Common use of Transfer of Purchased Certificates Clause in Contracts

Transfer of Purchased Certificates. The Purchaser understands that the Purchased Certificates have not been registered under the Act, or any state securities laws and that no transfer may be made unless the Purchased Certificates are registered under the Act and under applicable state law or unless an exemption from registration is available. The Purchaser further understands that neither Washington Mutual nor the Trust is under any obligation to register the Purchased Certificates or make an exemption available. In the event that such a transfer is to be made within two years from the Closing Date without registration under the Act or applicable state securities laws, (i) the Trustee shall require, in order to assure compliance with such laws, that the Certificateholder's prospective transferee each certify to Washington Mutual, the Trustee and the Trust as to the factual basis for the registration or qualification exemption relied upon, and (ii) the Trustee or Washington Mutual may require an Opinion of Counsel that such transfer may be made pursuant to an exemption from the Act and state securities laws, which Opinion of Counsel shall not be an expense of the Trust, the Trustee or Washington Mutual. Any such Certificateholder desiring to effect such transfer shall, and does hereby agree to, indemnify the Trust, the Trustee and Washington Mutual against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws.

Appears in 41 contracts

Samples: Pooling and Servicing Agreement (WaMu Mortgage Pass-Through Certificates, Series 2006-Ar8), Pooling and Servicing Agreement (Washington Mutual Mortgage Pass-Through Certificates, WMALT Series 2006-Ar2), Pooling and Servicing Agreement (WaMu Mortgage Pass-Through Certificates, Series 2006-Ar3)

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Transfer of Purchased Certificates. (a) The Purchaser understands that the Purchased Certificates have not been registered under the Act, or any state securities laws and that no transfer may be made unless the Purchased Certificates are registered under the Act and under applicable state law or unless an exemption from registration is available. The Purchaser further understands that neither Washington Mutual PNC nor the Trust is Funds are under any obligation to register the Purchased Certificates or make an exemption available. In the event that such a transfer is to be made within two years from the Closing Date without registration under the Act or applicable state securities laws, (i) the Trustee shall require, in order to assure compliance with such laws, that the Certificateholder's prospective transferee each certify to Washington Mutual, PNC and the Trustee and the Trust as to the factual basis for the registration or qualification exemption relied upon, and (ii) the Trustee or Washington Mutual PNC may require an Opinion of Counsel that such transfer may be made pursuant to an exemption from the Act and state securities laws, which Opinion of Counsel shall not be an expense of the Trust, the Trustee or Washington MutualPNC. Any such Certificateholder desiring to effect such transfer shall, and does hereby agree to, indemnify the Trust, the Trustee and Washington Mutual PNC against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws.

Appears in 3 contracts

Samples: Pooling and Servicing Agreement (PNC Mortgage Securities Corp Mort Pass THR Cert Ser 1999-9), Pooling and Servicing Agreement (Mortgage Pass Through Certificates Series 2001-1), Pooling and Servicing Agreement (PNC Mortgage Securities Corp)

Transfer of Purchased Certificates. The Purchaser understands that the Purchased Certificates have not been registered under the Act, or any state securities laws and that no transfer may be made unless the Purchased Certificates are registered under the Act and under applicable state law or unless an exemption from registration is available. The Purchaser further understands that neither Washington Mutual PNC nor the Trust is Funds are under any obligation to register the Purchased Certificates or make an exemption available. In the event that such a transfer is to be made within two years from the Closing Date without registration under the Act or applicable state securities laws, (i) the Trustee shall require, in order to assure compliance with such laws, that the Certificateholder's prospective transferee each certify to Washington Mutual, PNC and the Trustee and the Trust as to the factual basis for the registration or qualification exemption relied upon, and (ii) the Trustee or Washington Mutual PNC may require an Opinion of Counsel that such transfer may be made pursuant to an exemption from the Act and state securities laws, which Opinion of Counsel shall not be an expense of the Trust, the Trustee or Washington MutualPNC. Any such Certificateholder desiring to effect such transfer shall, and does hereby agree to, indemnify the Trust, the Trustee and Washington Mutual PNC against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (PNC Mortgage Securities Corp Mort Pass Thro Cert Ser 1999-4), Pooling and Servicing Agreement (PNC Mortgage Securities Corp Mort Pass Thro Cert Ser 1999-5)

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Transfer of Purchased Certificates. (a) The Purchaser understands that the Purchased Certificates have not been registered under the Act, or any state securities laws and that no transfer may be made unless the Purchased Certificates are registered under the Act and under applicable state law or unless an 157 exemption from registration is available. The Purchaser further understands that neither Washington Mutual nor the Trust is Funds are under any obligation to register the Purchased Certificates or make an exemption available. In the event that such a transfer is to be made within two years from the Closing Date without registration under the Act or applicable state securities laws, (i) the Trustee shall require, in order to assure compliance with such laws, that the Certificateholder's prospective transferee each certify to Washington Mutual, Mutual and the Trustee and the Trust as to the factual basis for the registration or qualification exemption relied upon, and (ii) the Trustee or Washington Mutual may require an Opinion of Counsel that such transfer may be made pursuant to an exemption from the Act and state securities laws, which Opinion of Counsel shall not be an expense of the Trust, the Trustee or Washington Mutual. Any such Certificateholder desiring to effect such transfer shall, and does hereby agree to, indemnify the Trust, the Trustee and Washington Mutual against any liability that may result if the transfer is not so exempt or is not made in accordance with such federal and state laws.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (PNC Mortgage Sec Corp Mort Pass THR Cert Ser 2001-2)

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