon the satisfaction of the conditions set forth in Section 4.09(c), Trustee shall execute, authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Certificates of a like Percentage Interest dated the date of authentication by the Owner Trustee or any authenticating agent. At the option of a Certificateholder, Certificates such Certificateholder’s Certificate may be exchanged for other Certificates of a like Percentage Interest upon surrender of the Certificates such Certificate to be exchanged at the office or agency maintained pursuant to Section 4.082.2. The preceding provisions of this Section 3.3 notwithstanding, (i) the Owner Trustee shall not make, and the Trust Registrar shall not register, transfers or exchanges of Certificates for a period of fifteen (15) days preceding the due date for any payment with respect to the Certificates and (ii) the Owner Trustee shall permit the registration, transfer and exchange of (x) the Class A Certificate only in a minimum denomination of a Percentage Interest of 100.00% and (y) the Class B Certificate only to the Depositor and to the holder of the Class A Certificate. Any Class B Certificate transferred to the holder of the Class A Certificate shall be treated as merging into and becoming part of the Class A Certificate. Each Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer and accompanied by IRS Form X-0 XXX, X-0 ECI or W-9, as applicable, and such other documentation as may be required by the Owner Trustee in order to comply with Applicable Anti-Money Laundering Law (as defined below), each in a form satisfactory to the Owner Trustee and the Trust Registrar, duly executed by the Certificateholder or its attorney duly authorized in writing. Each Certificate presented or surrendered for registration of transfer or exchange shall be cancelled and subsequently disposed of by the Trust Registrar in accordance with its customary practice. No transfer will be effectuated hereunder unless the Owner Trustee has received the transfer documentation required hereunder.
(c) Every Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the form of Transferor Certificate set forth as Exhibit D hereto, Owner Trustee and the Trust Registrar duly executed by the Certificateholder or his its attorney duly authorized in writing. No service charge shall be made Each Certificate surrendered for any registration of transfer or exchange shall be cancelled and disposed of Certificates, but by 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 accordance with any transfer or exchange of Certificates. The preceding provisions of this Section 4.04 notwithstanding, the Certificate Registrar shall not register transfers or exchanges of Certificates for a period of fifteen (15) days preceding the Payment Date with respect to the Certificates. Notwithstanding anything contained herein to the contrary, neither the Certificate Registrar nor the Owner Trustee shall be responsible for ascertaining whether any transfer complies with the registration provisions or exemptions from the Securities Act of 1933, as amended, the Securities Act of 1934, as amended, applicable state securities law or the Investment Company Act of 1940, as amended; provided, however, that if an Investment Letter is specifically required to be delivered to the Owner Trustee by a purchaser or transferee of a Certificate, the Owner Trustee shall be under a duty to examine the same to determine whether it conforms to the form of Investment Letter set forth as Exhibit C hereto and shall promptly notify the party delivering the same if such Investment Letter does not so conformits customary practice.
Appears in 1 contract
Samples: Master Collateral Agency and Intercreditor Agreement (Verizon Master Trust)
Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar Trust Administrator shall keep maintain, or cause to be kept, at the office or agency maintained pursuant to Section 4.08maintained, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar Trust Administrator shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The Owner Trustee shall be the initial “Certificate Registrar.” Upon surrender for registration of transfer of any Certificate at the office or agency maintained pursuant to Section 4.08Certificate, the Owner Trustee, upon the satisfaction of the conditions set forth in Section 4.09(c), Trust Administrator shall execute, authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Certificates in like aggregate interest and of a like Percentage Interest dated the date of authentication by the Owner Trustee or any authenticating agent. same Class.
(b) At the option of a Certificateholder, Certificates Certificates, other than the Uncertificated REMIC Interests, may be exchanged for other Certificates of a like Percentage Interest authorized denominations and the same aggregate interest in the Trust Fund and of the same Class, upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant of the Trust Administrator set forth in Section 6.06. Whenever any Certificates are so surrendered for exchange, the Trust Administrator shall execute, authenticate and deliver the Certificates which the Certificateholder making the exchange is entitled to receive. An Uncertificated REMIC Interest maybe transferred by the Holder there of upon written notice to the Trust Administrator, satisfaction of the other conditions set forth in this Section 4.086.02 and the consent of the Depositor. Every Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the form of Transferor Certificate set forth as Exhibit D hereto, Trust Administrator duly executed by the Certificateholder Holder thereof or his attorney duly authorized in writing. .
(c) No service charge to the Certificateholders shall be made for any registration of transfer or exchange of Certificates, 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 of Certificates. The preceding provisions Certificates may be required.
(d) All Certificates surrendered for registration of this Section 4.04 notwithstanding, the Certificate Registrar shall not register transfers or exchanges of Certificates for a period of fifteen (15) days preceding the Payment Date with respect to the Certificates. Notwithstanding anything contained herein to the contrary, neither the Certificate Registrar nor the Owner Trustee transfer and exchange shall be responsible for ascertaining whether any transfer complies 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 provisions statement under the 1933 Act and effective registration or exemptions from the Securities Act of 1933, as amended, the Securities Act of 1934, as amended, qualification under applicable state securities law 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 or any transfer of a Private Certificate from the Depositor or an affiliate of the Depositor to an owner trust or other entity established by the Depositor, 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 shall certify to the Trust Administrator in writing the facts surrounding the transfer in substantially the form set forth in Exhibit M (the “Transferor Certificate”) and such Certificateholder’s prospective transferee shall (i) deliver a letter in substantially the form of either (A) Exhibit N-1 (the “Investment Letter”), provided that all of the Private Certificates of a Class shall be transferred to one investor or the Investment Company Act of 1940Depositor otherwise consents to such transfer, as amended; provided, however, that if an Investment Letter is specifically required to (B) Exhibit N-2 (the “Rule 144A Letter”) or (C) Exhibit N-3 (the “Regulation S Letter”) or (ii) there shall be delivered to the Owner Trustee by a purchaser or transferee 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 and the Depositor consents to such transfer. The Depositor shall provide to any Holder of a CertificatePrivate 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 Private Certificate without registration thereof under the 1933 Act pursuant to the registration exemption provided by Rule 144A. In the event that none of an Investment Letter, a Rule 144A Letter, a Regulation S Letter or an Opinion of Counsel referenced in (ii) above are furnished, such representations shall be deemed to have been made to the Trust Administrator by the transferee’s acceptance of a Private Certificate by any beneficial owner who purchases an interest in such Certificate in book-entry form. 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 Owner Trustee Mortgage Loans and other matters regarding the Trust Fund as the Depositor shall be reasonably request to meet its obligation under the preceding sentence. Each Holder of a duty Private Certificate desiring to examine effect such transfer shall, and does hereby agree to, indemnify the same to determine whether it conforms to Trust Administrator, the form of Investment Letter set forth as Exhibit C hereto Depositor, the Seller, the Master Servicer and shall promptly notify each Servicer against any liability that may result if the party delivering the same if such Investment Letter does transfer is not so conformexempt or is not made in accordance with such federal and state laws.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (CSMC Mortgage-Backed Trust 2007-3)
Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 4.083.08, a register (the "Certificate Register Register") in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The Owner Trustee, is hereby appointed as initial certificate registrar (the "Certificate Registrar"). Upon any resignation of any Certificate Registrar, the Owner Trustee or Depositor shall promptly appoint a successor thereto.
(b) The Certificates may not be acquired by or for the account of a Benefit Plan. Each Certificate Owner, by its acceptance of a Certificate or a beneficial interest therein, shall be deemed to have represented and warranted that such Certificate Owner (i) is not a Benefit Plan and is not a Person acting on behalf of a Benefit Plan or a Person using the initial “assets of a Plan to effect the transfer of such Certificate, and (ii) is not an insurance company purchasing a Certificate Registrarwith funds contained in an "insurance company general account" (as defined in Section V(e) of PTCE 95-60) that includes the assets of a Benefit Plan for purposes of the Plan Asset Regulation. To the extent permitted under applicable law (including ERISA), neither the Owner Trustee nor the Certificate Registrar shall be under any liability to any Person for any registration of Transfer of any Certificate that is in fact not permitted or for taking any other action with respect to such Certificate under the provisions of this Agreement so long as such transfer was registered by the Owner Trustee or the Certificate Registrar in accordance with this Agreement.”
(c) Upon surrender for registration of transfer Transfer of any Certificate at the office or agency of the Certificate Registrar to be maintained pursuant as provided in Section 3.08, and upon compliance with any provisions of this Agreement relating to Section 4.08such Transfer, the Owner Trustee, upon the satisfaction Trustee shall execute on behalf of the conditions set forth in Section 4.09(c), Issuer and the Owner Trustee shall execute, authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver)the Certificateholder making such surrender, in the name of the designated transferee or transferees, one or more new Certificates of a like Percentage Interest dated in any authorized denomination evidencing the date of authentication by same aggregate interest in the Owner Trustee or any authenticating agentIssuer. At the option of a Certificateholder, Certificates may be exchanged for other Certificates of a like Percentage Interest upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 4.08. Every Each Certificate presented or surrendered for registration of transfer Transfer or exchange shall be accompanied by a written instrument of transfer and accompanied by IRS Form W-8ECI or W-9 in form satisfactory to the form of Transferor Owner Trustee and the Certificate set forth as Exhibit D heretoRegistrar, duly executed by the Certificateholder or his attorney duly authorized in writing. Each Certificate presented or surrendered for registration of Transfer or exchange shall be canceled and subsequently disposed of by the Certificate Registrar in accordance with its customary practice. No service charge shall be made for any registration of transfer Transfer or exchange of Certificates, 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 Transfer or exchange of Certificates.
(d) No service charge shall be made for any registration of Transfer or exchange of Certificates, but the Owner Trustee or 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 Certificates.
(e) All Certificates surrendered for registration of Transfer or exchange, if surrendered to the Issuer or any agent of the Owner Trustee or the Issuer under this Agreement, shall be delivered to the Owner Trustee and promptly cancelled by it, or, if surrendered to the Owner Trustee, shall be promptly cancelled by it, and no Certificates shall be issued in lieu thereof except as expressly permitted by any of the provisions of this Agreement. The Owner Trustee shall dispose of cancelled Certificates in accordance with its normal practice.
(f) The preceding provisions of this Section 4.04 notwithstanding, the Owner Trustee shall not make, and the Certificate Registrar shall not register transfers Transfers or exchanges of of, Certificates for a period of fifteen (15) 15 days preceding the Payment Date date that any payment is due with respect to the Certificates. Notwithstanding anything contained herein to the contrary, neither the Certificate Registrar nor the Owner Trustee shall be responsible for ascertaining whether any transfer complies with the registration provisions or exemptions from the Securities Act of 1933, as amended, the Securities Act of 1934, as amended, applicable state securities law or the Investment Company Act of 1940, as amended; provided, however, that if an Investment Letter is specifically required to be delivered to the Owner Trustee by a purchaser or transferee of a Certificate, the Owner Trustee shall be under a duty to examine the same to determine whether it conforms to the form of Investment Letter set forth as Exhibit C hereto and shall promptly notify the party delivering the same if such Investment Letter does not so conform.
Appears in 1 contract
Registration of Transfer and Exchange of Certificates. The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 4.083.8, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar Trustee shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The Owner Trustee [_____] shall be the initial “Certificate Registrar.” . Upon surrender for registration of transfer of any Certificate at the office or agency maintained pursuant to Section 4.083.8, the Owner Trustee, upon the satisfaction of the conditions set forth in Section 4.09(c), Trustee shall execute, authenticate and deliver (or shall cause [_____] as 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 a like Percentage Interest aggregate amount dated the date of authentication by the Owner Trustee or any authenticating agent. At the option of a Certificateholder, Certificates may be exchanged for other Certificates of authorized denominations of a like Percentage Interest aggregate amount upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 4.083.8. Every Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the form of Transferor Trustee and the Certificate set forth as Exhibit D hereto, Registrar duly executed by the Certificateholder or his attorney duly authorized in writing, with such signature guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. Each Certificate surrendered for registration of transfer or exchange shall be canceled and subsequently disposed of by the Trustee in accordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of Certificates, 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 of Certificates. The preceding provisions of this Section 4.04 notwithstanding, the Trustee shall not be required to make and the Certificate Registrar shall need not register transfers or exchanges of Certificates for a period of fifteen (15) 15 days preceding the Payment any Distribution Date with respect to the Certificates. Notwithstanding anything contained herein The Certificates and any beneficial interest in such Certificates may not be acquired by (a) employee benefit plans (as defined in section 3(3) of ERISA) that are subject to the contraryprovisions of Title I of ERISA, neither (b) plans described in section 4975(e)(1) of the Code, including individual retirement accounts described in Section 408(a) of the Code or Xxxxx plans, or (c) entities whose underlying assets include plan assets by reason of a plan's investment in such entities (each, a "Benefit Plan"). By accepting and holding a Certificate or an interest therein, the Certificateholder thereof or Certificate Owner thereof shall be deemed to have represented and warranted that it is not a Benefit Plan, is not purchasing Certificates on behalf of a Benefit Plan and is not using assets of a Plan to purchase any Certificates and to have agreed that if the Certificate Registrar nor the Owner Trustee shall is deemed to be responsible for ascertaining whether any transfer complies with the registration provisions or exemptions from the Securities Act of 1933, as amendeda plan asset, the Securities Act Certificateholder will promptly dispose of 1934, as amended, applicable state securities law or the Investment Company Act of 1940, as amended; provided, however, that if an Investment Letter is specifically required to be delivered to the Owner Trustee by a purchaser or transferee of a Certificate, the Owner Trustee shall be under a duty to examine the same to determine whether it conforms to the form of Investment Letter set forth as Exhibit C hereto and shall promptly notify the party delivering the same if such Investment Letter does not so conform.
Appears in 1 contract
Samples: Trust Agreement (Efg Funding Corp)
Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 4.083.8, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar Owner Trustee shall provide for the registration of Certificates (whether in certificated or uncertificated form) and of transfers and exchanges of Certificates (whether in certificated or uncertificated form) as herein provided. The Owner Trustee shall be the initial “Certificate Registrar.”
(b) The Certificate Registrar shall provide the Indenture Trustee with a list of the names and addresses of the Certificateholders on the Closing Date in the form which such information is provided to the Certificate Registrar by the Depositor. Upon any transfers of Certificates, the Certificate Registrar shall notify the Indenture Trustee of the name and address of the transferee in writing, by facsimile, on the day of such transfer.
(c) If a Certificate is in certificated form, upon surrender for registration of transfer of any Certificate to the Certificate Registrar at the office or agency maintained pursuant to Section 4.083.8, the Owner Trustee, upon the satisfaction of the conditions set forth in Section 4.09(c), Trustee shall execute, authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Certificates of a like the same Series in the aggregate Percentage Interest to be transferred, dated the date of authentication by the Owner Trustee or any authenticating agent. At If a Certificate is in uncertificated form, upon representation of such Certificate in accordance with Section 3.2, the Certificate Registrar shall reflect in the Certificate Register the transfer of the relevant Percentage Interest. If a Certificate is in certificated form, at the option of a Certificateholderthe Holder thereof, Certificates such Certificate may be exchanged for one or more other Certificates of the same Series in authorized denominations of a like Percentage Interest upon surrender of the Certificates of the same Series, to be exchanged at the office or agency maintained pursuant to Section 4.083.8. Certificates may be issued in any Percentage Interest not to exceed 100%.
(d) Every Certificate presented or or, in the case of certificated Certificates, surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the form of Transferor Owner Trustee and the Certificate set forth as Exhibit D hereto, Registrar duly executed by the Certificateholder or his attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Certificate Registrar, which requirements include membership or participation in the Securities Transfer Agent’s Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Certificate Registrar in addition to, or in substitution for, STAMP, all in accordance with the Exchange Act. Each certificated Certificate surrendered for registration of transfer or exchange shall be canceled and subsequently disposed of by the Owner Trustee in accordance with its customary practice.
(e) No service charge shall be made for any registration of transfer or exchange of Certificates, 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 of Certificates. The preceding provisions of this Section 4.04 notwithstanding, the Certificate Registrar shall not register transfers or exchanges of Certificates for a period of fifteen (15) days preceding the Payment Date with respect to the Certificates. Notwithstanding anything contained herein to the contrary, neither the Certificate Registrar nor the Owner Trustee shall be responsible for ascertaining whether any transfer complies with the registration provisions or exemptions from the Securities Act of 1933, as amended, the Securities Act of 1934, as amended, applicable state securities law or the Investment Company Act of 1940, as amended; provided, however, that if an Investment Letter is specifically required to be delivered to the Owner Trustee by a purchaser or transferee of a Certificate, the Owner Trustee shall be under a duty to examine the same to determine whether it conforms to the form of Investment Letter set forth as Exhibit C hereto and shall promptly notify the party delivering the same if such Investment Letter does not so conform.
Appears in 1 contract
Samples: Trust Agreement (Household Automotive Trust 2003-2)
Registration of Transfer and Exchange of Certificates. During the Amortization Period, any Certificateholder will be permitted to sell, transfer, assign or convey its Certificate if the following conditions are satisfied:
(a) The Certificate Issuer appoints the Owner Trustee to be the "Trust Registrar" and to keep a register (the "Trust Register") of the Certificateholders and transfers of the Certificates. If the Trust Registrar resigns, the Administrator, on behalf of the Issuer, will promptly appoint a successor or, if it elects not to make the appointment, assume the obligations of Trust Registrar. The Trust Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to Section 4.083.5, a Certificate Trust Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Trust Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The Owner Trustee shall be the initial “Certificate Registrar.”
(b) Upon surrender for registration of transfer of any Certificate in compliance with Section 3.3(f) at the office or agency maintained pursuant to Section 4.083.5, the Owner Trustee, upon the satisfaction of the conditions set forth in Section 4.09(c), Trustee shall execute, authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Certificates of a like Percentage Interest dated the date of authentication by the Owner Trustee or any authenticating agent. At the option of a Certificateholder, Certificates such Certificateholder's Certificate may be exchanged for other Certificates of a like Percentage Interest upon surrender of the Certificates such Certificate to be exchanged at the office or agency maintained pursuant to Section 4.083.5. The preceding provisions of this Section 3.3 notwithstanding, (i) the Owner Trustee shall not make, and the Trust Registrar shall not register, transfers or exchanges of Certificates for a period of fifteen (15) days preceding the due date for any payment with respect to the Certificates and (ii) the Owner Trustee shall permit the registration, transfer and exchange of (x) the Class A Certificate only in a minimum denomination of a Percentage Interest of 100.00% and (y) the Class B Certificate only to the Depositor and to the holder of the Class A Certificate. Any Class B Certificate transferred to the holder of the Class A Certificate shall be treated as merging into and becoming part of the Class A Certificate.
(c) Every Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the form of Transferor Certificate set forth as Exhibit D hereto, Owner Trustee and the Trust Registrar duly executed by the Certificateholder or his its attorney duly authorized in writing. 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.
(d) 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 C to the effect that:
(i) such transferee is not acquiring and will not hold the Certificate on behalf of any beneficial owner (as determined for U.S. tax purposes), including itself, that is 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 D; and
(3) an opinion of counsel addressed 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 a Non-U.S. Person or 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 3.3(d) or for making any payments due on such Certificate to the Certificateholder thereof or taking any other action with respect to such Certificateholder under the provisions of this Trust Agreement or the Transfer and Servicing Agreement so long as the transfer was registered by the Trust Registrar or the Owner Trustee in accordance with the foregoing requirements.
(e) No service charge shall be made for any registration of transfer or exchange of Certificates, but the Owner Trustee (or the Certificate Paying Agent) or the Trust 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 of Certificates. The preceding .
(f) No transfer of a Certificate or any interest therein shall be made unless (i) the holder of such Certificate shall have first surrendered such Certificate to the Trust Registrar for registration of transfer, or (ii) in the case of any such Certificate which shall have been mutilated, destroyed, lost or stolen, the holder of such Certificate shall have first complied with the applicable provisions of this Section 4.04 notwithstanding, the Certificate Registrar shall not register transfers or exchanges of Certificates for a period of fifteen (15) days preceding the Payment Date with respect to the Certificates. Notwithstanding anything contained herein to the contrary, neither the Certificate Registrar nor the Owner Trustee shall be responsible for ascertaining whether any transfer complies with the registration provisions or exemptions from the Securities Act of 1933, as amended, the Securities Act of 1934, as amended, applicable state securities law or the Investment Company Act of 1940, as amended; provided, however, that if an Investment Letter is specifically required to be delivered to the Owner Trustee by a purchaser or transferee of a Certificate, the Owner Trustee shall be under a duty to examine the same to determine whether it conforms to the form of Investment Letter set forth as Exhibit C hereto and shall promptly notify the party delivering the same if such Investment Letter does not so conform3.4.
Appears in 1 contract
Samples: Trust Agreement (Verizon ABS LLC)
Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar Trust Administrator shall keep maintain, or cause to be kept, at the office or agency maintained pursuant to Section 4.08maintained, a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar Trust Administrator shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The Owner Trustee shall be the initial “Certificate Registrar.” Upon surrender for registration of transfer of any Certificate at the office or agency maintained pursuant to Section 4.08Certificate, the Owner Trustee, upon the satisfaction of the conditions set forth in Section 4.09(c), Trust Administrator shall execute, authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Certificates in like aggregate interest and of a like Percentage Interest dated the date of authentication by the Owner Trustee or any authenticating agent. same Class.
(b) At the option of a Certificateholder, Certificates Certificates, other than the Uncertificated REMIC Interests, may be exchanged for other Certificates of a like Percentage Interest authorized denominations and the same aggregate interest in the Trust Fund and of the same Class, upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant of the Trust Administrator set forth in Section 6.06. Whenever any Certificates are so surrendered for exchange, the Trust Administrator shall execute, authenticate and deliver the Certificates which the Certificateholder making the exchange is entitled to receive. An Uncertificated REMIC Interest maybe transferred by the Holder there of upon written notice to the Trust Administrator, satisfaction of the other conditions set forth in this Section 4.086.02 and the consent of the Depositor. Every Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the form of Transferor Certificate set forth as Exhibit D hereto, Trust Administrator duly executed by the Certificateholder Holder thereof or his attorney duly authorized in writing. .
(c) No service charge to the Certificateholders shall be made for any registration of transfer or exchange of Certificates, 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 of Certificates. The preceding provisions Certificates may be required.
(d) All Certificates surrendered for registration of this Section 4.04 notwithstanding, the Certificate Registrar shall not register transfers or exchanges of Certificates for a period of fifteen (15) days preceding the Payment Date with respect to the Certificates. Notwithstanding anything contained herein to the contrary, neither the Certificate Registrar nor the Owner Trustee transfer and exchange shall be responsible for ascertaining whether any transfer complies 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 provisions statement under the 1933 Act and effective registration or exemptions from the Securities Act of 1933, as amended, the Securities Act of 1934, as amended, qualification under applicable state securities law 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 or any transfer of a Private Certificate from the Depositor or an affiliate of the Depositor to an owner trust or other entity established by the Depositor, 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 shall certify to the Trust Administrator in writing the facts surrounding the transfer in substantially the form set forth in Exhibit M (the “Transferor Certificate”) and such Certificateholder’s prospective transferee shall (i) deliver a letter in substantially the form of either (A) Exhibit N-1 (the “Investment Letter”), provided that all of the Private Certificates of a Class shall be transferred to one investor or the Investment Company Act of 1940Depositor otherwise consents to such transfer, as amended; provided, however, that if an Investment Letter is specifically required to (B) Exhibit N-2 (the “Rule 144A Letter”) or (C) Exhibit N-3 (the “Regulation S Letter”) or (ii) there shall be delivered to the Owner Trustee by a purchaser or transferee 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 and the Depositor consents to such transfer. The Depositor shall provide to any Holder of a CertificatePrivate 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 Private Certificate without registration thereof under the 1933 Act pursuant to the registration exemption provided by Rule 144A. In the event that none of an Investment Letter, a Rule 144A Letter, a Regulation S Letter or an Opinion of Counsel referenced in (ii) above are furnished, such representations shall be deemed to have been made to the Trust Administrator by the transferee’s acceptance of a Private Certificate by any beneficial owner who purchases an interest in such Certificate in book-entry form. 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 Owner Trustee Mortgage Loans and other matters regarding the Trust Fund as the Depositor shall be reasonably request to meet its obligation under the preceding sentence. Each Holder of a duty Private Certificate desiring to examine effect such transfer shall, and does hereby agree to, indemnify the same to determine whether it conforms to Trust Administrator, the form of Investment Letter set forth as Exhibit C hereto Depositor, the Sellers, the Master Servicer and shall promptly notify each Servicer against any liability that may result if the party delivering the same if such Investment Letter does transfer is not so conformexempt or is not made in accordance with such federal and state laws.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (CSMC Mortgage Backed Trust Series 2007-1)
Registration of Transfer and Exchange of Certificates. (1) Xxxxx Fargo Bank, National Association, as Indenture Trustee, agrees to act as initial Certificate Registrar under this Agreement.
(2) The Certificate Registrar shall keep or cause to be kept, at the office or agency maintained pursuant to this Section 4.083.4(a), a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers Transfers and exchanges of Certificates as herein provided. The No Transfer of a Certificate shall be recognized except upon registration of such Transfer in the Certificate Register. Promptly upon the Board’s, or the Owner Trustee’s request therefor, (a) the Certificate Registrar shall provide to the Board and the Owner Trustee a true and complete copy of the Certificate Register, and (b) the Certificate Registrar shall be provide to the initial “Board and the Owner Trustee such information regarding the Certificates and the Certificateholders as is reasonably available to the Certificate Registrar.”
(3) The Certificate Registrar shall provide the Trust Collateral Agent with a list of the names and addresses of the Certificateholders on the Closing Date, to the extent such information has been provided to the Certificate Registrar and in the form provided to the Certificate Registrar on such date. Upon any Transfers of Certificates, the Certificate Xxxxxxxxx shall notify the Trust Collateral Agent of the name and address of the transferee in writing, by facsimile, on the day of such Transfer.
(4) Upon surrender for registration of transfer Transfer of any Certificate at the office or agency of the Certificate Registrar maintained pursuant to Section 4.08in the city of Minneapolis, Minnesota, the Owner Trustee, upon the satisfaction Trustee on behalf of the conditions set forth in Section 4.09(c), Issuer shall execute, authenticate and deliver (or the Certificate Registrar 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 a like Percentage Interest class and aggregate face amount dated the date of authentication by the Owner Trustee or any Certificate Registrar as authenticating agent. At the option of a CertificateholderHolder, Certificates may be exchanged for other Certificates of the same class in authorized denominations of a like Percentage Interest aggregate amount upon surrender of the Certificates to be exchanged at the office or agency of the Certificate Registrar maintained pursuant to Section 4.08. in the city of Minneapolis, Minnesota.
(5) Every Certificate presented or surrendered for registration of transfer Transfer or exchange shall be accompanied by by: (i) a written instrument of transfer Transfer in form satisfactory to the form of Transferor Certificate set forth as Exhibit D hereto, Registrar duly executed by the Certificateholder or his attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Certificate Registrar, which requirements include membership or participation in the Securities Transfer Agent’s Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Certificate Registrar in addition to, or in substitution for, STAMP; and (ii) an Opinion of Counsel that the Transfer or exchange of such Certificate would not cause the Trust to be treated as an association or a publicly traded partnership taxable as a corporation. Each Certificate surrendered for registration of Transfer or exchange shall be canceled and subsequently disposed of by the Certificate Registrar in accordance with its customary practice.
(6) Any Person acquiring any interest in a Certificate will furnish to the Person from whom it is acquiring such interest, the Trust, Certificate Registrar and the Owner Trustee, a properly executed U.S. Internal Revenue Service Form W-9 (and will furnish a new Form W-9, or any successor applicable form, upon the expiration or obsolescence of any previously delivered form) and such other certifications, representations or Opinions of Counsel as may be requested by the Certificate Registrar.
(7) Any Person transferring any interest in a Certificate will furnish to the Person to whom it is transferring such interest, the Trust and the Certificate Registrar, an affidavit described in Section 1446(f)(2) of the Code, in a form reasonably acceptable to the transferee and the Trust, stating, under penalty of perjury, such Person’s United States taxpayer identification number and that such Person is not a foreign person.
(8) No service charge shall be made for any registration of transfer Transfer or exchange of Certificates, 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 Transfer or exchange of Certificates.
(9) The Certificates have not been registered under the Securities Act or any state securities law. Subject to the provisions of Section 3.1 hereof, the Certificate Xxxxxxxxx shall not register the Transfer of any Certificate or unless such resale or Transfer is: (i) pursuant to an effective registration statement under the Securities Act; (ii) to the Seller; or (iii) unless it shall have received a representation letter or such other representations and an Opinion of Counsel satisfactory to the Board or the Administrator to the effect that such resale or Transfer is made (A) in a transaction exempt from the registration requirements of the Securities Act and applicable state securities laws, or (B) to a person who the transferor of the Certificate reasonably believes is a “qualified institutional buyer” (within the meaning of Rule 144A under the Securities Act) that is aware that such resale or other Transfer is being made in reliance upon Rule 144A. Until the earlier of (i) such time as the Certificates shall be registered pursuant to a registration statement filed under the Securities Act and (ii) the date three years from the later of the date of the original authentication and delivery of the Certificates and the date any Certificate was acquired from the Seller or any affiliate of the Seller, the Certificates shall bear a legend substantially to the effect set forth in the preceding two sentences. None of the Seller, the Servicer, the Trust, the Board, the Administrator or the Owner Trustee is obligated to register the Certificates under the Securities Act or to take any other action not otherwise required under this Agreement to permit the Transfer of Certificates without registration.
(10) The preceding provisions of this Section 4.04 notwithstanding3.4 and of this Agreement generally are intended to prevent the Trust from being characterized as a “publicly traded partnership” within the meaning of Section 7704 of the Code, in reliance on Treasury Regulations Section 1.7704-1(e) and (h), and the Certificateholders shall take such intent into account in requesting the Transfer of any Certificate.
(11) No Certificate may be sold, participated, transferred, assigned, exchanged or otherwise pledged or conveyed in whole or in part unless the Person that acquires the Certificate Registrar shall not register transfers represents that:
(i) it is, for U.S. federal income tax purposes, either (a) a citizen or exchanges resident of Certificates for the United States, (b) a period corporation or partnership organized in or under the laws of fifteen (15) days preceding the Payment Date United States or any state thereof or the District of Columbia which, if such entity is a tax-exempt entity, recognizes that payments with respect to the Certificates. Notwithstanding anything contained herein Certificate may constitute unrelated business taxable income, (c) an estate the income of which is includible in gross income for U.S. federal income tax purposes regardless of its source, or (d) either (x) a trust for which a court within the United States is able to exercise primary supervision over its administration and for which one or more persons described in this paragraph are able to control all substantial decisions or (y) a trust for which a valid election has been made to be treated as a United States person;
(ii) it has not acquired and it will not transfer any interest in the contraryCertificate, neither or cause an interest in the Certificate to be marketed, on or through an “established securities market” within the meaning of Section 7704(b)(1) of the Code and any Treasury regulations thereunder, including, without limitation, an over the counter market or an interdealer quotation system that regularly disseminates firm buy or sell quotations;
(iii) (a) it is not and will not become (and, if it is disregarded as an entity separate from its owner within the meaning of Treasury Regulations Section 301.7701-3(a) (a “DRE”), its owner is not and will not become), for so long as it holds an interest in the Certificate, a partnership, Subchapter S corporation or grantor trust for U.S. federal income tax purposes (a “Flow-Thru Entity”); or (b) if it (or, if it is a DRE, its owner) is, or becomes, a Flow-Thru Entity, for so long as it (or, if it is a DRE, its owner) is a Flow-Thru Entity and it holds an interest in the Certificate, not more than 50% of the value of any interests in it (or, if it is a DRE, its owner) will be attributable to interests in the Trust held by it;
(iv) it understands that a subsequent Transfer of the Certificate will be null and void ab initio if such Transfer would cause the number of Targeted Holders to exceed ninety-five; and
(v) it understands that the Opinion of Counsel that the Trust is not a publicly traded partnership taxable as a corporation is dependent in part on the accuracy of the representations in this Section 3.4(k).
(12) Unless (1) the Certificate Registrar nor has received an Opinion of Counsel from Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP or another nationally recognized tax counsel selected by a Certificateholder that the Owner Trustee restriction on the proposed acquisition of a Certificate (or any interest therein) described by this subsection is no longer necessary to conclude that any such acquisition (and subsequent resale of the applicable Notes described below) will not cause the Treasury Regulations under Section 385 of the Code to apply to such Notes in a manner that could cause a material adverse effect on the Trust or the Trust to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes or (2) the Treasury Regulations under Section 385 of the Code are repealed and not replaced with proposed, temporary or final Treasury Regulations that (as evidenced by an Opinion of Counsel from a nationally recognized tax counsel) could affect the classification of the Notes as debt for U.S. federal income tax purposes, (i) a Section 385 Certificateholder cannot acquire a Certificate (or any interest therein) if (A) a member of any “expanded group” (as defined in Treasury Regulation Section 1.385-1(c)(4)) that includes such Section 385 Certificateholder owns any Notes or (B) a Section 385 Controlled Partnership of such expanded group owns any Notes and (ii) a Section 385 Certificateholder cannot hold a Certificate (or any interest therein) if (A) a member of any “expanded group” (as defined in Treasury Regulation Section 1.385-1(c)(4)) that includes such Section 385 Certificateholder acquires any Notes from the Trust, any Affiliate of the Trust or any other subsequent transferor of a Note or (B) a Section 385 Controlled Partnership of such expanded group acquires any Notes from the Trust, any Affiliate of the Trust or any other subsequent transferor of a Note. The preceding sentence shall be responsible for ascertaining whether not apply if the Noteholder or potential Noteholder is a U.S. corporate member of the same U.S. corporate “affiliated group” (as defined in Section 1504 of the Code) filing a consolidated federal income tax return that includes each of any transfer applicable related Section 385 Certificateholders (including in the case of a partnership, the relevant “expanded group partner” (as defined in Treasury Regulation Section 1.385-3(g)(12))). If a Certificateholder (or holder of an interest in a Certificate) fails to comply with the foregoing requirements, the Trust and the Board of Trustees are authorized, at their discretion, to compel such Certificateholder (or holder of an interest in a Certificate) to sell its Certificate (or interest therein) to a Person whose ownership complies with this subsection so long as such sale does not otherwise cause a material adverse effect on the registration provisions Trust or exemptions from cause the Securities Act of 1933, as amended, the Securities Act of 1934, as amended, applicable state securities law or the Investment Company Act of 1940, as amended; provided, however, that if an Investment Letter is specifically required Trust to be delivered to the Owner Trustee by treated as an association or publicly traded partnership taxable as a purchaser or transferee of a Certificate, the Owner Trustee shall be under a duty to examine the same to determine whether it conforms to the form of Investment Letter set forth as Exhibit C hereto and shall promptly notify the party delivering the same if such Investment Letter does not so conformcorporation for U.S. federal income tax purposes.
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Registration of Transfer and Exchange of Certificates. The Certificate Registrar Owner Trustee shall keep or cause to be kept, kept at the office or agency to be maintained pursuant to Section 4.083.8 by a certificate registrar (the "Certificate Registrar"), a register (the "Certificate Register Register") in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The Owner Trustee Chase shall be the initial “Certificate Registrar.” . In the event that, subsequent to the date of issuance of the Certificates, Chase notifies the Owner Trustee that it is unable to act as the Certificate Registrar, the Owner Trustee shall act, or the Owner Trustee shall, with the consent of each Depositor, appoint another bank or trust company, having an office or agency located in The City of New York and which agrees to act in accordance with the provisions of this Agreement applicable to it, to act, as successor Certificate Registrar under this Agreement. The Owner Trustee may revoke such appointment and remove Chase as the Certificate Registrar if the Owner Trustee determines in its sole discretion that Chase failed to perform its obligations under this Agreement in any material respect. Chase shall be permitted to resign as the Certificate Registrar upon 30 days' written notice to the Owner Trustee, each Depositor and the Issuer; provided, however, that such resignation shall not be effective and Chase shall continue to perform its duties as the Certificate Registrar until the Owner Trustee has appointed a successor Certificate Registrar with the consent of each Depositor. An institution succeeding to the corporate agency business of the Certificate Registrar shall continue to be the Certificate Registrar without the execution or filing of any paper or any further act on the part of the Owner Trustee or such Certificate Registrar. The Certificates have not been registered or qualified under the Securities Act, or any state securities laws or "Blue Sky" laws. No transfer, sale, pledge or other disposition of any Certificate shall be made unless such disposition is made pursuant to an effective registration statement under the Securities Act and effective registration or qualification under applicable state securities laws or "Blue Sky" laws, or is made in a transaction which does not require such registration or qualification. In the event that a transfer is to be made in reliance upon an exemption from the Securities Act, the Owner Trustee, in order to assure compliance with the Securities Act, shall not be required to register such transfer unless (a) the Certificateholder desiring to effect such disposition delivers to the Owner Trustee an Opinion of Counsel satisfactory to it that (i) such transfer may be made pursuant to an exemption from the Securities Act and (ii) such transfer will not cause the Issuer to be treated as an association (or publicly traded partnership) taxable as a corporation for U.S. federal income tax purposes, (b) the Rating Agency Condition is satisfied and (c) the related transferee or assignee agrees to take positions for tax purposes consistent with the tax positions agreed to be taken by the Certificateholders hereunder, which Opinions of Counsel shall not be an expense of the Owner Trustee. None of the Depositors or the Owner Trustee are obligated under this Agreement to register the Certificates under the Securities Act or any other securities law or to take any action not otherwise required under this Agreement to permit the transfer of Certificates without such registration or qualification. Any such Certificateholder desiring to effect such transfer shall, and does hereby agree to, promptly reimburse the Owner Trustee, each Depositor for costs and expenses incurred in connection with any liability that results if the transfer is not so exempt or is not made in accordance with such applicable federal and state laws. The Certificates may not be acquired by or for the account of (i) an employee benefit plan (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) which is subject to the provisions of Title I of ERISA, (ii) a plan (as defined in Section 4975(e)(1) of the Code other than a governmental or church plan described in Section 4975(g)(2) or (3) of the Code), or (iii) any entity whose underlying assets include "plan assets" by reason of any such plan's investment in the entity (excluding any investment company that is registered under the Investment Company Act of 1940, as amended) (each, a "Benefit Plan"). By accepting and holding a Certificate, the Holder thereof shall be deemed to have represented and warranted that it is not a Benefit Plan, and that no assets of a Benefit Plan were used to acquire the Certificate. The foregoing restrictions shall not apply to acquisitions or holdings of Certificates with assets of the general account of an insurance company, to the extent that the acquisition or holding, respectively, of such Certificates (i) is and will be permissible under Section 401(c) of ERISA and final regulations thereunder or another exemption under ERISA and (ii) does not and will not result in the contemplated operations of the Trust being treated as non-exempt prohibited transactions. The Certificates may not be acquired by or for the account of an individual or entity that is not a U.S. person as defined in Section 7701(a)(30) of the Code, any transfer of a Certificate to a person that is not a U.S. Person shall be void, and each transferee must represent and warrant, in writing and under penalties of perjury, that it (or, if it is acting as a nominee, the beneficial owner) is a U.S. Person prior to acquiring any Certificates. Upon surrender for registration of transfer of any Certificate at the office or agency maintained pursuant to Section 4.083.8, the Owner Trustee, upon the satisfaction of the conditions set forth in Section 4.09(c), Trustee shall execute, authenticate and (if the Certificate Registrar is different than the Owner Trustee, then the Certificate Registrar shall) deliver (or shall cause Chase as 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 a like Percentage Interest class and aggregate face amount dated the date of authentication by the Owner Trustee or any authenticating agent. At the option of a CertificateholderHolder, Certificates may be exchanged for other Certificates of the same class in authorized denominations of a like Percentage Interest aggregate amount upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 4.083.8. Whenever any Certificate is surrendered for exchange, the Owner Trustee shall execute, authenticate and (if the Certificate Registrar is different than the Owner Trustee, then the Certificate Registrar shall) 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 accompanied by a written instrument of transfer in form satisfactory to the form of Transferor Certificate set forth as Exhibit D hereto, Owner Trustee and the Certifi- cate Registrar duly executed by the Certificateholder Holder, which signature on such assignment must be guaranteed by a member of the New York Stock Exchange or his attorney duly authorized a commercial bank or trust company. Each Certificate surrendered for registration of transfer or exchange shall be canceled and subsequently disposed of by the Owner Trustee or Certificate Registrar in writingaccordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of Certificates, 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 of Certificates. The preceding provisions of this Section 4.04 notwithstanding, the Certificate Registrar shall not register transfers or exchanges of Certificates for a period of fifteen (15) days preceding the Payment Date with respect to the Certificates. Notwithstanding anything contained herein to the contrary, neither the Certificate Registrar nor the Owner Trustee shall be responsible for ascertaining whether any transfer complies with the registration provisions or exemptions from the Securities Act of 1933, as amended, the Securities Act of 1934, as amended, applicable state securities law or the Investment Company Act of 1940, as amended; provided, however, that if an Investment Letter is specifically required to be delivered to the Owner Trustee by a purchaser or transferee of a Certificate, the Owner Trustee shall be under a duty to examine the same to determine whether it conforms to the form of Investment Letter set forth as Exhibit C hereto and shall promptly notify the party delivering the same if such Investment Letter does not so conform.
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Registration of Transfer and Exchange of Certificates. The Certificate Registrar Owner Trustee shall keep or cause to be kept, kept at the office or agency to be maintained pursuant to Section 4.083.8 by a certificate registrar (the "Certificate Registrar"), a register (the "Certificate Register Register") in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The Owner Trustee JPMorgan Chase shall be the initial “Certificate Registrar.” . In the event that, subsequent to the date of issuance of the Certificates, JPMorgan Chase notifies the Owner Trustee that it is unable to act as the Certificate Registrar, the Owner Trustee shall act, or the Owner Trustee shall, with the consent of the Depositor, appoint another bank or trust company, having an office or agency located in The City of New York and which agrees to act in accordance with the provisions of this Agreement applicable to it, to act, as successor Certificate Registrar under this Agreement. The Owner Trustee may revoke such appointment and remove JPMorgan Chase as the Certificate Registrar if the Owner Trustee determines in its sole discretion that JPMorgan Chase failed to perform its obligations under this Agreement in any material respect. JPMorgan Chase shall be permitted to resign as the Certificate Registrar upon 30 days' written notice to the Owner Trustee, the Depositor and the Issuer; provided, however, that such resignation shall not be effective and JPMorgan Chase shall continue to perform its duties as the Certificate Registrar until the Owner Trustee has appointed a successor Certificate Registrar with the consent of the Depositor. An institution succeeding to the corporate agency business of the Certificate Registrar shall continue to be the Certificate Registrar without the execution or filing of any paper or any further act on the part of the Owner Trustee or such Certificate Registrar. Upon surrender for registration of transfer of any Certificate at the office or agency maintained pursuant to Section 4.083.8, the Owner Trustee, upon the satisfaction of the conditions set forth in Section 4.09(c), Trustee shall execute, authenticate and (if the Certificate Registrar is different than the Owner Trustee, then the Certificate Registrar shall) deliver (or shall cause JPMorgan Chase as 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 a like Percentage Interest class and aggregate face amount dated the date of authentication by the Owner Trustee or any authenticating agent. At the option of a CertificateholderHolder, Certificates may be exchanged for other Certificates of the same class in authorized denominations of a like Percentage Interest aggregate amount upon surrender of the Certificates to be exchanged at the office or agency maintained pursuant to Section 4.083.8. Whenever any Certificate is surrendered for exchange, the Owner Trustee shall execute, authenticate and (if the Certificate Registrar is different than the Owner Trustee, then the Certificate Registrar shall) 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 accompanied by a written instrument of transfer in form satisfactory to the form of Transferor Owner Trustee and the Certificate set forth as Exhibit D hereto, Registrar duly executed by the Certificateholder Holder, which signature on such assignment must be guaranteed by a member of the New York Stock Exchange or his attorney duly authorized a commercial bank or trust company. Each Certificate surrendered for registration of transfer or exchange shall be canceled and subsequently disposed of by the Owner Trustee or Certificate Registrar in writingaccordance with its customary practice. No service charge shall be made for any registration of transfer or exchange of Certificates, 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 of Certificates. The preceding provisions of this Section 4.04 notwithstanding, the Certificate Registrar shall not register transfers or exchanges of Certificates for a period of fifteen (15) days preceding the Payment Date with respect to the Certificates. Notwithstanding anything contained herein to the contrary, neither the Certificate Registrar nor the Owner Trustee shall be responsible for ascertaining whether any transfer complies with the registration provisions or exemptions from the Securities Act of 1933, as amended, the Securities Act of 1934, as amended, applicable state securities law or the Investment Company Act of 1940, as amended; provided, however, that if an Investment Letter is specifically required to be delivered to the Owner Trustee by a purchaser or transferee of a Certificate, the Owner Trustee shall be under a duty to examine the same to determine whether it conforms to the form of Investment Letter set forth as Exhibit C hereto and shall promptly notify the party delivering the same if such Investment Letter does not so conform.
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