Common use of Uncertificated VRR Interest Clause in Contracts

Uncertificated VRR Interest. (i) The Depositor hereby directs the Certificate Administrator to register the Uncertificated VRR Interest, upon issuance, in the Certificate Register in the name of GS Bank. No Person shall be permitted to own, directly or indirectly, any interest in the Uncertificated VRR Interest other than (i) GS Bank or one of its Majority Owned Affiliates that is not a Non-Exempt Person or (ii) a Person that provides financing permitted under Regulation RR (a “Permitted Lender”) to GS Bank or such Majority Owned Affiliate; provided, further, that if such financing is provided by the Permitted Lender in a repurchase transaction, GS Bank or such Majority-Owned Affiliate of GS Bank may transfer its interest in the Uncertificated VRR Interest to the Permitted Lender so long as GS Bank or such Majority-Owned Affiliate is obligated to repurchase such interest in the Uncertificated VRR Interest pursuant to the terms of the related financing documents. The Uncertificated VRR Interest Owner, if it wishes to transfer the Uncertificated VRR Interest, shall notify the Certificate Administrator in writing of such transfer and identify the new Uncertificated VRR Interest Owner. The Certificate Administrator shall register the ownership of the Uncertificated VRR Interest on the Certificate Register. Any transfer of the Uncertificated VRR Interest (including to a Majority Owned Affiliate) shall be null and void ab initio to the extent permitted under applicable law unless all of the following is provided to the Certificate Administrator: (i) a written instrument whereby the transferor of the Uncertificated VRR Interest assigns, and the transferee of the Uncertificated VRR Interest assumes, all rights and obligations in connection with the Uncertificated VRR Interest under this Agreement; (ii) the transferor of the Uncertificated VRR Interest has executed and delivered to the Certificate Administrator a certification in the form of Exhibit H-6 hereto, which certification must (x) be countersigned by the applicable Retaining Party (if different than the transferor), the Retaining Sponsor and the Depositor and (y) include a medallion stamp guarantee of such Retaining Party; and (iii) the transferee of the Uncertificated VRR Interest has executed and delivered to the Certificate Administrator a certification in the form of Exhibit H-7 hereto, which certification must (x) be countersigned by the applicable Retaining Party, the Retaining Sponsor and the Depositor, (y) include a medallion stamp guarantee of such Retaining Party and (z) include wiring instructions and contact information for such transferee. Notwithstanding anything else in this Agreement to the contrary, no Person shall have any rights hereunder with respect to the Uncertificated VRR Interest unless (i) such Person is GS Bank, or (ii) in the case of any Majority Owned Affiliate of GS Bank, such Person is identified in writing to the Certificate Administrator as being the Uncertificated VRR Interest Owner, or (iii) in the case of any subsequent transferee, such Person is identified as being the Uncertificated VRR Interest Owner on the ownership registry. The Certificate Administrator, the other parties to this Agreement and the Certificateholders shall be entitled to treat the Uncertificated VRR Interest Owner (in the case of any subsequent Uncertificated VRR Interest Owner, as recorded on such ownership registry) as the owner in fact thereof for all purposes and shall not be bound to recognize any equitable or other claim to or interest in the Uncertificated VRR Interest on the part of any other Person. Any transfer of an interest in the Uncertificated VRR Interest that is not in compliance with this Section 5.3(q)(i) or Section 5.3(n) shall be null and void ab initio to the extent permitted under applicable law. (ii) GS Bank and any subsequent Uncertificated VRR Interest Owner shall be deemed by virtue of its acceptance of the Uncertificated VRR Interest to represent to the Trust and the Certificate Administrator (for the benefit of the borrowers) that it is not a Non-Exempt Person. Contemporaneously with the execution of this Agreement and from time to time as necessary during the term of the Agreement, the Uncertificated VRR Interest Owner shall deliver to the Certificate Administrator evidence satisfactory to the Certificate Administrator substantiating that it is not a Non-Exempt Person and that the Certificate Administrator is not obligated under applicable law to withhold taxes on sums paid to it with respect to the Mortgage Loans or otherwise under this Agreement. Without limiting the effect of the foregoing, (a) if the Uncertificated VRR Interest Owner is created or organized under the laws of the United States, any state thereof or the District of Columbia, it shall satisfy the requirements of the preceding sentence by furnishing to the Certificate Administrator an Internal Revenue Service Form W-9 and (b) if the Uncertificated VRR Interest Owner is not created or organized under the laws of the United States, any state thereof or the District of Columbia, and if the payment of interest or other amounts by the borrowers is treated for United States income tax purposes as derived in whole or part from sources within the United States, the Uncertificated VRR Interest Owner shall satisfy the requirements of the preceding sentence by furnishing to the Certificate Administrator an Internal Revenue Service Form W-8ECI, Form W-8IMY (with appropriate attachments), Form W-8BEN-E or Form W-8BEN, or successor forms, as may be required from time to time, duly executed by the Uncertificated VRR Interest Owner, as evidence of the Uncertificated VRR Interest Owner’s exemption from the xxxxxxxxxxx xx Xxxxxx Xxxxxx tax with respect thereto. The Certificate Administrator shall not be obligated to make any payment hereunder to the Uncertificated VRR Interest Owner in respect of the Uncertificated VRR Interest or otherwise until the Uncertificated VRR Interest Owner shall have furnished to the Certificate Administrator the forms, certificates, statements or documents required by this Section 5.3(q)(ii).

Uncertificated VRR Interest. (i) The Depositor hereby directs the Certificate Administrator to register the Uncertificated VRR Interest, upon issuance, in the Certificate Register in the name of GS BankSGFC. No Person shall be permitted to own, directly or indirectly, any interest in the Uncertificated VRR Interest other than (i) GS Bank SGFC or one of its Majority Owned Affiliates that is not a Non-Exempt Person or (ii) a Person that provides financing permitted under Regulation RR (a “Permitted Lender”) to GS Bank SGFC or such Majority Owned Affiliate; provided, further, that if such financing is provided by the Permitted Lender in a repurchase transaction, GS Bank SGFC or such Majority-Owned Affiliate of GS Bank SGFC may transfer its interest in the Uncertificated VRR Interest to the Permitted Lender so long as GS Bank SGFC or such Majority-Owned Affiliate is obligated to repurchase such interest in the Uncertificated VRR Interest pursuant to the terms of the related financing documents. The Uncertificated VRR Interest Owner, if it wishes to transfer the Uncertificated VRR Interest, shall notify the Certificate Administrator in writing of such transfer and identify the new Uncertificated VRR Interest Owner. The Certificate Administrator shall register the ownership of the Uncertificated VRR Interest on the Certificate Register. Any transfer of the Uncertificated VRR Interest (including to a Majority Owned Affiliate) shall be null and void ab initio to the extent permitted under applicable law unless all of the following is provided to the Certificate Administrator: (i) a written instrument whereby the transferor of the Uncertificated VRR Interest assigns, and the transferee of the Uncertificated VRR Interest assumes, all rights and obligations in connection with the Uncertificated VRR Interest under this Agreement; (ii) the transferor of the Uncertificated VRR Interest has executed and delivered to the Certificate Administrator a certification in the form of Exhibit H-6 hereto, which certification must (x) be countersigned by the applicable Retaining Party (if different than the transferor), the Retaining Sponsor and the Depositor and (y) include a medallion stamp guarantee of such Retaining Party; and (iii) the transferee of the Uncertificated VRR Interest has executed and delivered to the Certificate Administrator a certification in the form of Exhibit H-7 H-5 hereto, which certification must (x) be countersigned by the applicable Retaining Party, the Retaining Sponsor and the Depositor, (y) include a medallion stamp guarantee of such Retaining Party and (z) include wiring instructions and contact information for such transferee. Notwithstanding anything else in this Agreement to the contrary, no Person shall have any rights hereunder with respect to the Uncertificated VRR Interest unless (i) such Person is GS BankSGFC, or (ii) in the case of any Majority Owned Affiliate of GS BankSGFC, such Person is identified in writing to the Certificate Administrator as being the Uncertificated VRR Interest Owner, or (iii) in the case of any subsequent transferee, such Person is identified as being the Uncertificated VRR Interest Owner on the ownership registry. The Certificate Administrator, the other parties to this Agreement and the Certificateholders shall be entitled to treat the Uncertificated VRR Interest Owner (in the case of any subsequent Uncertificated VRR Interest Owner, as recorded on such ownership registry) as the owner in fact thereof for all purposes and shall not be bound to recognize any equitable or other claim to or interest in the Uncertificated VRR Interest on the part of any other Person. Any transfer of an interest in the Uncertificated VRR Interest that is not in compliance with this Section 5.3(q)(i) or Section 5.3(n) shall be null and void ab initio to the extent permitted under applicable law. (ii) GS Bank SGFC and any subsequent Uncertificated VRR Interest Owner shall be deemed by virtue of its acceptance of the Uncertificated VRR Interest to represent to the Trust and the Certificate Administrator (for the benefit of the borrowers) that it is not a Non-Exempt Person. Contemporaneously with the execution of this Agreement and from time to time as necessary during the term of the Agreement, the Uncertificated VRR Interest Owner shall deliver to the Certificate Administrator evidence satisfactory to the Certificate Administrator substantiating that it is not a Non-Exempt Person and that the Certificate Administrator is not obligated under applicable law to withhold taxes on sums paid to it with respect to the Mortgage Loans or otherwise under this Agreement. Without limiting the effect of the foregoing, (a) if the Uncertificated VRR Interest Owner is created or organized under the laws of the United States, any state thereof or the District of Columbia, it shall satisfy the requirements of the preceding sentence by furnishing to the Certificate Administrator an Internal Revenue Service Form W-9 and (b) if the Uncertificated VRR Interest Owner is not created or organized under the laws of the United States, any state thereof or the District of Columbia, and if the payment of interest or other amounts by the borrowers is treated for United States income tax purposes as derived in whole or part from sources within the United States, the Uncertificated VRR Interest Owner shall satisfy the requirements of the preceding sentence by furnishing to the Certificate Administrator an Internal Revenue Service Form W-8ECI, Form W-8IMY (with appropriate attachments), Form W-8BEN-E or Form W-8BEN, or successor forms, as may be required from time to time, duly executed by the Uncertificated VRR Interest Owner, as evidence of the Uncertificated VRR Interest Owner’s exemption from the xxxxxxxxxxx xx Xxxxxx Xxxxxx withholding of United States tax with respect thereto. The Certificate Administrator shall not be obligated to make any payment hereunder to the Uncertificated VRR Interest Owner in respect of the Uncertificated VRR Interest or otherwise until the Uncertificated VRR Interest Owner shall have furnished to the Certificate Administrator the forms, certificates, statements or documents required by this Section 5.3(q)(ii).

Uncertificated VRR Interest. (i) The Depositor hereby directs the Certificate Administrator to register in the Certificate Register (1) the Uncertificated VRR VRR-JP Interest, upon issuance, in the Certificate Register name of JPMCB and (2) the Uncertificated VRR-GS Interest, upon issuance, in the name of GS Bank. No Person shall be permitted to own, directly or indirectly, any interest in the an Uncertificated VRR Interest other than (i) GS Bank the Initial Uncertificated VRR Interest Owner of such Uncertificated VRR Interest or (after the expiration of the Transfer Restriction Period (EU)) one of its Majority Owned Affiliates that is not a Non-Exempt Person or (ii) a Person that provides financing permitted under Regulation RR (a “Permitted Lender”) to GS Bank the applicable Initial Uncertificated VRR Interest Owner or (after the expiration of the Transfer Restriction Period (EU)) such Majority Owned Affiliate; provided, further, that if such financing is provided by the Permitted Lender in a repurchase transaction, GS Bank the applicable Initial Uncertificated VRR Interest Owner or (after the expiration of the Transfer Restriction Period (EU)) such Majority-Owned Affiliate of GS Bank the applicable Initial Uncertificated VRR Interest Owner may transfer its interest in the such Uncertificated VRR Interest Portion to the Permitted Lender so long as GS Bank the applicable Initial Uncertificated VRR Interest Owner or (after the expiration of the Transfer Restriction Period (EU)) such Majority-Owned Affiliate is obligated to repurchase such interest in the such Uncertificated VRR Interest pursuant to the terms of the related financing documents. The An Uncertificated VRR Interest Owner, if it wishes to transfer the its Uncertificated VRR Interest, shall notify the Certificate Administrator in writing of such transfer and identify the new Uncertificated VRR Interest Owner. The Certificate Administrator shall register the ownership of the each Uncertificated VRR Interest on the Certificate Register. Any transfer of the an Uncertificated VRR Interest (including including, after the expiration of the Transfer Restriction Period (EU), to a Majority Owned Affiliate) shall be null and void ab initio to the extent permitted under applicable law unless all of the following is provided to the Certificate Administrator: (i) a written instrument whereby the transferor of the such Uncertificated VRR Interest assigns, and the transferee of the such Uncertificated VRR Interest assumes, all rights and obligations in connection with the such Uncertificated VRR Interest under this Agreement; (ii) the transferor of the such Uncertificated VRR Interest has executed and delivered to the Certificate Administrator a certification in the form of Exhibit H-6 hereto, which certification must (x) be countersigned by the applicable Retaining Party (if different than the transferor), the Retaining Sponsor and the Depositor and (y) include a medallion stamp guarantee of such Retaining Party; and (iii) the transferee of the such Uncertificated VRR Interest has executed and delivered to the Certificate Administrator a certification in the form of Exhibit H-7 H-5 hereto, which certification must (x) be countersigned by the applicable Retaining Party, the Retaining Sponsor and the Depositor, (y) include a medallion stamp guarantee of such Retaining Party and (z) include wiring instructions and contact information for such transferee. Notwithstanding anything else in this Agreement to the contrary, no Person shall have any rights hereunder with respect to the an Uncertificated VRR Interest unless (i) such Person is GS Bankthe applicable Initial Uncertificated VRR Interest Owner, or (ii) (after the expiration of the Transfer Restriction Period (EU)) in the case of any Majority Owned Affiliate of GS Bankan Initial Uncertificated VRR Interest Owner, such Person is identified in writing to the Certificate Administrator as being the applicable Uncertificated VRR Interest Owner, or (iii) in the case of any subsequent transferee, such Person is identified as being the applicable Uncertificated VRR Interest Owner on the ownership registry. The Certificate Administrator, the other parties to this Agreement and the Certificateholders shall be entitled to treat the an Uncertificated VRR Interest Owner (in the case of any subsequent Uncertificated VRR Interest Owner, as recorded on such ownership registry) as the owner in fact thereof of the applicable Uncertificated VRR Interest for all purposes and shall not be bound to recognize any equitable or other claim to or interest in the such Uncertificated VRR Interest on the part of any other Person. Any transfer of an interest in the an Uncertificated VRR Interest that is not in compliance with this Section 5.3(q)(i5.3(o)(i) or Section 5.3(n) shall be null and void ab initio to the extent permitted under applicable law. For the avoidance of doubt, the provisions above permitting an Uncertificated VRR Interest to be owned by the Majority-Owned Affiliate of an Initial Uncertificated VRR Interest Owner shall only apply after the expiration of the Transfer Restriction Period (EU). (ii) Each of JPMBC and GS Bank and any subsequent Uncertificated VRR Interest Owner shall be deemed by virtue of its acceptance of the an Uncertificated VRR Interest to represent to the Trust and the Certificate Administrator (for the benefit of the borrowersborrower) that it is not a Non-Exempt Person. Contemporaneously with the execution of this Agreement and from time to time as necessary during the term of the Agreement, the each Uncertificated VRR Interest Owner shall deliver to the Certificate Administrator evidence satisfactory to the Certificate Administrator substantiating that it is not a Non-Exempt Person and that the Certificate Administrator is not obligated under applicable law to withhold taxes on sums paid to it with respect to the Mortgage Loans Loan or otherwise under this Agreement. Without limiting the effect of the foregoing, (a) if the an Uncertificated VRR Interest Owner is created or organized under the laws of the United States, any state thereof or the District of Columbia, it shall satisfy the requirements of the preceding sentence by furnishing to the Certificate Administrator an Internal Revenue Service Form W-9 and (b) if the an Uncertificated VRR Interest Owner is not created or organized under the laws of the United States, any state thereof or the District of Columbia, and if the payment of interest or other amounts by the borrowers borrower is treated for United States income tax purposes as derived in whole or part from sources within the United States, the such Uncertificated VRR Interest Owner shall satisfy the requirements of the preceding sentence by furnishing to the Certificate Administrator an Internal Revenue Service Form W-8ECI, Form W-8IMY (with appropriate attachments), Form W-8BEN-E or Form W-8BEN, or successor forms, as may be required from time to time, duly executed by the such Uncertificated VRR Interest Owner, as evidence of the such Uncertificated VRR Interest Owner’s exemption from the xxxxxxxxxxx xx Xxxxxx Xxxxxx withholding of United States tax with respect thereto. The Certificate Administrator shall not be obligated to make any payment hereunder to the an Uncertificated VRR Interest Owner in respect of the an Uncertificated VRR Interest or otherwise until the such Uncertificated VRR Interest Owner shall have furnished to the Certificate Administrator the forms, certificates, statements or documents required by this Section 5.3(q)(ii5.3(o)(ii).