Residual Certificates. No Residual Certificate (including any beneficial interest therein) may be transferred to a Disqualified Organization. In addition, no Residual Certificate (including any beneficial interest therein) may be transferred unless (i) the proposed transferee provides the Securities Administrator or the Certificate Registrar with (A) a Residual Transferee Agreement, (B) if the proposed transferee is a U.S. Person, a U.S. Person and Affidavit Pursuant to Sections 860D(a)(6)(A) and 860E(e)(4) of the Code, and (C) if the proposed transferee is a Non-U.S. Person, a Non-U.S. Person Affidavit and Affidavit Pursuant to Sections 860D(a)(6)(A) and 860E(e)(4) of the Code, and (ii) the interest transferred involves the entire interest in a Residual Certificate or an undivided interest therein (unless the transferor or the transferee provides the Securities Administrator or the Certificate Registrar with an Opinion of Counsel (which shall not be an expense of the Securities Administrator or the Certificate Registrar, as applicable) that the transfer will not jeopardize the REMIC status of any related REMIC). Furthermore, if a proposed transfer involves a Rule 144A Security, the Securities Administrator or the Certificate Registrar shall require the transferee to certify as to facts that, if true, would mean that the proposed transferee is a Qualified Institutional Buyer; and, if a proposed transfer involves a Private Certificate that is not a Rule 144A Security, (1) the Securities Administrator or the Certificate Registrar shall require that the transferee certify as to the factual basis for the registration exemption(s) relied upon, and (2) if the transfer is made within two years from the acquisition of the Certificate by a non-Affiliate of the Depositor from the Depositor or an Affiliate of the Depositor, the Securities Administrator or the Certificate Registrar also may require an Opinion of Counsel that such transfer may be made without registration or qualification under the Securities Act and applicable state securities laws, which Opinion of Counsel shall not be obtained at the expense of the Securities Administrator or the Certificate Registrar, as applicable. In any event, neither the Securities Administrator nor the Certificate Registrar shall effect any transfer of a Residual Certificate except upon notification of such transfer to the Securities Administrator or the Certificate Registrar, as applicable. Notwithstanding the foregoing, no Opinion of Counsel shall...
Residual Certificates. (a) No Residual Certificate may be owned, pledged or transferred, directly or indirectly, by or to a disqualified organization, as defined in Section 860E(e)(5) of the Code (a "Disqualified Organization"). Any purported transfer of record or beneficial ownership, direct or indirect (whether pursuant to a purchase, a default under a secured lending agreement or otherwise), to a Disqualified Organization of any Residual Certificate, or any beneficial interest therein, will be void and of no effect. In no event will the Certificate Registrar register the transfer of any Residual Certificate unless the Certificate Registrar has received a properly executed United States Internal Revenue Service Form W-9 (or a Form W-8ECI, in the case of a proposed transferee (other than a U.S. Person) subject to United States income taxation on a net basis on income derived from such Residual Certificate) together with an affidavit from the proposed transferee in the form attached hereto as Exhibit C, including the representation that the Certificateholder is not a Plan Investor. The foregoing restrictions that are applicable to the prevention of a transfer of a Residual Certificate to a Disqualified Organization will cease to have any further effect in the event that the Issuer determines, upon the advice of its tax counsel, that such restrictions are not necessary to preclude the imposition of a tax on the Issuer or upon the transferor of a Residual Certificate, or to maintain the qualification of each REMIC created hereunder as a REMIC and, as a result of such determination, this Indenture is amended to declare such restrictions to be of no further effect.
(b) Under the Treasury Regulations, any purported transfer to a U.S. Person of record or beneficial ownership, direct or indirect (whether pursuant to a purchase, a default under a secured lending agreement or otherwise), of a Residual Certificate that is a "noneconomic residual interest" within the meaning of the Treasury Regulations for the purpose of avoiding or impeding the assessment or collection of tax will be disregarded for all United States federal tax purposes. The affidavit required to be supplied by each transferee of a Residual Certificate pursuant to Section 3.11(a) (in the form attached hereto as Exhibit C) also will contain a statement that no purpose of the transfer of the Residual Certificate is to avoid or impede the assessment or collection of tax, that the proposed transferee understands that it may ...
Residual Certificates. Section 5.01. Execution, Authentication, Availability and Dating of the Residual A Residual Certificate bearing the manual or facsimile signature of individuals who were at any time officers of Xxxxxx Xxx shall bind Xxxxxx Mae, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Certificate or did not hold such offices at the date of such Certificate. At any time and from time to time after the execution and delivery of this Trust Agreement, Xxxxxx Xxx may deliver the Residual Certificates executed by Xxxxxx Mae to the Certificate Registrar for authentication and the Certificate Registrar shall authenticate and make available such Certificates as provided in this Trust Agreement and not otherwise. No Residual Certificate shall be entitled to any benefit under this Trust Agreement or be valid for any purpose, unless there appears on such Residual Certificate a certificate of authentication substantially in the form provided for herein, executed by the Certificate Registrar by the manual or facsimile signature of one of its authorized signatories, and such certificate upon any Residual Certificate shall be conclusive evidence, and the only evidence, that such Residual Certificate has been duly authenticated and made available hereunder. Each Residual Certificate shall be dated the date of its authentication.
Residual Certificates. Planned Principal Classes....... None. Planned Principal Components.... None. Principal Only Certificates .... None. Rating Agencies................. S&P and Fitch. Regular Certificates............ All Classes of Certificates other than the Residual Certificates. Residual Certificates........... Class A-R Certificate. Scheduled Principal Classes......................... None.
Residual Certificates. Section 5.01.
Residual Certificates. The Class R-1 Certificates, Class R-2 Certificates and Class R-3 Certificates.
Residual Certificates and any Certificate of a Class that ceases to satisfy the applicable rating requirement under the Underwriter's Exemption. Floating Rate Certificates..................... Class A-2 Certificates. Inverse Floating Rate Certificates................................... Class A-1 Certificates. LIBOR Certificates............................. Floating Rate Certificates and Inverse Floating Rate Certificates. Non-Delay Certificates......................... None. Notional Amount Certificates................................... None. Notional Amount Components..................... None. Offered Certificates........................... All Classes of Certificates.
Residual Certificates. Rating Agencies........................ S&P and Moodx'x. Xegular Certificates................... All Classes of Certificates, other than the Residual Certificates.
Residual Certificates. Group I Certificates.........................
Residual Certificates and any Certificate of a Class that ceases to satisfy the applicable rating requirement under the Underwriter's Exemption.
