Book-Entry Certificates. The Regular Certificates, upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book- Entry Certificates, to be delivered to the Depository by or on behalf of the Depositor. Such Certificates shall initially be registered on the Certificate Register in the name of the Depository or its nominee, and no Certificate Owner of such Certificates will receive a definitive certificate representing such Certificate Owner’s interest in such Certificates, except as provided in Section 6.08. Unless and until definitive, fully registered Certificates (“Definitive Certificates”) have been issued to the Certificate Owners of such Certificates pursuant to Section 6.08: (a) the provisions of this Section shall be in full force and effect; (b) the Depositor and the Securities Administrator may deal with the Depository and the Depository Participants for all purposes (including the making of distributions) as the authorized representative of the respective Certificate Owners of such Certificates; (c) registration of the Book-Entry Certificates may not be transferred by the Securities Administrator except to another Depository; (d) the rights of the respective Certificate Owners of such Certificates shall be exercised only through the Depository and the Depository Participants and shall be limited to those established by law and agreements between the Owners of such Certificates and the Depository and/or the Depository Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.08, the Depository will make book-entry transfers among the Depository Participants and receive and transmit distributions of principal and interest on the related Certificates to such Depository Participants; (e) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants; (f) the Depositor, the Servicer, the Trustee, the Master Servicer and the Securities Administrator may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants; and (g) to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount of any Class of Certificates, such direction or consent may be given by Certificate Owners (acting through the Depository and the Depository Participants) owning Book-Entry Certificates evidencing the requisite percentage of principal amount of such Class of Certificates.
Appears in 21 contracts
Sources: Pooling and Servicing Agreement (Nomura Asset Acceptance Corporation, Alternative Loan Trust, Series 2006-Wf1), Pooling and Servicing Agreement (Nomura Asset Acceptance Corporation, Alternative Loan Trust, Series 2006-Ar2), Pooling and Servicing Agreement (Nomura Home Equity Loan, Inc., Home Equity Loan Trust, Series 2006-Fm2)
Book-Entry Certificates. The Regular Certificates, upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book- Book-Entry Certificates, to be delivered to the Depository by or on behalf of the Depositor. Such The Book-Entry Certificates shall initially be registered on the Certificate Register in the name of the Depository or its nominee, and no Certificate Owner of such Certificates a Book-Entry Certificate will receive a definitive certificate representing such Certificate Owner’s 's interest in such Certificates, except as provided in Section 6.085.08. Unless and until definitive, fully registered Certificates (“"Definitive Certificates”") have been issued to the Certificate Owners of such the Book-Entry Certificates pursuant to Section 6.085.08:
(a) the provisions of this Section shall be in full force and effect;
(b) the Depositor Depositor, the Trustee and the Securities Administrator NIMs Insurer may deal with the Depository and the Depository Participants for all purposes (including the making of distributions) as the authorized representative of the respective Certificate Owners of such the Book-Entry Certificates;
(c) registration of the Book-Entry Certificates may not be transferred by the Securities Administrator Trustee except to another Depository;
(d) the rights of the respective Certificate Owners of such the Book-Entry Certificates shall be exercised only through the Depository and the Depository Participants and shall be limited to those established by law and agreements between the Owners of such the Book-Entry Certificates and the Depository and/or the Depository Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.085.08, the Depository will make book-entry transfers among the Depository Participants and receive and transmit distributions of principal and interest on the related Certificates to such Depository Participants;
(e) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants;
(f) the Depositor, the Servicer, the Trustee, the Master Servicer and the Securities Administrator Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants; and
(g) to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount of any Class of Certificates, such direction or consent may be given by Certificate Owners (acting through the Depository and the Depository Participants) owning Book-Entry Certificates evidencing the requisite percentage of principal amount of such Class of Certificates.
Appears in 17 contracts
Sources: Pooling and Servicing Agreement (Merrill Lynch Mortgage Investors Trust Series 2004-Fm1), Pooling and Servicing Agreement (Merrill Lynch Mortgage Investors Inc), Pooling and Servicing Agreement (Merrill Lynch Mort Inv Inc Mort Ln Ast BCK CTS Ser 2003-Bc1)
Book-Entry Certificates. The Regular Certificates, upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book- Book-Entry Certificates, to be delivered to the Depository by or on behalf of the Depositor. Such The Book-Entry Certificates shall initially be registered on the Certificate Register in the name of the Depository or its nominee, and no Certificate Owner of such Certificates a Book-Entry Certificate will receive a definitive certificate representing such Certificate Owner’s 's interest in such Certificates, except as provided in Section 6.085.08. Unless and until definitive, fully registered Certificates (“"Definitive Certificates”") have been issued to the Certificate Owners of such the Book-Entry Certificates pursuant to Section 6.085.08:
(a) the provisions of this Section shall be in full force and effect;
(b) the Depositor and the Securities Administrator may deal with the Depository and the Depository Participants for all purposes (including the making of distributions) as the authorized representative of the respective Certificate Owners of such the Book-Entry Certificates;
(c) registration of the Book-Entry Certificates may not be transferred by the Securities Administrator except to another Depository;
(d) the rights of the respective Certificate Owners of such the Book-Entry Certificates shall be exercised only through the Depository and the Depository Participants and shall be limited to those established by law and agreements between the Owners of such the Book-Entry Certificates and the Depository and/or the Depository Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.085.08, the Depository will make book-entry transfers among the Depository Participants and receive and transmit distributions of principal and interest on the related Certificates to such Depository Participants;
(e) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants;
(f) the Depositor, the Servicer, the Trustee, the Master Servicer and the Securities Administrator may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants; and
(g) to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount of any Class of Certificates, such direction or consent may be given by Certificate Owners (acting through the Depository and the Depository Participants) owning Book-Entry Certificates evidencing the requisite percentage of principal amount of such Class of Certificates.
Appears in 16 contracts
Sources: Pooling and Servicing Agreement (Merrill Lynch Mortgage Investors Trust, Series 2006-A1), Pooling and Servicing Agreement (Merrill Lynch Investors Trust, Series 2006-A2), Pooling and Servicing Agreement (Merrill Lynch Alternative Note Asset Trust, Series 2007-Oar2)
Book-Entry Certificates. (a) The Regular Certificates (other than the Class R and Class V Certificates, upon original issuance, ) shall initially be issued in the form of as one or more typewritten Certificates representing the Book- Entry Certificates, to be delivered to the Depository by or on behalf of the Depositor. Such Certificates shall initially be registered on the Certificate Register in the name of the Depository or its nominee, and no Certificate Owner of such Certificates will receive a definitive certificate representing such Certificate Owner’s interest in such Certificatesnominee and, except as provided in Section 6.085.02(b) and Section 5.03(c), a Transfer of such Certificates may not be registered by the Certificate Registrar unless such Transfer is to a successor Depository that agrees to hold such Certificates for the respective Certificate Owners with Ownership Interests therein. Unless Such Certificate Owners shall hold and until Transfer their respective Ownership Interests in and to such Certificates through the book-entry facilities of the Depository and, except as provided in Section 5.03(c) below, shall not be entitled to definitive, fully registered Certificates (“Definitive Certificates”) have been issued in respect of such Ownership Interests. The Classes of Non-Registered Certificates initially sold to Qualified Institutional Buyers in reliance on Rule 144A or in reliance on another exemption from the registration requirements of the Securities Act shall, in the case of each such Class, be represented by the Rule 144A Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. The Classes of Non-Registered Certificates initially sold to institutions that are non-United States Securities Persons in Offshore Transactions in reliance on Regulation S shall, in the case of each such Class, be represented by the Regulation S Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. All Transfers by Certificate Owners of such their respective Ownership Interests in the Book-Entry Certificates pursuant to Section 6.08:
(a) the provisions of this Section shall be made in full force and effect;accordance with the procedures established by the Depository Participant or brokerage firm representing each such Certificate Owner. Each Depository Participant shall only transfer the Ownership Interests in the Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository’s normal procedures.
(b) The Certificate Administrator, the Master Servicer, the Special Servicer, the Trustee, the Depositor and the Securities Administrator Certificate Registrar may for all purposes, including the making of payments due on the Book-Entry Certificates, deal with the Depository and the Depository Participants for all purposes (including the making of distributions) as the authorized representative of the respective Certificate Owners with respect to such Certificates for the purposes of such Certificates;
(c) registration exercising the rights of Certificateholders hereunder. Except as expressly provided to the contrary herein, the rights of Certificate Owners with respect to the Book-Entry Certificates may not be transferred by the Securities Administrator except to another Depository;
(d) the rights of the respective Certificate Owners of such Certificates shall be exercised only through the Depository and the Depository Participants and shall be limited to those established by law and agreements between the such Certificate Owners of such Certificates and the Depository and/or the Depository Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.08, the Depository will make book-entry transfers among the Depository Participants and receive brokerage firms representing such Certificate Owners. Multiple requests and transmit distributions directions from, and votes of, the Depository as Holder of principal the Book-Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Certificate Owners. The Certificate Administrator may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and interest on shall give notice to the related Certificates to Depository of such Depository Participants;record date.
(ec) If (i)(A) the Depositor advises the Certificate Administrator, the Trustee and the Certificate Registrar in writing that the Depository may collect is no longer willing or able to properly discharge its usual responsibilities with respect to a Class of the Book-Entry Certificates, and customary fees, charges and expenses from its Depository Participants;
(fB) the DepositorDepositor is unable to locate a qualified successor, or (ii) the Servicer, Depositor at its option advises the Trustee, the Master Servicer Certificate Administrator and the Securities Administrator may rely and shall be fully protected Certificate Registrar in relying upon information furnished by writing that it elects to terminate the book-entry system through the Depository with respect to its Depository Participants; and
(g) a Class of Book-Entry Certificates, the Certificate Registrar shall notify all affected Certificate Owners, through the Depository, of the occurrence of any such event and of the availability of Definitive Certificates to such Certificate Owners requesting the same. Upon surrender to the extent that Certificate Registrar of the provisions Book-Entry Certificates of this Section conflict with any other provisions Class thereof by the Depository, accompanied by registration instructions from the Depository for registration of this Agreementtransfer, the provisions Certificate Registrar shall execute, and the Authenticating Agent shall authenticate and deliver, the Definitive Certificates in respect of this Section such Class to the Certificate Owners identified in such instructions. None of the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee or the Certificate Registrar shall controlbe liable for any delay in delivery of such instructions, and each of them may conclusively rely on, and shall be protected in relying on, such instructions. For Upon the issuance of Definitive Certificates for purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount ownership of any Class of Registered Certificates, the registered holders of such direction Definitive Certificates shall be recognized as Certificateholders hereunder and, accordingly, shall be entitled directly to receive payments on, to exercise Voting Rights with respect to, and to transfer and exchange such Definitive Certificates.
(d) Notwithstanding any other provisions contained herein, neither the Certificate Administrator nor the Certificate Registrar shall have any responsibility whatsoever to monitor or consent may be given by restrict the Transfer of ownership interests in any Certificate Owners (acting including but not limited to any Non-Registered Certificate) which interests are transferable through the Depository and book-entry facilities of the Depository Participants) owning Book-Entry Certificates evidencing the requisite percentage of principal amount of such Class of CertificatesDepository.
Appears in 14 contracts
Sources: Pooling and Servicing Agreement (COMM 2015-Lc19 Mortgage Trust), Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2015-C28), Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2015-C29)
Book-Entry Certificates. The Regular Certificates, upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book- Book-Entry Certificates, to be delivered to the Depository by or on behalf of the Depositor. Such The Class C, Class P and Class R Certificates shall be definitive certificates. The Book-Entry Certificates shall initially be registered on the Certificate Register in the name of the Depository or its nominee, and no Certificate Owner of such Certificates a Book-Entry Certificate will receive a definitive certificate representing such Certificate Owner’s 's interest in such Certificates, except as provided in Section 6.085.08. Unless and until definitive, fully registered Certificates (“"Definitive Certificates”") have been issued to the Certificate Owners of such the Book-Entry Certificates pursuant to Section 6.08:5.08(a):
(a) the provisions of this Section shall be in full force and effect;
(b) the Depositor Depositor, the NIMs Insurer and the Securities Administrator Trustee may deal with the Depository and the Depository Participants for all purposes (including the making of distributions) as the authorized representative of the respective Certificate Owners of such the Book-Entry Certificates;
(c) registration of the Book-Entry Certificates may not be transferred by the Securities Administrator Trustee except to another Depository;
(d) the rights of the respective Certificate Owners of such the Book-Entry Certificates shall be exercised only through the Depository and the Depository Participants and shall be limited to those established by law and agreements between the Owners of such the Book-Entry Certificates and the Depository and/or the Depository Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.085.08, the Depository will make book-entry transfers among the Depository Participants and receive and transmit distributions of principal and interest on the related Certificates to such Depository Participants;
(e) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants;
(f) the Depositor, the Servicer, the Trustee, the Master Servicer and the Securities Administrator Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants; and
(g) to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount of any Class of Certificates, such direction or consent may be given by Certificate Owners (acting through the Depository and the Depository Participants) owning Book-Entry Certificates evidencing the requisite percentage of principal amount of such Class of Certificates. In the event that Definitive Certificates are issued pursuant to Section 5.08(b), clauses (a) through (g) of this Section 5.06 shall continue to be applicable with respect to all remaining Book-Entry Certificates.
Appears in 13 contracts
Sources: Pooling and Servicing Agreement (Merrill Lynch Mortgage Investors Trust Series 2006-Opt1), Pooling and Servicing Agreement (Merrill Lynch Mortgage Investors Trust, Series 2006-He6), Pooling and Servicing Agreement (Mortgage Loan Asset-Backed Certificates, Series 2006-He4)
Book-Entry Certificates. The Regular Certificates, upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book- Book-Entry Certificates, to be delivered to the Depository by or on behalf of the Depositor. Such The Book-Entry Certificates shall initially be registered on the Certificate Register in the name of the Depository or its nominee, and no Certificate Owner of such Certificates a Book-Entry Certificate will receive a definitive certificate representing such Certificate Owner’s 's interest in such Certificates, except as provided in Section 6.085.08. Unless and until definitive, fully registered Certificates (“"Definitive Certificates”") have been issued to the Certificate Owners of such the Book-Entry Certificates pursuant to Section 6.085.08:
(a) the provisions of this Section shall be in full force and effect;
(b) the Depositor Depositor, the Servicer, the Paying Agent, the Trustee and the Securities Administrator NIMs Insurer may deal with the Depository and the Depository Participants for all purposes (including the making of distributions) as the authorized representative of the respective Certificate Owners of such the Book-Entry Certificates;
(c) registration of the Book-Entry Certificates may not be transferred by the Securities Administrator Servicer except to another Depository;
(d) the rights of the respective Certificate Owners of such the Book-Entry Certificates shall be exercised only through the Depository and the Depository Participants and shall be limited to those established by law and agreements between the Owners of such the Book-Entry Certificates and the Depository and/or the Depository Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.085.08, the Depository will make book-entry transfers among the Depository Participants and receive and transmit distributions of principal and interest on the related Certificates to such Depository Participants;
(e) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants;
(f) the Depositor, the Servicer, the Trustee, the Master Servicer Trustee and the Securities Administrator Paying Agent may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants; and
(g) to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount of any Class of Certificates, such direction or consent may be given by Certificate Owners (acting through the Depository and the Depository Participants) owning Book-Entry Certificates evidencing the requisite percentage of principal amount of such Class of Certificates.
Appears in 13 contracts
Sources: Pooling and Servicing Agreement (Chase Funding Trust, Series 2004-2), Pooling and Servicing Agreement (Chase Funding Inc), Pooling and Servicing Agreement (Chase Funding Inc)
Book-Entry Certificates. The Regular Certificates, upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book- Book-Entry Certificates, to be delivered to the Depository by or on behalf of the Depositor. Such Certificates shall initially be registered on the Certificate Register in the name of the Depository or its nominee, and no Certificate Owner of such Certificates will receive a definitive certificate representing such Certificate Owner’s 's interest in such Certificates, except as provided in Section 6.085.08. Unless and until definitive, fully registered Certificates (“"Definitive Certificates”") have been issued to the Certificate Owners of such Certificates pursuant to Section 6.085.08:
(a) the provisions of this Section shall be in full force and effect;
(b) the Depositor Depositor, the Seller, the Master Servicer and the Securities Administrator Trustee may deal with the Depository and the Depository Participants for all purposes (including the making of distributions) as the authorized representative of the respective Certificate Owners of such Certificates;
(c) registration of the Book-Entry Certificates may not be transferred by the Securities Administrator Trustee except to another Depository;
(d) the rights of the respective Certificate Owners of such Certificates shall be exercised only through the Depository and the Depository Participants and shall be limited to those established by law and agreements between the Owners of such Certificates and the Depository and/or the Depository Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.085.08, the Depository will make book-entry transfers among the Depository Participants and receive and transmit distributions of principal and interest on the related Certificates to such Depository Participants;
(e) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants;
(f) the Depositor, the Servicer, the Trustee, the Master Servicer and the Securities Administrator Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants; and
(g) to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount of any Class of Certificates, such direction or consent may be given by Certificate Owners (acting through the Depository and the Depository Participants) owning Book-Entry Certificates evidencing the requisite percentage of principal amount of such Class of Certificates.
Appears in 13 contracts
Sources: Pooling and Servicing Agreement (Cwabs Inc Asset Backed Certificates Series 2002 Bc2), Pooling and Servicing Agreement (Cwabs Inc), Pooling and Servicing Agreement (CWABS Asset Backed Certificates Trust 2004-Bc3)
Book-Entry Certificates. The Regular Book-Entry Certificates, upon original issuance, shall be issued in the form of one typewritten Certificate (or more typewritten Certificates representing than one, if required by the Book- Entry Depository) for each Class of such Certificates, to be delivered to the Depository by or on behalf of the Depositor. Such Certificates shall initially be registered on the Certificate Register in the name of the Depository or its nominee, and no Certificate Owner of such Certificates will receive a definitive certificate representing such Certificate Owner’s 's interest in such Certificates, except as provided in Section 6.085.08. Unless and until definitive, fully registered Certificates (“"Definitive Certificates”") have been issued to the Certificate Owners of such Certificates pursuant to Section 6.085.08:
(a) the provisions of this Section shall be in full force and effect;
(b) the Depositor Depositor, the Sellers, the Master Servicer and the Securities Administrator Trustee may deal with the Depository and the Depository Participants for all purposes (including the making of distributions) as the authorized representative of the respective Certificate Owners of such Certificates;
(c) registration of the Book-Entry Certificates may not be transferred by the Securities Administrator Trustee except to another Depository;
(d) the rights of the respective Certificate Owners of such Certificates shall be exercised only through the Depository and the Depository Participants and shall be limited to those established by law and agreements between the Owners of such Certificates and the Depository and/or the Depository Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.085.08, the Depository will make book-entry transfers among the Depository Participants and receive and transmit distributions of principal and interest on the related Certificates to such Depository Participants;
(e) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants;
(f) the Depositor, the Servicer, the Trustee, the Master Servicer and the Securities Administrator Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants; and
(g) to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount of any Class of Certificates, such direction or consent may be given by Certificate Owners (acting through the Depository and the Depository Participants) owning Book-Entry Certificates evidencing the requisite percentage of principal amount of such Class of Certificates.
Appears in 13 contracts
Sources: Pooling and Servicing Agreement (Cwabs Inc Asset-Backed Certificates Series 2004-5), Pooling and Servicing Agreement (Cwabs Inc Asset Backed Certificates Series 2004-1), Pooling and Servicing Agreement (CWHEQ Home Equity Loan Trust, Series 2006-S4)
Book-Entry Certificates. The Regular Certificates, upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book- Book-Entry Certificates, to be delivered to the Depository by or on behalf of the Depositor. Such The Book-Entry Certificates shall initially be registered on the Certificate Register in the name of the Depository or its nominee, and no Certificate Owner of such Certificates a Book-Entry Certificate will receive a definitive certificate representing such Certificate Owner’s 's interest in such Certificates, except as provided in Section 6.085.08. Unless and until definitive, fully registered Certificates (“"Definitive Certificates”") have been issued to the Certificate Owners of such the Book-Entry Certificates pursuant to Section 6.085.08:
(a) the provisions of this Section shall be in full force and effect;
(b) the Depositor and the Securities Administrator Trustee may deal with the Depository and the Depository Participants for all purposes (including the making of distributions) as the authorized representative of the respective Certificate Owners of such the Book-Entry Certificates;
(c) registration of the Book-Entry Certificates may not be transferred by the Securities Administrator Trustee except to another Depository;
(d) the rights of the respective Certificate Owners of such the Book-Entry Certificates shall be exercised only through the Depository and the Depository Participants and shall be limited to those established by law and agreements between the Owners of such the Book-Entry Certificates and the Depository and/or the Depository Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.085.08, the Depository will make book-entry transfers among the Depository Participants and receive and transmit distributions of principal and interest on the related Certificates to such Depository Participants;
(e) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants;
(f) the Depositor, the Servicer, the Trustee, the Master Servicer and the Securities Administrator Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants; and
(g) to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount of any Class of Certificates, such direction or consent may be given by Certificate Owners (acting through the Depository and the Depository Participants) owning Book-Entry Certificates evidencing the requisite percentage of principal amount of such Class of Certificates.
Appears in 10 contracts
Sources: Pooling and Servicing Agreement (Wachovia Mortgage Loan Trust Series 2006-Amn1), Pooling and Servicing Agreement (Specialty Underwriting & Residential Finance Trust Series 2006-Ab3), Pooling and Servicing Agreement (Specialty Underwriting & Residential Finance Trust Series 2006-Ab3)
Book-Entry Certificates. The Regular CertificatesEach Certificate, upon original issuance, shall be issued in the form of one a typewritten certificate or more typewritten Certificates certificates representing the Book- Book-Entry Certificates, to which shall be delivered to the Depository by or deposited on behalf of the Depositor. Such purchasers of the Certificates shall initially be represented by such Book-Entry Certificate with the Depository or the Certificate Registrar, as custodian for the Depository, and registered on the Certificate Register in the name of the Depository or its nomineea nominee thereof (initially, and no Certificate such nominee to be Cede & Co.). No Owner of such Certificates will shall receive a definitive certificate Definitive Certificate representing such Certificate Owner’s interest in such CertificatesCertificate, except as provided in Section 6.083.11. Unless and until definitive, fully registered Definitive Certificates (“Definitive Certificates”) with respect to such Certificates have been issued to the Certificate such Owners of such Certificates pursuant to Section 6.083.11, with respect to such Certificates:
(a) the provisions of this Section shall be in full force and effect;
(b) the Depositor Certificate Registrar, the Paying Agent and the Securities Administrator may Owner Trustee shall be entitled to deal with the Depository and the Depository Participants for all purposes of this Agreement (including the making payment of distributionsprincipal of and interest on such Certificates and the giving of instructions or directions hereunder) as the authorized representative of sole Certificateholder and shall have no obligation to the respective Certificate Owners of such Certificatesrelated Owners;
(c) registration of the Book-Entry Certificates may not be transferred by the Securities Administrator except to another Depository;
(d) the rights of the respective Certificate Owners of such Certificates shall be exercised only through the Depository and the Depository Participants and shall be limited to those established by law and agreements between the Owners of such Certificates and the Depository and/or the Depository Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.08, the Depository will make book-entry transfers among the Depository Participants and receive and transmit distributions of principal and interest on the related Certificates to such Depository Participants;
(e) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants;
(f) the Depositor, the Servicer, the Trustee, the Master Servicer and the Securities Administrator may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants; and
(g) to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control. For purposes ;
(d) the rights of any provision the Owners shall be exercised only through the Depository and shall be limited to those established by Applicable Law and agreements between such Owners and the Depository and/or the Depository Participants, and unless and until Definitive Certificates are issued pursuant to Section 3.11, the initial Depository shall make book-entry transfers between the Depository Participants and receive and transmit payments of principal of and interest on such Notes to such Depository Participants, pursuant to the Depository Agreement; and
(e) whenever this Agreement requiring requires or permitting permits actions with the consent of, to be taken based upon instructions or at the direction of, directions of Certificateholders evidencing a specified Percentage Interest, the Depository shall be deemed to represent such percentage when it has delivered such instructions to the Owner Trustee and the Certificate Registrar; the Owner Trustee and Certificate Registrar may fully rely on such instructions and it shall be the duty of the aggregate unpaid principal amount of any Class of CertificatesDepository to ensure that it has received written instructions to such effect from Owners and/or Depository Participants owning or representing, respectively, such direction or consent may be given by Certificate Owners (acting through the Depository and the Depository Participants) owning Book-Entry Certificates evidencing the requisite percentage of principal amount of such Class of Certificatesrequired Percentage Interest.
Appears in 9 contracts
Sources: Trust Agreement (California Republic Auto Receivables Trust 2015-2), Trust Agreement (California Republic Funding LLC), Trust Agreement (California Republic Funding LLC)
Book-Entry Certificates. The Regular Certificates, upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book- Book-Entry Certificates, to be delivered to the Depository by or on behalf of the Depositor. Such The Class C, Class P and Class R Certificates shall be definitive certificates. The Book-Entry Certificates shall initially be registered on the Certificate Register in the name of the Depository or its nominee, and no Certificate Owner of such Certificates a Book-Entry Certificate will receive a definitive certificate representing such Certificate Owner’s 's interest in such Certificates, except as provided in Section 6.085.08. Unless and until definitive, fully registered Certificates (“"Definitive Certificates”") have been issued to the Certificate Owners of such the Book-Entry Certificates pursuant to Section 6.085.08:
(a) the provisions of this Section shall be in full force and effect;
(b) the Depositor Depositor, the NIMs Insurer and the Securities Administrator Trustee may deal with the Depository and the Depository Participants for all purposes (including the making of distributions) as the authorized representative of the respective Certificate Owners of such the Book-Entry Certificates;
(c) registration of the Book-Entry Certificates may not be transferred by the Securities Administrator Trustee except to another Depository;
(d) the rights of the respective Certificate Owners of such the Book-Entry Certificates shall be exercised only through the Depository and the Depository Participants and shall be limited to those established by law and agreements between the Owners of such the Book-Entry Certificates and the Depository and/or the Depository Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.085.08, the Depository will make book-entry transfers among the Depository Participants and receive and transmit distributions of principal and interest on the related Certificates to such Depository Participants;
(e) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants;
(f) the Depositor, the Servicer, the Trustee, the Master Servicer and the Securities Administrator Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants; and
(g) to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount of any Class of Certificates, such direction or consent may be given by Certificate Owners (acting through the Depository and the Depository Participants) owning Book-Entry Certificates evidencing the requisite percentage of principal amount of such Class of Certificates. In the event that Definitive Certificates are issued pursuant to Section 5.08, clauses (a) through (g) of this Section 5.06 shall continue to be applicable with respect to all remaining Book-Entry Certificates.
Appears in 9 contracts
Sources: Pooling and Servicing Agreement (First Franklin Mortgage Loan Trust, Series 2007-FFC), Pooling and Servicing Agreement (Merrill Lynch First Franklin Mortgage Loan Trust, Series 2007-4), Pooling and Servicing Agreement (Merrill Lynch First Franklin Mortgage Loan Trust, Series 2007-3)
Book-Entry Certificates. The Regular Certificates (other than the Class CE Certificates and Class P Certificates), upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book- Book-Entry Certificates, to be delivered to the Depository by or on behalf of the Depositor. Such Certificates shall initially be registered on the Certificate Register in the name of the Depository or its nominee, and no Certificate Owner of such Certificates will receive a definitive certificate representing such Certificate Owner’s interest in such Certificates, except as provided in Section 6.08. Unless and until definitive, fully registered Certificates (“Definitive Certificates”) have been issued to the Certificate Owners of such Certificates pursuant to Section 6.08:
(a) the provisions of this Section shall be in full force and effect;
(b) the Depositor and the Securities Administrator Trustee may deal with the Depository and the Depository Participants for all purposes (including the making of distributions) as the authorized representative of the respective Certificate Owners of such Certificates;
(c) registration of the Book-Entry Certificates may not be transferred by the Securities Administrator Trustee except to another Depository;
(d) the rights of the respective Certificate Owners of such Certificates shall be exercised only through the Depository and the Depository Participants and shall be limited to those established by law and agreements between the Owners of such Certificates and the Depository and/or the Depository Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.08, the Depository will make book-entry transfers among the Depository Participants and receive and transmit distributions of principal and interest on the related Certificates to such Depository Participants;
(e) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants;
(f) the Depositor, the Servicer, the Trustee, the Master Servicer and the Securities Administrator Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants; and
(g) to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount of any Class of Certificates, such direction or consent may be given by Certificate Owners (acting through the Depository and the Depository Participants) owning Book-Entry Certificates evidencing the requisite percentage of principal amount of such Class of Certificates. The Private Certificates shall initially be held in fully registered certificated form. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Depositor (with the assistance of the Trustee) will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. If at anytime there are to be Global Certificates, the Global Certificates shall be delivered to the Depository by the Depositor or deposited with the Trustee as custodian for the Depository. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global 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 it represents or of brokerage firms for which it acts as agent in accordance with the Depository’s normal procedures.
Appears in 9 contracts
Sources: Pooling and Servicing Agreement (Bear Stearns Asset Backed Securities I Trust 2007-He3), Pooling and Servicing Agreement (Bear Stearns Asset Backed Securities I Trust 2007-He5), Pooling and Servicing Agreement (Bear Stearns Asset Backed Securities I Trust 2007-He4)
Book-Entry Certificates. The Regular Certificates, upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book- Entry Certificates, to be delivered to the Depository by or on behalf of the Depositor. Such Certificates shall initially be registered on the Certificate Register in the name of the Depository or its nominee, and no Certificate Owner of such Certificates will receive a definitive certificate representing such Certificate Owner’s 's interest in such Certificates, except as provided in Section 6.08. Unless and until definitive, fully registered Certificates (“"Definitive Certificates”") have been issued to the Certificate Owners of such Certificates pursuant to Section 6.08:
(a) the provisions of this Section shall be in full force and effect;
(b) the Depositor and the Securities Administrator Trustee may deal with the Depository and the Depository Participants for all purposes (including the making of distributions) as the authorized representative of the respective Certificate Owners of such Certificates;
(c) registration of the Book-Entry Certificates may not be transferred by the Securities Administrator Trustee except to another Depository;
(d) the rights of the respective Certificate Owners of such Certificates shall be exercised only through the Depository and the Depository Participants and shall be limited to those established by law and agreements between the Owners of such Certificates and the Depository and/or the Depository Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.08, the Depository will make book-entry transfers among the Depository Participants and receive and transmit distributions of principal and interest on the related Certificates to such Depository Participants;
(e) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants;
(f) the Depositor, the Servicer, the Trustee, the Master Servicer and the Securities Administrator Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants; and
(g) to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount of any Class of Certificates, such direction or consent may be given by Certificate Owners (acting through the Depository and the Depository Participants) owning Book-Entry Certificates evidencing the requisite percentage of principal amount of such Class of Certificates.
Appears in 8 contracts
Sources: Pooling and Servicing Agreement (Mortgage Pass-Through Certificates Series 2004-Ap1), Pooling and Servicing Agreement (Nomura Asset Acceptance Corp), Pooling and Servicing Agreement (Nomura Asset Acc Corp ALT LN TR Ser 2004-Ap2)
Book-Entry Certificates. The Regular Certificates, upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book- Book-Entry Certificates, to be delivered to the Depository by or on behalf of the Depositor. Such The Class C, Class P and Class R Certificates shall be definitive certificates. The Book-Entry Certificates shall initially be registered on the Certificate Register in the name of the Depository or its nominee, and no Certificate Owner of such Certificates a Book-Entry Certificate will receive a definitive certificate representing such Certificate Owner’s 's interest in such Certificates, except as provided in Section 6.085.08. Unless and until definitive, fully registered Certificates (“"Definitive Certificates”") have been issued to the Certificate Owners of such the Book-Entry Certificates pursuant to Section 6.08:5.08(a):
(a) the provisions of this Section shall be in full force and effect;
(b) the Depositor and the Securities Administrator Trustee may deal with the Depository and the Depository Participants for all purposes (including the making of distributions) as the authorized representative of the respective Certificate Owners of such the Book-Entry Certificates;
(c) registration of the Book-Entry Certificates may not be transferred by the Securities Administrator Trustee except to another Depository;
(d) the rights of the respective Certificate Owners of such the Book-Entry Certificates shall be exercised only through the Depository and the Depository Participants and shall be limited to those established by law and agreements between the Owners of such the Book-Entry Certificates and the Depository and/or the Depository Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.085.08, the Depository will make book-entry transfers among the Depository Participants and receive and transmit distributions of principal and interest on the related Certificates to such Depository Participants;
(e) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants;
(f) the Depositor, the Servicer, the Trustee, the Master Servicer and the Securities Administrator Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants; and
(g) to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount of any Class of Certificates, such direction or consent may be given by Certificate Owners (acting through the Depository and the Depository Participants) owning Book-Entry Certificates evidencing the requisite percentage of principal amount of such Class of Certificates. In the event that Definitive Certificates are issued pursuant to Section 5.08(b), clauses (a) through (g) of this Section 5.06 shall continue to be applicable with respect to all remaining Book-Entry Certificates.
Appears in 7 contracts
Sources: Pooling and Servicing Agreement (Mortgage Loan Asset-Backed Certificates, Series 2005-NCB), Pooling and Servicing Agreement (Merrill Lynch Mortgage Investors Trust Series 2006-Rm4), Pooling and Servicing Agreement (Merrill Lynch Mortgage Investors Inc)
Book-Entry Certificates. The Regular Certificates, upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book- Entry Certificates, to be delivered to the Depository by or on behalf of the Depositor. Such Certificates shall initially be registered on the Certificate Register in the name of the Depository or its nominee, and no Certificate Owner of such Certificates will receive a definitive certificate representing such Certificate Owner’s 's interest in such Certificates, except as provided in Section 6.085.08. Unless and until definitive, fully registered Certificates (“"Definitive Certificates”") have been issued to the Certificate Owners of such Certificates pursuant to Section 6.085.08:
(a) the provisions of this Section shall be in full force and effect;
(b) the Depositor Depositor, the Subservicer, the Trustee and the Securities Administrator Master Servicer may deal with the Depository and the Depository Participants for all purposes (including the making of distributions) as the authorized representative of the respective Certificate Owners of such Certificates;
(c) registration of the Book-Entry Certificates may not be transferred by the Securities Administrator Master Servicer except to another Depository;
(d) the rights of the respective Certificate Owners of such Certificates shall be exercised only through the Depository and the Depository Participants and shall be limited to those established by law and agreements between the Owners of such Certificates and the Depository and/or the Depository Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.085.08, the Depository will make book-entry transfers among the Depository Participants and receive and transmit distributions of principal and interest on the related Certificates to such Depository Participants;
(e) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants;
(f) the Depositor, the Servicer, the Trustee, the Master Servicer and the Securities Administrator may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants; and
(g) to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount of any Class of Certificates, such direction or consent may be given by Certificate Owners (acting through the Depository and the Depository Participants) owning Book-Entry Certificates evidencing the requisite percentage of principal amount of such Class of Certificates.
Appears in 7 contracts
Sources: Pooling and Servicing Agreement (Chase Funding Inc), Pooling and Servicing Agreement (Chase Funding Inc), Pooling and Servicing Agreement (Chase Mortgage Finance Corp)
Book-Entry Certificates. The Regular Certificates, upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book- Entry Certificates, to be delivered to the Depository by or on behalf of the Depositor. Such Certificates shall initially be registered on the Certificate Register in the name of the Depository or its nominee, and no Certificate Owner of such Certificates will receive a definitive certificate representing such Certificate Owner’s 's interest in such Certificates, except as provided in Section 6.087.08. Unless and until definitive, fully registered Certificates (“"Definitive Certificates”") have been issued to the Certificate Owners of such Certificates pursuant to Section 6.087.08:
(a) the provisions of this Section shall be in full force and effect;
(b) the Depositor and Depositor, the Securities Administrator and the Trustee may deal with the Depository and the Depository Participants for all purposes (including the making of distributions) as the authorized representative of the respective Certificate Owners of such Certificates;
(c) registration of the Book-Entry Certificates may not be transferred by the Securities Administrator Trustee except to another Depository;
(d) the rights of the respective Certificate Owners of such Certificates shall be exercised only through the Depository and the Depository Participants and shall be limited to those established by law and agreements between the Owners of such Certificates and the Depository and/or the Depository Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.087.08, the Depository will make book-entry transfers among the Depository Participants and receive and transmit distributions of principal and interest on the related Certificates to such Depository Participants;
(e) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants;
(f) the Depositor, the Servicer, the Trustee, the Master Servicer and the Securities Administrator Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants; and
(g) to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount of any Class of Certificates, such direction or consent may be given by Certificate Owners (acting through the Depository and the Depository Participants) owning Book-Entry Certificates evidencing the requisite percentage of principal amount of such Class of Certificates.
Appears in 7 contracts
Sources: Pooling and Servicing Agreement (Bear Stearns Asset Backed Securities I LLC), Pooling and Servicing Agreement (Asset-Backed Certificates Series 2003-Ac5), Pooling and Servicing Agreement (Bear Stearns Asset Backed Sec Inc Certs Ser 2003-Ac3)
Book-Entry Certificates. The Regular Certificates, upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book- Book-Entry Certificates, to be delivered to the Depository by or on behalf of the Depositor. Such Certificates shall initially be registered on the Certificate Register in the name of the Depository or its nominee, and no Certificate Owner of such Certificates will receive a definitive certificate representing such Certificate Owner’s 's interest in such Certificates, except as provided in Section 6.085.08. Unless and until definitive, fully registered Certificates (“"Definitive Certificates”") have been issued to the Certificate Owners of such Certificates pursuant to Section 6.085.08:
(a) the provisions of this Section shall be in full force and effect;
(b) the Depositor Depositor, the Master Servicer and the Securities Administrator Trustee may deal with the Depository and the Depository Participants for all purposes (including the making of distributions) as the authorized representative of the respective Certificate Owners of such Certificates;
(c) registration of the Book-Entry Certificates may not be transferred by the Securities Administrator Trustee except to another Depository;
(d) the rights of the respective Certificate Owners of such Certificates shall be exercised only through the Depository and the Depository Participants and shall be limited to those established by law and agreements between the Owners of such Certificates and the Depository and/or the Depository Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.085.08, the Depository will make book-entry transfers among the Depository Participants and receive and transmit distributions of principal and interest on the related Certificates to such Depository Participants;
(e) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants;
(f) the Depositor, the Servicer, the Trustee, the Master Servicer and the Securities Administrator Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants; and
(g) to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount of any Class of Certificates, such direction or consent may be given by Certificate Owners (acting through the Depository and the Depository Participants) owning Book-Entry Certificates evidencing the requisite percentage of principal amount of such Class of Certificates.
Appears in 7 contracts
Sources: Pooling and Servicing Agreement (Cwabs Inc Asset Backed Certificates Series 2001-Bc3), Pooling and Servicing Agreement (Cwabs Inc), Pooling and Servicing Agreement (Cwabs Inc Asset Back Certificates Series 2001-3)
Book-Entry Certificates. (a) The Regular CertificatesRegistered Certificates and the Class F Certificates shall, upon original issuancein the case of each Class thereof, shall initially be issued in the form of as one or more typewritten Certificates representing the Book- Entry Certificates, to be delivered to the Depository by or on behalf of the Depositor. Such Certificates shall initially be registered on the Certificate Register in the name of the Depository or its nominee, and no Certificate Owner of such Certificates will receive a definitive certificate representing such Certificate Owner’s interest in such Certificatesnominee and, except as provided in Section 6.08subsection (c) below, transfer of such Certificates may not be registered by the Certificate Registrar unless such transfer is to a successor Depository that agrees to hold such Certificates for the respective Certificate Owners with Ownership Interests therein. Unless Such Certificate Owners shall hold and until definitivetransfer their respective Ownership Interests in and to such Certificates through the book-entry facilities of the Depository and, except as provided in subsection (c) below, shall not be entitled to fully registered registered, physical Certificates (“"Definitive Certificates”") have been issued to the in respect of such Ownership Interests. All transfers by Certificate Owners of such their respective Ownership Interests in the Book-Entry Certificates pursuant to Section 6.08:
(a) the provisions of this Section shall be made in full force and effect;accordance with the procedures established by the Depository Participant or brokerage firm representing each such Certificate Owner. Each Depository Participant shall only transfer the Ownership Interests in the Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures. Neither the Certificate Registrar nor the Trustee shall have any responsibility to monitor or restrict the transfer of Ownership Interests in Certificates through the book-entry facilities of the Depository.
(b) The Depositor, the Depositor Mortgage Loan Seller, the Trustee, the Master Servicer, the Special Servicer, the REMIC Administrator and the Securities Administrator Certificate Registrar may for all purposes, including the making of payments due on the Book-Entry Certificates, deal with the Depository and the Depository Participants for all purposes (including the making of distributions) as the authorized representative of the respective Certificate Owners with respect to such Certificates for the purposes of such Certificates;
(c) registration exercising the rights of Certificateholders hereunder. The rights of Certificate Owners with respect to the Book-Entry Certificates may not be transferred by the Securities Administrator except to another Depository;
(d) the rights of the respective Certificate Owners of such Certificates shall be exercised only through the Depository and the Depository Participants and shall be limited to those established by law and agreements between the such Certificate Owners of such Certificates and the Depository and/or the Depository Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.08, the Depository will make book-entry transfers among the Depository Participants and receive brokerage firms representing such Certificate Owners. Multiple requests and transmit distributions directions from, and votes of, the Depository as Holder of principal the Book-Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Certificate Owners. The Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and interest shall give notice to the Depository of such record date. If any party hereto requests from the Depository a list of the Depository Participants in respect of any Class or Classes of the Book-Entry Certificates, the cost thereof shall be borne by the party on whose behalf such request is made (but in no event shall any such cost be borne by the related Trustee).
(c) If (i)(A) the Depositor advises the Trustee and the Certificate Registrar in writing that the Depository is no longer willing or able to properly discharge its responsibilities with respect to any Class of the Book-Entry Certificates, and (B) the Depositor is unable to locate a qualified successor, or (ii) the Depositor at its option advises the Trustee and the Certificate Registrar in writing that it elects to terminate the book-entry system through the Depository with respect to any Class of the Book-Entry Certificates, the Certificate Registrar shall notify all affected Certificate Owners, through the Depository, of the occurrence of any such event and of the availability of Definitive Certificates to such Depository Participants;
(e) Certificate Owners requesting the Depository may collect its usual same. Upon surrender to the Certificate Registrar of any Class of the Book-Entry Certificates by the Depository, accompanied by registration instructions for registration of transfer, the Trustee shall execute, and customary feesthe Certificate Registrar shall authenticate and deliver, charges and expenses from its Depository Participants;
(f) the appropriate Definitive Certificates to the Certificate Owners identified in such instructions. None of the Depositor, the Mortgage Loan Seller, the Master Servicer, the Special Servicer, the Trustee, the Master Servicer REMIC Administrator or the Certificate Registrar shall be liable for any delay in delivery of such instructions and the Securities Administrator may conclusively rely on, and shall be fully protected in relying upon information furnished by on, such instructions. Upon the Depository with respect to its Depository Participants; and
(g) to the extent that the provisions issuance of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control. For Definitive Certificates for purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount ownership of any Class of Registered Certificates, such direction or consent may be given by Certificate Owners (acting through the Depository and the Depository Participants) owning Book-Entry Certificates evidencing the requisite percentage of principal amount registered holders of such Class of Definitive Certificates shall be recognized as Certificateholders hereunder and, accordingly, shall be entitled directly to receive payments on, to exercise Voting Rights with respect to, and to transfer and exchange such Definitive Certificates.
Appears in 7 contracts
Sources: Pooling and Servicing Agreement (Nationslink Funding Corp), Pooling and Servicing Agreement (Nationslink Funding Corp), Pooling and Servicing Agreement (Banc of America Commercial Mortgage Inc)
Book-Entry Certificates. The Regular Certificates, upon original issuance, shall be issued in the form (a) Each Class of one or more typewritten Certificates representing the Book- Entry Certificates, to be delivered to the Depository by or on behalf of the Depositor. Such Registered Certificates shall initially be issued as one or more Certificates registered on the Certificate Register in the name of the Depository or its nominee, and no Certificate Owner of such Certificates will receive a definitive certificate representing such Certificate Owner’s interest in such Certificatesnominee and, except as provided in Section 6.085.03(c) below, transfer of such Certificates may not be registered by the Certificate Registrar unless such transfer is to a successor Depository that agrees to hold such Certificates for the respective Certificate Owners with Ownership Interests therein. Unless Such Certificate Owners shall hold and until transfer their respective Ownership Interests in and to such Certificates through the book-entry facilities of the Depository and, except as provided in Section 5.03(c) below, shall not be entitled to definitive, fully registered Certificates (“"Definitive Certificates”") have been issued to the in respect of such Ownership Interests. All transfers by Certificate Owners of such their respective Ownership Interests in the Book-Entry Certificates pursuant to Section 6.08:
(a) the provisions of this Section shall be made in full force and effect;accordance with the procedures established by the Depository Participant or brokerage firm representing each such Certificate Owner. Each Depository Participant shall only transfer the Ownership Interests in the Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures.
(b) The Trustee, the Master Servicer, the Special Servicer, the Depositor and the Securities Administrator Certificate Registrar may for all purposes, including the making of payments due on the Book-Entry Certificates, deal with the Depository and the Depository Participants for all purposes (including the making of distributions) as the authorized representative of the respective Certificate Owners with respect to such Certificates for the purposes of such Certificates;
(c) registration exercising the rights of Certificateholders hereunder. The rights of Certificate Owners with respect to the Book-Entry Certificates may not be transferred by the Securities Administrator except to another Depository;
(d) the rights of the respective Certificate Owners of such Certificates shall be exercised only through the Depository and the Depository Participants and shall be limited to those established by law and agreements between the such Certificate Owners of such Certificates and the Depository and/or the Depository Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.08, the Depository will make book-entry transfers among the Depository Participants and receive brokerage firms representing such Certificate Owners. Multiple requests and transmit distributions directions from, and votes of, the Depository as Holder of principal the Book-Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Certificate Owners. The Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and interest on shall give notice to the related Certificates to Depository of such Depository Participants;record date.
(ec) If (i)(A) the Depositor advises the Trustee and the Certificate Registrar in writing that the Depository may collect is no longer willing or able to properly discharge its usual responsibilities with respect to a Class of the Book-Entry Certificates, and customary fees, charges and expenses from its Depository Participants;
(fB) the DepositorDepositor is unable to locate a qualified successor, or (ii) the Servicer, Depositor at its option advises the Trustee, the Master Servicer Trustee and the Securities Administrator may rely and shall be fully protected Certificate Registrar in relying upon information furnished by writing that it elects to terminate the book-entry system through the Depository with respect to its Depository Participants; and
(g) a Class of Book-Entry Certificates, the Certificate Registrar shall notify all affected Certificate Owners, through the Depository, of the occurrence of any such event and of the availability of Definitive Certificates to such Certificate Owners requesting the same. Upon surrender to the extent that Certificate Registrar of the provisions Book-Entry Certificates of this Section conflict with any other provisions Class thereof by the Depository, accompanied by registration instructions from the Depository for registration of this Agreementtransfer, the provisions Certificate Registrar shall execute, at the Depositor's expense, and the Authenticating Agent shall authenticate and deliver, the Definitive Certificates in respect of this Section such Class to the Certificate Owners identified in such instructions. The Depositor shall controlprovide the Certificate Registrar with an adequate inventory of Definitive Certificates. For None of the Depositor, the Master Servicer, the Special Servicer, the Trustee or the Certificate Registrar shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates for purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount ownership of any Class of Registered Certificates, such direction or consent may be given by Certificate Owners (acting through the Depository and the Depository Participants) owning Book-Entry Certificates evidencing the requisite percentage of principal amount registered holders of such Class of Definitive Certificates shall be recognized as Certificateholders hereunder and, accordingly, shall be entitled directly to receive payments on, to exercise Voting Rights with respect to, and to transfer and exchange such Definitive Certificates.
Appears in 7 contracts
Sources: Pooling and Servicing Agreement (Mortgage Pass Through Cert Series 1998-C3), Pooling and Servicing Agreement (Merrill Lynch Mortgage Investors Inc), Pooling and Servicing Agreement (Merrill Lynch Mortgage Investors Inc)
Book-Entry Certificates. The Regular Certificates (other than the Class B-4 Certificates and Class C Certificates), upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book- Book-Entry Certificates, to be delivered to the Depository by or on behalf of the Depositor. Such Certificates shall initially be registered on the Certificate Register in the name of the Depository or its nominee, and no Certificate Owner of such Certificates will receive a definitive certificate representing such Certificate Owner’s interest in such Certificates, except as provided in Section 6.087.08. Unless and until definitive, fully registered Certificates (“Definitive Certificates”) have been issued to the Certificate Owners of such Certificates pursuant to Section 6.087.08:
(a) the provisions of this Section shall be in full force and effect;
(b) the Depositor and Depositor, the Securities Administrator and the Trustee may deal with the Depository and the Depository Participants for all purposes (including the making of distributions) as the authorized representative of the respective Certificate Owners of such Certificates;
(c) registration of the Book-Entry Certificates may not be transferred by the Securities Administrator except to another Depository;
(d) the rights of the respective Certificate Owners of such Certificates shall be exercised only through the Depository and the Depository Participants and shall be limited to those established by law and agreements between the Owners of such Certificates and the Depository and/or the Depository Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.087.08, the Depository will make book-entry transfers among the Depository Participants and receive and transmit distributions of principal and interest on the related Certificates to such Depository Participants;
(e) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants;
(f) the Depositor, the Servicer, the Trustee, the Master Servicer and the Securities Administrator may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants; and
(g) to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount of any Class of Certificates, such direction or consent may be given by Certificate Owners (acting through the Depository and the Depository Participants) owning Book-Entry Certificates evidencing the requisite percentage of principal amount of such Class of Certificates. The Private Certificates shall initially be held in fully registered certificated form. If at any time the Holders of all of the Certificates of one or more such Classes request that the Securities Administrator cause such Class to become Global Certificates, the Depositor (with the assistance of the Securities Administrator) will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. If at anytime there are to be Global Certificates, the Global Certificates shall be delivered to the Depository by the Depositor or deposited with the Securities Administrator as custodian for the Depository. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global 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 it represents or of brokerage firms for which it acts as agent in accordance with the Depository’s normal procedures.
Appears in 7 contracts
Sources: Pooling and Servicing Agreement (SACO I Trust 2006-5), Pooling and Servicing Agreement (SACO I Trust 2006-5), Pooling and Servicing Agreement (SACO I Trust 2006-6)
Book-Entry Certificates. The Regular Certificates, upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book- Book-Entry Certificates, to be delivered to the Depository by or on behalf of the Depositor. Such The Book-Entry Certificates shall initially be registered on the Certificate Register in the name of the Depository or its nominee, and no Certificate Owner of such Certificates a Book-Entry Certificate will receive a definitive certificate representing such Certificate Owner’s 's interest in such Certificates, except as provided in Section 6.085.08. Unless and until definitive, fully registered Certificates (“"Definitive Certificates”") have been issued to the Certificate Owners of such the Book-Entry Certificates pursuant to Section 6.085.08:
(a) the provisions of this Section shall be in full force and effect;
(b) the Depositor Depositor, the Servicer, the Trustee and the Securities Administrator NIMs Insurer may deal with the Depository and the Depository Participants for all purposes (including the making of distributions) as the authorized representative of the respective Certificate Owners of such the Book-Entry Certificates;
(c) registration of the Book-Entry Certificates may not be transferred by the Securities Administrator Servicer except to another Depository;
(d) the rights of the respective Certificate Owners of such the Book-Entry Certificates shall be exercised only through the Depository and the Depository Participants and shall be limited to those established by law and agreements between the Owners of such the Book-Entry Certificates and the Depository and/or the Depository Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.085.08, the Depository will make book-entry transfers among the Depository Participants and receive and transmit distributions of principal and interest on the related Certificates to such Depository Participants;
(e) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants;
(f) the Depositor, the Servicer, the Trustee, the Master Servicer and the Securities Administrator may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants; and
(g) to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount of any Class of Certificates, such direction or consent may be given by Certificate Owners (acting through the Depository and the Depository Participants) owning Book-Entry Certificates evidencing the requisite percentage of principal amount of such Class of Certificates.
Appears in 6 contracts
Sources: Pooling and Servicing Agreement (Chase Funding Inc), Pooling and Servicing Agreement (Chase Funding Inc), Pooling and Servicing Agreement (Chase Funding Inc)
Book-Entry Certificates. The Regular Book-Entry Certificates, upon original issuance, shall be issued in the form of one typewritten Certificate (or more typewritten Certificates representing than one, if required by the Book- Entry Depository) for each Class of such Certificates, to be delivered to the Depository by or on behalf of the Depositor. Such Certificates shall initially be registered on the Certificate Register in the name of the Depository or its nominee, and no Certificate Owner of such Certificates will receive a definitive certificate representing such Certificate Owner’s 's interest in such Certificates, except as provided in Section 6.085.08. Unless and until definitive, fully registered Certificates (“"Definitive Certificates”") have been issued to the Certificate Owners of such Certificates pursuant to Section 6.085.08:
(a) the provisions of this Section shall be in full force and effect;
(b) the Depositor Depositor, the Sellers, the Master Servicer and the Securities Administrator Trustee may deal with the Depository and the Depository Participants for all purposes (including the making of distributions) as the authorized representative of the respective Certificate Owners of such Certificates;
(c) registration of the Book-Entry Certificates may not be transferred by the Securities Administrator Trustee except to another Depository;
(d) the rights of the respective Certificate Owners of such Certificates shall be exercised only through the Depository and the Depository Participants and shall be limited to those established by law and agreements between the Owners of such Certificates and the Depository and/or the Depository Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.085.08, the Depository will make book-entry transfers among the Depository Participants and receive and transmit distributions of principal and interest on the related Certificates to such Depository Participants;
(e) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants;
(f) the Depositor, the Servicer, the Trustee, the Master Servicer and the Securities Administrator Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants; and
(g) to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount of any Class of Certificates, such direction or consent may be given by Certificate Owners (acting through the Depository and the Depository Participants) owning Book-Entry Certificates evidencing the requisite percentage of principal amount of such Class of Certificates (or, in the case of the Class B Certificates, by Certificate Owners (acting through the Depository and the Depository Participants) owning Book-Entry Certificates and by Certificateholders (other than the Depository) owning Definitive Certificates).
Appears in 6 contracts
Sources: Pooling and Servicing Agreement (CWABS Asset-Backed Certificates Trust 2007-1), Pooling and Servicing Agreement (CWABS Asset-Backed Certificates Trust 2006-21), Pooling and Servicing Agreement (CWABS Asset-Backed Certificates Trust 2006-22)
Book-Entry Certificates. The Regular Offered Certificates, upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book- Book-Entry Certificates, to be delivered to the Depository by or on behalf of the Depositor. Such Certificates shall initially be registered on the Certificate Register in the name of the Depository or its nominee, and no Certificate Owner of such Certificates will receive a definitive certificate representing such Certificate Owner’s interest in such Certificates, except as provided in Section 6.087.08. Unless and until definitive, fully registered Certificates (“Definitive Certificates”) have been issued to the Certificate Owners of such Certificates pursuant to Section 6.087.08:
(a) the provisions of this Section shall be in full force and effect;
(b) the Depositor and Depositor, the Securities Administrator and the Trustee may deal with the Depository and the Depository Participants for all purposes (including the making of distributions) as the authorized representative of the respective Certificate Owners of such Certificates;
(c) registration of the Book-Entry Certificates may not be transferred by the Securities Administrator except to another Depository;
(d) the rights of the respective Certificate Owners of such Certificates shall be exercised only through the Depository and the Depository Participants and shall be limited to those established by law and agreements between the Owners of such Certificates and the Depository and/or the Depository Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.087.08, the Depository will make book-entry transfers among the Depository Participants and receive and transmit distributions of principal and interest on the related Certificates to such Depository Participants;
(e) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants;
(f) the Depositor, the Servicer, the Trustee, the Master Servicer and the Securities Administrator may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants; and
(g) to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount of any Class of Certificates, such direction or consent may be given by Certificate Owners (acting through the Depository and the Depository Participants) owning Book-Entry Certificates evidencing the requisite percentage of principal amount of such Class of Certificates. The Private Certificates shall initially be held in fully registered certificated form. If at any time the Holders of all of the Certificates of one or more such Classes request that the Securities Administrator cause such Class to become Global Certificates, the Depositor (with the assistance of the Securities Administrator) will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. If at anytime there are to be Global Certificates, the Global Certificates shall be delivered to the Depository by the Depositor or deposited with the Securities Administrator as custodian for the Depository. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global 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 it represents or of brokerage firms for which it acts as agent in accordance with the Depository’s normal procedures.
Appears in 6 contracts
Sources: Pooling and Servicing Agreement (Bear Stearns Asset Backed Securities I Trust 2006-Ac5), Pooling and Servicing Agreement (Bear Stearns Asset Backed Securities I Trust 2007-Ac1), Pooling and Servicing Agreement (Bear Stearns Asset Backed Securities I Trust 2006-Ac4)
Book-Entry Certificates. The Regular Certificates, upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book- Book-Entry Certificates, to be delivered to the Depository by or on behalf of the Depositor. Such The Class C, Class P and Class R Certificates shall be definitive certificates. The Book-Entry Certificates shall initially be registered on the Certificate Register in the name of the Depository or its nominee, and no Certificate Owner of such Certificates a Book-Entry Certificate will receive a definitive certificate representing such Certificate Owner’s 's interest in such Certificates, except as provided in Section 6.085.08. Unless and until definitive, fully registered Certificates (“"Definitive Certificates”") have been issued to the Certificate Owners of such the Book-Entry Certificates pursuant to Section 6.085.08:
(a) the provisions of this Section shall be in full force and effect;
(b) the Depositor and the Securities Administrator Trustee may deal with the Depository and the Depository Participants for all purposes (including the making of distributions) as the authorized representative of the respective Certificate Owners of such the Book-Entry Certificates;
(c) registration of the Book-Entry Certificates may not be transferred by the Securities Administrator Trustee except to another Depository;
(d) the rights of the respective Certificate Owners of such the Book-Entry Certificates shall be exercised only through the Depository and the Depository Participants and shall be limited to those established by law and agreements between the Owners of such the Book-Entry Certificates and the Depository and/or the Depository Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.085.08, the Depository will make book-entry transfers among the Depository Participants and receive and transmit distributions of principal and interest on the related Certificates to such Depository Participants;
(e) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants;
(f) the Depositor, the Servicer, the Trustee, the Master Servicer and the Securities Administrator Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants; and
(g) to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount of any Class of Certificates, such direction or consent may be given by Certificate Owners (acting through the Depository and the Depository Participants) owning Book-Entry Certificates evidencing the requisite percentage of principal amount of such Class of Certificates. In the event that Definitive Certificates are issued pursuant to Section 5.08, clauses (a) through (g) of this Section 5.06 shall continue to be applicable with respect to all remaining Book-Entry Certificates.
Appears in 6 contracts
Sources: Pooling and Servicing Agreement (Merrill Lynch Mortgage Investors Inc), Pooling and Servicing Agreement (First Franklin Mortgage Loan Trust, Series 2007-Ff1), Pooling and Servicing Agreement (First Franklin Mortgage Loan Trust, Series 2007-Ff2)
Book-Entry Certificates. The Regular Certificates, upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book- Book-Entry Certificates, to be delivered to the Depository by or on behalf of the Depositor. Such The Book-Entry Certificates shall initially be registered on the Certificate Register in the name of the Depository or its nominee, and no Certificate Owner of such Certificates a Book-Entry Certificate will receive a definitive certificate representing such Certificate Owner’s 's interest in such Certificates, except as provided in Section 6.085.08. Unless and until definitive, fully registered Certificates (“"Definitive Certificates”") have been issued to the Certificate Owners of such the Book-Entry Certificates pursuant to Section 6.085.08:
(a) the provisions of this Section shall be in full force and effect;
(b) the Depositor Depositor, the Trustee and the Securities Administrator NIM Insurer may deal with the Depository and the Depository Participants for all purposes (including the making of distributions) as the authorized representative of the respective Certificate Owners of such the Book-Entry Certificates;
(c) registration of the Book-Entry Certificates may not be transferred by the Securities Administrator Trustee except to another Depository;
(d) the rights of the respective Certificate Owners of such the Book-Entry Certificates shall be exercised only through the Depository and the Depository Participants and shall be limited to those established by law and agreements between the Owners of such the Book-Entry Certificates and the Depository and/or the Depository Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.085.08, the Depository will make book-entry transfers among the Depository Participants and receive and transmit distributions of principal and interest on the related Certificates to such Depository Participants;
(e) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants;
(f) the Depositor, the Servicer, the Trustee, the Master Servicer and the Securities Administrator Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants; and
(g) to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount of any Class of Certificates, such direction or consent may be given by Certificate Owners (acting through the Depository and the Depository Participants) owning Book-Entry Certificates evidencing the requisite percentage of principal amount of such Class of Certificates.
Appears in 6 contracts
Sources: Pooling and Servicing Agreement (Merrill Lynch Mortgage Investors Inc), Pooling and Servicing Agreement (Merrill Lynch Mortgage Investors Inc), Pooling and Servicing Agreement (Specialty Underwriting & Residential Finance Trust, Series 2005-Bc2)
Book-Entry Certificates. The Regular Certificates (other than the Class C Certificates), upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book- Book-Entry Certificates, to be delivered to the Depository by or on behalf of the Depositor. Such Certificates shall initially be registered on the Certificate Register in the name of the Depository or its nominee, and no Certificate Owner of such Certificates will receive a definitive certificate representing such Certificate Owner’s interest in such Certificates, except as provided in Section 6.087.08. Unless and until definitive, fully registered Certificates (“Definitive Certificates”) have been issued to the Certificate Owners of such Certificates pursuant to Section 6.087.08:
(a) the provisions of this Section shall be in full force and effect;
(b) the Depositor and Depositor, the Securities Administrator and the Trustee may deal with the Depository and the Depository Participants for all purposes (including the making of distributions) as the authorized representative of the respective Certificate Owners of such Certificates;
(c) registration of the Book-Entry Certificates may not be transferred by the Securities Administrator except to another Depository;
(d) the rights of the respective Certificate Owners of such Certificates shall be exercised only through the Depository and the Depository Participants and shall be limited to those established by law and agreements between the Owners of such Certificates and the Depository and/or the Depository Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.087.08, the Depository will make book-entry transfers among the Depository Participants and receive and transmit distributions of principal and interest on the related Certificates to such Depository Participants;
(e) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants;
(f) the Depositor, the Servicer, the Trustee, the Master Servicer and the Securities Administrator may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants; and
(g) to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount of any Class of Certificates, such direction or consent may be given by Certificate Owners (acting through the Depository and the Depository Participants) owning Book-Entry Certificates evidencing the requisite percentage of principal amount of such Class of Certificates. The Private Certificates shall initially be held in fully registered certificated form. If at any time the Holders of all of the Certificates of one or more such Classes request that the Securities Administrator cause such Class to become Global Certificates, the Depositor (with the assistance of the Securities Administrator) will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. If at anytime there are to be Global Certificates, the Global Certificates shall be delivered to the Depository by the Depositor or deposited with the Securities Administrator as custodian for the Depository. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global 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 it represents or of brokerage firms for which it acts as agent in accordance with the Depository’s normal procedures.
Appears in 5 contracts
Sources: Pooling and Servicing Agreement (SACO I Trust 2007-1), Pooling and Servicing Agreement (SACO I Trust 2006-10), Pooling and Servicing Agreement (SACO I Trust 2006-10)
Book-Entry Certificates. The Regular Certificates, upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book- Book-Entry Certificates, to be delivered to the Depository by or on behalf of the Depositor. Such The Book-Entry Certificates shall initially be registered on the Certificate Register in the name of the Depository or its nominee, and no Certificate Owner of such Certificates a Book-Entry Certificate will receive a definitive certificate representing such Certificate Owner’s 's interest in such Certificates, except as provided in Section 6.085.08. Unless and until definitive, fully registered Certificates (“"Definitive Certificates”") have been issued to the Certificate Owners of such the Book-Entry Certificates pursuant to Section 6.085.08:
(a) the provisions of this Section shall be in full force and effect;
(b) the Depositor Depositor, the NIMs Insurer and the Securities Administrator may deal with the Depository and the Depository Participants for all purposes (including the making of distributions) as the authorized representative of the respective Certificate Owners of such the Book-Entry Certificates;
(c) registration of the Book-Entry Certificates may not be transferred by the Securities Administrator except to another Depository;
(d) the rights of the respective Certificate Owners of such the Book-Entry Certificates shall be exercised only through the Depository and the Depository Participants and shall be limited to those established by law and agreements between the Owners of such the Book-Entry Certificates and the Depository and/or the Depository Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.085.08, the Depository will make book-entry transfers among the Depository Participants and receive and transmit distributions of principal and interest on the related Certificates to such Depository Participants;
(e) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants;
(f) the Depositor, the Servicer, the Trustee, the Master Servicer and the Securities Administrator may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants; and
(g) to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount of any Class of Certificates, such direction or consent may be given by Certificate Owners (acting through the Depository and the Depository Participants) owning Book-Entry Certificates evidencing the requisite percentage of principal amount of such Class of Certificates.
Appears in 5 contracts
Sources: Pooling and Servicing Agreement (Merrill Lynch Alternative Note Asset Trust, Series 2007-Oar4), Pooling and Servicing Agreement (Merrill Lynch Alternative Note Asset Trust, Series 2007-Oar3), Pooling and Servicing Agreement (Merrill Lynch Alternative Note Asset Trust, Series 2007-Oar4)
Book-Entry Certificates. The (a) Each Class of Regular Certificates, upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book- Entry Certificates, to be delivered to the Depository by or on behalf of the Depositor. Such Certificates shall initially be issued as one or more Certificates registered on the Certificate Register in the name of the Depository or its nominee, and no Certificate Owner of such Certificates will receive a definitive certificate representing such Certificate Owner’s interest in such Certificatesnominee and, except as provided in Section 6.085.03(c) below, transfer of such Certificates may not be registered by the Certificate Registrar unless such transfer is to a successor Depository that agrees to hold such Certificates for the respective Certificate Owners with Ownership Interests therein. Unless Such Certificate Owners shall hold and until transfer their respective Ownership Interests in and to such Certificates through the book-entry facilities of the Depository and, except as provided in Section 5.03(c) below, shall not be entitled to definitive, fully registered Certificates (“"Definitive Certificates”") have been issued to the in respect of such Ownership Interests. All transfers by Certificate Owners of such their respective Ownership Interests in the Book-Entry Certificates pursuant to Section 6.08:
(a) the provisions of this Section shall be made in full force and effect;accordance with the procedures established by the Depository Participant or brokerage firm representing each such Certificate Owner. Each Depository Participant shall only transfer the Ownership Interests in the Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures.
(b) The Trustee, the Master Servicer, the Special Servicer, the Depositor and the Securities Administrator Certificate Registrar may for all purposes, including the making of payments due on the Book-Entry Certificates, deal with the Depository and the Depository Participants for all purposes (including the making of distributions) as the authorized representative of the respective Certificate Owners with respect to such Certificates for the purposes of such Certificates;
(c) registration exercising the rights of Certificateholders hereunder. The rights of Certificate Owners with respect to the Book-Entry Certificates may not be transferred by the Securities Administrator except to another Depository;
(d) the rights of the respective Certificate Owners of such Certificates shall be exercised only through the Depository and the Depository Participants and shall be limited to those established by law and agreements between the such Certificate Owners of such Certificates and the Depository and/or the Depository Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.08, the Depository will make book-entry transfers among the Depository Participants and receive brokerage firms representing such Certificate Owners. Multiple requests and transmit distributions directions from, and votes of, the Depository as Holder of principal the Book-Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Certificate Owners. The Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and interest on shall give notice to the related Certificates to Depository of such Depository Participants;record date.
(ec) If (i)(A) the Depositor advises the Trustee and the Certificate Registrar in writing that the Depository may collect is no longer willing or able to properly discharge its usual responsibilities with respect to a Class of the Book-Entry Certificates, and customary fees, charges and expenses from its Depository Participants;
(fB) the DepositorDepositor is unable to locate a qualified successor, or (ii) the Servicer, Depositor at its option advises the Trustee, the Master Servicer Trustee and the Securities Administrator may rely and shall be fully protected Certificate Registrar in relying upon information furnished by writing that it elects to terminate the book-entry system through the Depository with respect to its Depository Participants; and
(g) a Class of Book-Entry Certificates, the Certificate Registrar shall notify all affected Certificate Owners, through the Depository, of the occurrence of any such event and of the availability of Definitive Certificates to such Certificate Owners requesting the same. Upon surrender to the extent that Certificate Registrar of the provisions Book-Entry Certificates of this Section conflict with any other provisions Class thereof by the Depository, accompanied by registration instructions from the Depository for registration of this Agreementtransfer, the provisions Certificate Registrar shall execute, at the Depositor's expense, and the Authenticating Agent shall authenticate and deliver, the Definitive Certificates in respect of this Section such Class to the Certificate Owners identified in such instructions. The Depositor shall controlprovide the Certificate Registrar with an adequate inventory of Definitive Certificates. For None of the Depositor, the Master Servicer, the Special Servicer, the Trustee or the Certificate Registrar shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates for purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount ownership of any Class of Registered Certificates, the registered holders of such direction Definitive Certificates shall be recognized as Certificateholders hereunder and, accordingly, shall be entitled directly to receive payments on, to exercise Voting Rights with respect to, and to transfer and exchange such Definitive Certificates.
(d) Notwithstanding any other provisions contained herein, neither the Trustee nor the Certificate Registrar shall have any responsibility whatsoever to monitor or consent may be given by restrict the transfer of ownership interests in any Certificate Owners (acting including but not limited to any Non-Registered Certificate, any Subordinated Certificate and any Class Z Certificate) which interests are transferable through the Depository and book-entry facilities of the Depository Participants) owning Book-Entry Certificates evidencing the requisite percentage of principal amount of such Class of CertificatesDepository.
Appears in 4 contracts
Sources: Pooling and Servicing Agreement (Wachovia Commercial Mortgage Securities Inc), Pooling and Servicing Agreement (Wachovia Bank Commercial Mortgage Trust Series 2004-C12), Pooling and Servicing Agreement (Wachovia Commercial Mort Pass THR Certs Ser 2004-C10)
Book-Entry Certificates. The Regular Certificates, upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book- Book-Entry Certificates, to be delivered to the Depository by or on behalf of the Depositor. Such The Class C, Class P and Class R Certificates shall be Definitive Certificates (as defined below). The Book-Entry Certificates shall initially be registered on the Certificate Register in the name of the Depository or its nominee, and no Certificate Owner of such Certificates a Book-Entry Certificate will receive a definitive certificate representing such Certificate Owner’s 's interest in such Certificates, except as provided in Section 6.085.08. Unless and until definitive, fully registered Certificates (“"Definitive Certificates”") have been issued to the Certificate Owners of such the Book-Entry Certificates pursuant to Section 6.085.08:
(a) the provisions of this Section shall be in full force and effect;
(b) the Depositor and the Securities Administrator Trustee may deal with the Depository and the Depository Participants for all purposes (including the making of distributions) as the authorized representative of the respective Certificate Owners of such the Book-Entry Certificates;
(c) registration of the Book-Entry Certificates may not be transferred by the Securities Administrator Trustee except to another Depository;
(d) the rights of the respective Certificate Owners of such the Book-Entry Certificates shall be exercised only through the Depository and the Depository Participants and shall be limited to those established by law and agreements between the Owners of such the Book-Entry Certificates and the Depository and/or the Depository Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.085.08, the Depository will make book-entry transfers among the Depository Participants and receive and transmit distributions of principal and interest on the related Certificates to such Depository Participants;
(e) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants;
(f) the Depositor, the Servicer, the Trustee, the Master Servicer and the Securities Administrator Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants; and
(g) to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount of any Class of Certificates, such direction or consent may be given by Certificate Owners (acting through the Depository and the Depository Participants) owning Book-Entry Certificates evidencing the requisite percentage of principal amount of such Class of Certificates.
Appears in 4 contracts
Sources: Pooling and Servicing Agreement (Merrill Lynch Mortgage Investors Trust Series 2005-He3), Pooling and Servicing Agreement (Merrill Lynch Mortgage Investors Trust, Series 2005-Ar1), Pooling and Servicing Agreement (Merrill Lynch Mortgage Investors Trust Series 2005-He2)
Book-Entry Certificates. The Regular Certificates, upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book- Book-Entry Certificates, to be delivered to the Depository by or on behalf of the Depositor. Such The Book-Entry Certificates shall initially be registered on the Certificate Register in the name of the Depository or its nominee, and no Certificate Owner of such Certificates a Book-Entry Certificate will receive a definitive certificate representing such Certificate Owner’s 's interest in such Certificates, except as provided in Section 6.085.08. Unless and until definitive, fully registered Certificates (“"Definitive Certificates”") have been issued to the Certificate Owners of such the Book-Entry Certificates pursuant to Section 6.085.08:
(a) the provisions of this Section shall be in full force and effect;
(b) the Depositor Depositor, the NIMs Insurer and the Securities Administrator Trustee may deal with the Depository and the Depository Participants for all purposes (including the making of distributions) as the authorized representative of the respective Certificate Owners of such the Book-Entry Certificates;
(c) registration of the Book-Entry Certificates may not be transferred by the Securities Administrator Trustee except to another Depository;
(d) the rights of the respective Certificate Owners of such the Book-Entry Certificates shall be exercised only through the Depository and the Depository Participants and shall be limited to those established by law and agreements between the Owners of such the Book-Entry Certificates and the Depository and/or the Depository Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.085.08, the Depository will make book-entry transfers among the Depository Participants and receive and transmit distributions of principal and interest on the related Certificates to such Depository Participants;
(e) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants;
(f) the Depositor, the Servicer, the Trustee, the Master Servicer and the Securities Administrator Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants; and
(g) to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount of any Class of Certificates, such direction or consent may be given by Certificate Owners (acting through the Depository and the Depository Participants) owning Book-Entry Certificates evidencing the requisite percentage of principal amount of such Class of Certificates.
Appears in 4 contracts
Sources: Pooling and Servicing Agreement (Merrill Lynch Mortgage Investors Inc), Pooling and Servicing Agreement (First Franklin Mortgage Loan Trust, Series 2005-Ff6), Pooling and Servicing Agreement (First Franklin Mortgage Loan Trust, Series 2005-Ffh1)
Book-Entry Certificates. The Regular Certificates (other than the than the Class I-M-10, Class I-M-11, Class II-M-10, Class II-M-11, Class CE and Class P Certificates), upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book- Book-Entry Certificates, to be delivered to the Depository by or on behalf of the Depositor. Such Certificates shall initially be registered on the Certificate Register in the name of the Depository or its nominee, and no Certificate Owner of such Certificates will receive a definitive certificate representing such Certificate Owner’s interest in such Certificates, except as provided in Section 6.08. Unless and until definitive, fully registered Certificates (“Definitive Certificates”) have been issued to the Certificate Owners of such Certificates pursuant to Section 6.08:
(a) the provisions of this Section shall be in full force and effect;
(b) the Depositor and the Securities Administrator Trustee may deal with the Depository and the Depository Participants for all purposes (including the making of distributions) as the authorized representative of the respective Certificate Owners of such Certificates;
(c) registration of the Book-Entry Certificates may not be transferred by the Securities Administrator Trustee except to another Depository;
(d) the rights of the respective Certificate Owners of such Certificates shall be exercised only through the Depository and the Depository Participants and shall be limited to those established by law and agreements between the Owners of such Certificates and the Depository and/or the Depository Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.08, the Depository will make book-entry transfers among the Depository Participants and receive and transmit distributions of principal and interest on the related Certificates to such Depository Participants;
(e) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants;
(f) the Depositor, the Servicer, the Trustee, the Master Servicer and the Securities Administrator Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants; and
(g) to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount of any Class of Certificates, such direction or consent may be given by Certificate Owners (acting through the Depository and the Depository Participants) owning Book-Entry Certificates evidencing the requisite percentage of principal amount of such Class of Certificates. The Private Certificates shall initially be held in fully registered certificated form. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Depositor (with the assistance of the Trustee) will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. If at anytime there are to be Global Certificates, the Global Certificates shall be delivered to the Depository by the Depositor or deposited with the Trustee as custodian for the Depository. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global 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 it represents or of brokerage firms for which it acts as agent in accordance with the Depository’s normal procedures.
Appears in 4 contracts
Sources: Pooling and Servicing Agreement (Bear Stearns Asset Backed Securities I Trust 2006-He6), Pooling and Servicing Agreement (Bear Stearns Asset Backed Securities I Trust 2006-He7), Pooling and Servicing Agreement (Bear Stearns Asset Backed Securities I Trust 2006-He7)
Book-Entry Certificates. The Regular Certificates (other than the Class CE Certificate and Class P Certificates), upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book- Book-Entry Certificates, to be delivered to the Depository by or on behalf of the Depositor. Such Certificates shall initially be registered on the Certificate Register in the name of the Depository or its nominee, and no Certificate Owner of such Certificates will receive a definitive certificate representing such Certificate Owner’s interest in such Certificates, except as provided in Section 6.08. Unless and until definitive, fully registered Certificates (“Definitive Certificates”) have been issued to the Certificate Owners of such Certificates pursuant to Section 6.08:
(a) the provisions of this Section shall be in full force and effect;
(b) the Depositor and the Securities Administrator Trustee may deal with the Depository and the Depository Participants for all purposes (including the making of distributions) as the authorized representative of the respective Certificate Owners of such Certificates;
(c) registration of the Book-Entry Certificates may not be transferred by the Securities Administrator Trustee except to another Depository;
(d) the rights of the respective Certificate Owners of such Certificates shall be exercised only through the Depository and the Depository Participants and shall be limited to those established by law and agreements between the Owners of such Certificates and the Depository and/or the Depository Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.08, the Depository will make book-entry transfers among the Depository Participants and receive and transmit distributions of principal and interest on the related Certificates to such Depository Participants;
(e) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants;
(f) the Depositor, the Servicer, the Trustee, the Master Servicer and the Securities Administrator Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants; and
(g) to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount of any Class of Certificates, such direction or consent may be given by Certificate Owners (acting through the Depository and the Depository Participants) owning Book-Entry Certificates evidencing the requisite percentage of principal amount of such Class of Certificates. The Private Certificates shall initially be held in fully registered certificated form. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Depositor (with the assistance of the Trustee) will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. If at anytime there are to be Global Certificates, the Global Certificates shall be delivered to the Depository by the Depositor or deposited with the Trustee as custodian for the Depository. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global 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 it represents or of brokerage firms for which it acts as agent in accordance with the Depository’s normal procedures.
Appears in 4 contracts
Sources: Pooling and Servicing Agreement (Bear Stearns Asset Backed Securities I Trust 2005-He9), Pooling and Servicing Agreement (Bear Stearns Asset Backed Securities I Trust 2005-He8), Pooling and Servicing Agreement (Bear Stearns Asset Backed Securities I Trust 2005-He9)
Book-Entry Certificates. The Regular Offered Certificates, upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book- Book-Entry Certificates, to be delivered to the Depository by or on behalf of the Depositor. Such Certificates shall initially be registered on the Certificate Register in the name of the Depository or its nominee, and no Certificate Owner of such Certificates will receive a definitive certificate representing such Certificate Owner’s interest in such Certificates, except as provided in Section 6.087.08. Unless and until definitive, fully registered Certificates (“Definitive Certificates”) have been issued to the Certificate Owners of such Certificates pursuant to Section 6.087.08:
(a) the provisions of this Section shall be in full force and effect;
(b) the Depositor and the Securities Administrator Trustee may deal with the Depository and the Depository Participants for all purposes (including the making of distributions) as the authorized representative of the respective Certificate Owners of such Certificates;
(c) registration of the Book-Entry Certificates may not be transferred by the Securities Administrator Trustee except to another Depository;
(d) the rights of the respective Certificate Owners of such Certificates shall be exercised only through the Depository and the Depository Participants and shall be limited to those established by law and agreements between the Owners of such Certificates and the Depository and/or the Depository Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.087.08, the Depository will make book-entry transfers among the Depository Participants and receive and transmit distributions of principal and interest on the related Certificates to such Depository Participants;
(e) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants;
(f) the Depositor, the Servicer, the Trustee, the Master Servicer and the Securities Administrator Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants; and
(g) to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount of any Class of Certificates, such direction or consent may be given by Certificate Owners (acting through the Depository and the Depository Participants) owning Book-Entry Certificates evidencing the requisite percentage of principal amount of such Class of Certificates. The Private Certificates shall initially be held in fully registered certificated form. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Depositor (with the assistance of the Trustee) will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. If at anytime there are to be Global Certificates, the Global Certificates shall be delivered to the Depository by the Depositor or deposited with the Trustee as custodian for the Depository. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global 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 it represents or of brokerage firms for which it acts as agent in accordance with the Depository’s normal procedures.
Appears in 4 contracts
Sources: Pooling and Servicing Agreement (Bear Stearns Asset Backed Securities I Trust 2007-Ac3), Pooling and Servicing Agreement (Bear Stearns Asset Backed Securities I Trust 2007-Ac2), Pooling and Servicing Agreement (Bear Stearns Mortgage Funding Trust 2006-Ac1)
Book-Entry Certificates. The Regular Certificates (other than the Class CE Certificates and Class P Certificates), upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book- Book-Entry Certificates, to be delivered to the Depository by or on behalf of the Depositor. Such Certificates shall initially be registered on the Certificate Register in the name of the Depository or its nominee, and no Certificate Owner of such Certificates will receive a definitive certificate representing such Certificate Owner’s interest in such Certificates, except as provided in Section 6.08. Unless and until definitive, fully registered Certificates (“Definitive Certificates”) have been issued to the Certificate Owners of such Certificates pursuant to Section 6.08:
(a) the provisions of this Section shall be in full force and effect;
(b) the Depositor and the Securities Administrator Trustee may deal with the Depository and the Depository Participants for all purposes (including the making of distributions) as the authorized representative of the respective Certificate Owners of such Certificates;
(c) registration of the Book-Entry Certificates may not be transferred by the Securities Administrator Trustee except to another Depository;
(d) the rights of the respective Certificate Owners of such Certificates shall be exercised only through the Depository and the Depository Participants and shall be limited to those established by law and agreements between the Owners of such Certificates and the Depository and/or the Depository Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.08, the Depository will make book-entry transfers among the Depository Participants and receive and transmit distributions of principal and interest on the related Certificates to such Depository Participants;
(e) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants;
(f) the Depositor, the Servicer, the Trustee, the Master Servicer and the Securities Administrator Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants; and
(g) to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount of any Class of Certificates, such direction or consent may be given by Certificate Owners (acting through the Depository and the Depository Participants) owning Book-Entry Certificates evidencing the requisite percentage of principal amount of such Class of Certificates. The Private Certificates (other than Class I-M-10 Certificates and Class II-M-10 Certificates) shall initially be held in fully registered certificated form. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Depositor (with the assistance of the Trustee) will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. If at anytime there are to be Global Certificates, the Global Certificates shall be delivered to the Depository by the Depositor or deposited with the Trustee as custodian for the Depository. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global 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 it represents or of brokerage firms for which it acts as agent in accordance with the Depository’s normal procedures.
Appears in 4 contracts
Sources: Pooling and Servicing Agreement (Bear Stearns Asset Backed Securities I Trust 2006-Aq1), Pooling and Servicing Agreement (Bear Stearns Asset Backed Securities I Trust 2006-Aq1), Pooling and Servicing Agreement (Bear Stearns Asset Backed Securities I Trust 2007-He2)
Book-Entry Certificates. The (a) Each Class of Regular Certificates, upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book- Entry Certificates, to be delivered to the Depository by or on behalf of the Depositor. Such Certificates shall initially be issued as one or more Certificates registered on the Certificate Register in the name of the Depository or its nominee, and no Certificate Owner of such Certificates will receive a definitive certificate representing such Certificate Owner’s interest in such Certificatesnominee and, except as provided in Section 6.085.03(c) below, transfer of such Certificates may not be registered by the Certificate Registrar unless such transfer is to a successor Depository that agrees to hold such Certificates for the respective Certificate Owners with Ownership Interests therein. Unless Such Certificate Owners shall hold and until transfer their respective Ownership Interests in and to such Certificates through the book-entry facilities of the Depository and, except as provided in Section 5.03(c) below, shall not be entitled to definitive, fully registered Certificates (“"Definitive Certificates”") have been issued to the in respect of such Ownership Interests. All transfers by Certificate Owners of such their respective Ownership Interests in the Book-Entry Certificates pursuant to Section 6.08:
(a) the provisions of this Section shall be made in full force and effect;accordance with the procedures established by the Depository Participant or brokerage firm representing each such Certificate Owner. Each Depository Participant shall only transfer the Ownership Interests in the Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures.
(b) The Trustee, the Master Servicer, the Special Servicer, the Depositor and the Securities Administrator Certificate Registrar may for all purposes, including the making of payments due on the Book-Entry Certificates, deal with the Depository and the Depository Participants for all purposes (including the making of distributions) as the authorized representative of the respective Certificate Owners with respect to such Certificates for the purposes of such Certificates;
(c) registration exercising the rights of Certificateholders hereunder. The rights of Certificate Owners with respect to the Book-Entry Certificates may not be transferred by the Securities Administrator except to another Depository;
(d) the rights of the respective Certificate Owners of such Certificates shall be exercised only through the Depository and the Depository Participants and shall be limited to those established by law and agreements between the such Certificate Owners of such Certificates and the Depository and/or the Depository Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.08, the Depository will make book-entry transfers among the Depository Participants and receive brokerage firms representing such Certificate Owners. Multiple requests and transmit distributions directions from, and votes of, the Depository as Holder of principal the Book-Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Certificate Owners. The Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and interest on shall give notice to the related Certificates to Depository of such Depository Participants;record date.
(ec) If (i)(A) the Depositor advises the Trustee and the Certificate Registrar in writing that the Depository may collect is no longer willing or able to properly discharge its usual responsibilities with respect to a Class of the Book-Entry Certificates, and customary fees, charges and expenses from its Depository Participants;
(fB) the DepositorDepositor is unable to locate a qualified successor, or (ii) the Servicer, Depositor at its option advises the Trustee, the Master Servicer Trustee and the Securities Administrator may rely and shall be fully protected Certificate Registrar in relying upon information furnished by writing that it elects to terminate the book-entry system through the Depository with respect to its Depository Participants; and
(g) a Class of Book-Entry Certificates, the Certificate Registrar shall notify all affected Certificate Owners, through the Depository, of the occurrence of any such event and of the availability of Definitive Certificates to such Certificate Owners requesting the same. Upon surrender to the extent that Certificate Registrar of the provisions Book-Entry Certificates of this Section conflict with any other provisions Class thereof by the Depository, accompanied by registration instructions from the Depository for registration of this Agreementtransfer, the provisions Certificate Registrar shall execute, at the Depositor's expense, and the Authenticating Agent shall authenticate and deliver, the Definitive Certificates in respect of this Section such Class to the Certificate Owners identified in such instructions. The Depositor shall controlprovide the Certificate Registrar with an adequate inventory of Definitive Certificates. For None of the Depositor, the Master Servicer, the Special Servicer, the Trustee or the Certificate Registrar shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates for purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount ownership of any Class of Registered Certificates, the registered holders of such direction Definitive Certificates shall be recognized as Certificateholders hereunder and, accordingly, shall be entitled directly to receive payments on, to exercise Voting Rights with respect to, and to transfer and exchange such Definitive Certificates.
(d) Notwithstanding any other provisions contained herein, neither the Trustee nor the Certificate Registrar shall have any responsibility whatsoever to monitor or consent may be given by restrict the transfer of ownership interests in any Certificate Owners (acting including, but not limited to, any Non-Registered Certificate, any Subordinated Certificate and any Class Z Certificate) which interests are transferable through the Depository and book-entry facilities of the Depository Participants) owning Book-Entry Certificates evidencing the requisite percentage of principal amount of such Class of CertificatesDepository.
Appears in 4 contracts
Sources: Pooling and Servicing Agreement (Wachovia Bank Commercial Mortgage Trust Series 2005-C22), Pooling and Servicing Agreement (Wachovia Commercial Mortgage Securities Inc), Pooling and Servicing Agreement (Wachovia Bank Commercial Mortgage Trust Series 2006-C25)
Book-Entry Certificates. (a) The Regular Class ________ Certificates, upon original issuancethe Class _______ Certificates, shall the Class ________ Certificates, the Class B Certificates, the Class _________ Certificates, the Class ________ Certificates, the Class _________ Certificates and the Class _______ Certificates shall, in the case of each such Class, initially be issued in the form of as one or more typewritten Book-Entry Certificates representing the Book- Entry Certificates, to be delivered to the Depository by or on behalf of the Depositor. Such Certificates shall initially be registered on the Certificate Register in the name of the Securities Depository or its nominee, and no Certificate Owner of such Certificates will receive a definitive certificate representing such Certificate Owner’s interest in such Certificatesnominees and, except as provided in Section 6.08subsection (c) below, transfer of such Certificates may not be registered by the Certificate Registrar unless such transfer is to a successor Securities Depository that agrees to hold such Certificates for the respective Certificate Owners with Ownership Interests therein. Unless Such Certificate Owners shall hold and until transfer their respective Ownership Interest in and to such Certificates through the book-entry facilities of the Securities Depository and, except as provided in subsection (c) below, shall not be entitled to definitive, fully registered Certificates (“"Definitive Certificates”") have been issued to the in respect of such Ownership Interests. All transfers by Certificate Owners of such their respective Ownership Interests in the Book-Entry Certificates pursuant to Section 6.08:
(a) the provisions of this Section shall be made in full force and effect;accordance with the procedures established by the Securities Depository Participant or brokerage firm representing each such Certificate Owner. Each Securities Depository Participant shall only transfer the Ownership Interests in the Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Securities Depository's normal procedures. Neither the Certificate Registrar nor the Trustee shall have any responsibility to monitor or restrict the transfer of Ownership Interests in Book-Entry Certificates through the book-entry facilities of the Securities Depository.
(b) The Trustee, the Depositor Servicer, the Special Servicer, the Fiscal Agent and the Securities Administrator Certificate Registrar may deal with the Depository and the Depository Participants for all purposes (purposes, including the making of distributions) payments due on the Book-Entry Certificates, deal with the Securities Depository as the authorized representative of the respective Certificate Owners with respect to such Certificates for the purposes of such Certificates;
(c) registration exercising the rights of Certificateholders hereunder. The rights of Certificate Owners with respect to the Book-Entry Certificates may not be transferred by the Securities Administrator except to another Depository;
(d) the rights of the respective Certificate Owners of such Certificates shall be exercised only through the Depository and the Depository Participants and shall be limited to those established by law and agreements between such Certificate Owners and the Owners Securities Depository Participants and brokerage firms representing such Certificate Owners. Multiple requests and directions from, and votes of, the Securities Depository as Holder of the Book-Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Certificate Owners. The Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and shall give notice to the Securities Depository of such Certificates record date.
(c) If (i)(A) the Depositor advises the Trustee and the Certificate Registrar in writing that the Securities Depository and/or is no longer willing or able to properly discharge its responsibilities with respect to any Class of the Depository Participants. Pursuant Book-Entry Certificates, and (B) the Depositor is unable to locate a qualified successor, or (ii) the Depository Agreement, unless Depositor at its option advises the Trustee and until Definitive Certificates are issued pursuant the Certificate Registrar in writing that it elects to Section 6.08, terminate the Depository will make book-entry transfers among system through the Securities Depository Participants with respect to any Class of the Book-Entry Certificates, the Certificate Registrar shall notify all affected Certificate Owners, through the Securities Depository, of the occurrence of any such event and receive and transmit distributions of principal and interest on the related availability of Definitive Certificates to such Certificate Owners requesting the same. Upon surrender to the Certificate Registrar of any Class of the Book-Entry Certificates by the Securities Depository, accompanied by registration instructions from the Securities Depository Participants;
(e) for registration of transfer, the Depository may collect its usual Trustee shall execute, and customary feesthe Certificate Registrar shall authenticate and deliver, charges and expenses from its Depository Participants;
(f) the Definitive Certificates to the Certificate Owners identified in such instructions. None of the Depositor, the Servicer, the Special Servicer, the Trustee, the Master Servicer Fiscal Agent or the Certificate Registrar shall be liable for any delay in delivery of such instructions and the Securities Administrator may conclusively rely on, and shall be fully protected in relying upon information furnished by on, such instructions. Upon the Depository issuance of Definitive Certificates for purposes of evidencing ownership of any of the Class _____ Certificates, the Class Certificates, the Class ______ Certificates, the Class ______ Certificates, the Class _______ Certificates, the Class ________ Certificates, the Class ______ Certificates and the Class __________ Certificates, the registered holders of such Definitive Certificates shall be recognized as Certificateholders hereunder and, accordingly, shall be entitled directly to receive payments on, to exercise Voting Rights with respect to, and to its Depository Participants; and
(g) to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount of any Class of Certificates, transfer and exchange such direction or consent may be given by Certificate Owners (acting through the Depository and the Depository Participants) owning Book-Entry Certificates evidencing the requisite percentage of principal amount of such Class of Definitive Certificates.
Appears in 4 contracts
Sources: Pooling and Servicing Agreement (Prudential Securities Secured Financing Corp), Pooling and Servicing Agreement (Prudential Securities Secured Financing Corp), Pooling and Servicing Agreement (Prudential Securities Secured Financing Corp)
Book-Entry Certificates. (a) The Regular Certificates, upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book- Entry Certificates, to be delivered to the Depository by or on behalf of the Depositor. Such Certificates shall initially be issued as one or more Certificates registered on the Certificate Register in the name of the Depository depository or its nomineenominee and, and no Certificate Owner except as provided in subsection (c) below, transfer of such Certificates will receive may not be registered by the Certificate Registrar unless such transfer is to a definitive certificate representing successor Depository that agrees to hold such Certificates for the respective Certificate Owner’s interest Owners with Ownership Interests therein. Such Certificate Owners shall hold and transfer their respective Ownership Interests in and to such CertificatesCertificates through the book-entry facilities of the Depository and, except as provided in Section 6.085.02(d) above or subsection (c) below, shall not be entitled to Definitive Certificates in respect of such Ownership Interests. Unless and until definitive, fully registered Certificates (“Definitive Certificates”) have been issued to the All transfers by Certificate Owners of such their respective Ownership Interests in the Book-Entry Certificates pursuant to Section 6.08:
(a) the provisions of this Section shall be made in full force and effect;accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owner. Each Depository Participant shall only transfer the Ownership Interests in the Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures.
(b) The Trustee, the Paying Agent, the Master Servicer, the Special Servicer, the Depositor and the Securities Administrator Certificate Registrar may for all purposes, including the making of payments due on the Book-Entry Certificates, deal with the Depository and the Depository Participants for all purposes (including the making of distributions) as the authorized representative of the respective Certificate Owners with respect to such Certificates for the purposes of such Certificates;
(c) registration exercising the rights of Certificateholders hereunder. The rights of Certificate Owners with respect to the Book-Entry Certificates may not be transferred by the Securities Administrator except to another Depository;
(d) the rights of the respective Certificate Owners of such Certificates shall be exercised only through the Depository and the Depository Participants and shall be limited to those established by law and agreements between the such Certificate Owners of such Certificates and the Depository and/or the Depository Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.08, the Depository will make book-entry transfers among the Depository Participants and receive brokerage firms representing such Certificate Owners. Multiple requests and transmit distributions directions from, and votes of, the Depository as Holder of principal the Book-Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Certificate Owners. The Paying Agent may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and interest on shall give notice to the related Depository of such record date.
(c) If (i)(A) the Depositor advises the Trustee, the Paying Agent and the Certificate Registrar in writing that the Depository is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Certificates and (B) the Depositor is unable to locate a qualified successor, or (ii) the Depositor at its option advises the Trustee, the Paying Agent and the Certificate Registrar in writing that it elects to terminate the book-entry system through the Depository, the Paying Agent shall notify the affected Certificate Owners, through the Depository with respect to all, any Class or any portion of any Class of the Certificates or (iii) the Certificate Registrar determines that Definitive Certificates are required in accordance with the provisions of Section 5.03(e), of the occurrence of any such event and of the availability of Definitive Certificates to such Depository Participants;
(e) Certificate Owners requesting the same. Upon surrender to the Certificate Registrar of the Book-Entry Certificates by the Depository may collect its usual or any custodian acting on behalf of the Depository, accompanied by registration instructions from the Depository for registration of transfer, the Certificate Registrar shall execute, and customary feesthe Authenticating Agent shall authenticate and deliver, charges and expenses from its Depository Participants;
within 5 Business Days of such request if made at the Registrar Office, or within 10 Business Days if made at the office of a transfer agent (f) other than the Certificate Registrar), the Definitive Certificates to the Certificate Owners identified in such instructions. None of the Depositor, the Master Servicer, the Trustee, the Master Servicer Paying Agent, the Special Servicer, the Authenticating Agent and the Securities Administrator Certificate Registrar shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be fully protected in relying upon information furnished by on, such instructions. Upon the Depository with respect to its Depository Participants; and
(g) to the extent that the provisions issuance of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control. For Definitive Certificates for purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount ownership of any Class of Certificates, the registered Holders of such direction or consent may Definitive Certificates shall be given by Certificate Owners recognized as Certificateholders hereunder and, accordingly, shall be entitled directly to receive payments on, to exercise Voting Rights with respect to, and to transfer and exchange such Definitive Certificates.
(acting through the Depository and the Depository Participantsd) owning The Book-Entry Certificates (i) shall be delivered by the Certificate Registrar to the Depository, or pursuant to the Depository's instructions, and shall be registered in the name of Cede & Co. and (ii) shall bear a legend substantially to the following effect: Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to the Certificate Registrar for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. The Book-Entry Certificates may be deposited with such other Depository as the Certificate Registrar may from time to time designate, and shall bear such legend as may be appropriate.
(e) If the Trustee has instituted or if the Special Servicer or the Master Servicer, on the Trustee's behalf, has been directed to institute any judicial proceeding in a court to enforce the rights of the Certificateholders under the Certificates, and the Trustee has been advised by counsel that in connection with such proceeding it is necessary or appropriate for the Trustee to obtain possession of all or any portion of the Certificates evidenced by Book-Entry Certificates, the Trustee may in its sole discretion determine that such Certificates shall no longer be represented by such Book-Entry Certificates. In such event, the Certificate Registrar will execute, the Authenticating Agent will authenticate and the Certificate Registrar will deliver, in exchange for such Book-Entry Certificates, Definitive Certificates in a Denomination equal to the aggregate Denomination of such Book-Entry Certificates to the party so requesting such Definitive Certificates. In such event, the Certificate Registrar shall notify the affected Certificate Owners and make appropriate arrangements for the effectuation of the purpose of this clause.
(f) Upon acceptance for exchange or transfer of a beneficial interest in a Book-Entry Certificate for a Definitive Certificate, as provided herein, the Certificate Registrar shall endorse on a schedule affixed to the related Book-Entry Certificate (or on a continuation of such schedule affixed to such Book-Entry Certificate and made a part thereof) an appropriate notation evidencing the requisite percentage of principal amount date of such exchange or transfer and a decrease in the Denomination of such Book-Entry Certificate equal to the Denomination of such Definitive Certificate issued in exchange therefor or upon transfer thereof.
(g) If a Holder of a Definitive Certificate (other than a Definitive Certificate that is a Class S Certificate) wishes at any time to transfer such Certificate to a Person who wishes to take delivery thereof in the form of Certificatesa beneficial interest in the Book-Entry Certificate, such transfer may be effected only in accordance with Applicable Procedures, Section 5.02(b) and this Section 5.03(g). Upon receipt by the Certificate Registrar at the Registrar Office of (i) the Definitive Certificate to be transferred with an assignment and transfer pursuant to Section 5.02(a), and all required items pursuant to Section 5.02(b)(v), the Certificate Registrar shall cancel such Definitive Certificate, execute and deliver a new Definitive Certificate for the Denomination of the Definitive Certificate not so transferred, registered in the name of the Holder or the Holder's transferee (as instructed by the Holder), and the Certificate Registrar as custodian of the Book-Entry Certificates shall increase the Denomination of the related Book-Entry Certificate by the Denomination of the Definitive Certificate to be so transferred, and credit or cause to be credited to the account of the Person specified in such instructions a corresponding Denomination of such Book-Entry Certificate.
Appears in 4 contracts
Sources: 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 Trust 2006-Cibc14)
Book-Entry Certificates. The Regular Certificates, upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book- Book-Entry Certificates, to be delivered to the Depository by or on behalf of the Depositor. Such Certificates shall initially be registered on the Certificate Register in the name of the Depository or its nominee, and no Certificate Owner of such Certificates will receive a definitive certificate representing such Certificate Owner’s interest in such Certificates, except as provided in Section 6.087.08. Unless and until definitive, fully registered Certificates (“Definitive Certificates”) have been issued to the Certificate Owners of such Certificates pursuant to Section 6.087.08:
(a) the provisions of this Section shall be in full force and effect;
(b) the Depositor and Depositor, the Securities Administrator and the Trustee may deal with the Depository and the Depository Participants for all purposes (including the making of distributions) as the authorized representative of the respective Certificate Owners of such Certificates;
(c) registration of the Book-Entry Certificates may not be transferred by the Securities Administrator except to another Depository;
(d) the rights of the respective Certificate Owners of such Certificates shall be exercised only through the Depository and the Depository Participants and shall be limited to those established by law and agreements between the Owners of such Certificates and the Depository and/or the Depository Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.087.08, the Depository will make book-entry transfers among the Depository Participants and receive and transmit distributions of principal and interest on the related Certificates to such Depository Participants;
(e) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants;
(f) the Depositor, the Servicer, the Trustee, the Master Servicer and the Securities Administrator may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants; and
(g) to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount of any Class of Certificates, such direction or consent may be given by Certificate Owners (acting through the Depository and the Depository Participants) owning Book-Entry Certificates evidencing the requisite percentage of principal amount of such Class of Certificates.
Appears in 4 contracts
Sources: Pooling and Servicing Agreement (Bear Stearns Asset Backed Securities I Trust 2005-Ac4), Pooling and Servicing Agreement (Bear Stearns Asset Backed Securities I Trust 2006-Ac3), Pooling and Servicing Agreement (Bear Stearns Asset Backed Securities I Trust 2006-Ac3)
Book-Entry Certificates. The Regular Certificates, upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book- Book-Entry Certificates, to be delivered to the Depository by or on behalf of the Depositor. Such The Class C, Class P and Class R Certificates shall be definitive certificates. The Book-Entry Certificates shall initially be registered on the Certificate Register in the name of the Depository or its nominee, and no Certificate Owner of such Certificates a Book-Entry Certificate will receive a definitive certificate representing such Certificate Owner’s 's interest in such Certificates, except as provided in Section 6.085.08. Unless and until definitive, fully registered Certificates (“"Definitive Certificates”") have been issued to the Certificate Owners of such the Book-Entry Certificates pursuant to Section 6.085.08:
(a) the provisions of this Section shall be in full force and effect;
(b) the Depositor Depositor, the Securities Administrator, the NIMs Insurer and the Securities Administrator Trustee may deal with the Depository and the Depository Participants for all purposes (including the making of distributions) as the authorized representative of the respective Certificate Owners of such the Book-Entry Certificates;
(c) registration of the Book-Entry Certificates may not be transferred by the Securities Administrator except to another Depository;
(d) the rights of the respective Certificate Owners of such the Book-Entry Certificates shall be exercised only through the Depository and the Depository Participants and shall be limited to those established by law and agreements between the Owners of such the Book-Entry Certificates and the Depository and/or the Depository Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.085.08, the Depository will make book-entry transfers among the Depository Participants and receive and transmit distributions of principal and interest on the related Certificates to such Depository Participants;
(e) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants;
(f) the Depositor, the Servicer, the Trustee, the Master Servicer Securities Administrator and the Securities Administrator Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants; and
(g) to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount of any Class of Certificates, such direction or consent may be given by Certificate Owners (acting through the Depository and the Depository Participants) owning Book-Entry Certificates evidencing the requisite percentage of principal amount of such Class of Certificates. In the event that Definitive Certificates are issued pursuant to Section 5.08(b), clauses (a) through (g) of this Section 5.06 shall continue to apply with respect to all remaining Book-Entry Certificates.
Appears in 3 contracts
Sources: Pooling and Servicing Agreement (First Franklin Mortgage Loan Trust Series 2005-Ff12), Pooling and Servicing Agreement (Ownit Mortgage Loan Trust, Series 2005-5), Pooling and Servicing Agreement (First Franklin Mortgage Loan Trust Series 2005-Ff12)
Book-Entry Certificates. The (a) Each Class of Regular Certificates, upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book- Entry Certificates, to be delivered to the Depository by or on behalf of the Depositor. Such Certificates shall initially be issued as one or more Certificates registered on the Certificate Register in the name of the Depository or its nominee, and no Certificate Owner of such Certificates will receive a definitive certificate representing such Certificate Owner’s interest in such Certificatesnominee and, except as provided in Section 6.085.03(c) below, transfer of such Certificates may not be registered by the Certificate Registrar unless such transfer is to a successor Depository that agrees to hold such Certificates for the respective Certificate Owners with Ownership Interests therein. Unless Such Certificate Owners shall hold and until transfer their respective Ownership Interests in and to such Certificates through the book-entry facilities of the Depository and, except as provided in Section 5.03(c) below, shall not be entitled to definitive, fully registered Certificates (“"Definitive Certificates”") have been issued to the in respect of such Ownership Interests. All transfers by Certificate Owners of such their respective Ownership Interests in the Book-Entry Certificates pursuant to Section 6.08:
(a) the provisions of this Section shall be made in full force and effect;accordance with the procedures established by the Depository Participant or brokerage firm representing each such Certificate Owner. Each Depository Participant shall only transfer the Ownership Interests in the Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures.
(b) The Trustee, the Master Servicer, the Special Servicer, the Depositor and the Securities Administrator Certificate Registrar may for all purposes, including the making of payments due on the Book-Entry Certificates, deal with the Depository and the Depository Participants for all purposes (including the making of distributions) as the authorized representative of the respective Certificate Owners with respect to such Certificates for the purposes of such Certificates;
(c) registration exercising the rights of Certificateholders hereunder. The rights of Certificate Owners with respect to the Book-Entry Certificates may not be transferred by the Securities Administrator except to another Depository;
(d) the rights of the respective Certificate Owners of such Certificates shall be exercised only through the Depository and the Depository Participants and shall be limited to those established by law and agreements between the such Certificate Owners of such Certificates and the Depository and/or the Depository Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.08, the Depository will make book-entry transfers among the Depository Participants and receive brokerage firms representing such Certificate Owners. Multiple requests and transmit distributions directions from, and votes of, the Depository as Holder of principal the Book-Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Certificate Owners. The Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and interest on shall give notice to the related Certificates to Depository of such Depository Participants;record date.
(ec) If (i)(A) the Depositor advises the Trustee and the Certificate Registrar in writing that the Depository may collect is no longer willing or able to properly discharge its usual responsibilities with respect to a Class of the Book-Entry Certificates, and customary fees, charges and expenses from its Depository Participants;
(fB) the DepositorDepositor is unable to locate a qualified successor, or (ii) the Servicer, Depositor at its option advises the Trustee, the Master Servicer Trustee and the Securities Administrator may rely and shall be fully protected Certificate Registrar in relying upon information furnished by writing that it elects to terminate the book-entry system through the Depository with respect to its Depository Participants; and
(g) a Class of Book-Entry Certificates, the Certificate Registrar shall notify all affected Certificate Owners, through the Depository, of the occurrence of any such event and of the availability of Definitive Certificates to such Certificate Owners requesting the same. Upon surrender to the extent that Certificate Registrar of the provisions Book-Entry Certificates of this Section conflict with any other provisions Class thereof by the Depository, accompanied by registration instructions from the Depository for registration of this Agreementtransfer, the provisions Certificate Registrar shall execute, at the Depositor's expense, and the Authenticating Agent shall authenticate and deliver, the Definitive Certificates in respect of this Section such Class to the Certificate Owners identified in such instructions. The Depositor shall controlprovide the Certificate Registrar with an adequate inventory of Definitive Certificates. For None of the Depositor, the Master Servicer, the Special Servicer, the Trustee or the Certificate Registrar shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates for purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount ownership of any Class of Registered Certificates, the registered holders of such direction Definitive Certificates shall be recognized as Certificateholders hereunder and, accordingly, shall be entitled directly to receive payments on, to exercise Voting Rights with respect to, and to transfer and exchange such Definitive Certificates.
(d) Notwithstanding any other provisions contained herein, neither the Trustee nor the Certificate Registrar shall have any responsibility whatsoever to monitor or consent may be given by restrict the transfer of ownership interests in any Certificate Owners (acting including but not limited to any Non-Registered Certificate or any Subordinated Certificate) which interests are transferable through the Depository and book-entry facilities of the Depository Participants) owning Book-Entry Certificates evidencing the requisite percentage of principal amount of such Class of CertificatesDepository.
Appears in 3 contracts
Sources: Pooling and Servicing Agreement (Commercial Mortgage Pass Through Certiticates Series 1999 C2), Pooling and Servicing Agreement (Merrill Lynch Mort Inv Inc Com MRT Pas THR Cert Ser 2002 Mw1), Pooling and Servicing Agreement (Wachovia Commercial Mort Pass Thru Cert Ser 2002-C2)
Book-Entry Certificates. The Regular Certificates (other than the Class I-B Certificates and the Class B-IO Certificates), upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book- Book-Entry Certificates, to be delivered to the Depository or its agent by or on behalf of the Depositor. Such Certificates shall initially be registered on the Certificate Register in the name of the Depository or its nominee, and no Certificate Owner of such Certificates will receive a definitive certificate representing such Certificate Owner’s 's interest in such Certificates, except as provided in Section 6.08. Unless and until definitive, fully registered Certificates (“"Definitive Certificates”") have been issued to the Certificate Owners of such Certificates pursuant to Section 6.08:
(a) the provisions of this Section shall be in full force and effect;
(b) the Depositor Depositor, the Securities Administrator, the Certificate Registrar and the Securities Administrator Trustee may deal with the Depository and the Depository Participants for all purposes (including the making of distributions) as the authorized representative of the respective Certificate Owners of such Certificates;
(c) registration of the Book-Entry Certificates may not be transferred by the Securities Administrator Certificate Registrar except to another Depository;
(d) the rights of the respective Certificate Owners of such Certificates shall be exercised only through the Depository and the Depository Participants and shall be limited to those established by law and agreements between the Owners of such Certificates and the Depository and/or the Depository Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.08, the Depository will make book-entry transfers among the Depository Participants and receive and transmit distributions of principal and interest on the related Certificates to such Depository Participants;
(e) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants;
(f) the Depositor, the Servicer, the Trustee, the Master Servicer Trustee and the Securities Administrator Certificate Registrar may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants; and
(g) to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount of any Class of Certificates, such direction or consent may be given by Certificate Owners (acting through the Depository and the Depository Participants) owning Book-Entry Certificates evidencing the requisite percentage of principal amount of such Class of Certificates.
Appears in 3 contracts
Sources: Pooling and Servicing Agreement (Bears Stearns Asset Backed Securities Trust 2005-Sd2), Pooling and Servicing Agreement (Bears Stearns Asset Backed Securities Trust 2005-Sd2), Pooling and Servicing Agreement (Bears Stearns Asset Backed Securities Trust 2005-Sd2)
Book-Entry Certificates. The Regular Certificates (other than the Class A-IO Certificates), upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book- Book-Entry Certificates, to be delivered to the Depository by or on behalf of the Depositor. Such Certificates shall initially be registered on the Certificate Register in the name of the Depository or its nominee, and no Certificate Owner of such Certificates will receive a definitive certificate representing such Certificate Owner’s 's interest in such Certificates, except as provided in Section 6.085.08. Unless and until definitive, fully registered Certificates (“"Definitive Certificates”") have been issued to the Certificate Owners of such Certificates pursuant to Section 6.085.08:
(a) the provisions of this Section shall be in full force and effect;
(b) the Depositor Depositor, the Master Servicer and the Securities Administrator Trustee may deal with the Depository and the Depository Participants for all purposes (including the making of distributions) as the authorized representative of the respective Certificate Owners of such Certificates;
(c) registration of the Book-Entry Certificates may not be transferred by the Securities Administrator Trustee except to another Depository;
(d) the rights of the respective Certificate Owners of such Certificates shall be exercised only through the Depository and the Depository Participants and shall be limited to those established by law and agreements between the Owners of such Certificates and the Depository and/or the Depository Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.085.08, the Depository will make book-entry transfers among the Depository Participants and receive and transmit distributions of principal and interest on the related Certificates to such Depository Participants;
(e) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants;
(f) the Depositor, the Servicer, the Trustee, the Master Servicer and the Securities Administrator Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants; and
(g) to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount of any Class of Certificates, such direction or consent may be given by Certificate Owners (acting through the Depository and the Depository Participants) owning Book-Entry Certificates evidencing the requisite percentage of principal amount of such Class of Certificates.
Appears in 3 contracts
Sources: Pooling and Servicing Agreement (Cwabs Inc Asset Backed Certificates Series 2001-1), Pooling and Servicing Agreement (Cwabs Inc Asset Backed Certificates Series 2001-1), Pooling and Servicing Agreement (Cwabs Inc)
Book-Entry Certificates. The Regular (a) Other than in connection with the initial issuance in definitive form of the Class X-Y Certificates, upon original issuance, the Certificates (other than the Class R Certificates) shall initially be issued in the form of as one or more typewritten Certificates representing the Book- Entry Certificates, to be delivered to the Depository by or on behalf of the Depositor. Such Certificates shall initially be registered on the Certificate Register in the name of the Depository or its nominee, and no Certificate Owner of such Certificates will receive a definitive certificate representing such Certificate Owner’s interest in such Certificatesnominee and, except as provided in Section 6.085.02(b) and Section 5.03(c), a Transfer of such Certificates may not be registered by the Certificate Registrar unless such Transfer is to a successor Depository that agrees to hold such Certificates for the respective Certificate Owners with Ownership Interests therein. Unless Such Certificate Owners shall hold and until Transfer their respective Ownership Interests in and to such Certificates through the book-entry facilities of the Depository and, except as provided in Section 5.03(c) below, shall not be entitled to definitive, fully registered Certificates (“Definitive Certificates”) have been issued in respect of such Ownership Interests. The Classes of Non-Registered Certificates initially sold to Qualified Institutional Buyers in reliance on Rule 144A or in reliance on another exemption from the registration requirements of the Securities Act shall, in the case of each such Class, be represented by the Rule 144A Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. The Classes of Non-Registered Certificates initially sold to institutions that are non-United States Securities Persons in Offshore Transactions in reliance on Regulation S shall, in the case of each such Class, be represented by the Regulation S Global Certificate for such Class, which shall be deposited with the Certificate Administrator as custodian for the Depository and registered in the name of Cede & Co. as nominee of the Depository. All Transfers by Certificate Owners of such their respective Ownership Interests in the Book-Entry Certificates pursuant to Section 6.08:
(a) the provisions of this Section shall be made in full force and effect;accordance with the procedures established by the Depository Participant or brokerage firm representing each such Certificate Owner. Each Depository Participant shall only transfer the Ownership Interests in the Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository’s normal procedures.
(b) The Certificate Administrator, the Master Servicers, the Special Servicers, the Trustee, the Depositor and the Securities Administrator Certificate Registrar may for all purposes, including the making of payments due on the Book-Entry Certificates, deal with the Depository and the Depository Participants for all purposes (including the making of distributions) as the authorized representative of the respective Certificate Owners with respect to such Certificates for the purposes of such Certificates;
(c) registration exercising the rights of Certificateholders hereunder. Except as expressly provided to the contrary herein, the rights of Certificate Owners with respect to the Book-Entry Certificates may not be transferred by the Securities Administrator except to another Depository;
(d) the rights of the respective Certificate Owners of such Certificates shall be exercised only through the Depository and the Depository Participants and shall be limited to those established by law and agreements between the such Certificate Owners of such Certificates and the Depository and/or the Depository Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.08, the Depository will make book-entry transfers among the Depository Participants and receive brokerage firms representing such Certificate Owners. Multiple requests and transmit distributions directions from, and votes of, the Depository as Holder of principal the Book-Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Certificate Owners. The Certificate Administrator may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and interest on shall give notice to the related Certificates to Depository of such Depository Participants;record date.
(ec) If (i)(A) the Depositor advises the Certificate Administrator, the Trustee and the Certificate Registrar in writing that the Depository may collect is no longer willing or able to properly discharge its usual responsibilities with respect to a Class of the Book-Entry Certificates, and customary fees, charges and expenses from its Depository Participants;
(fB) the DepositorDepositor is unable to locate a qualified successor, or (ii) the Servicer, Depositor at its option advises the Trustee, the Master Servicer Certificate Administrator and the Securities Administrator may rely and shall be fully protected Certificate Registrar in relying upon information furnished by writing that it elects to terminate the book-entry system through the Depository with respect to its Depository Participants; and
(g) a Class of Book-Entry Certificates, the Certificate Registrar shall notify all affected Certificate Owners, through the Depository, of the occurrence of any such event and of the availability of Definitive Certificates to such Certificate Owners requesting the same. Upon surrender to the extent that Certificate Registrar of the provisions Book-Entry Certificates of this Section conflict with any other provisions Class thereof by the Depository, accompanied by registration instructions from the Depository for registration of this Agreementtransfer, the provisions Certificate Registrar shall execute, and the Authenticating Agent shall authenticate and deliver, the Definitive Certificates in respect of this Section such Class to the Certificate Owners identified in such instructions. None of the Depositor, the Master Servicers, the Special Servicers, the Certificate Administrator, the Trustee or the Certificate Registrar shall controlbe liable for any delay in delivery of such instructions, and each of them may conclusively rely on, and shall be protected in relying on, such instructions. For Upon the issuance of Definitive Certificates for purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount ownership of any Class of Registered Certificates, the registered holders of such direction Definitive Certificates shall be recognized as Certificateholders hereunder and, accordingly, shall be entitled directly to receive payments on, to exercise Voting Rights with respect to, and to transfer and exchange such Definitive Certificates.
(d) Notwithstanding any other provisions contained herein, neither the Certificate Administrator nor the Certificate Registrar shall have any responsibility whatsoever to monitor or consent may be given by restrict the Transfer of ownership interests in any Certificate Owners (acting including but not limited to any Non-Registered Certificate) which interests are transferable through the Depository and book-entry facilities of the Depository Participants) owning Book-Entry Certificates evidencing the requisite percentage of principal amount of such Class of CertificatesDepository.
Appears in 3 contracts
Sources: Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2014-C23), Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2014-C24), Pooling and Servicing Agreement (WFRBS Commercial Mortgage Trust 2014-C23)
Book-Entry Certificates. (a) The Regular Certificates, upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book- Entry Certificates, to be delivered to the Depository by or on behalf of the Depositor. Such Certificates shall initially be issued as one or more Certificates registered on the Certificate Register in the name of the Depository or its nomineenominee and, and no Certificate Owner except as provided in subsection (c) below, transfer of such Certificates will receive may not be registered by the Certificate Registrar unless such transfer is to a definitive certificate representing successor Depository that agrees to hold such Certificates for the respective Certificate Owner’s interest Owners with Ownership Interests therein. Such Certificate Owners shall hold and transfer their respective Ownership Interests in and to such CertificatesCertificates through the book-entry facilities of the Depository and, except as provided in Section 6.085.02(d) above or subsection (c) below, shall not be entitled to Definitive Certificates in respect of such Ownership Interests. Unless and until definitive, fully registered Certificates (“Definitive Certificates”) have been issued to the All transfers by Certificate Owners of such their respective Ownership Interests in the Book-Entry Certificates pursuant to Section 6.08:
(a) the provisions of this Section shall be made in full force and effect;accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owner. Each Depository Participant shall only transfer the Ownership Interests in the Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures.
(b) The Trustee, the Paying Agent, the Servicer, the Special Servicer, the Depositor and the Securities Administrator Certificate Registrar may for all purposes, including the making of payments due on the Book-Entry Certificates, deal with the Depository and the Depository Participants for all purposes (including the making of distributions) as the authorized representative of the respective Certificate Owners with respect to such Certificates for the purposes of such Certificates;
(c) registration exercising the rights of Certificateholders hereunder. The rights of Certificate Owners with respect to the Book-Entry Certificates may not be transferred by the Securities Administrator except to another Depository;
(d) the rights of the respective Certificate Owners of such Certificates shall be exercised only through the Depository and the Depository Participants and shall be limited to those established by law and agreements between the such Certificate Owners of such Certificates and the Depository and/or the Depository Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.08, the Depository will make book-entry transfers among the Depository Participants and receive brokerage firms representing such Certificate Owners. Multiple requests and transmit distributions directions from, and votes of, the Depository as Holder of principal the Book-Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Certificate Owners. The Paying Agent may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and interest on shall give notice to the related Depository of such record date.
(c) If (i)(A) the Depositor advises the Trustee, the Paying Agent and the Certificate Registrar in writing that the Depository is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Certificates and (B) the Depositor is unable to locate a qualified successor, or (ii) the Depositor at its option advises the Trustee, the Paying Agent and the Certificate Registrar in writing that it elects to terminate the book-entry system through the Depository, the Paying Agent shall notify the affected Certificate Owners, through the Depository with respect to all, any Class or any portion of any Class of the Certificates or (iii) the Certificate Registrar determines that Definitive Certificates are required in accordance with the provisions of Section 5.03(e), of the occurrence of any such event and of the availability of Definitive Certificates to such Depository Participants;
(e) Certificate Owners requesting the same. Upon surrender to the Certificate Registrar of the Book-Entry Certificates by the Depository may collect its usual or any custodian acting on behalf of the Depository, accompanied by registration instructions from the Depository for registration of transfer, the Certificate Registrar shall execute, and customary feesthe Authenticating Agent shall authenticate and deliver, charges and expenses from its Depository Participants;
within 5 Business Days of such request if made at the Registrar Office, or within 10 Business Days if made at the office of a transfer agent (f) other than the Certificate Registrar), the Definitive Certificates to the Certificate Owners identified in such instructions. None of the Depositor, the Servicer, the Trustee, the Master Servicer Paying Agent, the Special Servicer, the Authenticating Agent and the Securities Administrator Certificate Registrar shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be fully protected in relying upon information furnished by on, such instructions. Upon the Depository with respect to its Depository Participants; and
(g) to the extent that the provisions issuance of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control. For Definitive Certificates for purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount ownership of any Class of Certificates, the registered Holders of such direction or consent may Definitive Certificates shall be given by Certificate Owners recognized as Certificateholders hereunder and, accordingly, shall be entitled directly to receive payments on, to exercise Voting Rights with respect to, and to transfer and exchange such Definitive Certificates.
(acting through the Depository and the Depository Participantsd) owning The Book-Entry Certificates (i) shall be delivered by the Certificate Registrar to the Depository, or pursuant to the Depository's instructions, and shall be registered in the name of Cede & Co. and (ii) shall bear a legend substantially to the following effect: Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to the Certificate Registrar for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. The Book-Entry Certificates may be deposited with such other Depository as the Certificate Registrar may from time to time designate, and shall bear such legend as may be appropriate.
(e) If the Trustee has instituted or if the Special Servicer or the Servicer, on the Trustee's behalf, has been directed to institute any judicial proceeding in a court to enforce the rights of the Certificateholders under the Certificates, and the Trustee has been advised by counsel that in connection with such proceeding it is necessary or appropriate for the Trustee to obtain possession of all or any portion of the Certificates evidenced by Book-Entry Certificates, the Trustee may in its sole discretion determine that such Certificates shall no longer be represented by such Book-Entry Certificates. In such event, the Certificate Registrar will execute, the Authenticating Agent will authenticate and the Certificate Registrar will deliver, in exchange for such Book-Entry Certificates, Definitive Certificates in a Denomination equal to the aggregate Denomination of such Book-Entry Certificates to the party so requesting such Definitive Certificates. In such event, the Certificate Registrar shall notify the affected Certificate Owners and make appropriate arrangements for the effectuation of the purpose of this clause.
(f) Upon acceptance for exchange or transfer of a beneficial interest in a Book-Entry Certificate for a Definitive Certificate, as provided herein, the Certificate Registrar shall endorse on a schedule affixed to the related Book-Entry Certificate (or on a continuation of such schedule affixed to such Book-Entry Certificate and made a part thereof) an appropriate notation evidencing the requisite percentage of principal amount date of such Class exchange or transfer and a decrease in the Denomination of Certificatessuch Book-Entry Certificate equal to the Denomination of such Definitive Certificate issued in exchange therefor or upon transfer thereof.
(g) If a Holder of a Definitive Certificate wishes at any time to transfer such Certificate to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Book-Entry Certificate, such transfer may be effected only in accordance with Applicable Procedures, Section 5.02(b) and this Section 5.03(g). Upon receipt by the Certificate Registrar at the Registrar Office of (i) the Definitive Certificate to be transferred with an assignment and transfer pursuant to Section 5.02(a), and all required items pursuant to Section 5.02(b)(v), the Certificate Registrar shall cancel such Definitive Certificate, execute and deliver a new Definitive Certificate for the Denomination of the Definitive Certificate not so transferred, registered in the name of the Holder or the Holder's transferee (as instructed by the Holder), and the Certificate Registrar as custodian of the Book-Entry Certificates shall increase the Denomination of the related Book-Entry Certificate by the Denomination of the Definitive Certificate to be so transferred, and credit or cause to be credited to the account of the Person specified in such instructions a corresponding Denomination of such Book-Entry Certificate.
Appears in 3 contracts
Sources: Pooling and Servicing Agreement (Jp Morgan Chase Com Mort Sec Corp Ps THR Certs Ser 2003-Ln1), Pooling and Servicing Agreement (Jp Morgan Chase Com Mort Sec Corp Ps THR Certs Ser 2003-Ln1), Pooling and Servicing Agreement (Jp Morgan Chase Com Sec Corp Pass Thru Cert Ser 2003-Cibc6)
Book-Entry Certificates. The Regular Certificates, upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book- Book-Entry Certificates, to be delivered to the Depository by or on behalf of the Depositor. Such Certificates shall initially be issued as one or more Certificates registered on the Certificate Register in the name of the Depository or its nomineenominee and, and no Certificate Owner except as provided below, registration of such Certificates will receive a definitive certificate may not be transferred by the Trustee except to another Depository that agrees to hold such Certificates for the respective Certificate Owners with Ownership Interests therein. The Certificateholders shall hold their respective Ownership Interests in and to each of such Certificates through the book-entry facilities of the Depository and, except as provided below, shall not be entitled to Definitive Certificates in respect of such Ownership Interests. All transfers by Certificate Owners of their respective Ownership Interests in the Book-Entry Certificates shall be made in accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owner’s interest . Each Depository Participant shall transfer the Ownership Interests only in such Certificates, except as provided in Section 6.08. Unless and until definitive, fully registered the Book-Entry Certificates (“Definitive Certificates”) have been issued to the of Certificate Owners it represents or of such Certificates pursuant to Section 6.08:
(a) the provisions of this Section shall be brokerage firms for which it acts as agent in full force and effect;
(b) the Depositor and the Securities Administrator may deal accordance with the Depository and the Depository Participants Depository's normal procedures. The Trustee may for all purposes (including the making of distributionspayments due on the respective Classes of Book-Entry Certificates) deal with the Depository as the authorized representative of the respective Certificate Owners with respect to the respective Classes of such Certificates;
(c) registration of the Book-Entry Certificates may not be transferred by for the Securities Administrator except to another Depository;
(d) purposes of exercising the rights of Certificateholders hereunder. The rights of Certificate Owners with respect to the respective Certificate Owners Classes of such Book-Entry Certificates shall be exercised only through the Depository and the Depository Participants and shall be limited to those established by law and agreements between the such Certificate Owners of such Certificates and the Depository and/or the Depository Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.08, the Depository will make book-entry transfers among the Depository Participants and receive brokerage firms representing such Certificate Owners. Multiple requests and transmit distributions of principal directions from, and interest on the related Certificates to such Depository Participants;
(e) votes of, the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants;
(f) the Depositor, the Servicer, the Trustee, the Master Servicer and the Securities Administrator may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants; and
(g) to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount as Holder of any Class of Certificates, such direction or consent may be given by Certificate Owners (acting through the Depository and the Depository Participants) owning Book-Entry Certificates evidencing with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Certificate Owners. The Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and shall give notice to the requisite percentage of principal amount Depository of such Class record date. If (i)(A) the Depositor advises the Trustee in writing that the Depository is no longer willing or able to properly discharge its responsibilities as Depository and (B) the Depositor is unable to locate a qualified successor or (ii) the Depositor at its option advises the Trustee in writing that it elects to terminate the book-entry system through the Depository, or (iii) after an Event of Default under the Trust Agreement, the Certificate Owners representing not less than 51% of the Certificate Balance of the Book-Entry Certificates advise the Trustee and the Depository that the book-entry system is no longer in the best interests of such Certificate Owners, the Trustee shall notify all Certificate Owners, through the Depository, of the occurrence of any such event and of the availability of Definitive Certificates to Certificate Owners requesting the same. Upon surrender to the Trustee of the Book-Entry Certificates by the Depository, accompanied by registration instructions from the Depository for registration of transfer, the Trustee shall issue the Definitive Certificates. Neither the Depositor nor the Trustee shall be liable for any actions taken by the Depository or its nominee, including, without limitation, any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates the Trustee shall recognize the Holders of the Definitive Certificates as Certificateholders hereunder.
Appears in 3 contracts
Sources: Trust Agreement (Greenwich Capital Acceptance Inc), Trust Agreement (Greenwich Capital Acceptance Inc), Trust Agreement (Greenwich Capital Acceptance Inc)
Book-Entry Certificates. The Regular Certificates (other than the Class CE Certificates and Class P Certificates), upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book- Book-Entry Certificates, to be delivered to the Depository by or on behalf of the Depositor. Such Certificates shall initially be registered on the Certificate Register in the name of the Depository or its nominee, and no Certificate Owner of such Certificates will receive a definitive certificate representing such Certificate Owner’s interest in such Certificates, except as provided in Section 6.087.08. Unless and until definitive, fully registered Certificates (“Definitive Certificates”) have been issued to the Certificate Owners of such Certificates pursuant to Section 6.087.08:
(a) the provisions of this Section shall be in full force and effect;
(b) the Depositor and the Securities Administrator Trustee may deal with the Depository and the Depository Participants for all purposes (including the making of distributions) as the authorized representative of the respective Certificate Owners of such Certificates;
(c) registration of the Book-Entry Certificates may not be transferred by the Securities Administrator Trustee except to another Depository;
(d) the rights of the respective Certificate Owners of such Certificates shall be exercised only through the Depository and the Depository Participants and shall be limited to those established by law and agreements between the Owners of such Certificates and the Depository and/or the Depository Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.087.08, the Depository will make book-entry transfers among the Depository Participants and receive and transmit distributions of principal and interest on the related Certificates to such Depository Participants;
(e) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants;
(f) the Depositor, the Servicer, the Trustee, the Master Servicer and the Securities Administrator Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants; and
(g) to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount of any Class of Certificates, such direction or consent may be given by Certificate Owners (acting through the Depository and the Depository Participants) owning Book-Entry Certificates evidencing the requisite percentage of principal amount of such Class of Certificates. The Private Certificates shall initially be held in fully registered certificated form. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Depositor (with the assistance of the Trustee) will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. If at anytime there are to be Global Certificates, the Global Certificates shall be delivered to the Depository by the Depositor or deposited with the Trustee as custodian for the Depository. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global 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 it represents or of brokerage firms for which it acts as agent in accordance with the Depository’s normal procedures.
Appears in 3 contracts
Sources: Pooling and Servicing Agreement (Bear Stearns Asset Backed Securities I Trust 2007-He6), Pooling and Servicing Agreement (Bear Stearns Asset Backed Securities I Trust 2007-He6), Pooling and Servicing Agreement (Bear Stearns Asset Backed Securities I Trust 2007-He7)
Book-Entry Certificates. The Regular Certificates, upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book- Book-Entry Certificates, to be delivered to the Depository by or on behalf of the Depositor. Such The Class ES, Class R and Class X Certificates shall be definitive certificates. The Book-Entry Certificates shall initially be registered on the Certificate Register in the name of the Depository or its nominee, and no Certificate Owner of such Certificates a Book-Entry Certificate will receive a definitive certificate representing such Certificate Owner’s 's interest in such Certificates, except as provided in Section 6.08. Unless and until definitive, fully registered Certificates (“"Definitive Certificates”") have been issued to the Certificate Owners of such the Book-Entry Certificates pursuant to Section 6.08:
(a) the provisions of this Section shall be in full force and effect;
(b) the Depositor and Depositor, the Securities Administrator and the Trustee may deal with the Depository and the Depository Participants for all purposes (including the making of distributions) as the authorized representative of the respective Certificate Owners of such the Book-Entry Certificates;
(c) registration of the Book-Entry Certificates may not be transferred by the Securities Administrator except to another Depository;
(d) the rights of the respective Certificate Owners of such the Book-Entry Certificates shall be exercised only through the Depository and the Depository Participants and shall be limited to those established by law and agreements between the Owners of such the Book-Entry Certificates and the Depository and/or the Depository Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.08, the Depository will make book-entry transfers among the Depository Participants and receive and transmit distributions of principal and interest on the related Certificates to such Depository Participants;
(e) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants;
(f) the Depositor, the Servicer, the Trustee, the Master Servicer Securities Administrator and the Securities Administrator Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants; and
(g) to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount of any Class of Certificates, such direction or consent may be given by Certificate Owners (acting through the Depository and the Depository Participants) owning Book-Entry Certificates evidencing the requisite percentage of principal amount of such Class of Certificates.
Appears in 3 contracts
Sources: Pooling and Servicing Agreement (Terwin Mortgage Trust, Series TMTS 2005-14he), Pooling and Servicing Agreement (Terwin Mortgage Trust, Series TMTS 2005-10he), Pooling and Servicing Agreement (Terwin Mortgage Trust, Series TMTS 2005-12alt)
Book-Entry Certificates. The Regular Trust Certificates, upon ----------------------- original issuance, shall will be issued in the form of one a typewritten Trust Certificate or more typewritten Trust Certificates representing the Book- Book-Entry Certificates, to be delivered to The Depository Trust Company, the Depository by initial Clearing Agency, by, or on behalf of of, the DepositorTrust. Such Book-Entry Certificate or Book-Entry Certificates shall initially be registered on the Certificate Register in the name of Cede & Co., the Depository or its nomineenominee of the initial Clearing Agency, and no Certificate Owner of such Certificates owner will receive a definitive certificate Definitive Certificate representing such Certificate Owner’s 's interest in such CertificatesTrust Certificate, except as provided in Section 6.083.12. Unless and until definitive, fully registered Trust Certificates (“the "Definitive Certificates”") have been issued to the Certificate Owners of such Certificates owners pursuant to Section 6.083.12:
(ai) the provisions of this Section shall be in full force and effect;
(bii) the Depositor Certificate Registrar and the Securities Administrator may Eligible Lender Trustee shall be entitled to deal with the Depository and the Depository Participants Clearing Agency for all purposes of this Agreement (including the making of distributions) as the authorized representative of the respective Certificate Owners of such Certificates;
(c) registration of the Book-Entry Certificates may not be transferred by the Securities Administrator except to another Depository;
(d) the rights of the respective Certificate Owners of such Certificates shall be exercised only through the Depository and the Depository Participants and shall be limited to those established by law and agreements between the Owners of such Certificates and the Depository and/or the Depository Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.08, the Depository will make book-entry transfers among the Depository Participants and receive and transmit distributions payment of principal of and interest on the related Trust Certificates and the giving of instructions or directions hereunder) as the sole Certificateholder and shall have no obligation to such Depository Participantsthe Certificate owners;
(e) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants;
(f) the Depositor, the Servicer, the Trustee, the Master Servicer and the Securities Administrator may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants; and
(giii) to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control;
(iv) the rights of Certificate Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency and/or the Clearing Agency Participants. For purposes Pursuant to the Certificate Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 3.12, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distribution in respect of any provision of the Certificate Balance and return on the Trust Certificates to such Clearing Agency Participants; and
(v) whenever this Agreement requiring requires or permitting permits actions with the consent of, to be taken based upon instructions or at the direction of, directions of Certificateholders of Trust Certificates evidencing a specified percentage of the aggregate unpaid principal amount of any Class of CertificatesCertificate Balance, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Certificate Owners and/or Clearing Agency Participants owning or representing, respectively, such direction or consent may be given by Certificate Owners (acting through the Depository and the Depository Participants) owning Book-Entry Certificates evidencing the requisite required percentage of principal amount of the beneficial interest in the Trust Certificates and has delivered such Class of Certificatesinstructions to the Eligible Lender Trustee.
Appears in 3 contracts
Sources: Trust Agreement (SLM Funding Corp), Trust Agreement (SLM Funding Corp), Trust Agreement (SLM Funding Corp)
Book-Entry Certificates. (a) The Regular Certificates, upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book- Entry Certificates, to be delivered to the Depository by or on behalf of the Depositor. Such Certificates shall initially be issued as one or more Certificates registered on the Certificate Register in the name of the Depository or its nomineenominee and, and no Certificate Owner except as provided in subsection (c) below, transfer of such Certificates will receive may not be registered by the Certificate Registrar unless such transfer is to a definitive certificate representing successor depository that agrees to hold such Certificates for the respective Certificate Owner’s interest Owners with Ownership Interests therein. Such Certificate Owners shall hold and transfer their respective Ownership Interests in and to such CertificatesCertificates through the book-entry facilities of the Depository and, except as provided in Section 6.085.02(d) above or subsection (c) below, shall not be entitled to Definitive Certificates in respect of such Ownership Interests. Unless and until definitive, fully registered Certificates (“Definitive Certificates”) have been issued to the All transfers by Certificate Owners of such their respective Ownership Interests in the Book-Entry Certificates pursuant to Section 6.08:
(a) the provisions of this Section shall be made in full force and effect;accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owner. Each Depository Participant shall only transfer the Ownership Interests in the Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures.
(b) The Trustee, the Paying Agent, the Master Servicer, the Special Servicer, the Depositor and the Securities Administrator Certificate Registrar may for all purposes, including the making of payments due on the Book-Entry Certificates, deal with the Depository and the Depository Participants for all purposes (including the making of distributions) as the authorized representative of the respective Certificate Owners with respect to such Certificates for the purposes of such Certificates;
(c) registration exercising the rights of Certificateholders hereunder. The rights of Certificate Owners with respect to the Book-Entry Certificates may not be transferred by the Securities Administrator except to another Depository;
(d) the rights of the respective Certificate Owners of such Certificates shall be exercised only through the Depository and the Depository Participants and shall be limited to those established by law and agreements between the such Certificate Owners of such Certificates and the Depository and/or the Depository Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.08, the Depository will make book-entry transfers among the Depository Participants and receive brokerage firms representing such Certificate Owners. Multiple requests and transmit distributions directions from, and votes of, the Depository as Holder of principal the Book-Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Certificate Owners. The Paying Agent may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and interest on shall give notice to the related Depository of such record date.
(c) If (i)(A) the Depositor advises the Trustee, the Paying Agent and the Certificate Registrar in writing that the Depository is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Certificates and (B) the Depositor is unable to locate a qualified successor, or (ii) the Depositor at its option advises the Trustee, the Paying Agent and the Certificate Registrar in writing that it elects to terminate the book-entry system through the Depository, the Paying Agent shall notify the affected Certificate Owners, through the Depository with respect to all, any Class or any portion of any Class of the Certificates or (iii) the Certificate Registrar determines that Definitive Certificates are required in accordance with the provisions of Section 5.03(e), of the occurrence of any such event and of the availability of Definitive Certificates to such Depository Participants;
(e) Certificate Owners requesting the same. Upon surrender to the Certificate Registrar of the Book-Entry Certificates by the Depository may collect its usual or any custodian acting on behalf of the Depository, accompanied by registration instructions from the Depository for registration of transfer, the Certificate Registrar shall execute, and customary feesthe Authenticating Agent shall authenticate and deliver, charges and expenses from its Depository Participants;
within 5 Business Days of such request if made at the Registrar Office, or within 10 Business Days if made at the office of a transfer agent (f) other than the Certificate Registrar), the Definitive Certificates to the Certificate Owners identified in such instructions. None of the Depositor, the Master Servicer, the Trustee, the Master Servicer Paying Agent, the Special Servicer, the Authenticating Agent and the Securities Administrator Certificate Registrar shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be fully protected in relying upon information furnished by on, such instructions. Upon the Depository with respect to its Depository Participants; and
(g) to the extent that the provisions issuance of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control. For Definitive Certificates for purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount ownership of any Class of Certificates, the registered Holders of such direction or consent may Definitive Certificates shall be given by Certificate Owners recognized as Certificateholders hereunder and, accordingly, shall be entitled directly to receive payments on, to exercise Voting Rights with respect to, and to transfer and exchange such Definitive Certificates.
(acting through the Depository and the Depository Participantsd) owning The Book-Entry Certificates (i) shall be delivered by the Certificate Registrar to the Depository, or pursuant to the Depository's instructions, and shall be registered in the name of Cede & Co. and (ii) shall bear a legend substantially to the following effect: Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to the Certificate Registrar for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. The Book-Entry Certificates may be deposited with such other Depository as the Certificate Registrar may from time to time designate, and shall bear such legend as may be appropriate.
(e) If the Trustee has instituted or if the Special Servicer or the Master Servicer, on the Trustee's behalf, has been directed to institute any judicial proceeding in a court to enforce the rights of the Certificateholders under the Certificates, and the Trustee has been advised by counsel that in connection with such proceeding it is necessary or appropriate for the Trustee to obtain possession of all or any portion of the Certificates evidenced by Book-Entry Certificates, the Trustee may in its sole discretion determine that such Certificates shall no longer be represented by such Book-Entry Certificates. In such event, the Certificate Registrar will execute, the Authenticating Agent will authenticate and the Certificate Registrar will deliver, in exchange for such Book-Entry Certificates, Definitive Certificates in a Denomination equal to the aggregate Denomination of such Book-Entry Certificates to the party so requesting such Definitive Certificates. In such event, the Certificate Registrar shall notify the affected Certificate Owners and make appropriate arrangements for the effectuation of the purpose of this clause.
(f) Upon acceptance for exchange or transfer of a beneficial interest in a Book-Entry Certificate for a Definitive Certificate, as provided herein, the Certificate Registrar shall endorse on a schedule affixed to the related Book-Entry Certificate (or on a continuation of such schedule affixed to such Book-Entry Certificate and made a part thereof) an appropriate notation evidencing the requisite percentage of principal amount date of such exchange or transfer and a decrease in the Denomination of such Book-Entry Certificate equal to the Denomination of such Definitive Certificate issued in exchange therefor or upon transfer thereof.
(g) If a Holder of a Definitive Certificate (other than a Definitive Certificate that is a Class S Certificate) wishes at any time to transfer such Certificate to a Person who wishes to take delivery thereof in the form of Certificatesa beneficial interest in the Book-Entry Certificate, such transfer may be effected only in accordance with Applicable Procedures, Section 5.02(b) and this Section 5.03(g). Upon receipt by the Certificate Registrar at the Registrar Office of (i) the Definitive Certificate to be transferred with an assignment and transfer pursuant to Section 5.02(a), and all required items pursuant to Section 5.02(b)(v), the Certificate Registrar shall cancel such Definitive Certificate, execute and deliver a new Definitive Certificate for the Denomination of the Definitive Certificate not so transferred, registered in the name of the Holder or the Holder's transferee (as instructed by the Holder), and the Certificate Registrar as custodian of the Book-Entry Certificates shall increase the Denomination of the related Book-Entry Certificate by the Denomination of the Definitive Certificate to be so transferred, and credit or cause to be credited to the account of the Person specified in such instructions a corresponding Denomination of such Book-Entry Certificate.
Appears in 3 contracts
Sources: Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Corp. Commercial Mortgage Pass-Through Certificates, Series 2004-C3), 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)
Book-Entry Certificates. The Regular Certificates, upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book- Book-Entry Certificates, to be delivered to the Depository by or on behalf of the Depositor. Such The Book-Entry Certificates shall initially be registered on the Certificate Register in the name of the Depository or its nominee, and no Certificate Owner of such Certificates a Book-Entry Certificate will receive a definitive certificate representing such Certificate Owner’s 's interest in such Certificates, except as provided in Section 6.085.08. Unless and until definitive, fully registered Certificates (“"Definitive Certificates”") have been issued to the Certificate Owners of such the Book-Entry Certificates pursuant to Section 6.085.08:
(a) the provisions of this Section shall be in full force and effect;
(b) the Depositor Depositor, the Securities Administrator, the NIMs Insurer and the Securities Administrator Trustee may deal with the Depository and the Depository Participants for all purposes (including the making of distributions) as the authorized representative of the respective Certificate Owners of such the Book-Entry Certificates;
(c) registration of the Book-Entry Certificates may not be transferred by the Securities Administrator except to another Depository;
(d) the rights of the respective Certificate Owners of such the Book-Entry Certificates shall be exercised only through the Depository and the Depository Participants and shall be limited to those established by law and agreements between the Owners of such the Book-Entry Certificates and the Depository and/or the Depository Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.085.08, the Depository will make book-entry transfers among the Depository Participants and receive and transmit distributions of principal and interest on the related Certificates to such Depository Participants;
(e) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants;
(f) the Depositor, the Servicer, the Trustee, the Master Servicer Securities Administrator and the Securities Administrator Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants; and
(g) to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount of any Class of Certificates, such direction or consent may be given by Certificate Owners (acting through the Depository and the Depository Participants) owning Book-Entry Certificates evidencing the requisite percentage of principal amount of such Class of Certificates.
Appears in 3 contracts
Sources: Pooling and Servicing Agreement (Merrill Lynch Mortgage Investors, Inc. Ownit 2005-1), Pooling and Servicing Agreement (Mortgage Loan Asset-Backed Certificates, Series 2005-3), Pooling and Servicing Agreement (Merrill Lynch Mortgage Investors Ownit Series 2005-2)
Book-Entry Certificates. The Regular Certificates, upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book- Book-Entry Certificates, to be delivered to the Depository by or on behalf of the Depositor. Such Certificates shall initially be registered on the Certificate Register in the name of the Depository or its nominee, and no Certificate Owner of such Certificates will receive a definitive certificate representing such Certificate Owner’s 's interest in such Certificates, except as provided in Section 6.08. Unless and until definitive, fully registered Certificates (“"Definitive Certificates”") have been issued to the Certificate Owners of such Certificates pursuant to Section 6.08:
(a) the provisions of this Section shall be in full force and effect;
(b) the Depositor and the Securities Administrator Trustee may deal with the Depository and the Depository Participants for all purposes (including the making of distributions) as the authorized representative of the respective Certificate Owners of such Certificates;
(c) registration of the Book-Entry Certificates may not be transferred by the Securities Administrator Trustee except to another Depository;
(d) the rights of the respective Certificate Owners of such Certificates shall be exercised only through the Depository and the Depository Participants and shall be limited to those established by law and agreements between the Owners of such Certificates and the Depository and/or the Depository Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.08, the Depository will make book-entry transfers among the Depository Participants and receive and transmit distributions of principal and interest on the related Certificates to such Depository Participants;
(e) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants;
(f) the Depositor, the Servicer, the Trustee, the Master Servicer and the Securities Administrator Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants; and
(g) to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount of any Class of Certificates, such direction or consent may be given by Certificate Owners (acting through the Depository and the Depository Participants) owning Book-Entry Certificates evidencing the requisite percentage of principal amount of such Class of Certificates.
Appears in 3 contracts
Sources: Pooling and Servicing Agreement (Bear Stearns Asset Backed Certificates Series 2004-He2), Pooling and Servicing Agreement (Bear Stearns Asst Asset Backed Certs Ser 2003 He1), Pooling and Servicing Agreement (Asset-Backed Certificates Series 2004-He1)
Book-Entry Certificates. (a) The Regular Certificates, upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book- Entry Certificates, to be delivered to the Depository by or on behalf of the Depositor. Such Certificates shall initially be issued as one or more Certificates registered on the Certificate Register in the name of the Depository or its nomineenominee and, and no Certificate Owner except as provided in subsection (c) below, transfer of such Certificates will receive may not be registered by the Certificate Registrar unless such transfer is to a definitive certificate representing successor Depository that agrees to hold such Certificates for the respective Certificate Owner’s interest Owners with Ownership Interests therein. Such Certificate Owners shall hold and transfer their respective Ownership Interests in and to such CertificatesCertificates through the book-entry facilities of the Depository and, except as provided in Section 6.085.02(d) above or subsection (c) below, shall not be entitled to Definitive Certificates in respect of such Ownership Interests. Unless and until definitive, fully registered Certificates (“Definitive Certificates”) have been issued to the All transfers by Certificate Owners of such their respective Ownership Interests in the Book-Entry Certificates pursuant to Section 6.08:
(a) the provisions of this Section shall be made in full force and effect;accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owner. Each Depository Participant shall only transfer the Ownership Interests in the Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures.
(b) The Trustee, the Paying Agent, the Master Servicer, the Special Servicer, the Depositor and the Securities Administrator Certificate Registrar may for all purposes, including the making of payments due on the Book-Entry Certificates, deal with the Depository and the Depository Participants for all purposes (including the making of distributions) as the authorized representative of the respective Certificate Owners with respect to such Certificates for the purposes of such Certificates;
(c) registration exercising the rights of Certificateholders hereunder. The rights of Certificate Owners with respect to the Book-Entry Certificates may not be transferred by the Securities Administrator except to another Depository;
(d) the rights of the respective Certificate Owners of such Certificates shall be exercised only through the Depository and the Depository Participants and shall be limited to those established by law and agreements between the such Certificate Owners of such Certificates and the Depository and/or the Depository Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.08, the Depository will make book-entry transfers among the Depository Participants and receive brokerage firms representing such Certificate Owners. Multiple requests and transmit distributions directions from, and votes of, the Depository as Holder of principal the Book-Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Certificate Owners. The Paying Agent may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and interest on shall give notice to the related Depository of such record date.
(c) If (i)(A) the Depositor advises the Trustee, the Paying Agent and the Certificate Registrar in writing that the Depository is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Certificates and (B) the Depositor is unable to locate a qualified successor, or (ii) the Depositor at its option advises the Trustee, the Paying Agent and the Certificate Registrar in writing that it elects to terminate the book-entry system through the Depository, the Paying Agent shall notify the affected Certificate Owners, through the Depository with respect to all, any Class or any portion of any Class of the Certificates or (iii) the Certificate Registrar determines that Definitive Certificates are required in accordance with the provisions of Section 5.03(e), of the occurrence of any such event and of the availability of Definitive Certificates to such Depository Participants;
(e) Certificate Owners requesting the same. Upon surrender to the Certificate Registrar of the Book-Entry Certificates by the Depository may collect its usual or any custodian acting on behalf of the Depository, accompanied by registration instructions from the Depository for registration of transfer, the Certificate Registrar shall execute, and customary feesthe Authenticating Agent shall authenticate and deliver, charges and expenses from its Depository Participants;
within 5 Business Days of such request if made at the Registrar Office, or within 10 Business Days if made at the office of a transfer agent (f) other than the Certificate Registrar), the Definitive Certificates to the Certificate Owners identified in such instructions. None of the Depositor, the Master Servicer, the Trustee, the Master Servicer Paying Agent, the Special Servicer, the Authenticating Agent and the Securities Administrator Certificate Registrar shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be fully protected in relying upon information furnished by on, such instructions. Upon the Depository with respect to its Depository Participants; and
(g) to the extent that the provisions issuance of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control. For Definitive Certificates for purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount ownership of any Class of Certificates, the registered Holders of such direction or consent may Definitive Certificates shall be given by Certificate Owners recognized as Certificateholders hereunder and, accordingly, shall be entitled directly to receive payments on, to exercise Voting Rights with respect to, and to transfer and exchange such Definitive Certificates.
(acting through the Depository and the Depository Participantsd) owning The Book-Entry Certificates (i) shall be delivered by the Certificate Registrar to the Depository, or pursuant to the Depository's instructions, and shall be registered in the name of Cede & Co. and (ii) shall bear a legend substantially to the following effect: Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to the Certificate Registrar for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. The Book-Entry Certificates may be deposited with such other Depository as the Certificate Registrar may from time to time designate, and shall bear such legend as may be appropriate.
(e) If the Trustee has instituted or if the Special Servicer or the Master Servicer, on the Trustee's behalf, has been directed to institute any judicial proceeding in a court to enforce the rights of the Certificateholders under the Certificates, and the Trustee has been advised by counsel that in connection with such proceeding it is necessary or appropriate for the Trustee to obtain possession of all or any portion of the Certificates evidenced by Book-Entry Certificates, the Trustee may in its sole discretion determine that such Certificates shall no longer be represented by such Book-Entry Certificates. In such event, the Certificate Registrar will execute, the Authenticating Agent will authenticate and the Certificate Registrar will deliver, in exchange for such Book-Entry Certificates, Definitive Certificates in a Denomination equal to the aggregate Denomination of such Book-Entry Certificates to the party so requesting such Definitive Certificates. In such event, the Certificate Registrar shall notify the affected Certificate Owners and make appropriate arrangements for the effectuation of the purpose of this clause.
(f) Upon acceptance for exchange or transfer of a beneficial interest in a Book-Entry Certificate for a Definitive Certificate, as provided herein, the Certificate Registrar shall endorse on a schedule affixed to the related Book-Entry Certificate (or on a continuation of such schedule affixed to such Book-Entry Certificate and made a part thereof) an appropriate notation evidencing the requisite percentage of principal amount date of such Class exchange or transfer and a decrease in the Denomination of Certificatessuch Book-Entry Certificate equal to the Denomination of such Definitive Certificate issued in exchange therefor or upon transfer thereof.
(g) If a Holder of a Definitive Certificate wishes at any time to transfer such Certificate to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Book-Entry Certificate, such transfer may be effected only in accordance with Applicable Procedures, Section 5.02(b) and this Section 5.03(g). Upon receipt by the Certificate Registrar at the Registrar Office of (i) the Definitive Certificate to be transferred with an assignment and transfer pursuant to Section 5.02(a), and all required items pursuant to Section 5.02(b)(v), the Certificate Registrar shall cancel such Definitive Certificate, execute and deliver a new Definitive Certificate for the Denomination of the Definitive Certificate not so transferred, registered in the name of the Holder or the Holder's transferee (as instructed by the Holder), and the Certificate Registrar as custodian of the Book-Entry Certificates shall increase the Denomination of the related Book-Entry Certificate by the Denomination of the Definitive Certificate to be so transferred, and credit or cause to be credited to the account of the Person specified in such instructions a corresponding Denomination of such Book-Entry Certificate.
Appears in 3 contracts
Sources: Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2006-Cibc17), Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Corp. Commercial Mortgage Pass-Through Certificates, Series 2004-C2), Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2007-Cibc20)
Book-Entry Certificates. The Regular Offered Certificates, upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book- Book-Entry Certificates, to be delivered to the Depository by or on behalf of the Depositor. Such Certificates shall initially be registered on the Certificate Register in the name of the Depository or its nominee, and no Certificate Owner of such Certificates will receive a definitive certificate representing such Certificate Owner’s interest in such Certificates, except as provided in Section 6.087.08. Unless and until definitive, fully registered Certificates (“Definitive Certificates”) have been issued to the Certificate Owners of such Certificates pursuant to Section 6.087.08:
(a) the provisions of this Section shall be in full force and effect;
(b) the Depositor and Depositor, the Securities Administrator and the Trustee may deal with the Depository and the Depository Participants for all purposes (including the making of distributions) as the authorized representative of the respective Certificate Owners of such Certificates;
(c) registration of the Book-Entry Certificates may not be transferred by the Securities Administrator Trustee except to another Depository;
(d) the rights of the respective Certificate Owners of such Certificates shall be exercised only through the Depository and the Depository Participants and shall be limited to those established by law and agreements between the Owners of such Certificates and the Depository and/or the Depository Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.087.08, the Depository will make book-book- entry transfers among the Depository Participants and receive and transmit distributions of principal and interest on the related Certificates to such Depository Participants;
(e) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants;
(f) the Depositor, the Servicer, the Trustee, the Master Servicer and the Securities Administrator may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants; and
(g) to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount of any Class of Certificates, such direction or consent may be given by Certificate Owners (acting through the Depository and the Depository Participants) owning Book-Entry Certificates evidencing the requisite percentage of principal amount of such Class of Certificates. The Private Certificates shall initially be held in fully registered certificated form. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Depositor (with the assistance of the Trustee) will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. If at anytime there are to be Global Certificates, the Global Certificates shall be delivered to the Depository by the Depositor or deposited with the Trustee as custodian for the Depository. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global 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 it represents or of brokerage firms for which it acts as agent in accordance with the Depository’s normal procedures.
Appears in 3 contracts
Sources: Pooling and Servicing Agreement (Bear Stearns Asset Backed Securities I Trust 2005-Ac5), Pooling and Servicing Agreement (Bear Stearns Asset Backed Securities I Trust 2005-Ac6), Pooling and Servicing Agreement (Bear Stearns Asset Backed Securities I Trust 2005-Ac5)
Book-Entry Certificates. The Regular Certificates, upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book- Entry Certificates, to be delivered to the Depository by or on behalf of the Depositor. Such Certificates shall initially be registered on the Certificate Register in the name of the Depository or its nominee, and no Certificate Owner of such Certificates will receive a definitive certificate representing such Certificate Owner’s 's interest in such Certificates, except as provided in Section 6.087.08. Unless and until definitive, fully registered Certificates (“"Definitive Certificates”") have been issued to the Certificate Owners of such Certificates pursuant to Section 6.087.08:
(a) the provisions of this Section shall be in full force and effect;
(b) the Depositor and Depositor, the Securities Administrator and the Trustee may deal with the Depository and the Depository Participants for all purposes (including the making of distributions) as the authorized representative of the respective Certificate Owners of such Certificates;
(c) registration of the Book-Entry Certificates may not be transferred by the Securities Administrator Trustee except to another Depository;
(d) the rights of the respective Certificate Owners of such Certificates shall be exercised only through the Depository and the Depository Participants and shall be limited to those established by law and agreements between the Owners of such Certificates and the Depository and/or the Depository Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.087.08, the Depository will make book-book- entry transfers among the Depository Participants and receive and transmit distributions of principal and interest on the related Certificates to such Depository Participants;
(e) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants;
(f) the Depositor, the Servicer, the Trustee, the Master Servicer and the Securities Administrator Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants; and
(g) to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount of any Class of Certificates, such direction or consent may be given by Certificate Owners (acting through the Depository and the Depository Participants) owning Book-Entry Certificates evidencing the requisite percentage of principal amount of such Class of Certificates.
Appears in 3 contracts
Sources: Pooling and Servicing Agreement (Bear Stearns Asset Backed Certs Ser 2003-Ac7), Pooling and Servicing Agreement (Bear Stearns Asset Backed Certs Series 2003-Ac6), Pooling and Servicing Agreement (Bear Stearns Asset Backed Securities Trust 2004 Ac1)
Book-Entry Certificates. The Regular Certificates, other than the Private Certificates upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book- Book-Entry Certificates, to be delivered to the Depository by or on behalf of the Depositor. Such Certificates shall initially be registered on the Certificate Register in the name of the Depository or its nominee, and no Certificate Owner of such Certificates will receive a definitive certificate representing such Certificate Owner’s interest in such Certificates, except as provided in Section 6.08. Unless and until definitive, fully registered Certificates (“Definitive Certificates”) have been issued to the Certificate Owners of such Certificates pursuant to Section 6.08:
(a) the provisions of this Section shall be in full force and effect;
(b) the Depositor Depositor, the Trustee and the Securities Administrator may deal with the Depository and the Depository Participants for all purposes (including the making of distributions) as the authorized representative of the respective Certificate Owners of such Certificates;
(c) registration of the Book-Entry Certificates may not be transferred by the Trustee or the Securities Administrator except to another Depository;
(d) the rights of the respective Certificate Owners of such Certificates shall be exercised only through the Depository and the Depository Participants and shall be limited to those established by law and agreements between the Owners of such Certificates and the Depository and/or the Depository Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.08, the Depository will make book-entry transfers among the Depository Participants and receive and transmit distributions of principal and interest on the related Certificates to such Depository Participants;
(e) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants;
(f) the Depositor, the Servicer, the Trustee, the Master Servicer Securities Administrator and the Securities Administrator Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants; and
(g) to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control. As of the Closing Date, the Private Certificates shall be Definitive Certificates. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount of any Class of Certificates, such direction or consent may be given by Certificate Owners (acting through the Depository and the Depository Participants) owning Book-Entry Certificates evidencing the requisite percentage of principal amount of such Class of Certificates.
Appears in 3 contracts
Sources: Pooling and Servicing Agreement (Nomura Asset Acceptance Corporation, Alternative Loan Trust, Series 2005-S2), Pooling and Servicing Agreement (Nomura Asset Acceptance Corp), Pooling and Servicing Agreement (Nomura Asset Acceptance Corp)
Book-Entry Certificates. (a) The Regular Certificates, upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book- Entry Certificates, to be delivered to the Depository by or on behalf of the Depositor. Such Certificates shall initially be issued as one or more Certificates registered on the Certificate Register in the name of the Depository or its nomineenominee and, and no Certificate Owner except as provided in subsection (c) below, transfer of such Certificates will receive may not be registered by the Certificate Registrar unless such transfer is to a definitive certificate representing successor Depository that agrees to hold such Certificates for the respective Certificate Owner’s interest Owners with Ownership Interests therein. Such Certificate Owners shall hold and transfer their respective Ownership Interests in and to such CertificatesCertificates through the book-entry facilities of the Depository and, except as provided in Section 6.085.02(e) above or subsection (c) below, shall not be entitled to Definitive Certificates in respect of such Ownership Interests. Unless and until definitive, fully registered Certificates (“Definitive Certificates”) have been issued to the All transfers by Certificate Owners of such their respective Ownership Interests in the Book-Entry Certificates pursuant to Section 6.08:
(a) the provisions of this Section shall be made in full force and effect;accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owner. Each Depository Participant shall only transfer the Ownership Interests in the Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures.
(b) The Trustee, the Servicer, the Special Servicer, the Paying Agent, the Depositor and the Securities Administrator Certificate Registrar may for all purposes, including the making of payments due on the Book-Entry Certificates, deal with the Depository and the Depository Participants for all purposes (including the making of distributions) as the authorized representative of the respective Certificate Owners with respect to such Certificates for the purposes of such Certificates;
(c) registration exercising the rights of Certificateholders hereunder. The rights of Certificate Owners with respect to the Book-Entry Certificates may not be transferred by the Securities Administrator except to another Depository;
(d) the rights of the respective Certificate Owners of such Certificates shall be exercised only through the Depository and the Depository Participants and shall be limited to those established by law and agreements between the such Certificate Owners of such Certificates and the Depository and/or the Depository Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.08, the Depository will make book-entry transfers among the Depository Participants and receive brokerage firms representing such Certificate Owners. Multiple requests and transmit distributions directions from, and votes of, the Depository as Holder of principal the Book-Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Certificate Owners. The Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and interest on shall give notice to the related Depository of such record date.
(c) If (i)(A) the Depositor advises the Trustee, the Paying Agent and the Certificate Registrar in writing that the Depository is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Certificates and (B) the Depositor is unable to locate a qualified successor, or (ii) the Depositor at its option advises the Trustee, the Paying Agent and the Certificate Registrar in writing that it elects to terminate the book-entry system through the Depository, the Paying Agent shall notify the affected Certificate Owners, through the Depository with respect to all, any Class or any portion of any Class of the Certificates or (iii) the Trustee determines that Definitive Certificates are required in accordance with the provisions of Section 5.03(e), of the occurrence of any such event and of the availability of Definitive Certificates to such Depository Participants;
(e) Certificate Owners requesting the same. Upon surrender to the Certificate Registrar of the Book-Entry Certificates by the Depository may collect its usual or any custodian acting on behalf of the Depository, accompanied by registration instructions from the Depository for registration of transfer, the Certificate Registrar shall execute, and customary feesthe Authenticating Agent shall authenticate and deliver, charges and expenses from its Depository Participants;
within 5 Business Days of such request if made at the Registrar Office, or within 10 Business Days if made at the office of a transfer agent (f) other than the Certificate Registrar), the Definitive Certificates to the Certificate Owners identified in such instructions. None of the Depositor, the Paying Agent, the Servicer, the Trustee, the Master Servicer Special Servicer, the Authenticating Agent and the Securities Administrator Certificate Registrar shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be fully protected in relying upon information furnished by on, such instructions. Upon the Depository with respect to its Depository Participants; and
(g) to the extent that the provisions issuance of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control. For Definitive Certificates for purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount ownership of any Class of Certificates, the registered Holders of such direction or consent may Definitive Certificates shall be given by Certificate Owners recognized as Certificateholders hereunder and, accordingly, shall be entitled directly to receive payments on, to exercise Voting Rights with respect to, and to transfer and exchange such Definitive Certificates.
(acting through the Depository and the Depository Participantsd) owning The Book-Entry Certificates (i) shall be delivered by the Certificate Registrar to the Depository, or pursuant to the Depository's instructions, and shall be registered in the name of Cede & Co. and (ii) shall bear a legend substantially to the following effect: Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to the Certificate Registrar for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. The Book-Entry Certificates may be deposited with such other Depository as the Certificate Registrar may from time to time designate, and shall bear such legend as may be appropriate.
(e) If the Trustee has instituted or has been directed to institute any judicial proceeding in a court to enforce the rights of the Certificateholders under the Certificates, and the Trustee has been advised by counsel that in connection with such proceeding it is necessary or appropriate for the Trustee to obtain possession of all or any portion of the Certificates evidenced by Book-Entry Certificates, the Trustee may in its sole discretion determine that such Certificates shall no longer be represented by such Book-Entry Certificates. In such event, the Certificate Registrar will execute, the Authenticating Agent will authenticate and the Certificate Registrar will deliver, in exchange for such Book-Entry Certificates, Definitive Certificates in a Denomination equal to the aggregate Denomination of such Book-Entry Certificates to the party so requesting such Definitive Certificates. In such event, the Trustee shall notify the affected Certificate Owners and make appropriate arrangements for the effectuation of the purpose of this clause.
(f) Upon acceptance for exchange or transfer of a beneficial interest in a Book-Entry Certificate for a Definitive Certificate, as provided herein, the Certificate Registrar shall endorse on a schedule affixed to the related Book-Entry Certificate (or on a continuation of such schedule affixed to such Book-Entry Certificate and made a part thereof) an appropriate notation evidencing the requisite percentage of principal amount date of such Class exchange or transfer and a decrease in the Denomination of Certificatessuch Book-Entry Certificate equal to the Denomination of such Definitive Certificate issued in exchange therefor or upon transfer thereof.
(g) If a Holder of a Definitive Certificate wishes at any time to transfer such Certificate to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Book-Entry Certificate, such transfer may be effected only in accordance with Depository Rules and this Section 5.03(g). Upon receipt by the Certificate Registrar at the Registrar Office of (i) the Definitive Certificate to be transferred with an assignment and transfer pursuant to Section 5.02(a), (ii) written instructions given in accordance with Depository Rules directing the Certificate Registrar to credit or cause to be credited to another account a beneficial interest in the related Book-Entry Certificate, in an amount equal to the Denomination of the Definitive Certificate to be so transferred, (iii) a written order given in accordance with the Depository Rules containing information regarding the account to be credited with such beneficial interest and (iv) if the affected Certificate is a Non-Registered Certificate an Investment Representation Letter from the transferee to the effect that such transferee is a Qualified Institutional Buyer, the Certificate Registrar shall cancel such Definitive Certificate, execute and deliver a new Definitive Certificate for the Denomination of the Definitive Certificate not so transferred, registered in the name of the Holder or the Holder's transferee (as instructed by the Holder), and the Certificate Registrar shall instruct the Depository or the custodian holding such Book-Entry Certificate on behalf of the Depository to increase the Denomination of the related Book-Entry Certificate by the Denomination of the Definitive Certificate to be so transferred, and to credit or cause to be credited to the account of the Person specified in such instructions a corresponding Denomination of such Book-Entry Certificate.
Appears in 3 contracts
Sources: Pooling and Servicing Agreement (Chase Commercial Mortgage Securities Corp), Pooling and Servicing Agreement (Chase Manhattan Bk First Union Na Bk Com Mor Tr Ser 1999-1), Pooling and Servicing Agreement (Chase Commercial Mortgage Securities Corp)
Book-Entry Certificates. The Regular Certificates, upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book- Book-Entry Certificates, to be delivered to the Depository by or on behalf of the Depositor. Such The Class C, Class P and Class R Certificates shall be definitive certificates. The Book-Entry Certificates shall initially be registered on the Certificate Register in the name of the Depository or its nominee, and no Certificate Owner of such Certificates a Book-Entry Certificate will receive a definitive certificate representing such Certificate Owner’s 's interest in such Certificates, except as provided in Section 6.085.08. Unless and until definitive, fully registered Certificates (“"Definitive Certificates”") have been issued to the Certificate Owners of such the Book-Entry Certificates pursuant to Section 6.085.08:
(a) the provisions of this Section shall be in full force and effect;
(b) the Depositor Depositor, the Securities Administrator, the NIMs Insurer and the Securities Administrator Trustee may deal with the Depository and the Depository Participants for all purposes (including the making of distributions) as the authorized representative of the respective Certificate Owners of such the Book-Entry Certificates;
(c) registration of the Book-Entry Certificates may not be transferred by the Securities Administrator except to another Depository;
(d) the rights of the respective Certificate Owners of such the Book-Entry Certificates shall be exercised only through the Depository and the Depository Participants and shall be limited to those established by law and agreements between the Owners of such the Book-Entry Certificates and the -113- Depository and/or the Depository Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.085.08, the Depository will make book-entry transfers among the Depository Participants and receive and transmit distributions of principal and interest on the related Certificates to such Depository Participants;
(e) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants;
(f) the Depositor, the Servicer, the Trustee, the Master Servicer Securities Administrator and the Securities Administrator Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants; and
(g) to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount of any Class of Certificates, such direction or consent may be given by Certificate Owners (acting through the Depository and the Depository Participants) owning Book-Entry Certificates evidencing the requisite percentage of principal amount of such Class of Certificates. In the event that Definitive Certificates are issued pursuant to Section 5.08(b), clauses (a) through (g) of this Section 5.06 shall continue to apply with respect to all remaining Book-Entry Certificates.
Appears in 3 contracts
Sources: Pooling and Servicing Agreement (Merrill Lynch Mortgage Investors Inc), Pooling and Servicing Agreement (Merrill Lynch Mortgage Investors Inc), Pooling and Servicing Agreement (Merrill Lynch Mortgage Investors Inc)
Book-Entry Certificates. The Regular Certificates, upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book- Book-Entry Certificates, to be delivered to the Depository by or on behalf of the Depositor. Such Certificates shall initially be registered on the Certificate Register in the name of the Depository or its nominee, and no Certificate Owner of such Certificates will receive a definitive certificate representing such Certificate Owner’s 's interest in such Certificates, except as provided in Section 6.087.08. Unless and until definitive, fully registered Certificates (“"Definitive Certificates”") have been issued to the Certificate Owners of such Certificates pursuant to Section 6.087.08:
(a) the provisions of this Section shall be in full force and effect;
(b) the Depositor and Depositor, the Securities Administrator and the Trustee may deal with the Depository and the Depository Participants for all purposes (including the making of distributions) as the authorized representative of the respective Certificate Owners of such Certificates;
(c) registration of the Book-Entry Certificates may not be transferred by the Securities Administrator Trustee except to another Depository;
(d) the rights of the respective Certificate Owners of such Certificates shall be exercised only through the Depository and the Depository Participants and shall be limited to those established by law and agreements between the Owners of such Certificates and the Depository and/or the Depository Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.087.08, the Depository will make book-entry transfers among the Depository Participants and receive and transmit distributions of principal and interest on the related Certificates to such Depository Participants;
(e) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants;
(f) the Depositor, the Servicer, the Trustee, the Master Servicer and the Securities Administrator Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants; and
(g) to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount of any Class of Certificates, such direction or consent may be given by Certificate Owners (acting through the Depository and the Depository Participants) owning Book-Entry Certificates evidencing the requisite percentage of principal amount of such Class of Certificates.
Appears in 3 contracts
Sources: Pooling and Servicing Agreement (Bear Stearns Asset Backed Sec Inc Asst Bk Cert Ser 2002-Ac3), Pooling and Servicing Agreement (Bear Stearns Asset Backed Securities Inc), Pooling and Servicing Agreement (Bear Stearns Asset Backed Securities I Trust 2004-Ac6)
Book-Entry Certificates. The Regular Trust Certificates, upon original issuance, shall will be issued in the form of one a typewritten Trust Certificate or more typewritten Trust Certificates representing the Book- Book-Entry Certificates, to be delivered to The Depository Trust Company, the Depository by initial Clearing Agency, by, or on behalf of of, the DepositorTrust. Such Book-Entry Certificate or Book-Entry Certificates shall initially be registered on the Certificate Register in the name of Cede & Co., the Depository or its nomineenominee of the initial Clearing Agency, and no Certificate Owner of such Certificates will receive a definitive certificate Definitive Certificate representing such Certificate Owner’s 's interest in such CertificatesTrust Certificate, except as provided in Section 6.083.12. Unless and until definitive, fully registered Trust Certificates (“the "Definitive Certificates”") have been issued to the Certificate Owners of such Certificates pursuant to Section 6.083.12:
(ai) the provisions of this Section shall be in full force and effect;
(bii) the Depositor Certificate Registrar and the Securities Administrator may Eligible Lender Trustee shall be entitled to deal with the Depository and the Depository Participants Clearing Agency for all purposes of this Agreement (including the making of distributions) as the authorized representative of the respective Certificate Owners of such Certificates;
(c) registration of the Book-Entry Certificates may not be transferred by the Securities Administrator except to another Depository;
(d) the rights of the respective Certificate Owners of such Certificates shall be exercised only through the Depository and the Depository Participants and shall be limited to those established by law and agreements between the Owners of such Certificates and the Depository and/or the Depository Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.08, the Depository will make book-entry transfers among the Depository Participants and receive and transmit distributions payment of principal of and interest on the related Trust Certificates and the giving of instructions or directions hereunder) as the sole Certificateholder and shall have no obligation to such Depository Participantsthe Certificate Owners;
(e) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants;
(f) the Depositor, the Servicer, the Trustee, the Master Servicer and the Securities Administrator may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants; and
(giii) to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control;
(iv) the rights of Certificate Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency and/or the Clearing Agency Participants. For purposes Pursuant to the Certificate Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 3.12, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distribution in respect of any provision of the Certificate Balance and return on the Trust Certificates to such Clearing Agency Participants; and
(v) whenever this Agreement requiring requires or permitting permits actions with the consent of, to be taken based upon instructions or at the direction of, directions of Certificateholders of Trust Certificates evidencing a specified percentage of the aggregate unpaid principal amount of any Class of CertificatesCertificate Balance, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Certificate Owners and/or Clearing Agency Participants owning or representing, respectively, such direction or consent may be given by Certificate Owners (acting through the Depository and the Depository Participants) owning Book-Entry Certificates evidencing the requisite required percentage of principal amount of the beneficial interest in the Trust Certificates and has delivered such Class of Certificatesinstructions to the Eligible Lender Trustee.
Appears in 2 contracts
Sources: Trust Agreement (SLM Funding Corp), Trust Agreement (SLM Funding Corp)
Book-Entry Certificates. The Regular Certificates, upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book- Entry Certificates, to be delivered to the Depository by or on behalf of the Depositor. Such Certificates shall initially be registered on the Certificate Register in the name of the Depository or its nominee, and no Certificate Owner of such Certificates will receive a definitive certificate representing such Certificate Owner’s 's interest in such Certificates, except as provided in Section 6.08. Unless and until definitive, fully registered Certificates (“"Definitive Certificates”") have been issued to the Certificate Owners of such Certificates pursuant to Section 6.08:
(a) the provisions of this Section shall be in full force and effect;
(b) the Depositor and the Securities Administrator Trustee may deal with the Depository and the Depository Participants for all purposes (including the making of distributions) as the authorized representative of the respective Certificate Owners of such Certificates;
(c) registration of the Book-Entry Certificates may not be transferred by the Securities Administrator Trustee except to another Depository;
(d) the rights of the respective Certificate Owners of such Certificates shall be exercised only through the Depository and the Depository Participants and shall be limited to those established by law and agreements between the Owners of such Certificates and the Depository and/or the Depository Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.08, the Depository will make book-book- entry transfers among the Depository Participants and receive and transmit distributions of principal and interest on the related Certificates to such Depository Participants;
(e) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants;
(f) the Depositor, the Servicer, the Trustee, the Master Servicer and the Securities Administrator Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants; and
(g) to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount of any Class of Certificates, such direction or consent may be given by Certificate Owners (acting through the Depository and the Depository Participants) owning Book-Entry Certificates evidencing the requisite percentage of principal amount of such Class of Certificates.
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (Nomura Asset Acceptance Corp), Pooling and Servicing Agreement (NAAC Alternative Loan Trust, Series 2005 - AP1)
Book-Entry Certificates. The Regular Certificates, upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book- Book-Entry Certificates, to be delivered to the Depository by or on behalf of the Depositor. Such Certificates shall initially be registered on the Certificate Register in the name of the Depository or its nominee, and no Certificate Owner of such Certificates will receive a definitive certificate representing such Certificate Owner’s 's interest in such Certificates, except as provided in Section 6.087.08. Unless and until definitive, fully registered Certificates (“"Definitive Certificates”") have been issued to the Certificate Owners of such Certificates pursuant to Section 6.087.08:
(a) the provisions of this Section shall be in full force and effect;
(b) the Depositor and Depositor, the Securities Administrator and the Trustee may deal with the Depository and the Depository Participants for all purposes (including the making of distributions) as the authorized representative of the respective Certificate Owners of such Certificates;
(c) registration of the Book-Entry Certificates may not be transferred by the Securities Administrator Trustee except to another Depository;
(d) the rights of the respective Certificate Owners of such Certificates shall be exercised only through the Depository and the Depository Participants and shall be limited to those established by law and agreements between the Owners of such Certificates and the Depository and/or the Depository Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.087.08, the Depository will make book-book- entry transfers among the Depository Participants and receive and transmit distributions of principal and interest on the related Certificates to such Depository Participants;
(e) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants;
(f) the Depositor, the Servicer, the Trustee, the Master Servicer and the Securities Administrator Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants; and
(g) to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount of any Class of Certificates, such direction or consent may be given by Certificate Owners (acting through the Depository and the Depository Participants) owning Book-Entry Certificates evidencing the requisite percentage of principal amount of such Class of Certificates.
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (Bear Stearns Asset Backed Securities I LLC 2004-Ac3), Pooling and Servicing Agreement (Bear Stearns Asset Backed Securities I Trust 2004-Ac4)
Book-Entry Certificates. (a) The Regular Certificates, upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book- Entry Certificates, to be delivered to the Depository by or on behalf of the Depositor. Such Certificates shall initially be issued as one or more Certificates registered on the Certificate Register in the name of the Depository or its nomineenominee and, and no Certificate Owner except as provided in subsection (c) below, transfer of such Certificates will receive may not be registered by the Certificate Registrar unless such transfer is to a definitive certificate representing successor Depository that agrees to hold such Certificates for the respective Certificate Owner’s interest Owners with Ownership Interests therein. Such Certificate Owners shall hold and transfer their respective Ownership Interests in and to such CertificatesCertificates through the book-entry facilities of the Depository and, except as provided in Section 6.085.02(d) above or subsection (c) below, shall not be entitled to Definitive Certificates in respect of such Ownership Interests. Unless and until definitive, fully registered Certificates (“Definitive Certificates”) have been issued to the All transfers by Certificate Owners of such their respective Ownership Interests in the Book-Entry Certificates pursuant to Section 6.08:
(a) the provisions of this Section shall be made in full force and effect;accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owner. Each Depository Participant shall only transfer the Ownership Interests in the Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures.
(b) The Trustee, the Servicer, the Special Servicer, the Depositor and the Securities Administrator Certificate Registrar may for all purposes, including the making of payments due on the Book-Entry Certificates, deal with the Depository and the Depository Participants for all purposes (including the making of distributions) as the authorized representative of the respective Certificate Owners with respect to such Certificates for the purposes of such Certificates;
(c) registration exercising the rights of Certificateholders hereunder. The rights of Certificate Owners with respect to the Book-Entry Certificates may not be transferred by the Securities Administrator except to another Depository;
(d) the rights of the respective Certificate Owners of such Certificates shall be exercised only through the Depository and the Depository Participants and shall be limited to those established by law and agreements between the such Certificate Owners of such Certificates and the Depository and/or the Depository Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.08, the Depository will make book-entry transfers among the Depository Participants and receive brokerage firms representing such Certificate Owners. Multiple requests and transmit distributions directions from, and votes of, the Depository as Holder of principal the Book-Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Certificate Owners. The Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and interest on shall give notice to the related Depository of such record date.
(c) If (i)(A) the Depositor advises the Trustee and the Certificate Registrar in writing that the Depository is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Certificates and (B) the Depositor is unable to locate a qualified successor, or (ii) the Depositor at its option advises the Trustee and the Certificate Registrar in writing that it elects to terminate the book-entry system through the Depository, the Trustee shall notify the affected Certificate Owners, through the Depository with respect to all, any Class or any portion of any Class of the Certificates or (iii) the Certificate Registrar determines that Definitive Certificates are required in accordance with the provisions of Section 5.03(e), of the occurrence of any such event and of the availability of Definitive Certificates to such Depository Participants;
(e) Certificate Owners requesting the same. Upon surrender to the Certificate Registrar of the Book-Entry Certificates by the Depository may collect its usual or any custodian acting on behalf of the Depository, accompanied by registration instructions from the Depository for registration of transfer, the Certificate Registrar shall execute, and customary feesthe Authenticating Agent shall authenticate and deliver, charges and expenses from its Depository Participants;
within 5 Business Days of such request if made at the Registrar Office, or within 10 Business Days if made at the office of a transfer agent (f) other than the Certificate Registrar), the Definitive Certificates to the Certificate Owners identified in such instructions. None of the Depositor, the Servicer, the Trustee, the Master Servicer Fiscal Agent, the Special Servicer, the Authenticating Agent and the Securities Administrator Certificate Registrar shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be fully protected in relying upon information furnished by on, such instructions. Upon the Depository with respect to its Depository Participants; and
(g) to the extent that the provisions issuance of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control. For Definitive Certificates for purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount ownership of any Class of Certificates, the registered Holders of such direction or consent may Definitive Certificates shall be given by Certificate Owners recognized as Certificateholders hereunder and, accordingly, shall be entitled directly to receive payments on, to exercise Voting Rights with respect to, and to transfer and exchange such Definitive Certificates.
(acting through the Depository and the Depository Participantsd) owning The Book-Entry Certificates (i) shall be delivered by the Certificate Registrar to the Depository, or pursuant to the Depository's instructions, and shall be registered in the name of Cede & Co. and (ii) shall bear a legend substantially to the following effect: Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to the Certificate Registrar for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. The Book-Entry Certificates may be deposited with such other Depository as the Certificate Registrar may from time to time designate, and shall bear such legend as may be appropriate.
(e) If the Trustee has instituted or if the Special Servicer or the Servicer, on the Trustee's behalf, has been directed to institute any judicial proceeding in a court to enforce the rights of the Certificateholders under the Certificates, and the Trustee has been advised by counsel that in connection with such proceeding it is necessary or appropriate for the Trustee to obtain possession of all or any portion of the Certificates evidenced by Book-Entry Certificates, the Trustee may in its sole discretion determine that such Certificates shall no longer be represented by such Book-Entry Certificates. In such event, the Certificate Registrar will execute, the Authenticating Agent will authenticate and the Certificate Registrar will deliver, in exchange for such Book-Entry Certificates, Definitive Certificates in a Denomination equal to the aggregate Denomination of such Book-Entry Certificates to the party so requesting such Definitive Certificates. In such event, the Certificate Registrar shall notify the affected Certificate Owners and make appropriate arrangements for the effectuation of the purpose of this clause.
(f) Upon acceptance for exchange or transfer of a beneficial interest in a Book-Entry Certificate for a Definitive Certificate, as provided herein, the Certificate Registrar shall endorse on a schedule affixed to the related Book-Entry Certificate (or on a continuation of such schedule affixed to such Book-Entry Certificate and made a part thereof) an appropriate notation evidencing the requisite percentage of principal amount date of such Class exchange or transfer and a decrease in the Denomination of Certificatessuch Book-Entry Certificate equal to the Denomination of such Definitive Certificate issued in exchange therefor or upon transfer thereof.
(g) If a Holder of a Definitive Certificate wishes at any time to transfer such Certificate to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Book-Entry Certificate, such transfer may be effected only in accordance with Applicable Procedures, Section 5.02(b) and this Section 5.03(g). Upon receipt by the Certificate Registrar at the Registrar Office of (i) the Definitive Certificate to be transferred with an assignment and transfer pursuant to Section 5.02(a), and all required items pursuant to Section 5.02(b)(v), the Certificate Registrar shall cancel such Definitive Certificate, execute and deliver a new Definitive Certificate for the Denomination of the Definitive Certificate not so transferred, registered in the name of the Holder or the Holder's transferee (as instructed by the Holder), and the Certificate Registrar as custodian of the Book-Entry Certificates shall increase the Denomination of the related Book-Entry Certificate by the Denomination of the Definitive Certificate to be so transferred, and credit or cause to be credited to the account of the Person specified in such instructions a corresponding Denomination of such Book-Entry Certificate.
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Corp. Commercial Mortgage Pass-Through Certificates, Series 2004-C2), Pooling and Servicing Agreement (J.P.Morgan Chase Commercial Mortgage Securities Series 2004-Cibc9)
Book-Entry Certificates. (a) The Regular Class A-1 Certificates, upon original issuancethe Class A-2 Certificates, shall the Class A-3 Certificates, the Class A-4 Certificate, the Class B Certificates, the Class C Certificates, the Class D Certificates and the Class E Certificates and, to the extent beneficially owned by Qualified Institutional Buyers, the Class F-1 Certificates, the 173 Class F-2 Certificates and the Class G Certificates shall, in the case of each such Class, initially be issued in the form of as one or more typewritten Book-Entry Certificates representing the Book- Entry Certificates, to be delivered to the Depository by or on behalf of the Depositor. Such Certificates shall initially be registered on the Certificate Register in the name of the Securities Depository or its nominee, and no Certificate Owner of such Certificates will receive a definitive certificate representing such Certificate Owner’s interest in such Certificatesnominees and, except as provided in Section 6.08subsection (c) or (d) below, transfer of such Certificates may not be registered by the Certificate Registrar unless such transfer is to a successor Securities Depository that agrees to hold such Certificates for the respective Certificate Owners with Ownership Interests therein. Unless Such Certificate Owners shall hold and until transfer their respective Ownership Interest in and to such Certificates through the book-entry facilities of the Securities Depository and, except as provided in subsection (c) or (d) below, shall not be entitled to definitive, fully registered Certificates (“"Definitive Certificates”") have been issued to the in respect of such Ownership Interests. All transfers by Certificate Owners of such their respective Ownership Interests in the Book-Entry Certificates pursuant to Section 6.08:
(a) the provisions of this Section shall be made in full force and effect;accordance with the procedures established by the Securities Depository Participant or brokerage firm representing each such Certificate Owner. Each Securities Depository Participant shall only transfer the Ownership Interests in the BookEntry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Securities Depository's normal procedures. Neither the Certificate Registrar nor the Trustee shall have any responsibility to monitor or restrict the transfer of Ownership Interests in BookEntry Certificates through the book-entry facilities of the Securities Depository.
(b) The Trustee, the Depositor Master Servicer, the Special Servicers, the Fiscal Agent and the Securities Administrator Certificate Registrar may deal with the Depository and the Depository Participants for all purposes (purposes, including the making of distributions) payments due on the Book-Entry Certificates, deal with the Securities Depository as the authorized representative of the respective Certificate Owners with respect to such Certificates for the purposes of such Certificates;
(c) registration exercising the rights of Certificateholders hereunder. The rights of Certificate Owners with respect to the Book-Entry Certificates may not be transferred by the Securities Administrator except to another Depository;
(d) the rights of the respective Certificate Owners of such Certificates shall be exercised only through the Depository and the Depository Participants and shall be limited to those established by law and agreements between such Certificate Owners and the Owners Securities Depository Participants and brokerage firms representing such Certificate Owners. Multiple requests and directions from, and votes of, the Securities Depository as Holder of the Book-Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Certificate Owners. The Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and shall give notice to the Securities Depository of such Certificates record date.
(c) If (i)(A) the Depositor advises the Trustee and the Certificate Registrar in writing that the Securities Depository and/or is no longer willing or able to properly discharge its responsibilities with respect to any Class of the Depository Participants. Pursuant Book-Entry Certificates, and (B) the Depositor is unable to locate a qualified successor, or (ii) the Depository Agreement, unless 174 Depositor at its option advises the Trustee and until Definitive Certificates are issued pursuant the Certificate Registrar in writing that it elects to Section 6.08, terminate the Depository will make book-entry transfers among system through the Securities Depository Participants with respect to any Class of the Book-Entry Certificates, the Certificate Registrar shall notify all affected Certificate Owners, through the Securities Depository, of the occurrence of any such event and receive and transmit distributions of principal and interest on the related availability of Definitive Certificates to such Certificate Owners requesting the same. Upon surrender to the Certificate Registrar of any Class of the Book-Entry Certificates by the Securities Depository, accompanied by registration instructions from the Securities Depository Participants;
(e) for registration of transfer, the Depository may collect its usual Trustee shall execute, and customary feesthe Certificate Registrar shall authenticate and deliver, charges and expenses from its Depository Participants;
(f) the Definitive Certificates to the Certificate Owners identified in such instructions. None of the Depositor, the Master Servicer, the Special Servicers, the Trustee, the Master Servicer Fiscal Agent or the Certificate Registrar shall be liable for any delay in delivery of such instructions and the Securities Administrator may conclusively rely on, and shall be fully protected in relying upon information furnished by on, such instructions. Upon the Depository issuance of Definitive Certificates for purposes of evidencing ownership of any of the Class A-1 Certificates, the Class A-2 Certificates, the Class A-3 Certificates, the Class A-4 Certificates, the Class B Certificates, the Class C Certificates, the Class D Certificates, the Class E Certificates, the Class F-1 Certificates, the Class F-2 Certificates or Class G Certificates, the registered holders of such Definitive Certificates shall be recognized as Certificateholders hereunder and, accordingly, shall be entitled directly to receive payments on, to exercise Voting Rights with respect to, and to its Depository Participants; andtransfer and exchange such Definitive Certificates.
(gd) to No Institutional Accredited Investor may hold the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount of any Class of F-1 Certificates, such direction or consent may be given by Certificate Owners (acting through Class F-2 Certificates and Class G Certificates in the Depository and the Depository Participants) owning form of Ownership Interests in Book-Entry Certificates. Such Classes of Certificates evidencing may be held by Institutional Accredited Investors only in the requisite percentage form of principal amount Definitive Certificates and any transfer of a beneficial interest in any such Class of CertificatesCertificates to an Institutional Accredited Investor shall be made only in compliance with Section 5.2(c) hereof.
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (Commercial Mortgage Acceptance Corp), Pooling and Servicing Agreement (Commercial Mortgage Acceptance Corp)
Book-Entry Certificates. The Regular Book-Entry Certificates, upon original issuance, shall be issued in the form of one typewritten Certificate (or more typewritten Certificates representing than one, if required by the Book- Entry Depository) for each Class of such Certificates, to be delivered to the Depository by or on behalf of the Depositor. Such Certificates shall initially be registered on the Certificate Register in the name of the Depository or its nominee, and no Certificate Owner of such Certificates will receive a definitive certificate representing such Certificate Owner’s 's interest in such Certificates, except as provided in Section 6.085.08. Unless and until definitive, fully registered Certificates (“"Definitive Certificates”") have been issued to the Certificate Owners of such Certificates pursuant to Section 6.085.08:
(a) the provisions of this Section shall be in full force and effect;
(b) the Depositor Depositor, the Sellers, the Master Servicer and the Securities Administrator Trustee may deal with the Depository and the Depository Participants for all purposes (including the making of distributions) as the authorized representative of the respective Certificate Owners of such Certificates;; 153
(c) registration of the Book-Entry Certificates may not be transferred by the Securities Administrator Trustee except to another Depository;
(d) the rights of the respective Certificate Owners of such Certificates shall be exercised only through the Depository and the Depository Participants and shall be limited to those established by law and agreements between the Owners of such Certificates and the Depository and/or the Depository Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.085.08, the Depository will make book-entry transfers among the Depository Participants and receive and transmit distributions of principal and interest on the related Certificates to such Depository Participants;
(e) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants;
(f) the Depositor, the Servicer, the Trustee, the Master Servicer and the Securities Administrator Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants; and
(g) to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount of any Class of Certificates, such direction or consent may be given by Certificate Owners (acting through the Depository and the Depository Participants) owning Book-Entry Certificates evidencing the requisite percentage of principal amount of such Class of Certificates.
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (Cwabs Inc Asset Backed Certificates Series 2005-3), Pooling and Servicing Agreement (Cwabs Inc Asset Backed Certificates Series 2005-3)
Book-Entry Certificates. The Regular Trust Certificates, upon original issuance, shall will be issued in the form of one a typewritten Trust Certificate or more typewritten Trust Certificates representing the Book- Book-Entry Certificates, to be delivered to The Depository Trust Company, the Depository by initial Clearing Agency, by, or on behalf of of, the DepositorTrust. Such Book-Entry Certificate or Book-Entry Certificates shall initially be registered on the Certificate Register in the name of Cede & Co., the Depository or its nomineenominee of the initial Clearing Agency, and no Certificate Owner of such Certificates owner will receive a definitive certificate Definitive Certificate representing such Certificate Owner’s 's interest in such CertificatesTrust Certificate, except as provided in Section 6.083.12. Unless and until definitive, fully registered Trust Certificates (“the "Definitive Certificates”") have been issued to the Certificate Owners of such Certificates owners pursuant to Section 6.083.12:
(ai) the provisions of this Section shall be in full force and effect;
(bii) the Depositor Certificate Registrar and the Securities Administrator may Eligible Lender Trustee shall be entitled to deal with the Depository and the Depository Participants Clearing Agency for all purposes of this Agreement (including the making of distributions) as the authorized representative of the respective Certificate Owners of such Certificates;
(c) registration of the Book-Entry Certificates may not be transferred by the Securities Administrator except to another Depository;
(d) the rights of the respective Certificate Owners of such Certificates shall be exercised only through the Depository and the Depository Participants and shall be limited to those established by law and agreements between the Owners of such Certificates and the Depository and/or the Depository Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.08, the Depository will make book-entry transfers among the Depository Participants and receive and transmit distributions payment of principal of and interest on the related Trust Certificates and the giving of instructions or directions hereunder) as the sole Certificateholder and shall have no obligation to such Depository Participantsthe Certificate owners;
(e) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants;
(f) the Depositor, the Servicer, the Trustee, the Master Servicer and the Securities Administrator may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants; and
(giii) to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control;
(iv) the rights of Certificate Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency and/or the Clearing Agency Participants. For purposes Pursuant to the Certificate Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 3.12, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distribution in respect of any provision of the Certificate Balance and return on the Trust Certificates to such Clearing Agency Participants; and
(v) whenever this Agreement requiring requires or permitting permits actions with the consent of, to be taken based upon instructions or at the direction of, directions of Certificateholders of Trust Certificates evidencing a specified percentage of the aggregate unpaid principal amount of any Class of CertificatesCertificate Balance, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Certificate Owners and/or Clearing Agency Participants owning or representing, respectively, such direction or consent may be given by Certificate Owners (acting through the Depository and the Depository Participants) owning Book-Entry Certificates evidencing the requisite required percentage of principal amount of the beneficial interest in the Trust Certificates and has delivered such Class of Certificatesinstructions to the Eligible Lender Trustee.
Appears in 2 contracts
Sources: Trust Agreement (SLM Funding Corp), Trust Agreement (SLM Funding Corp)
Book-Entry Certificates. (a) The Regular Certificates, upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book- Entry Certificates, to be delivered to the Depository by or on behalf of the Depositor. Such Certificates shall initially be issued as one or more Certificates registered on the Certificate Register in the name of the Depository or its nomineenominee and, and no Certificate Owner except as provided in subsection (c) below, transfer of such Certificates will receive may not be registered by the Certificate Registrar unless such transfer is to a definitive certificate representing successor Depository that agrees to hold such Certificates for the respective Certificate Owner’s interest Owners with Ownership Interests therein. Such Certificate Owners shall hold and transfer their respective Ownership Interests in and to such CertificatesCertificates through the book-entry facilities of the Depository and, except as provided in Section 6.085.02(e) above or subsection (c) below, shall not be entitled to Definitive Certificates in respect of such Ownership Interests. Unless and until definitive, fully registered Certificates (“Definitive Certificates”) have been issued to the All transfers by Certificate Owners of such their respective Ownership Interests in the Book-Entry Certificates pursuant to Section 6.08:
(a) the provisions of this Section shall be made in full force and effect;accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owner. Each Depository Participant shall only transfer the Ownership Interests in the Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures.
(b) The Trustee, the Servicer, the Special Servicer, the Paying Agent, the Fiscal Agent, the Depositor and the Securities Administrator Certificate Registrar may for all purposes, including the making of payments due on the Book-Entry Certificates, deal with the Depository and the Depository Participants for all purposes (including the making of distributions) as the authorized representative of the respective Certificate Owners with respect to such Certificates for the purposes of such Certificates;
(c) registration exercising the rights of Certificateholders hereunder. The rights of Certificate Owners with respect to the Book-Entry Certificates may not be transferred by the Securities Administrator except to another Depository;
(d) the rights of the respective Certificate Owners of such Certificates shall be exercised only through the Depository and the Depository Participants and shall be limited to those established by law and agreements between the such Certificate Owners of such Certificates and the Depository and/or the Depository Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.08, the Depository will make book-entry transfers among the Depository Participants and receive brokerage firms representing such Certificate Owners. Multiple requests and transmit distributions directions from, and votes of, the Depository as Holder of principal the Book-Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Certificate Owners. The Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and interest on shall give notice to the related Depository of such record date.
(c) If (i)(A) the Depositor advises the Trustee, the Paying Agent and the Certificate Registrar in writing that the Depository is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Certificates and (B) the Depositor is unable to locate a qualified successor, or (ii) the Depositor at its option advises the Trustee, the Paying Agent and the Certificate Registrar in writing that it elects to terminate the book-entry system through the Depository, the Paying Agent shall notify the affected Certificate Owners, through the Depository with respect to all, any Class or any portion of any Class of the Certificates or (iii) the Trustee determines that Definitive Certificates are required in accordance with the provisions of Section 5.03(e), of the occurrence of any such event and of the availability of 117 Definitive Certificates to such Depository Participants;
(e) Certificate Owners requesting the same. Upon surrender to the Certificate Registrar of the Book-Entry Certificates by the Depository may collect its usual or any custodian acting on behalf of the Depository, accompanied by registration instructions from the Depository for registration of transfer, the Certificate Registrar shall execute, and customary feesthe Authenticating Agent shall authenticate and deliver, charges and expenses from its Depository Participants;
within 5 Business Days of such request if made at the Registrar Office, or within 10 Business Days if made at the office of a transfer agent (f) other than the Certificate Registrar), the Definitive Certificates to the Certificate Owners identified in such instructions. None of the Depositor, the Fiscal Agent, the Paying Agent, the Servicer, the Trustee, the Master Servicer Special Servicer, the Authenticating Agent and the Securities Administrator Certificate Registrar shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be fully protected in relying upon information furnished by on, such instructions. Upon the Depository with respect to its Depository Participants; and
(g) to the extent that the provisions issuance of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control. For Definitive Certificates for purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount ownership of any Class of Certificates, the registered Holders of such direction or consent may Definitive Certificates shall be given by Certificate Owners recognized as Certificateholders hereunder and, accordingly, shall be entitled directly to receive payments on, to exercise Voting Rights with respect to, and to transfer and exchange such Definitive Certificates.
(acting through the Depository and the Depository Participantsd) owning The Book-Entry Certificates (i) shall be delivered by the Certificate Registrar to the Depository, or pursuant to the Depository's instructions, and shall be registered in the name of Cede & Co. and (ii) shall bear a legend substantially to the following effect: Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to the Certificate Registrar for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. The Book-Entry Certificates may be deposited with such other Depository as the Certificate Registrar may from time to time designate, and shall bear such legend as may be appropriate.
(e) If the Trustee has instituted or has been directed to institute any judicial proceeding in a court to enforce the rights of the Certificateholders under the Certificates, and the Trustee has been advised by counsel that in connection with such proceeding it is necessary or appropriate for the Trustee to obtain possession of all or any portion of the Certificates evidenced by Book-Entry Certificates, the Trustee may in its sole discretion determine that such Certificates shall no longer be represented by such Book-Entry Certificates. In such event, the Certificate Registrar will execute, the Authenticating Agent will authenticate and the Certificate Registrar will deliver, in exchange for such Book-Entry Certificates, Definitive Certificates in a Denomination equal to the aggregate Denomination of such Book-Entry Certificates to the party so requesting such Definitive Certificates. In such event, the Trustee shall notify the affected Certificate Owners and make appropriate arrangements for the effectuation of the purpose of this clause. 118
(f) Upon acceptance for exchange or transfer of a beneficial interest in a Book-Entry Certificate for a Definitive Certificate, as provided herein, the Certificate Registrar shall endorse on a schedule affixed to the related Book-Entry Certificate (or on a continuation of such schedule affixed to such Book-Entry Certificate and made a part thereof) an appropriate notation evidencing the requisite percentage of principal amount date of such Class exchange or transfer and a decrease in the Denomination of Certificatessuch Book-Entry Certificate equal to the Denomination of such Definitive Certificate issued in exchange therefor or upon transfer thereof.
(g) If a Holder of a Definitive Certificate wishes at any time to transfer such Certificate to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Book-Entry Certificate, such transfer may be effected only in accordance with Depository Rules and this Section 5.03(g). Upon receipt by the Certificate Registrar at the Registrar Office of (i) the Definitive Certificate to be transferred with an assignment and transfer pursuant to Section 5.02(a), (ii) written instructions given in accordance with Depository Rules directing the Certificate Registrar to credit or cause to be credited to another account a beneficial interest in the related Book-Entry Certificate, in an amount equal to the Denomination of the Definitive Certificate to be so transferred, (iii) a written order given in accordance with the Depository Rules containing information regarding the account to be credited with such beneficial interest and (iv) if the affected Certificate is a Non-Registered Certificate an Investment Representation Letter from the transferee to the effect that such transferee is a Qualified Institutional Buyer, the Certificate Registrar shall cancel such Definitive Certificate, execute and deliver a new Definitive Certificate for the Denomination of the Definitive Certificate not so transferred, registered in the name of the Holder or the Holder's transferee (as instructed by the Holder), and the Certificate Registrar shall instruct the Depository or the custodian holding such Book-Entry Certificate on behalf of the Depository to increase the Denomination of the related Book-Entry Certificate by the Denomination of the Definitive Certificate to be so transferred, and to credit or cause to be credited to the account of the Person specified in such instructions a corresponding Denomination of such Book-Entry Certificate.
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (Bear Stearns Commercial Mortgage Securities Inc), Pooling and Servicing Agreement (Bear Stearns Commercial Mortgage Securities Inc)
Book-Entry Certificates. The Regular Book-Entry Certificates, upon original issuance, shall be issued in the form of one typewritten Certificate (or more typewritten Certificates representing than one, if required by the Book- Entry Depository) for each Class of such Certificates, to be delivered to the Depository by or on behalf of the Depositor. Such Certificates shall initially be registered on the Certificate Register in the name of the Depository or its nominee, and no Certificate Owner of such Certificates will receive a definitive certificate representing such Certificate Owner’s interest in such Certificates, except as provided in Section 6.085.08. Unless and until definitive, fully registered Certificates (“Definitive Certificates”) have been issued to the Certificate Owners of such Certificates pursuant to Section 6.085.08:
(a) the provisions of this Section shall be in full force and effect;
(b) the Depositor Depositor, the Sellers, the Master Servicer and the Securities Administrator Trustee may deal with the Depository and the Depository Participants for all purposes (including the making of distributions) as the authorized representative of the respective Certificate Owners of such Certificates;
(c) registration of the Book-Entry Certificates may not be transferred by the Securities Administrator Trustee except to another Depository;
(d) the rights of the respective Certificate Owners of such Certificates shall be exercised only through the Depository and the Depository Participants and shall be limited to those established by law and agreements between the Owners of such Certificates and the Depository and/or the Depository Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.085.08, the Depository will make book-entry transfers among the Depository Participants and receive and transmit distributions of principal and interest on the related Certificates to such Depository Participants;
(e) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants;
(f) the Depositor, the Servicer, the Trustee, the Master Servicer and the Securities Administrator Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants; and
(g) to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount of any Class of Certificates, such direction or consent may be given by Certificate Owners (acting through the Depository and the Depository Participants) owning Book-Entry Certificates evidencing the requisite percentage of principal amount of such Class of Certificates.
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (CWABS Asset-Backed Certificates Trust 2007-5), Pooling and Servicing Agreement (CWABS Asset-Backed Certificates Trust 2007-6)
Book-Entry Certificates. (a) The Regular Certificates, upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book- Entry Certificates, to be delivered to the Depository by or on behalf of the Depositor. Such Certificates shall initially be issued as one or more Certificates registered on the Certificate Register in the name of the Depository or its nomineenominee and, and no Certificate Owner except as provided in subsection (c) below, transfer of such Certificates will receive may not be registered by the Certificate Registrar unless such transfer is to a definitive certificate representing successor Depository that agrees to hold such Certificates for the respective Certificate Owner’s interest Owners with Ownership Interests therein. Such Certificate Owners shall hold and transfer their respective Ownership Interests in and to such CertificatesCertificates through the book-entry facilities of the Depository and, except as provided in Section 6.085.02(e) above or subsection (c) below, shall not be entitled to Definitive Certificates in respect of such Ownership Interests. Unless and until definitive, fully registered Certificates (“Definitive Certificates”) have been issued to the All transfers by Certificate Owners of such their respective Ownership Interests in the Book-Entry Certificates pursuant to Section 6.08:
(a) the provisions of this Section shall be made in full force and effect;accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owner. Each Depository Participant shall only transfer the Ownership Interests in the Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures.
(b) The Trustee, the Servicer, the Special Servicer, the Paying Agent, the Fiscal Agent, the Depositor and the Securities Administrator Certificate Registrar may for all purposes, including the making of payments due on the Book-Entry Certificates, deal with the Depository and the Depository Participants for all purposes (including the making of distributions) as the authorized representative of the respective Certificate Owners with respect to such Certificates for the purposes of such Certificates;
(c) registration exercising the rights of Certificateholders hereunder. The rights of Certificate Owners with respect to the Book-Entry Certificates may not be transferred by the Securities Administrator except to another Depository;
(d) the rights of the respective Certificate Owners of such Certificates shall be exercised only through the Depository and the Depository Participants and shall be limited to those established by law and agreements between the such Certificate Owners of such Certificates and the Depository and/or the Depository Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.08, the Depository will make book-entry transfers among the Depository Participants and receive brokerage firms representing such Certificate Owners. Multiple requests and transmit distributions directions from, and votes of, the Depository as Holder of principal the Book-Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Certificate Owners. The Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and interest on shall give notice to the related Depository of such record date.
(c) If (i)(A) the Depositor advises the Trustee, the Paying Agent and the Certificate Registrar in writing that the Depository is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Certificates and (B) the Depositor is unable to locate a qualified successor, or (ii) the Depositor at its option advises the Trustee, the Paying Agent and the Certificate Registrar in writing that it elects to terminate the book-entry system through the Depository, the Paying Agent shall notify the affected Certificate Owners, through the Depository with respect to all, any Class or any portion of any Class of the Certificates or (iii) the Trustee determines that Definitive Certificates are required in accordance with the provisions of Section 5.03(e), of the occurrence of any such event and of the availability of Definitive Certificates to such Depository Participants;
(e) Certificate Owners requesting the same. Upon surrender to the Certificate Registrar of the Book-Entry Certificates by the Depository may collect its usual or any custodian acting on behalf of the Depository, accompanied by registration instructions from the Depository for registration of transfer, the Certificate Registrar shall execute, and customary feesthe Authenticating Agent shall authenticate and deliver, charges and expenses from its Depository Participants;
within 5 Business Days of such request if made at the Registrar Office, or within 10 Business Days if made at the office of a transfer agent (f) other than the Certificate Registrar), the Definitive Certificates to the Certificate Owners identified in such instructions. None of the Depositor, the Fiscal Agent, the Paying Agent, the Servicer, the Trustee, the Master Servicer Special Servicer, the Authenticating Agent and the Securities Administrator Certificate Registrar shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be fully protected in relying upon information furnished by on, such instructions. Upon the Depository with respect to its Depository Participants; and
(g) to the extent that the provisions issuance of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control. For Definitive Certificates for purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount ownership of any Class of Certificates, the registered Holders of such direction or consent may Definitive Certificates shall be given by Certificate Owners recognized as Certificateholders hereunder and, accordingly, shall be entitled directly to receive payments on, to exercise Voting Rights with respect to, and to transfer and exchange such Definitive Certificates.
(acting through the Depository and the Depository Participantsd) owning The Book-Entry Certificates (i) shall be delivered by the Certificate Registrar to the Depository, or pursuant to the Depository's instructions, and shall be registered in the name of Cede & Co. and (ii) shall bear a legend substantially to the following effect: Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to the Certificate Registrar for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. The Book-Entry Certificates may be deposited with such other Depository as the Certificate Registrar may from time to time designate, and shall bear such legend as may be appropriate.
(e) If the Trustee has instituted or has been directed to institute any judicial proceeding in a court to enforce the rights of the Certificateholders under the Certificates, and the Trustee has been advised by counsel that in connection with such proceeding it is necessary or appropriate for the Trustee to obtain possession of all or any portion of the Certificates evidenced by Book-Entry Certificates, the Trustee may in its sole discretion determine that such Certificates shall no longer be represented by such Book-Entry Certificates. In such event, the Certificate Registrar will execute, the Authenticating Agent will authenticate and the Certificate Registrar will deliver, in exchange for such Book-Entry Certificates, Definitive Certificates in a Denomination equal to the aggregate Denomination of such Book-Entry Certificates to the party so requesting such Definitive Certificates. In such event, the Trustee shall notify the affected Certificate Owners and make appropriate arrangements for the effectuation of the purpose of this clause.
(f) Upon acceptance for exchange or transfer of a beneficial interest in a Book-Entry Certificate for a Definitive Certificate, as provided herein, the Certificate Registrar shall endorse on a schedule affixed to the related Book-Entry Certificate (or on a continuation of such schedule affixed to such Book-Entry Certificate and made a part thereof) an appropriate notation evidencing the requisite percentage of principal amount date of such Class exchange or transfer and a decrease in the Denomination of Certificatessuch Book-Entry Certificate equal to the Denomination of such Definitive Certificate issued in exchange therefor or upon transfer thereof.
(g) If a Holder of a Definitive Certificate wishes at any time to transfer such Certificate to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Book-Entry Certificate, such transfer may be effected only in accordance with Depository Rules and this Section 5.03(g). Upon receipt by the Certificate Registrar at the Registrar Office of (i) the Definitive Certificate to be transferred with an assignment and transfer pursuant to Section 5.02(a), (ii) written instructions given in accordance with Depository Rules directing the Certificate Registrar to credit or cause to be credited to another account a beneficial interest in the related Book-Entry Certificate, in an amount equal to the Denomination of the Definitive Certificate to be so transferred, (iii) a written order given in accordance with the Depository Rules containing information regarding the account to be credited with such beneficial interest and (iv) if the affected Certificate is a Non-Registered Certificate an Investment Representation Letter from the transferee to the effect that such transferee is a Qualified Institutional Buyer, the Certificate Registrar shall cancel such Definitive Certificate, execute and deliver a new Definitive Certificate for the Denomination of the Definitive Certificate not so transferred, registered in the name of the Holder or the Holder's transferee (as instructed by the Holder), and the Certificate Registrar shall instruct the Depository or the custodian holding such Book-Entry Certificate on behalf of the Depository to increase the Denomination of the related Book-Entry Certificate by the Denomination of the Definitive Certificate to be so transferred, and to credit or cause to be credited to the account of the Person specified in such instructions a corresponding Denomination of such Book-Entry Certificate.
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (Chase Commercial Mortgage Securities Corp), Pooling and Servicing Agreement (Chase Commercial Mortgage Securities Corp)
Book-Entry Certificates. (a) The Regular Certificates, upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book- Entry Certificates, to be delivered to the Depository by or on behalf of the Depositor. Such Certificates shall initially be issued as one or more Certificates registered on the Certificate Register in the name of the Depository or its nomineenominee and, and no Certificate Owner except as provided in subsection (c) below, transfer of such Certificates will receive may not be registered by the Certificate Registrar unless such transfer is to a definitive certificate representing successor Depository that agrees to hold such Certificates for the respective Certificate Owner’s interest Owners with Ownership Interests therein. Such Certificate Owners shall hold and transfer their respective Ownership Interests in and to such CertificatesCertificates through the book-entry facilities of the Depository and, except as provided in Section 6.085.02(d) above or subsection (c) below, shall not be entitled to Definitive Certificates in respect of such Ownership Interests. Unless and until definitive, fully registered Certificates (“Definitive Certificates”) have been issued to the All transfers by Certificate Owners of such their respective Ownership Interests in the Book-Entry Certificates pursuant to Section 6.08:
(a) the provisions of this Section shall be made in full force and effect;accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owner. Each Depository Participant shall only transfer the Ownership Interests in the Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures.
(b) The Trustee, the Paying Agent, the Master Servicer, the Special Servicer, the Depositor and the Securities Administrator Certificate Registrar may for all purposes, including the making of payments due on the Book-Entry Certificates, deal with the Depository and the Depository Participants for all purposes (including the making of distributions) as the authorized representative of the respective Certificate Owners with respect to such Certificates for the purposes of such Certificates;
(c) registration exercising the rights of Certificateholders hereunder. The rights of Certificate Owners with respect to the Book-Entry Certificates may not be transferred by the Securities Administrator except to another Depository;
(d) the rights of the respective Certificate Owners of such Certificates shall be exercised only through the Depository and the Depository Participants and shall be limited to those established by law and agreements between the such Certificate Owners of such Certificates and the Depository and/or the Depository Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.08, the Depository will make book-entry transfers among the Depository Participants and receive brokerage firms representing such Certificate Owners. Multiple requests and transmit distributions directions from, and votes of, the Depository as Holder of principal the Book-Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Certificate Owners. The Paying Agent may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and interest on shall give notice to the related Depository of such record date.
(c) If (i)(A) the Depositor advises the Trustee, the Paying Agent and the Certificate Registrar in writing that the Depository is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Certificates and (B) the Depositor is unable to locate a qualified successor, or (ii) the Depositor at its option advises the Trustee, the Paying Agent and the Certificate Registrar in writing that it elects to terminate the book-entry system through the Depository, the Paying Agent shall notify the affected Certificate Owners, through the Depository with respect to all, any Class or any portion of any Class of the Certificates or (iii) the Certificate Registrar determines that Definitive Certificates are required in accordance with the provisions of Section 5.03(e), of the occurrence of any such event and of the availability of Definitive Certificates to such Depository Participants;
(e) Certificate Owners requesting the same. Upon surrender to the Certificate Registrar of the Book-Entry Certificates by the Depository may collect its usual or any custodian acting on behalf of the Depository, accompanied by registration instructions from the Depository for registration of transfer, the Certificate Registrar shall execute, and customary feesthe Authenticating Agent shall authenticate and deliver, charges and expenses from its Depository Participants;
within 5 Business Days of such request if made at the Registrar Office, or within 10 Business Days if made at the office of a transfer agent (f) other than the Certificate Registrar), the Definitive Certificates to the Certificate Owners identified in such instructions. None of the Depositor, the Master Servicer, the Trustee, the Master Servicer Paying Agent, the Special Servicer, the Authenticating Agent and the Securities Administrator Certificate Registrar shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be fully protected in relying upon information furnished by on, such instructions. Upon the Depository with respect to its Depository Participants; and
(g) to the extent that the provisions issuance of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control. For Definitive Certificates for purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount ownership of any Class of Certificates, the registered Holders of such direction or consent may Definitive Certificates shall be given by Certificate Owners recognized as Certificateholders hereunder and, accordingly, shall be entitled directly to receive payments on, to exercise Voting Rights with respect to, and to transfer and exchange such Definitive Certificates.
(acting through the Depository and the Depository Participantsd) owning The Book-Entry Certificates (i) shall be delivered by the Certificate Registrar to the Depository, or pursuant to the Depository's instructions, and shall be registered in the name of Cede & Co. and (ii) shall bear a legend substantially to the following effect: Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to the Certificate Registrar for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. The Book-Entry Certificates may be deposited with such other Depository as the Certificate Registrar may from time to time designate, and shall bear such legend as may be appropriate.
(e) If the Trustee has instituted or if the Special Servicer or the Master Servicer, on the Trustee's behalf, has been directed to institute any judicial proceeding in a court to enforce the rights of the Certificateholders under the Certificates, and the Trustee has been advised by counsel that in connection with such proceeding it is necessary or appropriate for the Trustee to obtain possession of all or any portion of the Certificates evidenced by Book-Entry Certificates, the Trustee may in its sole discretion determine that such Certificates shall no longer be represented by such Book-Entry Certificates. In such event, the Certificate Registrar will execute, the Authenticating Agent will authenticate and the Certificate Registrar will deliver, in exchange for such Book-Entry Certificates, Definitive Certificates in a Denomination equal to the aggregate Denomination of such Book-Entry Certificates to the party so requesting such Definitive Certificates. In such event, the Certificate Registrar shall notify the affected Certificate Owners and make appropriate arrangements for the effectuation of the purpose of this clause.
(f) Upon acceptance for exchange or transfer of a beneficial interest in a Book-Entry Certificate for a Definitive Certificate, as provided herein, the Certificate Registrar shall endorse on a schedule affixed to the related Book-Entry Certificate (or on a continuation of such schedule affixed to such Book-Entry Certificate and made a part thereof) an appropriate notation evidencing the requisite percentage of principal amount date of such exchange or transfer and a decrease in the Denomination of such Book-Entry Certificate equal to the Denomination of such Definitive Certificate issued in exchange therefor or upon transfer thereof.
(g) If a Holder of a Definitive Certificate (other than a Definitive Certificate that is a Class S Certificate) wishes at any time to transfer such Certificate to a Person who wishes to take delivery thereof in the form of Certificatesa beneficial interest in the Book-Entry Certificate, such transfer may be effected only in accordance with Applicable Procedures, Section 5.02(b) and this Section 5.03(g). Upon receipt by the Certificate Registrar at the Registrar Office of (i) the Definitive Certificate to be transferred with an assignment and transfer pursuant to Section 5.02(a), and all required items pursuant to Section 5.02(b)(v), the Certificate Registrar shall cancel such Definitive Certificate, execute and deliver a new Definitive Certificate for the Denomination of the Definitive Certificate not so transferred, registered in the name of the Holder or the Holder's transferee (as instructed by the Holder), and the Certificate Registrar as custodian of the Book-Entry Certificates shall increase the Denomination of the related Book-Entry Certificate by the Denomination of the Definitive Certificate to be so transferred, and credit or cause to be credited to the account of the Person specified in such instructions a corresponding Denomination of such Book-Entry Certificate.
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2006-Cibc15), Pooling and Servicing Agreement (JPMorgan Chase Commercial Mortgage Securities Corp, Series 2005-Cibc11)
Book-Entry Certificates. The Regular Certificates, upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book- Entry Certificates, to be delivered to the Depository by or on behalf of the Depositor. Such Certificates shall initially be registered on the Certificate Register in the name of the Depository or its nominee, and no Certificate Owner of such Certificates will receive a definitive certificate representing such Certificate Owner’s interest in such Certificates, except as provided in Section 6.08. Unless and until definitive, fully registered Certificates (“Definitive Certificates”) have been issued to the Certificate Owners of such Certificates pursuant to Section 6.08:
(a) the provisions of this Section shall be in full force and effect;
(b) the Depositor and the Securities Administrator may deal with the Depository and the Depository Participants for all purposes (including the making of distributions) as the authorized representative of the respective Certificate Owners of such Certificates;
(c) registration of the Book-Entry Certificates may not be transferred by the Securities Administrator except to another Depository;
(d) the rights of the respective Certificate Owners of such Certificates shall be exercised only through the Depository and the Depository Participants and shall be limited to those established by law and agreements between the Owners of such Certificates and the Depository and/or the Depository Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.08, the Depository will make book-entry transfers among the Depository Participants and receive and transmit distributions of principal and interest on the related Certificates to such Depository Participants;
(e) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants;
(f) the Depositor, the ServicerServicers, the Trustee, the Master Servicer and the Securities Administrator may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants; and
(g) to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount of any Class of Certificates, such direction or consent may be given by Certificate Owners (acting through the Depository and the Depository Participants) owning Book-Entry Certificates evidencing the requisite percentage of principal amount of such Class of Certificates.
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (Nomura Home Equity Loan Trust, Series 2005-He1), Pooling and Servicing Agreement (Nomura Home Equity Loan, Inc., Home Equity Loan Trust, Series 2006-Af1)
Book-Entry Certificates. The Regular Certificates, upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book- Book-Entry Certificates, to be delivered to the Depository by or on behalf of the Depositor. Such The Class C, Class P and Class R Certificates shall be definitive certificates. The Book-Entry Certificates shall initially be registered on the Certificate Register in the name of the Depository or its nominee, and no Certificate Owner of such Certificates a Book-Entry Certificate will receive a definitive certificate representing such Certificate Owner’s 's interest in such Certificates, except as provided in Section 6.085.08. Unless and until definitive, fully registered Certificates (“"Definitive Certificates”") have been issued to the Certificate Owners of such the Book-Entry Certificates pursuant to Section 6.085.08:
(a) the provisions of this Section shall be in full force and effect;
(b) the Depositor and the Securities Administrator Trustee may deal with the Depository and the Depository Participants for all purposes (including the making of distributions) as the authorized representative of the respective Certificate Owners of such the Book-Entry Certificates;
(c) registration of the Book-Entry Certificates may not be transferred by the Securities Administrator Trustee except to another Depository;
(d) the rights of the respective Certificate Owners of such the Book-Entry Certificates shall be exercised only through the Depository and the Depository Participants and shall be limited to those established by law and agreements between the Owners of such the Book-Entry Certificates and the Depository and/or the Depository Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.085.08, the Depository will make book-entry transfers among the Depository Participants and receive and transmit distributions of principal and interest on the related Certificates to such Depository Participants;
(e) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants;
(f) the Depositor, the Servicer, the Trustee, the Master Servicer and the Securities Administrator Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants; and
(g) to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount of any Class of Certificates, such direction or consent may be given by Certificate Owners (acting through the Depository and the Depository Participants) owning Book-Entry Certificates evidencing the requisite percentage of principal amount of such Class of Certificates.
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (Merrill Lynch Mortgage Investors Trust, Series 2004-Sl1), Pooling and Servicing Agreement (Merrill Lynch Mortgage Investors Inc)
Book-Entry Certificates. (a) The Regular CertificatesClass S, upon original issuanceClass A and Class B-1 Certificates shall, shall in the case of each Class thereof, initially be issued in the form of as one or more typewritten Certificates representing the Book- Entry Certificates, to be delivered to the Depository by or on behalf of the Depositor. Such Certificates shall initially be registered on the Certificate Register in the name of the Depository or its nominee, and no Certificate Owner of such Certificates will receive a definitive certificate representing such Certificate Owner’s interest in such Certificatesnominee and, except as provided in Section 6.085.03(c), transfer of such Certificates may not be registered by the Certificate Registrar unless such transfer is to a successor Depository that agrees to hold such Certificates for the respective Certificate Owners with Ownership Interests 126 therein. Unless Such Certificate Owners shall hold and, subject to Section 5.02(c), transfer their respective Ownership Interests in and until definitiveto such Certificates through the book-entry facilities of the Depository and, except as provided in Section 5.03(c) below, shall not be entitled to fully registered registered, physical Certificates (“"Definitive Certificates”") have been issued to the in respect of such Ownership Interests. All transfers by Certificate Owners of such their respective Ownership Interests in the Book-Entry Certificates pursuant to Section 6.08:
(a) the provisions of this Section shall be made in full force and effect;accordance with the procedures established by the Depository Participant or brokerage firm representing each such Certificate Owner. Each Depository Participant shall only transfer the Ownership Interests in the Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures.
(b) The Depositor, the Depositor Master Servicer, the Special Servicer, the REMIC Administrator, the Trustee and the Securities Administrator Certificate Registrar may for all purposes, including, without limitation, the making of payments due on the Book-Entry Certificates, deal with the Depository and the Depository Participants for all purposes (including the making of distributions) as the authorized representative of the respective Certificate Owners with respect to such Certificates for the purposes of such Certificates;
(c) registration exercising the rights of Certificateholders hereunder. The rights of Certificate Owners with respect to the Book-Entry Certificates may not be transferred by the Securities Administrator except to another Depository;
(d) the rights of the respective Certificate Owners of such Certificates shall be exercised only through the Depository and the Depository Participants and shall be limited to those established by law and agreements between the such Certificate Owners of such Certificates and the Depository and/or the Depository Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.08, the Depository will make book-entry transfers among the Depository Participants and receive brokerage firms representing such Certificate Owners. Multiple requests and transmit distributions directions from, and votes of, the Depository as Holder of principal the Book-Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Certificate Owners. The Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and interest on shall give notice to the related Certificates to Depository of such Depository Participants;record date.
(ec) If (i)(A) the Depositor advises the Trustee and the Certificate Registrar in writing that the Depository may collect is no longer willing or able to properly discharge its usual responsibilities with respect to any Class of Book-Entry Certificates, and customary fees, charges and expenses from its Depository Participants;
(fB) the DepositorDepositor is unable to locate a qualified successor, or (ii) the Servicer, Depositor at its option advises the Trustee, the Master Servicer Trustee and the Securities Administrator may rely and shall be fully protected Certificate Registrar in relying upon information furnished by writing that it elects to terminate the book-entry system through the Depository with respect to its Depository Participants; and
any Class of Book-Entry Certificates (g) or any portion of any Class thereof), the Certificate Registrar shall notify all affected Certificate Owners, through the Depository, of the occurrence of any such event and of the availability of Definitive Certificates to such Certificate Owners requesting the same. Upon surrender to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount Certificate Registrar of any Class of Certificates, such direction or consent may be given by Certificate Owners (acting through the Depository and the Depository Participants) owning Book-Entry Certificates evidencing (or any portion of any Class thereof) by the requisite percentage Depository, accompanied by registration instructions from the Depository for registration of principal amount transfer, the Trustee shall execute, and the Certificate Registrar shall authenticate and deliver, the Definitive Certificates in respect of such Class (or portion thereof) to the Certificate Owners identified in such instructions. None of the Depositor, the Master Servicer, the Special Servicer, the REMIC Administrator, the Trustee or the Certificate Registrar shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates for purposes of evidencing ownership of any Book-Entry Certificates, the registered holders of such Definitive Certificates shall be recognized as Certificateholders 127 hereunder and, accordingly, shall be entitled directly to receive payments on, to exercise Voting Rights with respect to, and to transfer and exchange such Definitive Certificates.
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (Criimi Mae CMBS Corp), Pooling and Servicing Agreement (Criimi Mae CMBS Corp)
Book-Entry Certificates. (a) The Regular CertificatesClass A, upon original issuanceClass A-FL, shall be issued in the form of one or more typewritten Certificates representing the Book- Entry Certificates[Class X], to be delivered to the Depository by or on behalf of the Depositor. Such Class B and Class C Certificates shall initially be issued as one or more Certificates registered on the Certificate Register in the name of the Depository or its nominee, and no Certificate Owner of such Certificates will receive a definitive certificate representing such Certificate Owner’s interest in such Certificatesnominee and, except as provided in Section 6.08subsection (c) below, transfer of such Certificates may not be registered by the Certificate Registrar unless such transfer is to a successor Depository that agrees to hold such Certificates for the respective Certificate Owners with Ownership Interests therein. Unless Such Certificate Owners shall hold and until definitivetransfer their respective Ownership Interests in and to such Certificates through the book-entry facilities of the Depository and, except as provided in subsection (c) below, shall not be entitled to fully registered registered, physical Certificates (“Definitive Certificates”) have been issued to the in respect of such Ownership Interests. All transfers by Certificate Owners of such their respective Ownership Interests in the Book-Entry Certificates pursuant to Section 6.08:
(a) the provisions of this Section shall be made in full force accordance with the procedures established by the Depository Participant or brokerage firm representing each such Certificate Owner (in addition to the procedures established under this Agreement and, if applicable, those of Euroclear and effect;Clearstream). Each Depository Participant shall only transfer the Ownership Interests in the Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository’s normal procedures. Neither the Certificate Registrar nor the Trustee shall have any responsibility to monitor or restrict the transfer of Ownership Interests in Certificates through the book-entry facilities of the Depository, Euroclear or Clearstream.
(b) The Depositor, the Depositor Trustee, the Master Servicer, the Special Servicer, the REMIC Administrator and the Securities Administrator Certificate Registrar may for all purposes, including the making of payments due on the Book-Entry Certificates, deal with the Depository and the Depository Participants for all purposes (including the making of distributions) as the authorized representative of the respective Certificate Owners with respect to such Certificates for the purposes of such Certificates;
(c) registration exercising the rights of Certificateholders hereunder. The rights of Certificate Owners with respect to the Book-Entry Certificates may not be transferred by the Securities Administrator except to another Depository;
(d) the rights of the respective Certificate Owners of such Certificates shall be exercised only through the Depository and the Depository Participants and shall be limited to those established by law and agreements between the such Certificate Owners of such Certificates and the Depository and/or the Depository Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.08, the Depository will make book-entry transfers among the Depository Participants and receive brokerage firms representing such Certificate Owners. Multiple requests and transmit distributions directions from, and votes of, the Depository as Holder of principal the Book-Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Certificate Owners. The Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and interest shall give notice to the Depository of such record date. If any party hereto requests from the Depository a list of the Depository Participants in respect of any Class or Classes of the Book-Entry Certificates, the cost thereof shall be borne by the party on whose behalf such request is made (but in no event shall any such cost be borne by the related Trustee).
(c) Certificates initially issued in book-entry form will be issued in fully registered definitive form to Certificate Owners or their nominees, rather than to DTC or its nominee, only if (i) DTC notifies the Certificate Registrar in writing that DTC is unwilling or unable to continue as a depository for the certificates and a qualifying successor depository is not appointed by the Depositor within ninety days of such notification, or (ii) the Trustee has instituted or has been directed to institute any judicial proceeding in a court to enforce the rights of the Certificateholders under this Agreement and under such Book-Entry Certificate and the Trustee has been advised by counsel that in connection with such proceeding it is necessary or appropriate for the Trustee or its custodian to obtain possession of such Book-Entry Certificate. Upon surrender to the Certificate Registrar of any Class of the Book Entry Certificates by the Depository, accompanied by registration instructions for registration of transfer, the Trustee shall execute, and the Certificate Registrar shall authenticate and deliver, the appropriate Definitive Certificates to the Certificate Owners identified in such Depository Participants;
(e) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants;
(f) instructions. None of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Master Servicer REMIC Administrator or the Certificate Registrar shall be liable for any delay in delivery of such instructions and the Securities Administrator may conclusively rely on, and shall be fully protected in relying upon information furnished on, such instructions.
(d) The Book-Entry Certificates (i) shall be delivered by the Certificate Registrar to the Depository, or pursuant to the Depository’s instructions, and shall be registered in the name of Cede & Co. and (ii) shall bear a legend substantially to the following effect: UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
(e) The Book-Entry Certificates may be deposited with such other Depository with respect as the Certificate Registrar may from time to its Depository Participants; andtime designate, and shall bear such legend as may be appropriate.
(f) Upon acceptance for exchange or transfer of a beneficial interest in a Book-Entry Certificate for a Definitive Certificate, as provided herein, the Certificate Registrar shall endorse on a schedule affixed to the related Book-Entry Certificate (or on a continuation of such schedule affixed to such Book-Entry Certificate and made a part thereof) an appropriate notation evidencing the date of such exchange or transfer and a decrease in the Denomination of such Book-Entry Certificate equal to the Denomination of such Definitive Certificate issued in exchange therefor or upon transfer thereof.
(g) If a Holder of a Definitive Certificate wishes at any time to transfer such Certificate to a Person who wishes to take delivery thereof in the extent that form of a beneficial interest in the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount of any Class of Certificates, such direction or consent may be given by Certificate Owners (acting through the Depository and the Depository Participants) owning Book-Entry Certificates evidencing Certificate, such transfer may be effected only in accordance with Depository Rules and this Section 5.03(g). Upon receipt by the requisite percentage Certificate Registrar at the Certificate Registrar’s office of: (i) the Definitive Certificate to be transferred with an assignment and transfer pursuant to this Section 5.03(g), (ii) written instructions given in accordance with Depository Rules directing the Certificate Registrar to credit or cause to be credited to another account a beneficial interest in the related Book-Entry Certificate, in an amount equal to the Denomination of principal amount the Definitive Certificate to be so transferred, (iii) a written order given in accordance with the Depository Rules containing information regarding the account to be credited with such beneficial interest, (iv) if the affected Certificate is a Non-Registered Certificate, an Investment Representation Letter from the transferee to the effect that such transferee is a Qualified Institutional Buyer, and (v) if delivery is to be taken in the form of a beneficial interest in the Regulation S Global Certificate, a Regulation S Certificate; the Certificate Registrar shall cancel such Definitive Certificate, execute and deliver a new Definitive Certificate for the Denomination of the Definitive Certificate not so transferred, registered in the name of the Holder or the Holder’s transferee (as instructed by the Holder), and the Certificate Registrar shall instruct the Depository or the custodian holding such Book-Entry Certificate on behalf of the Depository to increase the Denomination of the related Book-Entry Certificate by the Denomination of the Definitive Certificate to be so transferred, and to credit or cause to be credited to the account of the Person specified in such instructions a corresponding Denomination of such Book-Entry Certificate.
(1) the offer of the Certificates was not made to a person in the United States; and (2) no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or 904(b) of Regulation S, as applicable, and the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act; or (ii) with respect to transfers made in reliance on Rule 144 under the Securities Act, that the Certificates being transferred are not “restricted securities” as defined in Rule 144 under the Securities Act.
(h) The Certificates initially sold in offshore transactions in reliance on Regulation S shall be represented by a single Regulation S Global Certificate for each such Class in fully registered form without interest coupons, which will be deposited with the Trustee and registered in the name of CertificatesCede & Co. as nominee of DTC. Beneficial interests in each Regulation S Global Certificate may be held only through Euroclear or Clearstream. No interest in the Regulation S Global Certificates may be held by or transferred to a U.S. Person (as defined in Regulation S) except for exchanges for a beneficial interest in a Domestic Global Certificate or a Definitive Certificate as described in Section 5.02(m). Any beneficial interest in a Regulation S Global Certificate that is transferred to a U.S. Person that is an Institutional Accredited Investor (that is not a Qualified Institutional Buyer) is required to be delivered in the form of a Definitive Certificate and shall cease to be an interest in such Regulation S Global Certificate and, thereafter, will be subject to all transfer restrictions and other procedures applicable to Certificates in definitive form described in Section 5.03. Notwithstanding the foregoing, no transfer of a beneficial interest in a Regulation S Global Certificate to a Definitive Certificate pursuant to this Section 5.03 shall be made prior to the Release Date. Certificates evidenced by Regulation S Global Certificates shall be subject to certain restrictions on transfer as set forth in Section 5.02 and shall bear a legend regarding such restrictions described herein.
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (Banc of America Merrill Lynch Commercial Mortgage Inc.), Pooling and Servicing Agreement (Banc of America Merrill Lynch Commercial Mortgage Inc.)
Book-Entry Certificates. The Regular Certificates, upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book- Book-Entry Certificates, to be delivered to the Depository by or on behalf of the Depositor. Such Certificates shall initially be registered on the Certificate Register in the name of the Depository or its nominee, and no Certificate Owner of such Certificates will receive a definitive certificate representing such Certificate Owner’s interest in such Certificates, except as provided in Section 6.085.08. Unless and until definitive, fully registered Certificates (“Definitive Certificates”) have been issued to the Certificate Owners of such Certificates pursuant to Section 6.085.08:
(a) the provisions of this Section shall be in full force and effect;
(b) the Depositor Depositor, the Seller, the Master Servicer and the Securities Administrator Trustee may deal with the Depository and the Depository Participants for all purposes (including the making of distributions) as the authorized representative of the respective Certificate Owners of such Certificates;
(c) registration of the Book-Entry Certificates may not be transferred by the Securities Administrator Trustee except to another Depository;
(d) the rights of the respective Certificate Owners of such Certificates shall be exercised only through the Depository and the Depository Participants and shall be limited to those established by law and agreements between the Owners of such Certificates and the Depository and/or the Depository Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.085.08, the Depository will make book-entry transfers among the Depository Participants and receive and transmit distributions of principal and interest on the related Certificates to such Depository Participants;
(e) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants;
(f) the Depositor, the Servicer, the Trustee, the Master Servicer and the Securities Administrator Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants; and
(g) to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount of any Class of Certificates, such direction or consent may be given by Certificate Owners (acting through the Depository and the Depository Participants) owning Book-Entry Certificates evidencing the requisite percentage of principal amount of such Class of Certificates.
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (Cwabs Asset-Backed Certificates Trust 2005-Im3), Pooling and Servicing Agreement (Cwabs Inc. Asset-Backed Certificates Trust 2005-Im2)
Book-Entry Certificates. The Regular Certificates (other than Class CE Certificate and Class P Certificates), upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book- Book-Entry Certificates, to be delivered to the Depository by or on behalf of the Depositor. Such Certificates shall initially be registered on the Certificate Register in the name of the Depository or its nominee, and no Certificate Owner of such Certificates will receive a definitive certificate representing such Certificate Owner’s interest in such Certificates, except as provided in Section 6.08. Unless and until definitive, fully registered Certificates (“Definitive Certificates”) have been issued to the Certificate Owners of such Certificates pursuant to Section 6.08:
(a) the provisions of this Section shall be in full force and effect;
(b) the Depositor and the Securities Administrator Trustee may deal with the Depository and the Depository Participants for all purposes (including the making of distributions) as the authorized representative of the respective Certificate Owners of such Certificates;
(c) registration of the Book-Entry Certificates may not be transferred by the Securities Administrator Trustee except to another Depository;
(d) the rights of the respective Certificate Owners of such Certificates shall be exercised only through the Depository and the Depository Participants and shall be limited to those established by law and agreements between the Owners of such Certificates and the Depository and/or the Depository Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.08, the Depository will make book-entry transfers among the Depository Participants and receive and transmit distributions of principal and interest on the related Certificates to such Depository Participants;
(e) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants;
(f) the Depositor, the Servicer, the Trustee, the Master Servicer and the Securities Administrator Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants; and
(g) to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount of any Class of Certificates, such direction or consent may be given by Certificate Owners (acting through the Depository and the Depository Participants) owning Book-Entry Certificates evidencing the requisite percentage of principal amount of such Class of Certificates. The Private Certificates shall initially be held in fully registered certificated form. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Depositor (with the assistance of the Trustee) will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. If at anytime there are to be Global Certificates, the Global Certificates shall be delivered to the Depository by the Depositor or deposited with the Trustee as custodian for the Depository. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global 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 it represents or of brokerage firms for which it acts as agent in accordance with the Depository’s normal procedures.
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (Bear Stearns Asset Backed Securities I Trust 2005-He7), Pooling and Servicing Agreement (Bear Stearns Asset Backed Securities I Trust 2005-He7)
Book-Entry Certificates. (a) The Regular CertificatesRegistered Certificates and the Class F Certificates shall, upon original issuancein the case of each Class thereof, shall initially be issued in the form of as one or more typewritten Certificates representing the Book- Entry Certificates, to be delivered to the Depository by or on behalf of the Depositor. Such Certificates shall initially be registered on the Certificate Register in the name of the Depository or its nominee, and no Certificate Owner of such Certificates will receive a definitive certificate representing such Certificate Owner’s interest in such Certificatesnominee and, except as provided in Section 6.08subsection (c) below, transfer of such Certificates may not be registered by the Certificate Registrar unless such transfer is to a successor Depository that agrees to hold such Certificates for the respective Certificate Owners with Ownership Interests therein. Unless Such Certificate Owners shall hold and until definitivetransfer their respective Ownership Interests in and to such Certificates through the book-entry facilities of the Depository and, except as provided in subsection (c) below, shall not be entitled to fully registered registered, physical Certificates (“"Definitive Certificates”") have been issued to the in respect of such Ownership Interests. All transfers by Certificate Owners of such their respective Ownership Interests in the Book-Entry Certificates pursuant to Section 6.08:
(a) the provisions of this Section shall be made in full force and effect;accordance with the procedures established by the Depository Participant or brokerage firm representing each such Certificate Owner. Each Depository Participant shall only transfer the Ownership Interests in the Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures. Neither the Certificate Registrar nor the Trustee shall have any responsibility to monitor or restrict the transfer of Ownership Interests in Certificates through the book-entry facilities of the Depository.
(b) The Sponsor, the Depositor Mortgage Loan Seller, the Trustee, the Master Servicer, the Special Servicer, the REMIC Administrator and the Securities Administrator Certificate Registrar may for all purposes, including the making of payments due on the Book-Entry Certificates, deal with the Depository and the Depository Participants for all purposes (including the making of distributions) as the authorized representative of the respective Certificate Owners with respect to such Certificates for the purposes of such Certificates;
(c) registration exercising the rights of Certificateholders hereunder. The rights of Certificate Owners with respect to the Book-Entry Certificates may not be transferred by the Securities Administrator except to another Depository;
(d) the rights of the respective Certificate Owners of such Certificates shall be exercised only through the Depository and the Depository Participants and shall be limited to those established by law and agreements between the such Certificate Owners of such Certificates and the Depository and/or the Depository Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.08, the Depository will make book-entry transfers among the Depository Participants and receive brokerage firms representing such Certificate Owners. Multiple requests and transmit distributions directions from, and votes of, the Depository as Holder of principal the Book-Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Certificate Owners. The Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and interest shall give notice to the Depository of such record date. If any party hereto requests from the Depository a list of the Depository Participants in respect of any Class or Classes of the Book-Entry Certificates, the cost thereof shall be borne by the party on whose behalf such request is made (but in no event shall any such cost be borne by the related Trustee).
(c) If (i)(A) the Sponsor advises the Trustee and the Certificate Registrar in writing that the Depository is no longer willing or able to properly discharge its responsibilities with respect to any Class of the Book-Entry Certificates, and (B) the Sponsor is unable to locate a qualified successor, or (ii) the Sponsor at its option advises the Trustee and the Certificate Registrar in writing that it elects to terminate the book-entry system through the Depository with respect to any Class of the Book-Entry Certificates, the Certificate Registrar shall notify all affected Certificate Owners, through the Depository, of the occurrence of any such event and of the availability of Definitive Certificates to such Depository Participants;
(e) Certificate Owners requesting the Depository may collect its usual and customary feessame. Upon surrender to the Certificate Registrar of any Class of the Book-Entry Certificates by the Depository, charges and expenses from its Depository Participants;
(f) the Depositoraccompanied by registration instructions for registration of transfer, the Trustee shall execute, and the Certificate Registrar shall authenticate and deliver, the appropriate Definitive Certificates to the Certificate Owners identified in such instructions. None of the Sponsor, the Mortgage Loan Seller, the Master Servicer, the Special Servicer, the Trustee, the Master Servicer REMIC Administrator or the Certificate Registrar shall be liable for any delay in delivery of such instructions and the Securities Administrator may conclusively rely on, and shall be fully protected in relying upon information furnished by on, such instructions. Upon the Depository with respect to its Depository Participants; and
(g) to the extent that the provisions issuance of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control. For Definitive Certificates for purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount ownership of any Class of Registered Certificates, such direction or consent may be given by Certificate Owners (acting through the Depository and the Depository Participants) owning Book-Entry Certificates evidencing the requisite percentage of principal amount registered holders of such Class of Definitive Certificates shall be recognized as Certificateholders hereunder and, accordingly, shall be entitled directly to receive payments on, to exercise Voting Rights with respect to, and to transfer and exchange such Definitive Certificates.
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (Mortgage Capital Funding Inc), Pooling and Servicing Agreement (Mortgage Capital Funding Inc)
Book-Entry Certificates. (a) The Regular Certificates, upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book- Entry Certificates, to be delivered to the Depository by or on behalf of the Depositor. Such Certificates shall initially be issued as one or more Certificates registered on the Certificate Register in the name of the Depository or its nomineenominee and, and no Certificate Owner except as provided in subsection (c) below, transfer of such Certificates will receive may not be registered by the Certificate Registrar unless such transfer is to a definitive certificate representing successor Depository that agrees to hold such Certificates for the respective Certificate Owner’s interest Owners with Ownership Interests therein. Such Certificate Owners shall hold and transfer their respective Ownership Interests in and to such CertificatesCertificates through the book-entry facilities of the Depository and, except as provided in Section 6.085.02(d) above or subsection (c) below, shall not be entitled to Definitive Certificates in respect of such Ownership Interests. Unless and until definitive, fully registered Certificates (“Definitive Certificates”) have been issued to the All transfers by Certificate Owners of such their respective Ownership Interests in the Book-Entry Certificates pursuant to Section 6.08:
(a) the provisions of this Section shall be made in full force and effect;accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owner. Each Depository Participant shall only transfer the Ownership Interests in the Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures.
(b) The Trustee, the Master Servicer, the Special Servicer, the Depositor and the Securities Administrator Certificate Registrar may for all purposes, including the making of payments due on the Book-Entry Certificates, deal with the Depository and the Depository Participants for all purposes (including the making of distributions) as the authorized representative of the respective Certificate Owners with respect to such Certificates for the purposes of such Certificates;
(c) registration exercising the rights of Certificateholders hereunder. The rights of Certificate Owners with respect to the Book-Entry Certificates may not be transferred by the Securities Administrator except to another Depository;
(d) the rights of the respective Certificate Owners of such Certificates shall be exercised only through the Depository and the Depository Participants and shall be limited to those established by law and agreements between the such Certificate Owners of such Certificates and the Depository and/or the Depository Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.08, the Depository will make book-entry transfers among the Depository Participants and receive brokerage firms representing such Certificate Owners. Multiple requests and transmit distributions directions from, and votes of, the Depository as Holder of principal the Book-Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Certificate Owners. The Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and interest on shall give notice to the related Depository of such record date.
(c) If (i)(A) the Depositor advises the Trustee and the Certificate Registrar in writing that the Depository is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Certificates and (B) the Depositor is unable to locate a qualified successor, or (ii) the Depositor at its option advises the Trustee and the Certificate Registrar in writing that it elects to terminate the book-entry system through the Depository, the Trustee shall notify the affected Certificate Owners, through the Depository with respect to all, any Class or any portion of any Class of the Certificates or (iii) the Certificate Registrar determines that Definitive Certificates are required in accordance with the provisions of Section 5.03(e), of the occurrence of any such event and of the availability of Definitive Certificates to such Depository Participants;
(e) Certificate Owners requesting the same. Upon surrender to the Certificate Registrar of the Book-Entry Certificates by the Depository may collect its usual or any custodian acting on behalf of the Depository, accompanied by registration instructions from the Depository for registration of transfer, the Certificate Registrar shall execute, and customary feesthe Authenticating Agent shall authenticate and deliver, charges and expenses from its Depository Participants;
within five Business Days of such request if made at the Registrar Office, or within 10 Business Days if made at the office of a transfer agent (f) other than the Certificate Registrar), the Definitive Certificates to the Certificate Owners identified in such instructions. None of the Depositor, the Master Servicer, the Trustee, the Master Servicer Special Servicer, the Authenticating Agent and the Securities Administrator Certificate Registrar shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be fully protected in relying upon information furnished by on, such instructions. Upon the Depository with respect to its Depository Participants; and
(g) to the extent that the provisions issuance of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control. For Definitive Certificates for purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount ownership of any Class of Certificates, the registered Holders of such direction or consent may Definitive Certificates shall be given by Certificate Owners recognized as Certificateholders hereunder and, accordingly, shall be entitled directly to receive payments on, to exercise Voting Rights with respect to, and to transfer and exchange such Definitive Certificates.
(acting through the Depository and the Depository Participantsd) owning The Book-Entry Certificates (i) shall be delivered by the Certificate Registrar to the Depository, or pursuant to the Depository's instructions, and shall be registered in the name of Cede & Co. and (ii) shall bear a legend substantially to the following effect: Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to the Certificate Registrar for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. The Book-Entry Certificates may be deposited with such other Depository as the Certificate Registrar may from time to time designate, and shall bear such legend as may be appropriate.
(e) If the Trustee has instituted, or if the Special Servicer or the Master Servicer, on the Trustee's behalf, has been directed to institute, any judicial proceeding in a court to enforce the rights of the Certificateholders under the Certificates, and the Trustee has been advised by counsel that in connection with such proceeding it is necessary or appropriate for the Trustee to obtain possession of all or any portion of the Certificates evidenced by Book-Entry Certificates, the Trustee may in its sole discretion determine that such Certificates shall no longer be represented by such Book-Entry Certificates. In such event, the Certificate Registrar will execute, the Authenticating Agent will authenticate and the Certificate Registrar will deliver, in exchange for such Book-Entry Certificates, Definitive Certificates in a Denomination equal to the aggregate Denomination of such Book-Entry Certificates to the party so requesting such Definitive Certificates. In such event, the Certificate Registrar shall notify the affected Certificate Owners and make appropriate arrangements for the effectuation of the purpose of this clause.
(f) Upon acceptance for exchange or transfer of a beneficial interest in a Book-Entry Certificate for a Definitive Certificate, as provided herein, the Certificate Registrar shall endorse on a schedule affixed to the related Book-Entry Certificate (or on a continuation of such schedule affixed to such Book-Entry Certificate and made a part thereof) an appropriate notation evidencing the requisite percentage of principal amount date of such exchange or transfer and a decrease in the Denomination of such Book-Entry Certificate equal to the Denomination of such Definitive Certificate issued in exchange therefor or upon transfer thereof.
(g) If a Holder of a Definitive Certificate (other than a Definitive Certificate that is a Class S Certificate) wishes at any time to transfer such Certificate to a Person who wishes to take delivery thereof in the form of Certificatesa beneficial interest in the Book-Entry Certificate, such transfer may be effected only in accordance with Applicable Procedures, Section 5.02(b) and this Section 5.03(g). Upon receipt by the Certificate Registrar at the Registrar Office of (i) the Definitive Certificate to be transferred with an assignment and transfer pursuant to Section 5.02(a), and all required items pursuant to Section 5.02(b)(v), the Certificate Registrar shall cancel such Definitive Certificate, execute and deliver a new Definitive Certificate for the Denomination of the Definitive Certificate not so transferred, registered in the name of the Holder or the Holder's transferee (as instructed by the Holder), and the Certificate Registrar as custodian of the Book-Entry Certificates shall increase the Denomination of the related Book-Entry Certificate by the Denomination of the Definitive Certificate to be so transferred, and credit or cause to be credited to the account of the Person specified in such instructions a corresponding Denomination of such Book-Entry Certificate.
Appears in 2 contracts
Sources: 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)
Book-Entry Certificates. (a) The Regular Certificates, upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book- Entry Certificates, to be delivered to the Depository by or on behalf of the Depositor. Such Certificates shall initially be issued as one or more Certificates registered on the Certificate Register in the name of the Depository or its nomineenominee and, and no Certificate Owner except as provided in subsection (c) below, transfer of such Certificates will receive may not be registered by the Certificate Registrar unless such transfer is to a definitive certificate representing successor Depository that agrees to hold such Certificates for the respective Certificate Owner’s interest Owners with Ownership Interests therein. Such Certificate Owners shall hold and transfer their respective Ownership Interests in and to such CertificatesCertificates through the book-entry facilities of the Depository and, except as provided in Section 6.085.02(d) above or subsection (c) below, shall not be entitled to Definitive Certificates in respect of such Ownership Interests. Unless and until definitive, fully registered Certificates (“Definitive Certificates”) have been issued to the All transfers by Certificate Owners of such their respective Ownership Interests in the Book-Entry Certificates pursuant to Section 6.08:
(a) the provisions of this Section shall be made in full force and effect;accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owner. Each Depository Participant shall only transfer the Ownership Interests in the Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures.
(b) The Trustee, the Paying Agent, the Master Servicers, the Special Servicer, the Depositor and the Securities Administrator Certificate Registrar may for all purposes, including the making of payments due on the Book-Entry Certificates, deal with the Depository and the Depository Participants for all purposes (including the making of distributions) as the authorized representative of the respective Certificate Owners with respect to such Certificates for the purposes of such Certificates;
(c) registration exercising the rights of Certificateholders hereunder. The rights of Certificate Owners with respect to the Book-Entry Certificates may not be transferred by the Securities Administrator except to another Depository;
(d) the rights of the respective Certificate Owners of such Certificates shall be exercised only through the Depository and the Depository Participants and shall be limited to those established by law and agreements between the such Certificate Owners of such Certificates and the Depository and/or the Depository Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.08, the Depository will make book-entry transfers among the Depository Participants and receive brokerage firms representing such Certificate Owners. Multiple requests and transmit distributions directions from, and votes of, the Depository as Holder of principal the Book-Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Certificate Owners. The Paying Agent may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and interest on shall give notice to the related Depository of such record date.
(c) If (i)(A) the Depositor advises the Trustee, the Paying Agent and the Certificate Registrar in writing that the Depository is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Certificates and (B) the Depositor is unable to locate a qualified successor, or (ii) the Depositor at its option advises the Trustee, the Paying Agent and the Certificate Registrar in writing that it elects to terminate the book-entry system through the Depository, the Paying Agent shall notify the affected Certificate Owners, through the Depository with respect to all, any Class or any portion of any Class of the Certificates or (iii) the Certificate Registrar determines that Definitive Certificates are required in accordance with the provisions of Section 5.03(e), of the occurrence of any such event and of the availability of Definitive Certificates to such Depository Participants;
(e) Certificate Owners requesting the same. Upon surrender to the Certificate Registrar of the Book-Entry Certificates by the Depository may collect its usual or any custodian acting on behalf of the Depository, accompanied by registration instructions from the Depository for registration of transfer, the Certificate Registrar shall execute, and customary feesthe Authenticating Agent shall authenticate and deliver, charges and expenses from its Depository Participants;
within 5 Business Days of such request if made at the Registrar Office, or within 10 Business Days if made at the office of a transfer agent (f) other than the Certificate Registrar), the Definitive Certificates to the Certificate Owners identified in such instructions. None of the Depositor, the ServicerMaster Servicers, the Trustee, the Master Servicer Paying Agent, the Special Servicer, the Authenticating Agent and the Securities Administrator Certificate Registrar shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be fully protected in relying upon information furnished by on, such instructions. Upon the Depository with respect to its Depository Participants; and
(g) to the extent that the provisions issuance of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control. For Definitive Certificates for purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount ownership of any Class of Certificates, the registered Holders of such direction or consent may Definitive Certificates shall be given by Certificate Owners recognized as Certificateholders hereunder and, accordingly, shall be entitled directly to receive payments on, to exercise Voting Rights with respect to, and to transfer and exchange such Definitive Certificates.
(acting through the Depository and the Depository Participantsd) owning The Book-Entry Certificates (i) shall be delivered by the Certificate Registrar to the Depository, or pursuant to the Depository's instructions, and shall be registered in the name of Cede & Co. and (ii) shall bear a legend substantially to the following effect: Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to the Certificate Registrar for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. The Book-Entry Certificates may be deposited with such other Depository as the Certificate Registrar may from time to time designate, and shall bear such legend as may be appropriate.
(e) If the Trustee has instituted, or if the Special Servicer, a Master Servicer or the Paying Agent, on the Trustee's behalf, has been directed to institute, any judicial proceeding in a court to enforce the rights of the Certificateholders under the Certificates, and the Trustee has been advised by counsel that in connection with such proceeding it is necessary or appropriate for the Trustee to obtain possession of all or any portion of the Certificates evidenced by Book-Entry Certificates, the Trustee may in its sole discretion determine that such Certificates shall no longer be represented by such Book-Entry Certificates. In such event, the Certificate Registrar will execute, the Authenticating Agent will authenticate and the Certificate Registrar will deliver, in exchange for such Book-Entry Certificates, Definitive Certificates in a Denomination equal to the aggregate Denomination of such Book-Entry Certificates to the party so requesting such Definitive Certificates. In such event, the Certificate Registrar shall notify the affected Certificate Owners and make appropriate arrangements for the effectuation of the purpose of this clause.
(f) Upon acceptance for exchange or transfer of a beneficial interest in a Book-Entry Certificate for a Definitive Certificate, as provided herein, the Certificate Registrar shall endorse on a schedule affixed to the related Book-Entry Certificate (or on a continuation of such schedule affixed to such Book-Entry Certificate and made a part thereof) an appropriate notation evidencing the requisite percentage of principal amount date of such Class exchange or transfer and a decrease in the Denomination of Certificatessuch Book-Entry Certificate equal to the Denomination of such Definitive Certificate issued in exchange therefor or upon transfer thereof.
(g) If a Holder of a Definitive Certificate wishes at any time to transfer such Certificate to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Book-Entry Certificate, such transfer may be effected only in accordance with Applicable Procedures, Section 5.02(b) and this Section 5.03(g). Upon receipt by the Certificate Registrar at the Registrar Office of (i) the Definitive Certificate to be transferred with an assignment and transfer pursuant to Section 5.02(a), and all required items pursuant to Section 5.02(b)(v), the Certificate Registrar shall cancel such Definitive Certificate, execute and deliver a new Definitive Certificate for the Denomination of the Definitive Certificate not so transferred, registered in the name of the Holder or the Holder's transferee (as instructed by the Holder), and the Certificate Registrar as custodian of the Book-Entry Certificates shall increase the Denomination of the related Book-Entry Certificate by the Denomination of the Definitive Certificate to be so transferred, and credit or cause to be credited to the account of the Person specified in such instructions a corresponding Denomination of such Book-Entry Certificate.
Appears in 2 contracts
Sources: 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)
Book-Entry Certificates. The Regular Certificates (other than the Class CE Certificates and Class P Certificates), upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book- Book-Entry Certificates, to be delivered to the Depository by or on behalf of the Depositor. Such Certificates shall initially be registered on the Certificate Register in the name of the Depository or its nominee, and no Certificate Owner of such Certificates will receive a definitive certificate representing such Certificate Owner’s interest in such Certificates, except as provided in Section 6.08. Unless and until definitive, fully registered Certificates (“Definitive Certificates”) have been issued to the Certificate Owners of such Certificates pursuant to Section 6.08:
(a) the provisions of this Section shall be in full force and effect;
(b) the Depositor and the Securities Administrator Trustee may deal with the Depository and the Depository Participants for all purposes (including the making of distributions) as the authorized representative of the respective Certificate Owners of such Certificates;
(c) registration of the Book-Entry Certificates may not be transferred by the Securities Administrator Trustee except to another Depository;
(d) the rights of the respective Certificate Owners of such Certificates shall be exercised only through the Depository and the Depository Participants and shall be limited to those established by law and agreements between the Owners of such Certificates and the Depository and/or the Depository Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.08, the Depository will make book-entry transfers among the Depository Participants and receive and transmit distributions of principal and interest on the related Certificates to such Depository Participants;
(e) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants;
(f) the Depositor, the Servicer, the Trustee, the Master Servicer and the Securities Administrator Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants; and
(g) to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount of any Class of Certificates, such direction or consent may be given by Certificate Owners (acting through the Depository and the Depository Participants) owning Book-Entry Certificates evidencing the requisite percentage of principal amount of such Class of Certificates. The Private Certificates (other than the Class M-10 Certificates) shall initially be held in fully registered certificated form. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Depositor (with the assistance of the Trustee) will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. If at anytime there are to be Global Certificates, the Global Certificates shall be delivered to the Depository by the Depositor or deposited with the Trustee as custodian for the Depository. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global 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 it represents or of brokerage firms for which it acts as agent in accordance with the Depository’s normal procedures.
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (Bear Stearns Asset Backed Securities I Trust 2007-Aq1), Pooling and Servicing Agreement (Bear Stearns Asset Backed Securities I Trust 2007-Fs1)
Book-Entry Certificates. The Regular Certificates (other than the Class B-IO Certificates), upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book- Book-Entry Certificates, to be delivered to the Depository or its agent by or on behalf of the Depositor. Such Certificates shall initially be registered on the Certificate Register in the name of the Depository or its nominee, and no Certificate Owner of such Certificates will receive a definitive certificate representing such Certificate Owner’s interest in such Certificates, except as provided in Section 6.08. Unless and until definitive, fully registered Certificates (“Definitive Certificates”) have been issued to the Certificate Owners of such Certificates pursuant to Section 6.08:
(a) the provisions of this Section shall be in full force and effect;
(b) the Depositor and the Securities Administrator Trustee may deal with the Depository and the Depository Participants for all purposes (including the making of distributions) as the authorized representative of the respective Certificate Owners of such Certificates;
(c) registration of the Book-Entry Certificates may not be transferred by the Securities Administrator Trustee except to another Depository;
(d) the rights of the respective Certificate Owners of such Certificates shall be exercised only through the Depository and the Depository Participants and shall be limited to those established by law and agreements between the Owners of such Certificates and the Depository and/or the Depository Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.08, the Depository will make book-entry transfers among the Depository Participants and receive and transmit distributions of principal and interest on the related Certificates to such Depository Participants;
(e) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants;
(f) the Depositor, the Servicer, the Trustee, the Master Servicer and the Securities Administrator Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants; and
(g) to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount of any Class of Certificates, such direction or consent may be given by Certificate Owners (acting through the Depository and the Depository Participants) owning Book-Entry Certificates evidencing the requisite percentage of principal amount of such Class of Certificates.
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (Bear Stearns Asset Backed Securities Trust 2004-2), Pooling and Servicing Agreement (Bear Stearns Asset Backed Sec Inc Series 2004 1)
Book-Entry Certificates. The Regular Certificates, upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book- Book-Entry Certificates, to be delivered to the Depository by or on behalf of the Depositor. Such The Class C, Class P and Class R Certificates shall be definitive certificates. The Book-Entry Certificates shall initially be registered on the Certificate Register in the name of the Depository or its nominee, and no Certificate Owner of such Certificates a Book-Entry Certificate will receive a definitive certificate representing such Certificate Owner’s 's interest in such Certificates, except as provided in Section 6.085.08. Unless and until definitive, fully registered Certificates (“"Definitive Certificates”") have been issued to the Certificate Owners of such the Book-Entry Certificates pursuant to Section 6.085.08:
(a) the provisions of this Section shall be in full force and effect;
(b) the Depositor and Depositor, the Securities Administrator and the Trustee may deal with the Depository and the Depository Participants for all purposes (including the making of distributions) as the authorized representative of the respective Certificate Owners of such the Book-Entry Certificates;
(c) registration of the Book-Entry Certificates may not be transferred by the Securities Administrator except to another Depository;
(d) the rights of the respective Certificate Owners of such the Book-Entry Certificates shall be exercised only through the Depository and the Depository Participants and shall be limited to those established by law and agreements between the Owners of such the Book-Entry Certificates and the Depository and/or the Depository Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.085.08, the Depository will make book-entry transfers among the Depository Participants and receive and transmit distributions of principal and interest on the related Certificates to such Depository Participants;
(e) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants;
(f) the Depositor, the Servicer, the Trustee, the Master Servicer Securities Administrator and the Securities Administrator Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants; and
(g) to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount of any Class of Certificates, such direction or consent may be given by Certificate Owners (acting through the Depository and the Depository Participants) owning Book-Entry Certificates evidencing the requisite percentage of principal amount of such Class of Certificates.
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (Merrill Lynch Mortgage Investors Trust Series 2005-Sl1), Pooling and Servicing Agreement (Merrill Lynch Mortgage Investors, Inc. Series 2004-FFC)
Book-Entry Certificates. (a) The Regular Certificates, upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book- Entry Certificates, to be delivered to the Depository by or on behalf of the Depositor. Such Certificates shall initially be issued as one or more Certificates registered on the Certificate Register in the name of the Depository or its nomineenominee and, and no Certificate Owner except as provided in subsection (c) below, transfer of such Certificates will receive may not be registered by the Certificate Registrar unless such transfer is to a definitive certificate representing successor Depository that agrees to hold such Certificates for the respective Certificate Owner’s interest Owners with Ownership Interests therein. Such Certificate Owners shall hold and transfer their respective Ownership Interests in and to such CertificatesCertificates through the book-entry facilities of the Depository and, except as provided in Section 6.085.02(d) above or subsection (c) below, shall not be entitled to Definitive Certificates in respect of such Ownership Interests. Unless and until definitive, fully registered Certificates (“Definitive Certificates”) have been issued to the All transfers by Certificate Owners of such their respective Ownership Interests in the Book-Entry Certificates pursuant to Section 6.08:
(a) the provisions of this Section shall be made in full force and effect;accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owner. Each Depository Participant shall only transfer the Ownership Interests in the Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures.
(b) The Trustee, the Master Servicers, the Special Servicer, the Depositor and the Securities Administrator Certificate Registrar may for all purposes, including the making of payments due on the Book-Entry Certificates, deal with the Depository and the Depository Participants for all purposes (including the making of distributions) as the authorized representative of the respective Certificate Owners with respect to such Certificates for the purposes of such Certificates;
(c) registration exercising the rights of Certificateholders hereunder. The rights of Certificate Owners with respect to the Book-Entry Certificates may not be transferred by the Securities Administrator except to another Depository;
(d) the rights of the respective Certificate Owners of such Certificates shall be exercised only through the Depository and the Depository Participants and shall be limited to those established by law and agreements between the such Certificate Owners of such Certificates and the Depository and/or the Depository Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.08, the Depository will make book-entry transfers among the Depository Participants and receive brokerage firms representing such Certificate Owners. Multiple requests and transmit distributions directions from, and votes of, the Depository as Holder of principal the Book-Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Certificate Owners. The Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and interest on shall give notice to the related Depository of such record date.
(c) If (i)(A) the Depositor advises the Trustee and the Certificate Registrar in writing that the Depository is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Certificates and (B) the Depositor is unable to locate a qualified successor, or (ii) the Depositor at its option advises the Trustee and the Certificate Registrar in writing that it elects to terminate the book-entry system through the Depository, the Trustee shall notify the affected Certificate Owners, through the Depository with respect to all, any Class or any portion of any Class of the Certificates or (iii) the Certificate Registrar determines that Definitive Certificates are required in accordance with the provisions of Section 5.03(e), of the occurrence of any such event and of the availability of Definitive Certificates to such Depository Participants;
(e) Certificate Owners requesting the same. Upon surrender to the Certificate Registrar of the Book-Entry Certificates by the Depository may collect its usual or any custodian acting on behalf of the Depository, accompanied by registration instructions from the Depository for registration of transfer, the Certificate Registrar shall execute, and customary feesthe Authenticating Agent shall authenticate and deliver, charges and expenses from its Depository Participants;
within 5 Business Days of such request if made at the Registrar Office, or within 10 Business Days if made at the office of a transfer agent (f) other than the Certificate Registrar), the Definitive Certificates to the Certificate Owners identified in such instructions. None of the Depositor, the ServicerMaster Servicers, the Trustee, the Master Servicer Special Servicer, the Authenticating Agent and the Securities Administrator Certificate Registrar shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be fully protected in relying upon information furnished by on, such instructions. Upon the Depository with respect to its Depository Participants; and
(g) to the extent that the provisions issuance of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control. For Definitive Certificates for purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount ownership of any Class of Certificates, the registered Holders of such direction or consent may Definitive Certificates shall be given by Certificate Owners recognized as Certificateholders hereunder and, accordingly, shall be entitled directly to receive payments on, to exercise Voting Rights with respect to, and to transfer and exchange such Definitive Certificates.
(acting through the Depository and the Depository Participantsd) owning The Book-Entry Certificates (i) shall be delivered by the Certificate Registrar to the Depository, or pursuant to the Depository's instructions, and shall be registered in the name of Cede & Co. and (ii) shall bear a legend substantially to the following effect: Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to the Certificate Registrar for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. The Book-Entry Certificates may be deposited with such other Depository as the Certificate Registrar may from time to time designate, and shall bear such legend as may be appropriate.
(e) If the Trustee has instituted, or if the Special Servicer or a Master Servicer, on the Trustee's behalf, has been directed to institute, any judicial proceeding in a court to enforce the rights of the Certificateholders under the Certificates, and the Trustee has been advised by counsel that in connection with such proceeding it is necessary or appropriate for the Trustee to obtain possession of all or any portion of the Certificates evidenced by Book-Entry Certificates, the Trustee may in its sole discretion determine that such Certificates shall no longer be represented by such Book-Entry Certificates. In such event, the Certificate Registrar will execute, the Authenticating Agent will authenticate and the Certificate Registrar will deliver, in exchange for such Book-Entry Certificates, Definitive Certificates in a Denomination equal to the aggregate Denomination of such Book-Entry Certificates to the party so requesting such Definitive Certificates. In such event, the Certificate Registrar shall notify the affected Certificate Owners and make appropriate arrangements for the effectuation of the purpose of this clause.
(f) Upon acceptance for exchange or transfer of a beneficial interest in a Book-Entry Certificate for a Definitive Certificate, as provided herein, the Certificate Registrar shall endorse on a schedule affixed to the related Book-Entry Certificate (or on a continuation of such schedule affixed to such Book-Entry Certificate and made a part thereof) an appropriate notation evidencing the requisite percentage of principal amount date of such exchange or transfer and a decrease in the Denomination of such Book-Entry Certificate equal to the Denomination of such Definitive Certificate issued in exchange therefor or upon transfer thereof.
(g) If a Holder of a Definitive Certificate (other than a Definitive Certificate that is a Class S Certificate) wishes at any time to transfer such Certificate to a Person who wishes to take delivery thereof in the form of Certificatesa beneficial interest in the Book-Entry Certificate, such transfer may be effected only in accordance with Applicable Procedures, Section 5.02(b) and this Section 5.03(g). Upon receipt by the Certificate Registrar at the Registrar Office of (i) the Definitive Certificate to be transferred with an assignment and transfer pursuant to Section 5.02(a), and all required items pursuant to Section 5.02(b)(v), the Certificate Registrar shall cancel such Definitive Certificate, execute and deliver a new Definitive Certificate for the Denomination of the Definitive Certificate not so transferred, registered in the name of the Holder or the Holder's transferee (as instructed by the Holder), and the Certificate Registrar as custodian of the Book-Entry Certificates shall increase the Denomination of the related Book-Entry Certificate by the Denomination of the Definitive Certificate to be so transferred, and credit or cause to be credited to the account of the Person specified in such instructions a corresponding Denomination of such Book-Entry Certificate.
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2007-Ldp10), Pooling and Servicing Agreement (J.P. Morgan Chase Commercial Mortgage Securities Trust 2007-Ldp10)
Book-Entry Certificates. The Regular Certificates, upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book- Entry Certificates, to be delivered to the Depository by or on behalf of the Depositor. Such Certificates shall initially be registered on the Certificate Register in the name of the Depository or its nominee, and no Certificate Owner of such Certificates will receive a definitive certificate representing such Certificate Owner’s 's interest in such Certificates, except as provided in Section 6.08. Unless and until definitive, fully registered Certificates (“"Definitive Certificates”") have been issued to the Certificate Owners of such Certificates pursuant to Section 6.08:
(a) the provisions of this Section shall be in full force and effect;
(b) the Depositor and the Securities Administrator may deal with the Depository and the Depository Participants for all purposes (including the making of distributions) as the authorized representative of the respective Certificate Owners of such Certificates;
(c) registration of the Book-Entry Certificates may not be transferred by the Securities Administrator except to another Depository;
(d) the rights of the respective Certificate Owners of such Certificates shall be exercised only through the Depository and the Depository Participants and shall be limited to those established by law and agreements between the Owners of such Certificates and the Depository and/or the Depository Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.08, the Depository will make book-entry transfers among the Depository Participants and receive and transmit distributions of principal and interest on the related Certificates to such Depository Participants;
(e) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants;
(f) the Depositor, the Servicer, the Trustee, the Master Servicer and the Securities Administrator may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants; and
(g) to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount of any Class of Certificates, such direction or consent may be given by Certificate Owners (acting through the Depository and the Depository Participants) owning Book-Entry Certificates evidencing the requisite percentage of principal amount of such Class of Certificates.
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (Nomura Asset Acceptance Corp), Pooling and Servicing Agreement (Nomura Home Equity Loan, Inc.)
Book-Entry Certificates. (a) The Regular Certificates, upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book- Entry Certificates, to be delivered to the Depository by or on behalf of the Depositor. Such Certificates shall initially be issued as one or more Certificates registered on the Certificate Register in the name of the Depository or its nomineenominee and, and no Certificate Owner except as provided in subsection (c) below, transfer of such Certificates will receive may not be registered by the Certificate Registrar unless such transfer is to a definitive certificate representing successor Depository that agrees to hold such Certificates for the respective Certificate Owner’s interest Owners with Ownership Interests therein. Such Certificate Owners shall hold and transfer their respective Ownership Interests in and to such CertificatesCertificates through the book-entry facilities of the Depository and, except as provided in Section 6.085.02(e) above or subsection (c) below, shall not be entitled to Definitive Certificates in respect of such Ownership Interests. Unless and until definitive, fully registered Certificates (“Definitive Certificates”) have been issued to the All transfers by Certificate Owners of such their respective Ownership Interests in the Book-Entry Certificates pursuant to Section 6.08:
(a) the provisions of this Section shall be made in full force and effect;accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owner. Each Depository Participant shall only transfer the Ownership Interests in the Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures.
(b) The Trustee, the Servicer, the Special Servicer, the Paying Agent, the Depositor and the Securities Administrator Certificate Registrar may for all purposes, including the making of payments due on the Book-Entry Certificates, deal with the Depository and the Depository Participants for all purposes (including the making of distributions) as the authorized representative of the respective Certificate Owners with respect to such Certificates for the purposes of such Certificates;
(c) registration exercising the rights of Certificateholders hereunder. The rights of Certificate Owners with respect to the Book-Entry Certificates may not be transferred by the Securities Administrator except to another Depository;
(d) the rights of the respective Certificate Owners of such Certificates shall be exercised only through the Depository and the Depository Participants and shall be limited to those established by law and agreements between the such Certificate Owners of such Certificates and the Depository and/or the Depository Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.08, the Depository will make book-entry transfers among the Depository Participants and receive brokerage firms representing such Certificate Owners. Multiple requests and transmit distributions directions from, and votes of, the Depository as Holder of principal the Book-Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Certificate Owners. The Certificate Registrar may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and interest on shall give notice to the related Depository of such record date.
(c) If (i)(A) the Depositor advises the Trustee, the Paying Agent and the Certificate Registrar in writing that the Depository is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Certificates and (B) the Depositor is unable to locate a qualified successor, or (ii) the Depositor at its option advises the Trustee, the Paying Agent and the Certificate Registrar in writing that it elects to terminate the book-entry system through the Depository, the Paying Agent shall notify the affected Certificate Owners, through the Depository with respect to all, any Class or any portion of any Class of the Certificates or (iii) the Trustee determines that Definitive Certificates are required in accordance with the provisions of Section 5.03(e), of the occurrence of any such event and of the availability of Definitive Certificates to such Depository Participants;
(e) Certificate Owners requesting the same. Upon surrender to the Certificate Registrar of the Book-Entry Certificates by the Depository may collect its usual or any custodian acting on behalf of the Depository, accompanied by registration instructions from the Depository for registration of transfer, the Certificate Registrar shall execute, and customary feesthe Authenticating Agent shall authenticate and deliver, charges and expenses from its Depository Participants;
within 5 Business Days of such request if made at the Registrar Office, or within 10 Business Days if made at the office of a transfer agent (f) other than the Certificate Registrar), the Definitive Certificates to the Certificate Owners identified in such instructions. None of the Depositor, the Paying Agent, the Servicer, the Trustee, the Master Servicer Special Servicer, the Authenticating Agent and the Securities Administrator Certificate Registrar shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be fully protected in relying upon information furnished by on, such instructions. Upon the Depository with respect to its Depository Participants; and
(g) to the extent that the provisions issuance of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control. For Definitive Certificates for purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount ownership of any Class of Certificates, the registered Holders of such direction or consent may Definitive Certificates shall be given by Certificate Owners recognized as Certificateholders hereunder and, accordingly, shall be entitled directly to receive payments on, to exercise Voting Rights with respect to, and to transfer and exchange such Definitive Certificates.
(acting through the Depository and the Depository Participantsd) owning The Book-Entry Certificates (i) shall be delivered by the Certificate Registrar to the Depository, or pursuant to the Depository's instructions, and shall be registered in the name of Cede & Co. and (ii) shall bear a legend substantially to the following effect: Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to the Certificate Registrar for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. The Book-Entry Certificates may be deposited with such other Depository as the Certificate Registrar may from time to time designate, and shall bear such legend as may be appropriate.
(e) If the Trustee has instituted or if the Special Servicer or the Servicer, on the Trustee's behalf, has been directed to institute any judicial proceeding in a court to enforce the rights of the Certificateholders under the Certificates, and the Trustee has been advised by counsel that in connection with such proceeding it is necessary or appropriate for the Trustee to obtain possession of all or any portion of the Certificates evidenced by Book-Entry Certificates, the Trustee may in its sole discretion determine that such Certificates shall no longer be represented by such Book-Entry Certificates. In such event, the Certificate Registrar will execute, the Authenticating Agent will authenticate and the Certificate Registrar will deliver, in exchange for such Book-Entry Certificates, Definitive Certificates in a Denomination equal to the aggregate Denomination of such Book-Entry Certificates to the party so requesting such Definitive Certificates. In such event, the Certificate Registrar shall notify the affected Certificate Owners and make appropriate arrangements for the effectuation of the purpose of this clause.
(f) Upon acceptance for exchange or transfer of a beneficial interest in a Book-Entry Certificate for a Definitive Certificate, as provided herein, the Certificate Registrar shall endorse on a schedule affixed to the related Book-Entry Certificate (or on a continuation of such schedule affixed to such Book-Entry Certificate and made a part thereof) an appropriate notation evidencing the requisite percentage of principal amount date of such Class exchange or transfer and a decrease in the Denomination of Certificatessuch Book-Entry Certificate equal to the Denomination of such Definitive Certificate issued in exchange therefor or upon transfer thereof.
(g) If a Holder of a Definitive Certificate wishes at any time to transfer such Certificate to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Book-Entry Certificate, such transfer may be effected only in accordance with Depository Rules and this Section 5.03(g). Upon receipt by the Certificate Registrar at the Registrar Office of (i) the Definitive Certificate to be transferred with an assignment and transfer pursuant to Section 5.02(a), (ii) written instructions given in accordance with Depository Rules directing the Certificate Registrar to credit or cause to be credited to another account a beneficial interest in the related Book-Entry Certificate, in an amount equal to the Denomination of the Definitive Certificate to be so transferred, (iii) a written order given in accordance with the Depository Rules containing information regarding the account to be credited with such beneficial interest and (iv) if the affected Certificate is a Non-Registered Certificate an Investment Representation Letter from the transferee to the effect that such transferee is a Qualified Institutional Buyer, the Certificate Registrar shall cancel such Definitive Certificate, execute and deliver a new Definitive Certificate for the Denomination of the Definitive Certificate not so transferred, registered in the name of the Holder or the Holder's transferee (as instructed by the Holder), and the Certificate Registrar shall instruct the Depository or the custodian holding such Book-Entry Certificate on behalf of the Depository to increase the Denomination of the related Book-Entry Certificate by the Denomination of the Definitive Certificate to be so transferred, and to credit or cause to be credited to the account of the Person specified in such instructions a corresponding Denomination of such Book-Entry Certificate.
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (Chase Commercial Mort Sec Corp Com Mor Pa Th Ce Ser 2000-1), Pooling and Servicing Agreement (Chase Commercial Mort Sec Corp Com Mor Pa Th Ce Ser 2000-2)
Book-Entry Certificates. The Regular Certificates, upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book- Book-Entry Certificates, to be delivered to the Depository by or on behalf of the Depositor. Such The Class N, Class R and Class X Certificates shall be definitive certificates. The Book-Entry Certificates shall initially be registered on the Certificate Register in the name of the Depository or its nominee, and no Certificate Owner of such Certificates a Book-Entry Certificate will receive a definitive certificate representing such Certificate Owner’s 's interest in such Certificates, except as provided in Section 6.08. Unless and until definitive, fully registered Certificates (“"Definitive Certificates”") have been issued to the Certificate Owners of such the Book-Entry Certificates pursuant to Section 6.08:
(a) the provisions of this Section shall be in full force and effect;
(b) the Depositor and Depositor, the Securities Administrator and the Trustee may deal with the Depository and the Depository Participants for all purposes (including the making of distributions) as the authorized representative of the respective Certificate Owners of such the Book-Entry Certificates;
(c) registration of the Book-Entry Certificates may not be transferred by the Securities Administrator except to another Depository;
(d) the rights of the respective Certificate Owners of such the Book-Entry Certificates shall be exercised only through the Depository and the Depository Participants and shall be limited to those established by law and agreements between the Owners of such the Book-Entry Certificates and the Depository and/or the Depository Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.08, the Depository will make book-entry transfers among the Depository Participants and receive and transmit distributions of principal and interest on the related Certificates to such Depository Participants;
(e) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants;
(f) the Depositor, the Servicer, the Trustee, the Master Servicer Securities Administrator and the Securities Administrator Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants; and
(g) to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount of any Class of Certificates, such direction or consent may be given by Certificate Owners (acting through the Depository and the Depository Participants) owning Book-Entry Certificates evidencing the requisite percentage of principal amount of such Class of Certificates.
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (Merrill Lynch Mort Inv Inc Asst Back Certs Ser TMTS 2004 5he), Pooling and Servicing Agreement (Merrill Lynch Mort Inv Inc Asst Back Certs Ser TMTS 2004 3he)
Book-Entry Certificates. The Regular (a) As of the Sequel Closing Date, the Class A, Class X, Class B, Class C, Class D, Class E and Class F Certificates, upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book- Entry Certificates, to be delivered to the Depository by or on behalf and as of the Depositor. Such Original Closing Date, the Class G, Class H, Class J and Class K Certificates shall initially be issued as one or more Certificates registered on the Certificate Register in the name of the Depository or its nominee, and no Certificate Owner of such Certificates will receive a definitive certificate representing such Certificate Owner’s interest in such Certificatesnominee and, except as provided in Section 6.08subsection (c) below, transfer of such Certificates may not be registered by the Certificate Registrar unless such transfer is to a successor Depository that agrees to hold such Certificates for the respective Certificate Owners with Ownership Interests therein. Unless Such Certificate Owners shall hold and until definitivetransfer their respective Ownership Interests in and to such Certificates through the book-entry facilities of the Depository and, except as provided in subsection (c) below, shall not be entitled to fully registered registered, physical Certificates (“"Definitive Certificates”") have been issued to the in respect of such Ownership Interests. All transfers by Certificate Owners of such their respective Ownership Interests in the Book-Entry Certificates pursuant to Section 6.08:
(a) the provisions of this Section shall be made in full force and effect;accordance with the procedures established by the Depository Participant or brokerage firm representing each such Certificate Owner. Each Depository Participant shall only transfer the Ownership Interests in the Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures. Neither the Certificate Registrar nor the Trustee shall have any responsibility to monitor or restrict the transfer of Ownership Interests in Certificates through the book-entry facilities of the Depository.
(b) The Depositor, the Depositor Mortgage Loan Seller, the Trustee, the Master Servicer, the Special Servicer, the REMIC Administrator and the Securities Administrator Certificate Registrar may for all purposes, including the making of payments due on the Book-Entry Certificates, deal with the Depository and the Depository Participants for all purposes (including the making of distributions) as the authorized representative of the respective Certificate Owners with respect to such Certificates for the purposes of such Certificates;
(c) registration exercising the rights of Certificateholders hereunder. The rights of Certificate Owners with respect to the Book-Entry Certificates may not be transferred by the Securities Administrator except to another Depository;
(d) the rights of the respective Certificate Owners of such Certificates shall be exercised only through the Depository and the Depository Participants and shall be limited to those established by law and agreements between the such Certificate Owners of such Certificates and the Depository and/or the Depository Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.08, the Depository will make book-entry transfers among the Depository Participants and receive brokerage firms representing such Certificate Owners. Multiple requests and transmit distributions directions from, and votes of, the Depository as Holder of principal the Book-Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Certificate Owners. The Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and interest shall give notice to the Depository of such record date. If any party hereto requests from the Depository a list of the Depository Participants in respect of any Class or Classes of the Book-Entry Certificates, the cost thereof shall be borne by the party on whose behalf such request is made (but in no event shall any such cost be borne by the related Trustee).
(c) If (i)(A) the Depositor advises the Trustee and the Certificate Registrar in writing that the Depository is no longer willing or able to properly discharge its responsibilities with respect to any Class of the Book-Entry Certificates, and (B) the Depositor is unable to locate a qualified successor, or (ii) the Depositor at its option advises the Trustee and the Certificate Registrar in writing that it elects to terminate the book-entry system through the Depository with respect to any Class of the Book-Entry Certificates, the Certificate Registrar shall notify all affected Certificate Owners, through the Depository, of the occurrence of any such event and of the availability of Definitive Certificates to such Depository Participants;
(e) Certificate Owners requesting the Depository may collect its usual same. Upon surrender to the Certificate Registrar of any Class of the Book-Entry Certificates by the Depository, accompanied by registration instructions for registration of transfer, the Trustee shall execute, and customary feesthe Certificate Registrar shall authenticate and deliver, charges and expenses from its Depository Participants;
(f) the appropriate Definitive Certificates to the Certificate Owners identified in such instructions. None of the Depositor, the Mortgage Loan Seller, the Master Servicer, the Special Servicer, the Trustee, the Master Servicer REMIC Administrator or the Certificate Registrar shall be liable for any delay in delivery of such instructions and the Securities Administrator may conclusively rely on, and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants; andon, such instructions.
(gd) to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount of any Class of Certificates, such direction or consent may be given by Certificate Owners (acting through the Depository and the Depository Participants) owning The Book-Entry Certificates (i) shall be delivered by the Certificate Registrar to the Depository, or pursuant to the Depository's instructions, and shall be registered in the name of Cede & Co. and (ii) shall bear a legend substantially to the following effect: Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to the Certificate Registrar for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. The Book-Entry Certificates may be deposited with such other Depository as the Certificate Registrar may from time to time designate, and shall bear such legend as may be appropriate.
(e) Upon acceptance for exchange or transfer of a beneficial interest in a Book-Entry Certificate for a Definitive Certificate, as provided herein, the Certificate Registrar shall endorse on a schedule affixed to the related Book-Entry Certificate (or on a continuation of such schedule affixed to such Book-Entry Certificate and made a part thereof) an appropriate notation evidencing the requisite percentage of principal amount date of such Class exchange or transfer and a decrease in the Denomination of Certificatessuch Book-Entry Certificate equal to the Denomination of such Definitive Certificate issued in exchange therefor or upon transfer thereof.
(f) If a Holder of a Definitive Certificate wishes at any time to transfer such Certificate to a Person who wishes to take delivery thereof in the form of a beneficial interest in the Book-Entry Certificate, such transfer may be effected only in accordance with Depository Rules and this Section 5.03(f). Upon receipt by the Certificate Registrar at the Registrar Office of (i) the Definitive Certificate to be transferred with an assignment and transfer pursuant to Section 5.02(a), (ii) written instructions given in accordance with Depository Rules directing the Certificate Registrar to credit or cause to be credited to another account a beneficial interest in the related Book-Entry Certificate, in an amount equal to the Denomination of the Definitive Certificate to be so transferred, (iii) a written order given in accordance with the Depository Rules containing information regarding the account to be credited with such beneficial interest and (iv) if the affected Certificate is a Non-Registered Certificate an Investment Representation Letter from the transferee to the effect that such transferee is a Qualified Institutional Buyer, the Certificate Registrar shall cancel such Definitive Certificate, execute and deliver a new Definitive Certificate for the Denomination of the Definitive Certificate not so transferred, registered in the name of the Holder or the Holder's transferee (as instructed by the Holder), and the Certificate Registrar shall instruct the Depository or the custodian holding such Book-Entry Certificate on behalf of the Depository to increase the Denomination of the related Book-Entry Certificate by the Denomination of the Definitive Certificate to be so transferred, and to credit or cause to be credited to the account of the Person specified in such instructions a corresponding Denomination of such Book-Entry Certificate.
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (Nationslink Funding Corp Comm Mort Pass THR Cert Ser 1998-2), Pooling and Servicing Agreement (Nationslink Funding Corp Comm Mort Pass THR Cert Ser 1998-2)
Book-Entry Certificates. The Regular Certificates, upon original issuance, shall be issued in (a) Each Class of Certificates other than the form of one or more typewritten Certificates representing the Book- Entry Certificates, to be delivered to the Depository by or on behalf of the Depositor. Such Residual Certificates shall initially be issued as one or more Certificates registered on the Certificate Register in the name of the Depository or its nominee, and no Certificate Owner of such Certificates will receive a definitive certificate representing such Certificate Owner’s interest in such Certificatesnominee and, except as provided in Section 6.08subsection (c) below, transfer of such Certificates may not be registered by the Certificate Registrar unless such transfer is to a successor Depository that agrees to hold such Certificates for the respective Certificate Owners with Ownership Interests therein. Unless Such Certificate Owners shall hold and until transfer their respective Ownership Interests in 258 and to such Certificates through the book-entry facilities of the Depository and, except as provided in subsection (c) below shall not be entitled to definitive, fully registered Certificates (“"Definitive Certificates”") in respect of such Ownership Interests. The Trustee shall not have been issued any responsibility to monitor or restrict the transfer of Ownership Interests in any Book-Entry Certificate. All transfers by Certificate Owners of such their respective Ownership Interests in the Book-Entry Certificates pursuant to Section 6.08:
(a) the provisions of this Section shall be made in full force and effect;accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owner. Each Depository Participant shall only transfer the Ownership Interests in the Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures.
(b) The Trustee, the Master Servicer, the Special Servicer, the Depositor and the Securities Administrator Certificate Registrar may for all purposes, including the making of payments due on the Book-Entry Certificates, deal with the Depository and the Depository Participants for all purposes (including the making of distributions) as the authorized representative of the respective Certificate Owners with respect to such Certificates for the purposes of such Certificates;
(c) registration exercising the rights of Certificateholders hereunder. The rights of Certificate Owners with respect to the Book-Entry Certificates may not be transferred by the Securities Administrator except to another Depository;
(d) the rights of the respective Certificate Owners of such Certificates shall be exercised only through the Depository and the Depository Participants and shall be limited to those established by law and agreements between the such Certificate Owners of such Certificates and the Depository and/or the Depository Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.08, the Depository will make book-entry transfers among the Depository Participants and receive brokerage firms representing such Certificate Owners. Multiple requests and transmit distributions directions from, and votes of, the Depository as Holder of principal the Book-Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Certificate Owners. The Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and interest on shall give notice to the related Depository of such record date.
(c) If (i)(A) the Depositor advises the Trustee and the Certificate Registrar in writing that the Depository is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Certificates, and (B) the Depositor is unable to locate a qualified successor, or (ii) the Depositor at its option advises the Trustee and the Certificate Registrar in writing that it elects to terminate the book-entry system through the Depository, the Trustee shall notify all Certificate Owners, through the Depository, of the occurrence of any such event and of the availability of Definitive Certificates to such Depository Participants;
(e) Certificate Owners requesting the same. Upon surrender to the Certificate Registrar of the Book-Entry Certificates by the Depository, accompanied by registration instructions from the Depository may collect its usual for registration of transfer and customary feesany other documents necessary to satisfy the requirements of any applicable transfer restrictions, charges the Trustee shall execute, and expenses from its Depository Participants;
(f) the Certificate Registrar shall authenticate and deliver, the applicable Definitive Certificates to the Certificate Owners identified in such instructions. None of the Depositor, the Master Servicer, the TrusteeSpecial Servicer, the Master Servicer Trustee or the Certificate Registrar shall be liable for any delay in delivery of such instructions, and the Securities Administrator each may conclusively rely on, and shall be fully protected in relying upon information furnished by on, such instructions. Upon the Depository issuance of Definitive Certificates for purposes of evidencing ownership of the Registered Certificates held in book-entry form, the registered holders of such Definitive Certificates shall be recognized as Certificateholders hereunder and, accordingly, shall be entitled directly to receive payments on, to exercise Voting Rights with respect to, and to its Depository Participants; and
(g) to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall controltransfer and exchange such Definitive Certificates. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount of any Class of Certificates, such direction or consent may be given by Certificate Owners (acting through the Depository and the Depository Participants) owning Book-Entry Certificates evidencing the requisite percentage of principal amount of such Class of Certificates.259
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (GMAC Commercial Mortgage Securities, Inc. Series 2005-C1 Trust), Pooling and Servicing Agreement (GMAC Commercial Mortgage Securities, Inc. Series 2005-C1 Trust)
Book-Entry Certificates. (a) The Regular Certificates, upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book- Entry Certificates, to be delivered to the Depository by or on behalf of the Depositor. Such Certificates shall initially be issued as one or more Certificates registered on the Certificate Register in the name of the Depository or its nomineenominee and, and no Certificate Owner except as provided in subsection (c) below, transfer of such Certificates will receive may not be registered by the Certificate Registrar unless such transfer is to a definitive certificate representing successor depository that agrees to hold such Certificates for the respective Certificate Owner’s interest Owners with Ownership Interests therein. Such Certificate Owners shall hold and transfer their respective Ownership Interests in and to such CertificatesCertificates through the book-entry facilities of the Depository and, except as provided in Section 6.085.02(d) above or subsection (c) below, shall not be entitled to Definitive Certificates in respect of such Ownership Interests. Unless and until definitive, fully registered Certificates (“Definitive Certificates”) have been issued to the All transfers by Certificate Owners of such their respective Ownership Interests in the Book-Entry Certificates pursuant to Section 6.08:
(a) the provisions of this Section shall be made in full force and effect;accordance with the procedures established by the Depository Participant or brokerage firm representing such Certificate Owner. Each Depository Participant shall only transfer the Ownership Interests in the Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures.
(b) The Trustee, the Master Servicers, the Special Servicer, the Depositor and the Securities Administrator Certificate Registrar may for all purposes, including the making of payments due on the Book-Entry Certificates, deal with the Depository and the Depository Participants for all purposes (including the making of distributions) as the authorized representative of the respective Certificate Owners with respect to such Certificates for the purposes of such Certificates;
(c) registration exercising the rights of Certificateholders hereunder. The rights of Certificate Owners with respect to the Book-Entry Certificates may not be transferred by the Securities Administrator except to another Depository;
(d) the rights of the respective Certificate Owners of such Certificates shall be exercised only through the Depository and the Depository Participants and shall be limited to those established by law and agreements between the such Certificate Owners of such Certificates and the Depository and/or the Depository Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.08, the Depository will make book-entry transfers among the Depository Participants and receive brokerage firms representing such Certificate Owners. Multiple requests and transmit distributions directions from, and votes of, the Depository as Holder of principal the Book-Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Certificate Owners. The Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and interest on shall give notice to the related Depository of such record date.
(c) If (i)(A) the Depositor advises the Trustee and the Certificate Registrar in writing that the Depository is no longer willing or able to properly discharge its responsibilities with respect to the Book-Entry Certificates and (B) the Depositor is unable to locate a qualified successor, or (ii) the Depositor at its option advises the Trustee and the Certificate Registrar in writing that it elects to terminate the book-entry system through the Depository, the Trustee shall notify the affected Certificate Owners, through the Depository with respect to all, any Class or any portion of any Class of the Certificates or (iii) the Certificate Registrar determines that Definitive Certificates are required in accordance with the provisions of Section 5.03(e), of the occurrence of any such event and of the availability of Definitive Certificates to such Depository Participants;
(e) Certificate Owners requesting the same. Upon surrender to the Certificate Registrar of the Book-Entry Certificates by the Depository may collect its usual or any custodian acting on behalf of the Depository, accompanied by registration instructions from the Depository for registration of transfer, the Certificate Registrar shall execute, and customary feesthe Authenticating Agent shall authenticate and deliver, charges and expenses from its Depository Participants;
within 5 Business Days of such request if made at the Registrar Office, or within 10 Business Days if made at the office of a transfer agent (f) other than the Certificate Registrar), the Definitive Certificates to the Certificate Owners identified in such instructions. None of the Depositor, the ServicerMaster Servicers, the Trustee, the Master Servicer Special Servicer, the Authenticating Agent and the Securities Administrator Certificate Registrar shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be fully protected in relying upon information furnished by on, such instructions. Upon the Depository with respect to its Depository Participants; and
(g) to the extent that the provisions issuance of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control. For Definitive Certificates for purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount ownership of any Class of Certificates, the registered Holders of such direction or consent may Definitive Certificates shall be given by Certificate Owners recognized as Certificateholders hereunder and, accordingly, shall be entitled directly to receive payments on, to exercise Voting Rights with respect to, and to transfer and exchange such Definitive Certificates.
(acting through the Depository and the Depository Participantsd) owning The Book-Entry Certificates (i) shall be delivered by the Certificate Registrar to the Depository, or pursuant to the Depository's instructions, and shall be registered in the name of Cede & Co. and (ii) shall bear a legend substantially to the following effect: Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to the Certificate Registrar for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. The Book-Entry Certificates may be deposited with such other Depository as the Certificate Registrar may from time to time designate, and shall bear such legend as may be appropriate.
(e) If the Trustee has instituted or if the Special Servicer or the Master Servicers, on the Trustee's behalf, has been directed to institute any judicial proceeding in a court to enforce the rights of the Certificateholders under the Certificates, and the Trustee has been advised by counsel that in connection with such proceeding it is necessary or appropriate for the Trustee to obtain possession of all or any portion of the Certificates evidenced by Book-Entry Certificates, the Trustee may in its sole discretion determine that such Certificates shall no longer be represented by such Book-Entry Certificates. In such event, the Certificate Registrar will execute, the Authenticating Agent will authenticate and the Certificate Registrar will deliver, in exchange for such Book-Entry Certificates, Definitive Certificates in a Denomination equal to the aggregate Denomination of such Book-Entry Certificates to the party so requesting such Definitive Certificates. In such event, the Certificate Registrar shall notify the affected Certificate Owners and make appropriate arrangements for the effectuation of the purpose of this clause.
(f) Upon acceptance for exchange or transfer of a beneficial interest in a Book-Entry Certificate for a Definitive Certificate, as provided herein, the Certificate Registrar shall endorse on a schedule affixed to the related Book-Entry Certificate (or on a continuation of such schedule affixed to such Book-Entry Certificate and made a part thereof) an appropriate notation evidencing the requisite percentage of principal amount date of such exchange or transfer and a decrease in the Denomination of such Book-Entry Certificate equal to the Denomination of such Definitive Certificate issued in exchange therefor or upon transfer thereof.
(g) If a Holder of a Definitive Certificate (other than a Definitive Certificate that is a Class S Certificate) wishes at any time to transfer such Certificate to a Person who wishes to take delivery thereof in the form of Certificatesa beneficial interest in the Book-Entry Certificate, such transfer may be effected only in accordance with Applicable Procedures, Section 5.02(b) and this Section 5.03(g). Upon receipt by the Certificate Registrar at the Registrar Office of (i) the Definitive Certificate to be transferred with an assignment and transfer pursuant to Section 5.02(a), and all required items pursuant to Section 5.02(b)(v), the Certificate Registrar shall cancel such Definitive Certificate, execute and deliver a new Definitive Certificate for the Denomination of the Definitive Certificate not so transferred, registered in the name of the Holder or the Holder's transferee (as instructed by the Holder), and the Certificate Registrar as custodian of the Book-Entry Certificates shall increase the Denomination of the related Book-Entry Certificate by the Denomination of the Definitive Certificate to be so transferred, and credit or cause to be credited to the account of the Person specified in such instructions a corresponding Denomination of such Book-Entry Certificate.
Appears in 2 contracts
Sources: 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)
Book-Entry Certificates. The (a) Each Class of Regular Certificates, upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book- Entry Certificates, to be delivered to the Depository by or on behalf of the Depositor. Such Certificates shall initially be issued as one or more Certificates registered on the Certificate Register in the name of the Depository or its nominee, and no Certificate Owner of such Certificates will receive a definitive certificate representing such Certificate Owner’s interest in such Certificatesnominee and, except as provided in Section 6.085.03(c) below, transfer of such Certificates may not be registered by the Certificate Registrar unless such transfer is to a successor Depository that agrees to hold such Certificates for the respective Certificate Owners with Ownership Interests therein. Unless Such Certificate Owners shall hold and until transfer their respective Ownership Interests in and to such Certificates through the book-entry facilities of the Depository and, except as provided in Section 5.03(c) below, shall not be entitled to definitive, fully registered Certificates (“Definitive Certificates”) have been issued to the in respect of such Ownership Interests. All transfers by Certificate Owners of such their respective Ownership Interests in the Book-Entry Certificates pursuant to Section 6.08:
(a) the provisions of this Section shall be made in full force and effect;accordance with the procedures established by the Depository Participant or brokerage firm representing each such Certificate Owner. Each Depository Participant shall only transfer the Ownership Interests in the Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository’s normal procedures.
(b) The Trustee, the Master Servicer, the Special Servicer, the Depositor and the Securities Administrator Certificate Registrar may for all purposes, including the making of payments due on the Book-Entry Certificates, deal with the Depository and the Depository Participants for all purposes (including the making of distributions) as the authorized representative of the respective Certificate Owners with respect to such Certificates for the purposes of such Certificates;
(c) registration exercising the rights of Certificateholders hereunder. The rights of Certificate Owners with respect to the Book-Entry Certificates may not be transferred by the Securities Administrator except to another Depository;
(d) the rights of the respective Certificate Owners of such Certificates shall be exercised only through the Depository and the Depository Participants and shall be limited to those established by law and agreements between the such Certificate Owners of such Certificates and the Depository and/or the Depository Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.08, the Depository will make book-entry transfers among the Depository Participants and receive brokerage firms representing such Certificate Owners. Multiple requests and transmit distributions directions from, and votes of, the Depository as Holder of principal the Book-Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Certificate Owners. The Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and interest on shall give notice to the related Certificates to Depository of such Depository Participants;record date.
(ec) If (i)(A) the Depositor advises the Trustee and the Certificate Registrar in writing that the Depository may collect is no longer willing or able to properly discharge its usual responsibilities with respect to a Class of the Book-Entry Certificates, and customary fees, charges and expenses from its Depository Participants;
(fB) the DepositorDepositor is unable to locate a qualified successor, or (ii) the Servicer, Depositor at its option advises the Trustee, the Master Servicer Trustee and the Securities Administrator may rely and shall be fully protected Certificate Registrar in relying upon information furnished by writing that it elects to terminate the book-entry system through the Depository with respect to its Depository Participants; and
(g) a Class of Book-Entry Certificates, the Certificate Registrar shall notify all affected Certificate Owners, through the Depository, of the occurrence of any such event and of the availability of Definitive Certificates to such Certificate Owners requesting the same. Upon surrender to the extent that Certificate Registrar of the provisions Book-Entry Certificates of this Section conflict with any other provisions Class thereof by the Depository, accompanied by registration instructions from the Depository for registration of this Agreementtransfer, the provisions Certificate Registrar shall execute, at the Depositor’s expense, and the Authenticating Agent shall authenticate and deliver, the Definitive Certificates in respect of this Section such Class to the Certificate Owners identified in such instructions. The Depositor shall controlprovide the Certificate Registrar with an adequate inventory of Definitive Certificates. For None of the Depositor, the Master Servicer, the Special Servicer, the Trustee or the Certificate Registrar shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates for purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount ownership of any Class of Registered Certificates, the registered holders of such direction Definitive Certificates shall be recognized as Certificateholders hereunder and, accordingly, shall be entitled directly to receive payments on, to exercise Voting Rights with respect to, and to transfer and exchange such Definitive Certificates.
(d) Notwithstanding any other provisions contained herein, neither the Trustee nor the Certificate Registrar shall have any responsibility whatsoever to monitor or consent may be given by restrict the transfer of ownership interests in any Certificate Owners (acting including, but not limited to, any Non-Registered Certificate, any Subordinated Certificate and any Class Z Certificate) which interests are transferable through the Depository and book-entry facilities of the Depository Participants) owning Book-Entry Certificates evidencing the requisite percentage of principal amount of such Class of CertificatesDepository.
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (Wachovia Bank Commercial Mortgage Trust Series 2006-C24), Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Securities Inc)
Book-Entry Certificates. The Regular Certificates (other than the Class CE and Class P Certificates), upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book- Book-Entry Certificates, to be delivered to the Depository by or on behalf of the Depositor. Such Certificates shall initially be registered on the Certificate Register in the name of the Depository or its nominee, and no Certificate Owner of such Certificates will receive a definitive certificate representing such Certificate Owner’s interest in such Certificates, except as provided in Section 6.087.08. Unless and until definitive, fully registered Certificates (“Definitive Certificates”) have been issued to the Certificate Owners of such Certificates pursuant to Section 6.087.08:
(a) the provisions of this Section shall be in full force and effect;
(b) the Depositor Depositor, the Trustee and the Securities Administrator may deal with the Depository and the Depository Participants for all purposes (including the making of distributions) as the authorized representative of the respective Certificate Owners of such Certificates;
(c) registration of the Book-Entry Certificates may not be transferred by the Securities Administrator except to another Depository;
(d) the rights of the respective Certificate Owners of such Certificates shall be exercised only through the Depository and the Depository Participants and shall be limited to those established by law and agreements between the Owners of such Certificates and the Depository and/or the Depository Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.087.08, the Depository will make book-entry transfers among the Depository Participants and receive and transmit distributions of principal and interest on the related Certificates to such Depository Participants;
(e) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants;
(f) the Depositor, the Servicer, the Trustee, the Master Servicer and the Securities Administrator may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants; and
(g) to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount of any Class of Certificates, such direction or consent may be given by Certificate Owners (acting through the Depository and the Depository Participants) owning Book-Entry Certificates evidencing the requisite percentage of principal amount of such Class of Certificates. The Private Certificates shall initially be held in fully registered certificated form. If at any time the Holders of all of the Certificates of one or more such Classes request that the Securities Administrator cause such Class to become Global Certificates, the Depositor (with the assistance of the Securities Administrator) will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. If at anytime there are to be Global Certificates, the Global Certificates shall be delivered to the Depository by the Depositor or deposited with the Securities Administrator as custodian for the Depository. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global 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 it represents or of brokerage firms for which it acts as agent in accordance with the Depository’s normal procedures.
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (Bear Stearns Asset Backed Securities I Trust 2006-Im1), Pooling and Servicing Agreement (Bear Stearns Asset Backed Securities I Trust 2006-Im1)
Book-Entry Certificates. (a) The Regular CertificatesClass A, upon original issuance[Class X], shall be issued in the form of one or more typewritten Certificates representing the Book- Entry Certificates, to be delivered to the Depository by or on behalf of the Depositor. Such Class B and Class C Certificates shall initially be issued as one or more Certificates registered on the Certificate Register in the name of the Depository or its nominee, and no Certificate Owner of such Certificates will receive a definitive certificate representing such Certificate Owner’s interest in such Certificatesnominee and, except as provided in Section 6.08subsection (c) below, transfer of such Certificates may not be registered by the Certificate Registrar unless such transfer is to a successor Depository that agrees to hold such Certificates for the respective Certificate Owners with Ownership Interests therein. Unless Such Certificate Owners shall hold and until definitivetransfer their respective Ownership Interests in and to such Certificates through the book-entry facilities of the Depository and, except as provided in subsection (c) below, shall not be entitled to fully registered registered, physical Certificates (“"Definitive Certificates”") have been issued to the in respect of such Ownership Interests. All transfers by Certificate Owners of such their respective Ownership Interests in the Book-Entry Certificates pursuant to Section 6.08:
(a) the provisions of this Section shall be made in full force accordance with the procedures established by the Depository Participant or brokerage firm representing each such Certificate Owner (in addition to the procedures established under this Agreement and, if applicable, those of Euroclear and effect;Clearstream). Each Depository Participant shall only transfer the Ownership Interests in the Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures. Neither the Certificate Registrar nor the Trustee shall have any responsibility to monitor or restrict the transfer of Ownership Interests in Certificates through the book-entry facilities of the Depository, Euroclear or Clearstream.
(b) The Depositor, the Depositor Trustee, the Master Servicer, the Special Servicer, the REMIC Administrator and the Securities Administrator Certificate Registrar may for all purposes, including the making of payments due on the Book-Entry Certificates, deal with the Depository and the Depository Participants for all purposes (including the making of distributions) as the authorized representative of the respective Certificate Owners with respect to such Certificates for the purposes of such Certificates;
(c) registration exercising the rights of Certificateholders hereunder. The rights of Certificate Owners with respect to the Book-Entry Certificates may not be transferred by the Securities Administrator except to another Depository;
(d) the rights of the respective Certificate Owners of such Certificates shall be exercised only through the Depository and the Depository Participants and shall be limited to those established by law and agreements between the such Certificate Owners of such Certificates and the Depository and/or the Depository Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.08, the Depository will make book-entry transfers among the Depository Participants and receive brokerage firms representing such Certificate Owners. Multiple requests and transmit distributions directions from, and votes of, the Depository as Holder of principal the Book-Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Certificate Owners. The Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and interest shall give notice to the Depository of such record date. If any party hereto requests from the Depository a list of the Depository Participants in respect of any Class or Classes of the Book-Entry Certificates, the cost thereof shall be borne by the party on whose behalf such request is made (but in no event shall any such cost be borne by the related Trustee).
(c) If (i)(A) the Depositor advises the Trustee and the Certificate Registrar in writing that the Depository is no longer willing or able to properly discharge its responsibilities with respect to any Class of the Book Entry Certificates, and (B) the Depositor is unable to locate a qualified successor, or (ii) the Depositor notifies the Trustee, the Certificate Registrar and DTC of its intent to terminate the book entry system through DTC and, upon receipt of notice of such intent from DTC, the Depository Participants holding beneficial interests in the Book Entry Certificates agree to initiate such termination. Upon surrender to the Certificate Registrar of any Class of the Book Entry Certificates by the Depository, accompanied by registration instructions for registration of transfer, the Trustee shall execute, and the Certificate Registrar shall authenticate and deliver, the appropriate Definitive Certificates to the Certificate Owners identified in such Depository Participants;
(e) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants;
(f) instructions. None of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Master Servicer REMIC Administrator or the Certificate Registrar shall be liable for any delay in delivery of such instructions and the Securities Administrator may conclusively rely on, and shall be fully protected in relying upon information furnished on, such instructions.
(d) The Book-Entry Certificates (i) shall be delivered by the Certificate Registrar to the Depository, or pursuant to the Depository's instructions, and shall be registered in the name of Cede & Co. and (ii) shall bear a legend substantially to the following effect: UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
(e) The Book-Entry Certificates may be deposited with such other Depository with respect as the Certificate Registrar may from time to its Depository Participants; andtime designate, and shall bear such legend as may be appropriate.
(f) Upon acceptance for exchange or transfer of a beneficial interest in a Book-Entry Certificate for a Definitive Certificate, as provided herein, the Certificate Registrar shall endorse on a schedule affixed to the related Book-Entry Certificate (or on a continuation of such schedule affixed to such Book-Entry Certificate and made a part thereof) an appropriate notation evidencing the date of such exchange or transfer and a decrease in the Denomination of such Book-Entry Certificate equal to the Denomination of such Definitive Certificate issued in exchange therefor or upon transfer thereof.
(g) If a Holder of a Definitive Certificate wishes at any time to transfer such Certificate to a Person who wishes to take delivery thereof in the extent that form of a beneficial interest in the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount of any Class of Certificates, such direction or consent may be given by Certificate Owners (acting through the Depository and the Depository Participants) owning Book-Entry Certificates evidencing Certificate, such transfer may be effected only in accordance with Depository Rules and this Section 5.03(g). Upon receipt by the requisite percentage Certificate Registrar at the Certificate Registrar's office of: (i) the Definitive Certificate to be transferred with an assignment and transfer pursuant to this Section 5.03(g), (ii) written instructions given in accordance with Depository Rules directing the Certificate Registrar to credit or cause to be credited to another account a beneficial interest in the related Book-Entry Certificate, in an amount equal to the Denomination of principal amount the Definitive Certificate to be so transferred, (iii) a written order given in accordance with the Depository Rules containing information regarding the account to be credited with such beneficial interest, (iv) if the affected Certificate is a Non-Registered Certificate, an Investment Representation Letter from the transferee to the effect that such transferee is a Qualified Institutional Buyer, and (v) if delivery is to be taken in the form of a beneficial interest in the Regulation S Global Certificate, a Regulation S Certificate; the Certificate Registrar shall cancel such Definitive Certificate, execute and deliver a new Definitive Certificate for the Denomination of the Definitive Certificate not so transferred, registered in the name of the Holder or the Holder's transferee (as instructed by the Holder), and the Certificate Registrar shall instruct the Depository or the custodian holding such Book-Entry Certificate on behalf of the Depository to increase the Denomination of the related Book-Entry Certificate by the Denomination of the Definitive Certificate to be so transferred, and to credit or cause to be credited to the account of the Person specified in such instructions a corresponding Denomination of such Book-Entry Certificate.
(1) the offer of the Certificates was not made to a person in the United States; and (2) no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or 904(b) of Regulation S, as applicable, and the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act; or (ii) with respect to transfers made in reliance on Rule 144 under the Securities Act, that the Certificates being transferred are not "restricted securities" as defined in Rule 144 under the Securities Act.
(h) The Certificates initially sold in offshore transactions in reliance on Regulation S shall be represented by a single Regulation S Global Certificate for each such Class in fully registered form without interest coupons, which will be deposited with the Trustee and registered in the name of CertificatesCede & Co. as nominee of DTC. Beneficial interests in each Regulation S Global Certificate may be held only through Euroclear or Clearstream. No interest in the Regulation S Global Certificates may be held by or transferred to a U.S. Person (as defined in Regulation S) except for exchanges for a beneficial interest in a Domestic Global Certificate or a Definitive Certificate as described in Section 5.02(m). Any beneficial interest in a Regulation S Global Certificate that is transferred to a U.S. Person that is an Institutional Accredited Investor (that is not a Qualified Institutional Buyer) is required to be delivered in the form of a Definitive Certificate and shall cease to be an interest in such Regulation S Global Certificate and, thereafter, will be subject to all transfer restrictions and other procedures applicable to Certificates in definitive form described in Section 5.03. Notwithstanding the foregoing, no transfer of a beneficial interest in a Regulation S Global Certificate to a Definitive Certificate pursuant to this Section 5.03 shall be made prior to the Release Date. Certificates evidenced by Regulation S Global Certificates shall be subject to certain restrictions on transfer as set forth in Section 5.02 and shall bear a legend regarding such restrictions described herein.
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (Banc of America Commercial Mortgage Inc), Pooling and Servicing Agreement (Banc of America Commercial Mortgage Inc)
Book-Entry Certificates. The Regular Certificates (other than the Class B-IO Certificates), upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book- Book-Entry Certificates, to be delivered to the Depository by or on behalf of the Depositor. Such Certificates shall initially be registered on the Certificate Register in the name of the Depository or its nominee, and no Certificate Owner of such Certificates will receive a definitive certificate representing such Certificate Owner’s 's interest in such Certificates, except as provided in Section 6.085.08. Unless and until definitive, fully registered Certificates (“"Definitive Certificates”") have been issued to the Certificate Owners of such Certificates pursuant to Section 6.085.08:
(a) the provisions of this Section shall be in full force and effect;
(b) the Depositor Depositor, the Master Servicer and the Securities Administrator Trustee may deal with the Depository and the Depository Participants for all purposes (including the making of distributions) as the authorized representative of the respective Certificate Owners of such Certificates;
(c) registration of the Book-Entry Certificates may not be transferred by the Securities Administrator Trustee except to another Depository;
(d) the rights of the respective Certificate Owners of such Certificates shall be exercised only through the Depository and the Depository Participants and shall be limited to those established by law and agreements between the Owners of such Certificates and the Depository and/or the Depository Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.085.08, the Depository will make book-entry transfers among the Depository Participants and receive and transmit distributions of principal and interest on the related Certificates to such Depository Participants;
(e) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants;
(f) the Depositor, the Servicer, the Trustee, the Master Servicer and the Securities Administrator Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants; and
(g) to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount of any Class of Certificates, such direction or consent may be given by Certificate Owners (acting through the Depository and the Depository Participants) owning Book-Entry Certificates evidencing the requisite percentage of principal amount of such Class of Certificates.
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (Cwabs Inc), Pooling and Servicing Agreement (Cwabs Inc)
Book-Entry Certificates. The Regular Certificates, upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book- Book-Entry Certificates, to be delivered to the Depository by or on behalf of the Depositor. Such The Class N, Class R and Class X Certificates shall be definitive certificates. The Book-Entry Certificates shall initially be registered on the Certificate Register in the name of the Depository or its nominee, and no Certificate Owner of such Certificates a Book-Entry Certificate will receive a definitive certificate representing such Certificate Owner’s 's interest in such Certificates, except as provided in Section 6.085.08. Unless and until definitive, fully registered Certificates (“"Definitive Certificates”") have been issued to the Certificate Owners of such the Book-Entry Certificates pursuant to Section 6.085.08:
(a) the provisions of this Section shall be in full force and effect;
(b) the Depositor Depositor, the Trustee and the Securities Administrator NIMs Insurer may deal with the Depository and the Depository Participants for all purposes (including the making of distributions) as the authorized representative of the respective Certificate Owners of such the Book-Entry Certificates;
(c) registration of the Book-Entry Certificates may not be transferred by the Securities Administrator Trustee except to another Depository;
(d) the rights of the respective Certificate Owners of such the Book-Entry Certificates shall be exercised only through the Depository and the Depository Participants and shall be limited to those established by law and agreements between the Owners of such the Book-Entry Certificates and the Depository and/or the Depository Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.085.08, the Depository will make book-entry transfers among the Depository Participants and receive and transmit distributions of principal and interest on the related Certificates to such Depository Participants;
(e) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants;
(f) the Depositor, the Servicer, the Trustee, the Master Servicer and the Securities Administrator Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants; and
(g) to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount of any Class of Certificates, such direction or consent may be given by Certificate Owners (acting through the Depository and the Depository Participants) owning Book-Entry Certificates evidencing the requisite percentage of principal amount of such Class of Certificates.
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (Merrill Lynch Mort Inv Inc Terwin Series TMTS 2003-2he), Pooling and Servicing Agreement (Merrill Lynch Mortgage Investors Inc)
Book-Entry Certificates. The Regular Certificates, upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book- Book-Entry Certificates, to be delivered to the Depository by or on behalf of the Depositor. Such The Class C, Class P and Class R Certificates shall be definitive certificates. The Book-Entry Certificates shall initially be registered on the Certificate Register in the name of the Depository or its nominee, and no Certificate Owner of such Certificates a Book-Entry Certificate will receive a definitive certificate representing such Certificate Owner’s 's interest in such Certificates, except as provided in Section 6.085.08. Unless and until definitive, fully registered Certificates (“"Definitive Certificates”") have been issued to the Certificate Owners of such the Book-Entry Certificates pursuant to Section 6.085.08:
(a) the provisions of this Section shall be in full force and effect;
(b) the Depositor Depositor, the NIMs Insurer and the Securities Administrator Trustee may deal with the Depository and the Depository Participants for all purposes (including the making of distributions) as the authorized representative of the respective Certificate Owners of such the Book-Entry Certificates;
(c) registration of the Book-Entry Certificates may not be transferred by the Securities Administrator Trustee except to another Depository;
(d) the rights of the respective Certificate Owners of such the Book-Entry Certificates shall be exercised only through the Depository and the Depository Participants and shall be limited to those established by law and agreements between the Owners of such the Book-Entry Certificates and the Depository and/or the Depository Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.085.08, the Depository will make book-entry transfers among the Depository Participants and receive and transmit distributions of principal and interest on the related Certificates to such Depository Participants;
(e) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants;
(f) the Depositor, the Servicer, the Trustee, the Master Servicer and the Securities Administrator Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants; and
(g) to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount of any Class of Certificates, such direction or consent may be given by Certificate Owners (acting through the Depository and the Depository Participants) owning Book-Entry Certificates evidencing the requisite percentage of principal amount of such Class of Certificates. In the event that Definitive Certificates are issued pursuant to Section 5.08(b), clauses (a) through (g) of this Section 5.06 shall continue to apply with respect to all remaining Book-Entry Certificates.
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (Merrill Lynch Mortgage Investors Inc), Pooling and Servicing Agreement (Merrill Lynch Mortgage Investors Inc)
Book-Entry Certificates. The Regular Offered Certificates, other than the Class R Certificates, upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book- Book-Entry Certificates, to be delivered to the Depository by or on behalf of the Depositor. Such Certificates shall initially be registered on the Certificate Register in the name of the Depository or its nominee, and no Certificate Owner of such Certificates will receive a definitive certificate representing such Certificate Owner’s interest in such Certificates, except as provided in Section 6.087.08. Unless and until definitive, fully registered Certificates (“Definitive Certificates”) have been issued to the Certificate Owners of such Certificates pursuant to Section 6.087.08:
(a) the provisions of this Section shall be in full force and effect;
(b) the Depositor and the Securities Administrator Trustee may deal with the Depository and the Depository Participants for all purposes (including the making of distributions) as the authorized representative of the respective Certificate Owners of such Certificates;
(c) registration of the Book-Entry Certificates may not be transferred by the Securities Administrator Trustee except to another Depository;
(d) the rights of the respective Certificate Owners of such Certificates shall be exercised only through the Depository and the Depository Participants and shall be limited to those established by law and agreements between the Owners of such Certificates and the Depository and/or the Depository Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.087.08, the Depository will make book-entry transfers among the Depository Participants and receive and transmit distributions of principal and interest on the related Certificates to such Depository Participants;
(e) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants;
(f) the Depositor, the Servicer, the Trustee, the Master Servicer and the Securities Administrator Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants; and
(g) to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount of any Class of Certificates, such direction or consent may be given by Certificate Owners (acting through the Depository and the Depository Participants) owning Book-Entry Certificates evidencing the requisite percentage of principal amount of such Class of Certificates. The Private Certificates and Class R Certificates shall initially be held in fully registered certificated form. If at any time the Holders of all of the Certificates of one or more such Classes request that the Trustee cause such Class to become Global Certificates, the Depositor (with the assistance of the Trustee) will take such action as may be reasonably required to cause the Depository to accept such Class or Classes for trading if it may legally be so traded. If at anytime there are to be Global Certificates, the Global Certificates shall be delivered to the Depository by the Depositor or deposited with the Trustee as custodian for the Depository. All transfers by Certificate Owners of such respective Classes of Book-Entry Certificates and any Global 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 it represents or of brokerage firms for which it acts as agent in accordance with the Depository’s normal procedures.
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (Bear Stearns Asset Backed Securities I Trust 2007-Ac5), Pooling and Servicing Agreement (Bear Stearns Asset Backed Securities I Trust 2007-Ac6)
Book-Entry Certificates. The (a) Each Class of Regular Certificates, upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book- Entry Certificates, to be delivered to the Depository by or on behalf of the Depositor. Such Certificates shall initially be issued as one or more Certificates registered on the Certificate Register in the name of the Depository or its nominee, and no Certificate Owner of such Certificates will receive a definitive certificate representing such Certificate Owner’s interest in such Certificatesnominee and, except as provided in Section 6.085.03(c) below, transfer of such Certificates may not be registered by the Certificate Registrar unless such transfer is to a successor Depository that agrees to hold such Certificates for the respective Certificate Owners with Ownership Interests therein. Unless Such Certificate Owners shall hold and until transfer their respective Ownership Interests in and to such Certificates through the book-entry facilities of the Depository and, except as provided in Section 5.03(c) below, shall not be entitled to definitive, fully registered Certificates (“"Definitive Certificates”") have been issued to the in respect of such Ownership Interests. All transfers by Certificate Owners of such their respective Ownership Interests in the Book-Entry Certificates pursuant to Section 6.08:
(a) the provisions of this Section shall be made in full force and effect;accordance with the procedures established by the Depository Participant or brokerage firm representing each such Certificate Owner. Each Depository Participant shall only transfer the Ownership Interests in the Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures.
(b) The Trustee, the Master Servicer, the Special Servicer, the Paying Agent, the Depositor and the Securities Administrator Certificate Registrar may for all purposes, including the making of payments due on the Book-Entry Certificates, deal with the Depository and the Depository Participants for all purposes (including the making of distributions) as the authorized representative of the respective Certificate Owners with respect to such Certificates for the purposes of such Certificates;
(c) registration exercising the rights of Certificateholders hereunder. The rights of Certificate Owners with respect to the Book-Entry Certificates may not be transferred by the Securities Administrator except to another Depository;
(d) the rights of the respective Certificate Owners of such Certificates shall be exercised only through the Depository and the Depository Participants and shall be limited to those established by law and agreements between the such Certificate Owners of such Certificates and the Depository and/or the Depository Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.08, the Depository will make book-entry transfers among the Depository Participants and receive brokerage firms representing such Certificate Owners. Multiple requests and transmit distributions directions from, and votes of, the Depository as Holder of principal the Book-Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Certificate Owners. The Paying Agent may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and interest on shall give notice to the related Certificates to Depository of such Depository Participants;record date.
(ec) If (i)(A) the Depositor advises the Trustee and the Certificate Registrar in writing that the Depository may collect is no longer willing or able to properly discharge its usual responsibilities with respect to a Class of the Book-Entry Certificates, and customary fees, charges and expenses from its Depository Participants;
(fB) the DepositorDepositor is unable to locate a qualified successor, or (ii) the Servicer, Depositor at its option advises the Trustee, the Master Servicer Trustee and the Securities Administrator may rely and shall be fully protected Certificate Registrar in relying upon information furnished by writing that it elects to terminate the book-entry system through the Depository with respect to its Depository Participants; and
(g) a Class of Book-Entry Certificates, the Certificate Registrar shall notify all affected Certificate Owners, through the Depository, of the occurrence of any such event and of the availability of Definitive Certificates to such Certificate Owners requesting the same. Upon surrender to the extent that Certificate Registrar of the provisions Book-Entry Certificates of this Section conflict with any other provisions Class thereof by the Depository, accompanied by registration instructions from the Depository for registration of this Agreementtransfer, the provisions Certificate Registrar shall execute, at the Depositor's expense, and the Authenticating Agent shall authenticate and deliver, the Definitive Certificates in respect of this Section such Class to the Certificate Owners identified in such instructions. The Depositor shall controlprovide the Certificate Registrar with an adequate inventory of Definitive Certificates. For None of the Depositor, the Master Servicer, the Special Servicer, the Trustee or the Certificate Registrar shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates for purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount ownership of any Class of Registered Certificates, the registered holders of such direction Definitive Certificates shall be recognized as Certificateholders hereunder and, accordingly, shall be entitled directly to receive payments on, to exercise Voting Rights with respect to, and to transfer and exchange such Definitive Certificates.
(d) Notwithstanding any other provisions contained herein, neither the Trustee nor the Certificate Registrar shall have any responsibility whatsoever to monitor or consent may be given by restrict the transfer of ownership interests in any Certificate Owners (acting including but not limited to any Non-Registered Certificate or any Subordinated Certificate) which interests are transferable through the Depository and book-entry facilities of the Depository Participants) owning Book-Entry Certificates evidencing the requisite percentage of principal amount of such Class of CertificatesDepository.
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (First Union National Bank Com Mort Pas THR Cert Ser 2002 C1), Pooling and Servicing Agreement (First Union Commercial Mortgage Pass THR Cer Ser 2001-C3)
Book-Entry Certificates. (i) The Regular Class A Certificates, upon original issuance, the Class M Certificates and the Class B Certificates that are not sold in offshore transactions in reliance on Regulation S under the Securities Act shall be offered and sold in reliance on the exemption from registration under Rule 144A (except for any sale directly from the Trust) and shall be issued initially in the form of one or more typewritten permanent global certificates in definitive, fully registered form without interest coupons with the applicable legends set forth in Exhibits A, M and B hereto, as applicable, added to the form of such Certificates representing (each, a “Restricted Book-Entry Certificate”), which shall be registered in the Book- name of the nominee of the Depository and deposited with the Trustee, as custodian for the Depository. The aggregate principal amount of the Restricted Book-Entry Certificates may from time to time be increased or decreased by adjustments made on the records of the Trustee or the Depository or its nominee, as the case may be, as hereinafter provided.
(ii) The Class A Certificates, the Class M Certificates and the Class B Certificates offered and sold in offshore transactions in reliance on Regulation S under the Securities Act shall be issued initially, and during the “40 day distribution compliance period” described below shall remain, in the form of temporary global certificates, without interest coupons (the “Regulation S Temporary Book-Entry Certificates”), to be delivered to held by the Depository by or on behalf and registered in the name of a nominee of the DepositorDepository or its custodian for the respective accounts of Euroclear and Clearstream duly executed by the Seller and authenticated by the Trustee as hereinafter provided. Such The “40 day distribution compliance period” shall be terminated upon the later of (i) the end of the distribution compliance period (as defined in Rule 902 of the Securities Act) and (ii) receipt by the Trustee of a written certificate from the Depository, together with copies of certificates substantially in the form of Exhibit I from Euroclear or Clearstream, certifying that the beneficial owner of such Regulation S Temporary Book-Entry Certificate is a non-U.S. person. Following the termination of the 40 day distribution compliance period, beneficial interests in the Regulation S Temporary Book-Entry Certificates shall initially may be exchanged for beneficial interests in permanent Book-Entry Certificates (the “Regulation S Permanent Book-Entry Certificates”; and together with the Regulation S Temporary Book-Entry Certificate, the “Regulation S Book-Entry Certificates”), which will be duly executed by the Seller and authenticated by the Trustee as hereinafter provided and which will be deposited with the Trustee, as custodian for the Depository, and registered on the Certificate Register in the name of the Depository or its nominee, and no Certificate Owner a nominee thereof. Upon any exchange of such Certificates will receive a definitive certificate representing such Certificate Owner’s interest in such Certificates, except as provided in Section 6.08. Unless and until definitive, fully registered Certificates (“Definitive Certificates”) have been issued to the Certificate Owners portion of such Certificates pursuant to Section 6.08:
(a) the provisions of this Section shall be in full force and effect;
(b) the Depositor and the Securities Administrator may deal with the Depository and the Depository Participants for all purposes (including the making of distributions) as the authorized representative of the respective Certificate Owners of such Certificates;
(c) registration of the a Regulation S Temporary Book-Entry Certificates may not be transferred by Certificate for a comparable portion of a Regulation S Permanent Book-Entry Certificate, the Securities Administrator except Trustee shall endorse on the schedules affixed to another Depository;
(d) the rights of the respective Certificate Owners each of such Certificates shall be exercised only through the Depository and the Depository Participants and shall be limited to those established by law and agreements between the Owners Regulation S Book-Entry Certificate (or on continuations of such Certificates schedules affixed to each of such Regulation S Book-Entry Certificate and made parts thereof) appropriate notations evidencing the Depository and/or the Depository Participants. Pursuant to the Depository Agreement, unless date of transfer and until Definitive Certificates are issued pursuant to Section 6.08, the Depository will make book-entry transfers among the Depository Participants and receive and transmit distributions of principal and interest on the related Certificates to such Depository Participants;
(ex) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants;
(f) the Depositor, the Servicer, the Trustee, the Master Servicer and the Securities Administrator may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants; and
(g) the Regulation S Temporary Book-Entry Certificate, a decrease in the principal amount thereof equal to the extent that amount covered by the provisions of this Section conflict applicable certification and (y) with any other provisions of this Agreementrespect to the Regulation S Permanent Book-Entry Certificate, an increase in the provisions of this Section shall control. For purposes of any provision of this Agreement requiring or permitting actions with principal amount thereof equal to the consent of, or at the direction of, Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount of any Class of Certificates, such direction or consent may be given by Certificate Owners (acting through the Depository and decrease in the Depository Participants) owning Regulation S Temporary Book-Entry Certificates evidencing the requisite percentage of principal amount of such Class of CertificatesCertificate.
Appears in 2 contracts
Sources: Series Supplement (Alliance Data Systems Corp), Pooling and Servicing Agreement (Charming Shoppes Inc)
Book-Entry Certificates. The Regular CertificatesCertificates (other than the Class A-R, Class A-RLT, Class B-1, Class B-2 and Class B-3 Certificates to be issued in definitive fully registered, certificate form) upon original issuance, issuance shall be issued in the form of one or more typewritten Certificates representing the Book- Book-Entry Certificates, to be delivered to the Depository by or on behalf of the Depositor. Such Certificates shall initially be registered on the Certificate Register in the name of the Depository or its nominee, and no Certificate Owner of such Certificates will receive a definitive certificate representing such Certificate Owner’s 's interest in such Certificates, except as provided in Section 6.085.08. Unless and until definitive, fully registered Certificates (“"Definitive Certificates”") have been issued to the Certificate Owners of such Certificates pursuant to Section 6.085.08:
(a) the provisions of this Section shall be in full force and effect;
(b) the Depositor Depositor, the Master Servicer and the Securities Administrator Trustee may deal with the Depository and the Depository Participants for all purposes (including the making of distributions) as the authorized representative of the respective Certificate Owners of such Certificates;
(c) registration of the Book-Entry Certificates may not be transferred by the Securities Administrator Trustee except to another Depository;
(d) the rights of the respective Certificate Owners of such Certificates shall be exercised only through the Depository and the Depository Participants and shall be limited to those established by law and agreements between the Owners of such Certificates and the Depository and/or the Depository Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued with respect to the Certificates (other than the Class A-R, Class A-RLT, Class B-1, Class B-2 and Class B-3 Certificates) pursuant to Section 6.085.08, the Depository will make book-entry transfers among the Depository Participants and receive and transmit distributions of principal and interest on the related Certificates to such Depository Participants;
(e) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants;
(f) the Depositor, the Servicer, the Trustee, the Master Servicer and the Securities Administrator Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants; and
(g) to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount of any a Class of Certificates, such direction or consent may be given by Certificate Owners (acting through the Depository and the Depository Participants) owning Book-Entry Certificates evidencing the requisite percentage of principal amount of such Class of Certificates.
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (Greenwich Capital Acceptance Inc), Pooling and Servicing Agreement (Greenwich Capital Acceptance Inc)
Book-Entry Certificates. The Regular Certificates (other than the Class B-IO Certificates), upon original issuance, shall be issued in the form of one or more typewritten Certificates representing the Book- Entry Certificates, to be delivered to the Depository by or on behalf of the Depositor. Such Certificates shall initially be registered on the Certificate Register in the name of the Depository or its nominee, and no Certificate Owner of such Certificates will receive a definitive certificate representing such Certificate Owner’s 's interest in such Certificates, except as provided in Section 6.08. Unless and until definitive, fully registered Certificates (“"Definitive Certificates”") have been issued to the Certificate Owners of such Certificates pursuant to Section 6.08:
(a) the provisions of this Section shall be in full force and effect;
(b) the Depositor and Depositor, the Securities Administrator and the Trustee may deal with the Depository and the Depository Participants for all purposes (including the making of distributions) as the authorized representative of the respective Certificate Owners of such Certificates;
(c) registration of the Book-Entry Certificates may not be transferred by the Securities Administrator Trustee except to another Depository;
(d) the rights of the respective Certificate Owners of such Certificates shall be exercised only through the Depository and the Depository Participants and shall be limited to those established by law and agreements between the Owners of such Certificates and the Depository and/or the Depository Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.08, the Depository will make book-entry transfers among the Depository Participants and receive and transmit distributions of principal and interest on the related Certificates to such Depository Participants;
(e) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants;
(f) the Depositor, the Servicer, the Trustee, the Master Servicer and the Securities Administrator Trustee may rely and shall be fully protected in relying upon information furnished by the Depository with respect to its Depository Participants; and
(g) to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount of any Class of Certificates, such direction or consent may be given by Certificate Owners (acting through the Depository and the Depository Participants) owning Book-Entry Certificates evidencing the requisite percentage of principal amount of such Class of Certificates.
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (Bear Stearns Asset Backed Securities Inc), Pooling and Servicing Agreement (Bear Stearns Asset Backed Securities Inc)
Book-Entry Certificates. (a) The Regular CertificatesClass S, upon original issuanceClass A, shall Class B-1 and Class B-2 Certificates shall, in the case of each Class thereof, initially be issued in the form of as one or more typewritten Certificates representing the Book- Entry Certificates, to be delivered to the Depository by or on behalf of the Depositor. Such Certificates shall initially be registered on the Certificate Register in the name of the Depository or its nominee, and no Certificate Owner of such Certificates will receive a definitive certificate representing such Certificate Owner’s interest in such Certificatesnominee and, except as provided in Section 6.085.03(c), transfer of such Certificates may not be registered by the Certificate Registrar unless such transfer is to a successor Depository that agrees to hold such Certificates for the respective Certificate Owners with Ownership Interests therein. Unless Such Certificate Owners shall hold and, subject to Section 5.02(c), transfer their respective Ownership Interests in and until definitiveto such Certificates through the book-entry facilities of the Depository and, except as provided in Section 5.03(c) below, shall -141- not be entitled to fully registered registered, physical Certificates (“"Definitive Certificates”") have been issued to the in respect of such Ownership Interests. All transfers by Certificate Owners of such their respective Ownership Interests in the Book-Entry Certificates pursuant to Section 6.08:
(a) the provisions of this Section shall be made in full force and effect;accordance with the procedures established by the Depository Participant or brokerage firm representing each such Certificate Owner. Each Depository Participant shall only transfer the Ownership Interests in the Book-Entry Certificates of Certificate Owners it represents or of brokerage firms for which it acts as agent in accordance with the Depository's normal procedures.
(b) The Depositor, the Depositor Master Servicer, the Special Servicer, the Tax Administrator, the Trustee, any Fiscal Agent and the Securities Administrator Certificate Registrar may for all purposes, including the making of payments due on the Book-Entry Certificates, deal with the Depository and the Depository Participants for all purposes (including the making of distributions) as the authorized representative of the respective Certificate Owners with respect to such Certificates for the purposes of such Certificates;
(c) registration exercising the rights of Certificateholders hereunder. The rights of Certificate Owners with respect to the Book-Entry Certificates may not be transferred by the Securities Administrator except to another Depository;
(d) the rights of the respective Certificate Owners of such Certificates shall be exercised only through the Depository and the Depository Participants and shall be limited to those established by law and agreements between the such Certificate Owners of such Certificates and the Depository and/or the Depository Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.08, the Depository will make book-entry transfers among the Depository Participants and receive brokerage firms representing such Certificate Owners. Multiple requests and transmit distributions directions from, and votes of, the Depository as Holder of principal the Book-Entry Certificates with respect to any particular matter shall not be deemed inconsistent if they are made with respect to different Certificate Owners. The Trustee may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and interest on shall give notice to the related Certificates to Depository of such Depository Participants;record date.
(ec) If (i)(A) the Depositor advises the Trustee and the Certificate Registrar in writing that the Depository may collect is no longer willing or able to discharge properly its usual responsibilities with respect to any Class of Book-Entry Certificates, and customary fees, charges and expenses from its Depository Participants;
(fB) the DepositorDepositor is unable to locate a qualified successor, or (ii) the Servicer, Depositor at its option advises the Trustee, the Master Servicer Trustee and the Securities Administrator may rely and shall be fully protected Certificate Registrar in relying upon information furnished by writing that it elects to terminate the book-entry system through the Depository with respect to its Depository Participants; and
any Class of Book-Entry Certificates (g) or any portion of any Class thereof), the Certificate Registrar shall notify all affected Certificate Owners, through the Depository, of the occurrence of any such event and of the availability of Definitive Certificates to such Certificate Owners requesting the same. Upon surrender to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount Certificate Registrar of any Class of Certificates, such direction or consent may be given by Certificate Owners (acting through the Depository and the Depository Participants) owning Book-Entry Certificates evidencing (or any portion of any Class thereof) by the requisite percentage Depository, accompanied by registration instructions from the Depository for registration of principal amount transfer, the Trustee shall execute, and the Certificate Registrar shall authenticate and deliver, the Definitive Certificates in respect of such Class (or portion thereof) to the Certificate Owners identified in such instructions. None of the Depositor, the Master Servicer, the Special Servicer, the Tax Administrator, the Trustee or the Certificate Registrar shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates for purposes of evidencing ownership of any Book-Entry Certificates, the registered holders of such Definitive Certificates shall be recognized as Certificateholders hereunder and, accordingly, shall be entitled directly to receive payments on, to exercise Voting Rights with respect to, and to transfer and exchange such Definitive Certificates.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Greenwich Capital Commercial Funding Corp)