Acts of Certificateholders Sample Clauses

Acts of Certificateholders. (a) Any direction, consent, waiver or other action provided by this Agreement in respect of the Certificates of any series to be given or taken by Certificateholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Certificateholders in person or by an agent or proxy duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required pursuant to this Agreement, to the Company or any Loan Trustee. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "Act" of the Certificateholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of such Trust Supplement and conclusive in favor of the Trustee, the Company and the related Loan Trustee, if made in the manner provided in this Section. (b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the certificate of any notary public or other officer of any jurisdiction authorized to take acknowledgments of deeds or administer oaths that the Person executing such instrument acknowledged to him the execution thereof, or by an affidavit of a witness to such execution sworn to before any such notary or such other officer and where such execution is by an officer of a corporation or association or a member of a partnership, on behalf of such corporation, association or partnership, such certificate or affidavit shall also constitute sufficient proof of his authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other reasonable manner which the Trustee deems sufficient. (c) In determining whether the Certificateholders of the requisite Fractional Undivided Interests of Certificates of any series Outstanding have given any direction, consent or waiver (a "Direction"), under this Agreement, Certificates owned by the Company, the Guarantor, any related Owner Trustee, any related Owner Participant or any Affiliate of any such Person shall be disregarded and deemed not to be Outstanding for purposes of any such determination. In determining whether the Trustee shall be protected in relying up...

Acts of Certificateholders. Except as otherwise specifically provided herein, whenever Certificateholder action, consent or approval is required under this Agreement, such action, consent or approval shall be deemed to have been taken or given on behalf of, and shall be binding upon, all Certificateholders if the Majority Certificateholders agree to take such action or give such consent or approval.

Acts of Certificateholders. 147 EXHIBITS: Exhibit A-1 Form of Class A-1 Certificates Exhibit A-2 Form of Class A-2 Certificates Exhibit A-3 Form of Class A-3 Certificates Exhibit A-4 Form of Class M-1 Certificates Exhibit A-5 Form of Class M-2 Certificates Exhibit A-6 Form of Class M-3 Certificates Exhibit A-7 Form of Class M-4 Certificates Exhibit A-8 Form of Class M-5 Certificates Exhibit A-9 Form of Class M-6 Certificates Exhibit A-10 Form of Class M-7 Certificates Exhibit A-11 Form of Class M-8 Certificates Exhibit A-12 Form of Class M-9 Certificates Exhibit A-13 Form of Class M-10 Certificates Exhibit A-14 Form of Class B-1 Certificates Exhibit A-15 Form of Class B-2 Certificates Exhibit A-16 Form of Class C Certificates Exhibit A-17 Form of Class P Certificates Exhibit A-18 Form of Class R Certificates Exhibit A-19 Form of Class R-X Certificates Exhibit B [Reserved] Exhibit C Form of Mortgage Loan Purchase Agreement Exhibit D Mortgage Loan Schedule Exhibit E Request for Release Exhibit F-1 Form of Trustee's Initial Certification Exhibit F-2 Form of Trustee's Final Certification Exhibit F-3 Form of Receipt of Mortgage Note Exhibit G Form of Compliance Certificate Exhibit H Form of Lost Note Affidavit Exhibit I Form of Limited Power of Attorney Exhibit J Form of Investment Letter Exhibit K Form of Transfer Affidavit for Residual Certificates Exhibit L Form of Transferor Certificate Exhibit M Form of ERISA Representation Letter Exhibit N-1 Form of Depositor's Certification Exhibit N-2 Form of Trustee's Certification Exhibit N-3 Form of Servicer's Certification Exhibit O Form of Cap Contract Schedule I Prepayment Charge Schedule This Pooling and Servicing Agreement is dated as of November 15, 2004 (the "Agreement"), among FINANCIAL ASSET SECURITIES CORP., as depositor (the "Depositor"), OCWEN FEDERAL BANK FSB, as servicer (the "Servicer") and DEUTSCHE BANK NATIONAL TRUST COMPANY, as trustee (the "Trustee").

Acts of Certificateholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Agreement to be given or taken by the Certificateholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Certificateholders in person or by agent duly appointed in writing; and such action shall become effective when such instrument or instruments are delivered to the Servicer. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "act" of the Certificateholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Agreement and conclusive in favor of the Trustee and the Trust, if made in the manner provided in this Section 7.10. (b) The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by the certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him the execution thereof. Whenever such execution is by a signer acting in a capacity other than his or her individual capacity, such certificate or affidavit shall also constitute sufficient proof of his authority.

Acts of Certificateholders. 115 Section 11.06 Governing Law....................................................................116 Section 11.07 Notices..........................................................................116 Section 11.08 Severability of Provisions.......................................................117 Section 11.09 Successors and Assigns...........................................................117 Section 11.10 Article and Section Headings.....................................................117 Section 11.11 Counterparts.....................................................................117 Section 11.12 Notice to Rating Agencies........................................................117 EXHIBITS Exhibit A-1 - Form of Class A and Class M Certificates Exhibit A-2 - Form of Class B Certificates Exhibit A-3 - Form of Class R Certificates Exhibit B - Mortgage Loan Schedule Exhibit C - [Reserved] Exhibit D - Request for Release of Documents Exhibit E-1 - Form of Transfer Affidavit pursuant to Section 860E(e)(4) Exhibit E-2 - Form of Transferor Certificate Exhibit F-1 - Form of Transferor Representation Letter Exhibit F-2 - Form of Investor Representation Letter Exhibit F-3 - Form of Rule 144A Letter Exhibit G - Form of Custodial Agreement Exhibit H-1 to H-5 - Servicing Agreements Exhibit I-1 to I-5 - Assignment Agreements Exhibit J - Mortgage Loan Purchase Agreement Exhibit K - Form Certification to be Provided by the Master Servicer with Form 10-K POOLING AND SERVICING AGREEMENT ------------------------------- This Pooling and Servicing Agreement is dated as of January 1, 2005 (the "Agreement"), among ▇▇▇▇▇▇▇ ▇▇▇▇▇ MORTGAGE INVESTORS, INC., as depositor (the "Depositor"), ▇▇▇▇▇ FARGO BANK, N.A., as master servicer (in such capacity, the "Master Servicer") and as securities administrator (in such capacity, the "Securities Administrator") and WACHOVIA BANK, NATIONAL ASSOCIATION, as trustee (the "Trustee").

Acts of Certificateholders. 95 Section 12.04 [Reserved]....................................................................... 96 Section 12.05 Amendment........................................................................ 96 Section 12.06 Recordation of Agreement......................................................... 98 Section 12.07

Acts of Certificateholders. (a) Except as otherwise specifically provided herein, whenever Certificateholder action, consent or approval is required under this Agreement, such action, consent or approval shall be deemed to have been taken or given on behalf of, and shall be binding upon, all Certificateholders if the Majority Certificateholders or the Certificate Insurer agrees to take such action or give such consent or approval. (b) The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the Trust Fund, nor entitle such Certificateholder's legal representatives or heir to claim an accounting or to take any action or proceeding in any court for a partition or winding up of the Trust Fund, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. (c) No Certificateholder shall have any right to vote (except as expressly provided for herein) or in any manner otherwise control the operation and management of the Trust Fund, or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Certificates, be construed so as to constitute the Certificateholders from time to time as partners or members of an association; nor shall any Certificateholder be under any liability to any third person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof.

Acts of Certificateholders. (a) Except as otherwise specifically provided herein, whenever Certificateholder action, consent or approval is required under this Agreement, such action, consent or approval shall be deemed to have been taken or given on behalf of, and shall be binding upon, all Certificateholders if the Controlling Party agrees to take such action or give such consent or approval. (b) The death or incapacity of any Certificateholder shall not operate to terminate this Agreement or the Trust Fund, nor entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of the Trust Fund, nor otherwise affect the rights, obligations and liabilities of the parties hereto or any of them. (c) No Certificateholder shall have any right to vote (except as expressly provided for herein) or in any manner otherwise control the operation and management of the Trust Fund, or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the terms of the Certificates, be construed so as to constitute the Certificateholders from time to time as partners or members of an association; nor shall any Certificateholder be under any liability to any third person by reason of any action taken by the parties to this Agreement pursuant to any provision hereof. (d) Prior to the execution of any amendment to this Agreement, the Trustee shall be entitled to receive and rely upon an Opinion of Counsel (which shall be an expense of the Trust) stating that the execution of such amendment is authorized and permitted by this Agreement. The Trustee may, but shall not be obligated to, enter into any such amendment which affects the Trustee's own rights, duties or immunities under this Agreement.

Acts of Certificateholders. (a) Except as otherwise specifically provided herein, whenever Certificateholder approval, authorization, direction, notice, consent, waiver or other action is required hereunder, such approval, authorization, direction, notice, consent, waiver or other action shall be deemed to have been given or taken on behalf of, and shall be binding upon, all Certificateholders if agreed to by Holders of Certificates of the specified Class or Classes evidencing, as to each such Class, Percentage Interests aggregating 51% or more. (b) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Agreement to be given or taken by Certificateholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Certificateholders in person or by agent duly appointed in writing; and except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where required, to the Servicer. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Agreement and (subject to Section 11.01) conclusive in favor of the Trustee, the Servicer and the Seller if made in the manner provided in this Section. (c) The fact and date of the execution by any Certificateholder of any such instrument or writing may be proved in any reasonable manner which the Trustee deems sufficient. (d) The ownership of Certificates shall be proved by the Certificate Register. (e) Any request, demand, authorization, direction, notice, consent, waiver or other act by a Certificateholder shall bind every holder of every Certificate issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, in respect of anything done, or omitted to be done by the Trustee, the Servicer or the Seller in reliance thereon, whether or not notation of such action is made upon such Security. (f) The Trustee may require such additional proof of any matter referred to in this Section as it shall deem necessary.