Book-Entry Certificates. Unless otherwise specified in the related Supplement for any Series or Class, the Investor Certificates, upon original issuance, shall be issued in the form of one or more typewritten Investor Certificates representing the Book-Entry Certificates, to be delivered to the Clearing Agency, by, or on behalf of, the Sellers. The Investor Certificates shall initially be registered on the Certificate Register in the name of the Clearing Agency or its nominee, and no Certificate Owner will receive a definitive certificate representing such Certificate Owner’s interest in the Investor Certificates, except as provided in Section 6.12. Unless and until definitive, fully registered Investor Certificates (“Definitive Certificates”) have been issued to the applicable Certificate Owners pursuant to Section 6.12 or as otherwise specified in any such Supplement: (a) the provisions of this Section shall be in full force and effect; (b) the Sellers, the Servicer and the Trustee may deal with the Clearing Agency and the Clearing Agency Participants for all purposes (including the making of distributions) as the authorized representatives of the respective Certificate Owners; (c) to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control; and (d) the rights of the respective Certificate Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants 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. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.12, the Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the related Investor Certificates to such Clearing Agency Participants. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Investor Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount of Investor Certificates, such direction or consent may be given by Certificate Owners (acting through the Clearing Agency and the Clearing Agency Participants) owning Investor Certificates evidencing the requisite percentage of principal amount of Investor Certificates.
Appears in 7 contracts
Sources: Pooling and Servicing Agreement (Citibank, N.A., as Depositor of Citibank Credit Card Issuance Trust), Pooling and Servicing Agreement, Pooling and Servicing Agreement (Citibank, N.A., as Depositor of Citibank Credit Card Issuance Trust)
Book-Entry Certificates. Unless otherwise specified in The Regular Certificates (other than the related Supplement for any Series or Class, the Investor Class B-IO Certificates), upon original issuance, shall be issued in the form of one or more typewritten Investor Certificates representing the Book-Entry Certificates, to be delivered to the Clearing Agency, by, Depository or its agent by or on behalf of, of the SellersDepositor. The Investor Such Certificates shall initially be registered on the Certificate Register in the name of the Clearing Agency Depository or its nominee, and no Certificate Owner of such Certificates will receive a definitive certificate representing such Certificate Owner’s 's interest in the Investor such Certificates, except as provided in Section 6.126.08. Unless and until definitive, fully registered Investor Certificates (“"Definitive Certificates”") have been issued to the applicable Certificate Owners of such Certificates pursuant to Section 6.12 or as otherwise specified in any such Supplement6.08:
(a) the provisions of this Section shall be in full force and effect;
(b) the SellersDepositor, the Servicer Securities Administrator and the Trustee may deal with the Clearing Agency Depository and the Clearing Agency Depository Participants for all purposes (including the making of distributions) as the authorized representatives representative of the respective Certificate OwnersOwners of such Certificates;
(c) registration of the Book-Entry Certificates may not be transferred by the 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 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; and
(d) the rights of the respective Certificate Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants 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. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.12, the Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the related Investor Certificates to such Clearing Agency Participants. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Investor Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount of Investor any Class of Certificates, such direction or consent may be given by Certificate Owners (acting through the Clearing Agency Depository and the Clearing Agency Depository Participants) owning Investor Book-Entry Certificates evidencing the requisite percentage of principal amount of Investor such Class of Certificates.
Appears in 7 contracts
Sources: Pooling and Servicing Agreement (Bear Stearns Asset Backed Securities Trust 2003-Sd3), Pooling and Servicing Agreement (Bear Stearns Asset Backed Securities Trust 2004-Sd3), Pooling and Servicing Agreement (Bear Stearns Asset Backed Securities Trust 2003-Sd1)
Book-Entry Certificates. Unless otherwise specified in the related Supplement for any Series or Class, the Investor Certificates, The Certificates upon original issuance, shall issuance will be issued in the form of one or more typewritten Investor Certificates certificates representing the Book-Entry Trust Certificates, to be delivered to DTC, the initial Clearing Agency, by, or on behalf of, the SellersTrust. The Investor Residual Interest Instrument will be issued as a Definitive Trust Certificate. The certificate or certificates delivered to DTC evidencing such Trust Certificates shall initially be registered on the Certificate Register in the name of Cede & Co., the nominee of the initial Clearing Agency or its nomineeAgency, and no Certificate Owner will receive a definitive certificate representing such Certificate Owner’s 's interest in the Investor Trust Certificates, except as provided in Section 6.123.13. Unless and until definitive, fully registered Investor Trust Certificates (“Definitive Certificates”the "DEFINITIVE TRUST CERTIFICATES") have been issued to the applicable Certificate Owners pursuant to Section 6.12 or as otherwise specified in any such Supplement3.13:
(ai) the provisions of this Section shall be in full force and effect;
(bii) the SellersDepositor, the Servicer Servicer, the Certificate Registrar, the Owner Trustee and the Trustee Trust Agent, subject to the provisions and limitations of Sections 2.03 and 2.06, may deal with the Clearing Agency and the Clearing Agency Participants for all purposes (including the making of distributionsdistributions on the Trust Certificates) as the authorized representatives representative of the respective Certificate Owners;
(ciii) to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control; and;
(div) the rights of the respective Certificate Owners shall be exercised only through the Clearing Agency and (or through procedures established by the Clearing Agency Participants 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. Pursuant ; pursuant to the Depository Agreement, unless and until Definitive Trust Certificates are issued pursuant to Section 6.123.13, the Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the related Investor Certificates to such Clearing Agency Participants. For purposes of any provision of ; 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, Investor Certificateholders directions of Holders of Certificates evidencing a specified percentage of the aggregate unpaid principal amount of Investor CertificatesPercentage Interests thereof, such direction or consent may be given by Certificate Owners (acting through the Clearing Agency and 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) Participants owning Investor Certificates evidencing the requisite or representing, respectively, such required percentage of principal amount of Investor Certificatesthe beneficial interest in Certificates and has delivered such instructions to the Owner Trustee or the Trust Agent.
Appears in 7 contracts
Sources: Trust Agreement (Onyx Acceptance Financial Corp), Trust Agreement (Onyx Acceptance Financial Corp), Trust Agreement (Onyx Acceptance Financial Corp)
Book-Entry Certificates. Unless otherwise specified in the related Supplement for any Series or Class, the Investor Certificates, upon original issuance, shall be issued in the form of one or more typewritten master Investor Certificates representing the Book-Entry Certificates, to be delivered to the Clearing Agency, by, or on behalf of, the SellersTransferor. The Investor Certificates shall initially be registered on the Certificate Register in the name of the Clearing Agency or its nominee, and no Certificate Owner will receive a definitive certificate representing such Certificate Owner’s 's interest in the Investor Certificates, except as provided in Section 6.12. Unless and until definitive, fully registered Investor Certificates (“"Definitive Certificates”") have been issued to the applicable Certificate Owners pursuant to Section 6.12 or as otherwise specified in any such Supplement:
(a) the provisions of this Section shall be in full force and effect;
(b) the SellersTransferor, the Servicer and the Trustee may deal with the Clearing Agency and the Clearing Agency Participants for all purposes (including the making of distributions) as the authorized representatives of the respective Certificate Owners;
(c) to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control; and
(d) the rights of the respective Certificate Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants 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. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.12, the Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the related Investor Certificates to such Clearing Agency Participants. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Investor Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount of Investor Certificates, such direction or consent may be given by Certificate Owners (acting through the Clearing Agency and the Clearing Agency Participants) owning Investor Certificates evidencing the requisite percentage of principal amount of Investor Certificates.
Appears in 6 contracts
Sources: Pooling and Servicing Agreement (American Express Receivables Financing Corp Ii), Pooling and Servicing Agreement (American Express Credit Account Master Trust), Pooling and Servicing Agreement (American Express Credit Account Master Trust)
Book-Entry Certificates. Unless otherwise specified in The Regular Certificates (other than the related Supplement for any Series or Class, the Investor Class C Certificates and Residual Certificates), upon original issuance, shall be issued in the form of one or more typewritten Investor Certificates representing the Book-Entry Certificates, to be delivered to the Clearing Agency, by, Depository by or on behalf of, of the SellersDepositor. The Investor Such Certificates shall initially be registered on the Certificate Register in the name of the Clearing Agency Depository or its nominee, and no Certificate Owner of such Certificates will receive a definitive certificate representing such Certificate Owner’s interest in the Investor such Certificates, except as provided in Section 6.126.08. Unless and until definitive, fully registered Investor Certificates (“Definitive Certificates”) have been issued to the applicable Certificate Owners of such Certificates pursuant to Section 6.12 or as otherwise specified in any such Supplement6.08:
(a) the provisions of this Section shall be in full force and effect;
(b) the Sellers, the Servicer Depositor and the Trustee may deal with the Clearing Agency Depository and the Clearing Agency Depository Participants for all purposes (including the making of distributions) as the authorized representatives representative of the respective Certificate OwnersOwners of such Certificates;
(c) registration of the Book-Entry Certificates may not be transferred by the 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 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; and
(d) the rights of the respective Certificate Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants 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. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.12, the Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the related Investor Certificates to such Clearing Agency Participants. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Investor Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount of Investor any Class of Certificates, such direction or consent may be given by Certificate Owners (acting through the Clearing Agency Depository and the Clearing Agency Depository Participants) owning Investor Book-Entry Certificates evidencing the requisite percentage of principal amount of Investor such Class of Certificates. The Private Certificates (other than the Class B-4 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 6 contracts
Sources: Pooling and Servicing Agreement (Bear Stearns Mortgage Funding Trust 2006-Sl5), Pooling and Servicing Agreement (Bear Stearns Mortgage Funding Trust 2006-Sl6), Pooling and Servicing Agreement (Bear Stearns Mortgage Funding Trust 2007-Sl1)
Book-Entry Certificates. Unless otherwise specified in The Regular Certificates (other than the related Supplement for any Series or Class, the Investor Class C Certificates and Residual Certificates), upon original issuance, shall be issued in the form of one or more typewritten Investor Certificates representing the Book-Entry Certificates, to be delivered to the Clearing Agency, by, Depository by or on behalf of, of the SellersDepositor. The Investor Such Certificates shall initially be registered on the Certificate Register in the name of the Clearing Agency Depository or its nominee, and no Certificate Owner of such Certificates will receive a definitive certificate representing such Certificate Owner’s interest in the Investor such Certificates, except as provided in Section 6.126.08. Unless and until definitive, fully registered Investor Certificates (“Definitive Certificates”) have been issued to the applicable Certificate Owners of such Certificates pursuant to Section 6.12 or as otherwise specified in any such Supplement6.08:
(a) the provisions of this Section shall be in full force and effect;
(b) the Sellers, the Servicer Depositor and the Trustee may deal with the Clearing Agency Depository and the Clearing Agency Depository Participants for all purposes (including the making of distributions) as the authorized representatives representative of the respective Certificate OwnersOwners of such Certificates;
(c) registration of the Book-Entry Certificates may not be transferred by the 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 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; and
(d) the rights of the respective Certificate Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants 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. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.12, the Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the related Investor Certificates to such Clearing Agency Participants. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Investor Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount of Investor any Class of Certificates, such direction or consent may be given by Certificate Owners (acting through the Clearing Agency Depository and the Clearing Agency Depository Participants) owning Investor Book-Entry Certificates evidencing the requisite percentage of principal amount of Investor 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 5 contracts
Sources: Pooling and Servicing Agreement (Bear Stearns Mortgage Funding Trust 2007-Sl2), Pooling and Servicing Agreement (Bear Stearns Mortgage Funding Trust 2007-Sl2), Pooling and Servicing Agreement (Bear Stearns Mortgage Funding Trust 2006-Sl2)
Book-Entry Certificates. Unless otherwise specified in the related Supplement for any Series or Class, the Investor The Class A and Class B Certificates, upon original issuanceissuance (except for the Residual Certificates) will be issued in minimum denominations of $1,000 and integral multiples thereof, and initially shall be issued in the form of one or more typewritten Investor Certificates representing the as Book-Entry Certificates, to be delivered to DTC, the initial Clearing Agency, by, or on behalf of, the SellersSeller. The Investor certificate or certificates delivered to DTC evidencing such Certificates shall initially be registered on the Certificate Register in the name of CEDE & CO., the nominee of the initial Clearing Agency or its nomineeAgency, and no Certificate Owner will receive a definitive certificate representing such Certificate Owner’s 's interest in the Investor Class A or Class B Certificates, except as provided in Section 6.125.12. Unless Subject to Section 5.12, unless and until definitive, fully registered Investor Certificates of either Class (“the "Definitive Certificates”") have been issued to the applicable Certificate Owners pursuant to Section 6.12 or as otherwise specified in any such Supplement5.12:
(ai) the provisions of this Section shall be in full force and effect;
(bii) the SellersSeller, the Servicer Servicer, the Certificate Registrar and the Trustee may deal with the Clearing Agency and the Clearing Agency Participants for all purposes (including the making of distributionsdistributions on the Certificates and the giving of instructions or directions hereunder) as the authorized representatives representative of the respective Certificate Owners;
(ciii) to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control; and;
(div) the rights of the respective Certificate Owners shall be exercised only through the Clearing Agency and (or through procedures established by the Clearing Agency Participants 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. Pursuant to the Depository Agreement, unless Unless and until Definitive Certificates are issued pursuant to Section 6.125.12, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the related Investor Certificates to such Clearing Agency Participants. For purposes of any provision of ; 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, Investor Certificateholders directions of Holders of Certificates evidencing a specified percentage of the aggregate unpaid principal amount Voting Interests of Investor Certificates, such direction either Class or consent may be given by Certificate Owners (acting through both Classes the Clearing Agency and 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) Participants owning Investor Certificates evidencing the requisite or representing, respectively, such required percentage of principal amount of Investor Certificatesthe beneficial interest in such Certificates and has delivered such instructions to the Trustee.
Appears in 5 contracts
Sources: Pooling and Servicing Agreement (Toyota Motor Credit Corp), Pooling and Servicing Agreement (Toyota Motor Credit Corp), Pooling and Servicing Agreement (Toyota Motor Credit Corp)
Book-Entry Certificates. Unless otherwise The Class [A] Certificates and, if so specified in the related Supplement for any Series or Classthis Agreement, the Investor Certificates, upon original issuance, shall Class [B] Certificates may be issued in the form of one or more typewritten Investor Certificates representing the Book-Entry Certificates, to be delivered to the Clearing Agency, by, or on behalf of, the SellersDepositor to the initial Clearing Agency, which, unless otherwise specified in this Agreement, shall be The Depository Trust Company. The Investor In such case, the Certificates delivered to the Depository Trust Company shall initially be registered on the Certificate Register in the name of Cede & Co., the nominee of the initial Clearing Agency or its nomineeAgency, and no Certificate Owner will receive a definitive certificate representing such Certificate Owner’s 's interest in the Investor Certificates, except as provided in Section 6.126.10. Unless and until definitive, fully registered Investor Certificates (“the "Definitive Certificates”") have been issued to the applicable such Certificate Owners pursuant to Section 6.12 or as otherwise specified in any such Supplement6.10:
(ai) the provisions of this Section shall be in full force and effect;
(bii) the SellersDepositor, the Servicer Servicer, the Certificate Registrar and the Trustee may deal with the Clearing Agency and the Clearing Agency Participants for all purposes (including the making of distributionsdistributions on such Certificates) as the authorized representatives sole Holder of such Certificates and shall have no obligation to the respective related Certificate Owners;
(ciii) to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control; and;
(div) the rights of the respective such Certificate Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants 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. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.126.10, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the related Investor such Certificates to such Clearing Agency Participants. For purposes of any provision of ; 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, Investor Certificateholders directions of Holders of Certificates evidencing a specified percentage of the aggregate unpaid principal amount of Investor CertificatesCertificate Balance, such direction or consent may be given by Certificate Owners (acting through the Clearing Agency and 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) Participants owning Investor Certificates evidencing the requisite or representing, respectively, such required percentage of principal amount of Investor Certificatesthe beneficial interest in such Certificates and has delivered such instructions to the Trustee.
Appears in 4 contracts
Sources: Pooling and Servicing Agreement (Bear Stearns Asset Backed Funding Inc), Pooling and Servicing Agreement (National City Bank /), Pooling and Servicing Agreement (Bear Stearns Asset Backed Funding Ii Inc)
Book-Entry Certificates. Unless otherwise specified in The Regular Certificates (other than the related Supplement for any Series or ClassClass M-7, the Investor Class CE and Class P Certificates), upon original issuance, shall be issued in the form of one or more typewritten Investor Certificates representing the Book-Entry Certificates, to be delivered to the Clearing Agency, by, Depository by or on behalf of, of the SellersDepositor. The Investor Such Certificates shall initially be registered on the Certificate Register in the name of the Clearing Agency Depository or its nominee, and no Certificate Owner of such Certificates will receive a definitive certificate representing such Certificate Owner’s 's interest in the Investor such Certificates, except as provided in Section 6.126.08. Unless and until definitive, fully registered Investor Certificates (“"Definitive Certificates”") have been issued to the applicable Certificate Owners of such Certificates pursuant to Section 6.12 or as otherwise specified in any such Supplement6.08:
(a) the provisions of this Section shall be in full force and effect;
(b) the Sellers, the Servicer Depositor and the Trustee may deal with the Clearing Agency Depository and the Clearing Agency Depository Participants for all purposes (including the making of distributions) as the authorized representatives representative of the respective Certificate OwnersOwners of such Certificates;
(c) registration of the Book-Entry Certificates may not be transferred by the 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 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; and
(d) the rights of the respective Certificate Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants 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. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.12, the Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the related Investor Certificates to such Clearing Agency Participants. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Investor Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount of Investor any Class of Certificates, such direction or consent may be given by Certificate Owners (acting through the Clearing Agency Depository and the Clearing Agency Depository Participants) owning Investor Book-Entry Certificates evidencing the requisite percentage of principal amount of Investor such Class of Certificates.
Appears in 4 contracts
Sources: Pooling and Servicing Agreement (Bear Stearns Asset-Backed Certificates Series 2004-He3), Pooling and Servicing Agreement (Bear Stearns Asset Backed Securities I Trust 2005-He1), Pooling and Servicing Agreement (Bear Stearns Asset Backed Securities I LLC 2004-He5)
Book-Entry Certificates. Unless otherwise specified in the related Supplement for any Series or Class, the Investor Certificates, upon original issuance, shall The Class IO Certificates will be issued in the form of one typewritten certificates or more typewritten Investor Certificates global certificates representing the Book-Entry Certificates, to be delivered to, or to the Administrator as custodian for, The Depository Trust Company, the initial Clearing Agency, by, by or on behalf of, of the SellersTrust. The Investor Such Book-Entry Certificate or Book-Entry Certificates shall initially be registered on the Certificate Register in the name of Cede & Co., the nominee of the initial Clearing Agency or its nomineeAgency, and except as provided in Section 3.13, no Certificate Owner will receive a definitive certificate Definitive Certificate representing such Certificate Owner’s interest in the Investor Certificatessuch Book-Entry Certificate. So long as any Book-Entry Certificates are outstanding, except as provided in Section 6.12. Unless unless and until definitive, fully registered Investor Certificates (the “Definitive Certificates”) have been issued to the applicable Certificate Owners pursuant to Section 6.12 or as otherwise specified in any such Supplement3.13:
(a) the The provisions of this Section shall be in full force and effect;
(b) the Sellers, the Servicer The Certificate Registrar and the Owner Trustee may shall be entitled to deal with the Clearing Agency and the Clearing Agency Participants for all purposes of this Agreement (including the making payment of distributionsprincipal of and interest on the Book-Entry Certificates and the giving of instructions or directions hereunder) as the authorized representatives sole Holder of the respective Book-Entry Certificates and shall have no obligation to the Certificate Owners;
(c) to To the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control; and;
(d) the The rights of the respective Certificate Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants 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. Pursuant to the Certificate Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.123.13, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions payments of principal of and interest on the related Investor Book-Entry Certificates to such Clearing Agency Participants. For purposes of any provision of ; 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, Investor Certificateholders directions of Holders of Book-Entry Certificates evidencing a specified percentage of the aggregate unpaid principal amount of Investor CertificatesVoting Interests thereof, such direction or consent may be given by Certificate Owners (acting through the Clearing Agency and 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) Participants owning Investor Certificates evidencing the requisite or representing, respectively, such required percentage of principal amount of Investor Certificatesthe beneficial interest in the Book-Entry Certificates and has delivered such instructions to the Owner Trustee.
Appears in 4 contracts
Sources: Trust Agreement (BLG Securities Company, LLC), Trust Agreement (Bayview Financial Securities Co LLC), Trust Agreement (HMB Acceptance Corp.)
Book-Entry Certificates. Unless otherwise specified in the related Supplement for any Series or Class, the Investor Certificates, upon original issuance, shall be issued in the form of one or more typewritten master Investor Certificates representing the Book-Entry Certificates, to be delivered to the Clearing Agency, by, or on behalf of, the SellersTransferor. The Investor Certificates shall initially be registered on the Certificate Register in the name of the Clearing Agency or its nominee, and no Certificate Owner will receive a definitive certificate representing such Certificate Owner’s interest in the Investor Certificates, except as provided in Section 6.12. Unless and until definitive, fully registered Investor Certificates (“Definitive Certificates”) have been issued to the applicable Certificate Owners pursuant to Section 6.12 or as otherwise specified in any such Supplement:
(a) the provisions of this Section shall be in full force and effect;
(b) the SellersTransferor, the Servicer and the Trustee may deal with the Clearing Agency and the Clearing Agency Participants for all purposes (including the making of distributions) as the authorized representatives of the respective Certificate Owners;
(c) to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control; and
(d) the rights of the respective Certificate Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants 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. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.12, the Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the related Investor Certificates to such Clearing Agency Participants. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Investor Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount of Investor Certificates, such direction or consent may be given by Certificate Owners (acting through the Clearing Agency and the Clearing Agency Participants) owning Investor Certificates evidencing the requisite percentage of principal amount of Investor Certificates.
Appears in 4 contracts
Sources: Pooling and Servicing Agreement (American Express Credit Account Master Trust), Pooling and Servicing Agreement (American Express Receivables Financing Corp Iv LLC), Pooling and Servicing Agreement (American Express Receivables Financing Corp Iv LLC)
Book-Entry Certificates. Unless otherwise specified in the related Supplement for any Series or Class, the Investor The Regular Certificates, upon original issuance, shall be issued in the form of one or more typewritten Investor Certificates representing the Book-Entry Certificates, to be delivered to the Clearing Agency, by, Depository by or on behalf of, of the SellersDepositor. The Investor Book-Entry Certificates shall initially be registered on the Certificate Register in the name of the Clearing Agency Depository or its nominee, and no Certificate Owner of a Book-Entry Certificate will receive a definitive certificate representing such Certificate Owner’s 's interest in the Investor such Certificates, except as provided in Section 6.125.08. Unless and until definitive, fully registered Investor Certificates (“"Definitive Certificates”") have been issued to the applicable Certificate Owners of the Book-Entry Certificates pursuant to Section 6.12 or as otherwise specified in any such Supplement5.08:
(a) the provisions of this Section shall be in full force and effect;
(b) the SellersDepositor, the Servicer Servicer, and the Trustee may deal with the Clearing Agency Depository and the Clearing Agency Depository Participants for all purposes (including the making of distributions) as the authorized representatives representative of the respective Certificate OwnersOwners of the Book-Entry Certificates;
(c) registration of the Book-Entry Certificates may not be transferred by the Servicer except to another Depository;
(d) the rights of the respective Certificate Owners of 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 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 5.08, 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 Servicer 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; and
(d) the rights of the respective Certificate Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants 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. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.12, the Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the related Investor Certificates to such Clearing Agency Participants. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Investor Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount of Investor any Class of Certificates, such direction or consent may be given by Certificate Owners (acting through the Clearing Agency Depository and the Clearing Agency Depository Participants) owning Investor Book-Entry Certificates evidencing the requisite percentage of principal amount of Investor such Class of Certificates.
Appears in 4 contracts
Sources: Pooling and Servicing Agreement (Chase Funding Inc), Pooling and Servicing Agreement (Chase Manhattan Acceptance Corp /De/), Pooling and Servicing Agreement (Chase Funding Inc)
Book-Entry Certificates. Unless otherwise specified in The Regular Certificates (other than the related Supplement for any Series or ClassClass M-8, the Investor Class CE and Class P Certificates), upon original issuance, shall be issued in the form of one or more typewritten Investor Certificates representing the Book-Entry Certificates, to be delivered to the Clearing Agency, by, Depository by or on behalf of, of the SellersDepositor. The Investor Such Certificates shall initially be registered on the Certificate Register in the name of the Clearing Agency Depository or its nominee, and no Certificate Owner of such Certificates will receive a definitive certificate representing such Certificate Owner’s interest in the Investor such Certificates, except as provided in Section 6.126.08. Unless and until definitive, fully registered Investor Certificates (“Definitive Certificates”) have been issued to the applicable Certificate Owners of such Certificates pursuant to Section 6.12 or as otherwise specified in any such Supplement6.08:
(a) the provisions of this Section shall be in full force and effect;
(b) the Sellers, the Servicer Depositor and the Trustee may deal with the Clearing Agency Depository and the Clearing Agency Depository Participants for all purposes (including the making of distributions) as the authorized representatives representative of the respective Certificate OwnersOwners of such Certificates;
(c) registration of the Book-Entry Certificates may not be transferred by the 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 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; and
(d) the rights of the respective Certificate Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants 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. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.12, the Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the related Investor Certificates to such Clearing Agency Participants. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Investor Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount of Investor any Class of Certificates, such direction or consent may be given by Certificate Owners (acting through the Clearing Agency Depository and the Clearing Agency Depository Participants) owning Investor Book-Entry Certificates evidencing the requisite percentage of principal amount of Investor 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-Tc1), Pooling and Servicing Agreement (Bear Stearns Asset Backed Securities I Trust 2005-He5), Pooling and Servicing Agreement (Bear Stearns Asset Backed Securities I Trust 2005-Fr1)
Book-Entry Certificates. Unless otherwise specified in the related Supplement for any Series or Class, the (a) The Investor Certificates, upon original issuance, shall be issued in fully registered form, in the form of one or more typewritten Investor Certificates representing the Book-Entry Certificates, to be delivered to The Depository Trust Company, the initial Clearing Agency, by, or on the behalf of, the SellersTransferor. The Investor Certificates shall initially be registered on in the Certificate Register in the name of CEDE & Co., the nominee of the initial Clearing Agency Agency, or its nomineeany successor nominee designated by The Depository Trust Company or any successor Clearing Agency, and no Certificate Owner will receive a definitive certificate representing such Certificate Owner’s interest in the Investor Certificates, except as provided in Section 6.126.02(c). Unless and until definitive, fully registered Investor Certificates (“Definitive Certificates”) have been issued to the applicable Certificate Owners beneficial owners of the Investor Certificates pursuant to Section 6.12 or as otherwise specified in any such Supplement:6.02(c):
(ai) the provisions of this Section 6.02(a) shall be in full force and effect;
(bii) the SellersTransferor, the Master Servicer and the Trustee may deal with the Clearing Agency and the Clearing Agency Participants for all purposes (including the making of distributionsdistributions on the Investor Certificates) as the authorized representatives of the respective Certificate Owners;
(ciii) to the extent that the provisions of this Section 6.02(a) conflict with any other provisions of this Agreement, the provisions of this Section 6.02(a) shall control; and
(div) the rights of the respective Certificate Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants 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. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.126.02(c), the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the related Investor Certificates to such Clearing Agency Participants. For purposes of any provision of this Agreement or any applicable Series Supplement requiring or permitting actions with the consent of, or at the direction of, Investor Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount Class Invested Amount of Investor Certificatesany Class, such direction or consent may be given by Certificate Owners (acting through the Clearing Agency and the Clearing Agency Participants).
(b) owning Whenever notice or other communication is required to be given to Investor Certificateholders of any Class with respect to which Book-Entry Certificates have been issued, unless and until Definitive Certificates shall have been issued to the related Certificate Owners pursuant to Section 6.02(c), the Trustee shall give all such notices and communications specified herein to be given to such Investor Certificateholders to the Clearing Agency.
(c) If, with respect to any Series the Investor Certificates evidencing of which are originally issued in the requisite percentage form of principal amount Book-Entry Certificates:
(i) (A) the Master Servicer advises the Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities under the Depository Agreement, and (B) the Trustee or the Master Servicer is unable to locate a qualified successor,
(ii) the Master Servicer, at its option, advises the Trustee in writing that it elects to terminate the book-entry system with respect to such Series through the Clearing Agency, or
(iii) after the occurrence of a Master Servicer Termination Event, Certificate Owners representing beneficial interests aggregating not less than 51% of the Invested Amount of any Class of such Series advise the Trustee and the Clearing Agency through the Clearing Agency Participants in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of the Certificate Owners of such Class, then the Trustee shall notify all Certificate Owners of each Class of such Series upon the occurrence of an event described in clauses (i) and (ii) above or all Certificate Owners of the applicable Class upon the occurrence of the event described in clause (iii) above, through the Clearing Agency, of the occurrence of any such event and of the availability of Definitive Certificates to Certificate Owners of such Class of such Series requesting the same. Upon surrender to the Trustee of the applicable Investor Certificates by the Clearing Agency, accompanied by registration instructions from the Clearing Agency for registration, the Trustee shall issue the Definitive Certificates for the applicable Class. Neither the Transferor nor the Trustee 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 all references herein to obligations imposed upon or to be performed by the Clearing Agency with respect to the applicable Class of the applicable Series of Investor Certificates shall be deemed to be imposed upon and performed by the Trustee, to the extent applicable with respect to such Definitive Certificates, and the Trustee shall recognize the Holders of such Definitive Certificates as Certificateholders hereunder.
Appears in 4 contracts
Sources: Pooling and Servicing Agreement (Discover Card Master Trust I), Pooling and Servicing Agreement (Discover Card Master Trust I), Pooling and Servicing Agreement
Book-Entry Certificates. Unless otherwise specified in the related Supplement for any Series or Class, the Investor Certificates, upon original issuance, shall be issued in the form of one or more typewritten Investor Certificates representing the Book-Entry Certificates, to be delivered to the Clearing AgencyDepository, by, or on behalf of, the SellersSeller. The Investor Certificates shall initially be registered on the Certificate Register in the name of the Clearing Agency Depository or its nominee, and no Certificate Owner will receive a definitive certificate representing such Certificate Owner’s 's interest in the Investor Certificates, except as provided in Section 6.12section 6.10. Unless and until definitive, fully registered Investor Certificates (“Definitive Certificates.("Definitive Certificates”") have been issued to the applicable Certificate Owners owners pursuant to Section 6.12 6.10 or as otherwise specified in any such Supplement:
(a) the provisions of this Section shall be in full force and effect;
(b) the SellersSeller, the Servicer and the Trustee may deal with the Clearing Agency Depository and the Clearing Agency Depository Participants for all purposes (including the making of distributions) as the authorized representatives of the respective Certificate Ownersowners;
(c) to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control; and
(d) the rights of the respective Certificate Owners owners shall be exercised only through the Clearing Agency Depository and the Clearing Agency Depository Participants and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency Depository and/or the Clearing Agency Depository Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.126.10, the Clearing Agency Depository will make book-entry transfers among the Clearing Agency Depository Participants and receive and transmit distributions of principal and interest on the related Investor Certificates to such Clearing Agency Depository Participants. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Investor Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount of Investor Certificates, such direction or consent may be given by Certificate Owners (acting through the Clearing Agency Depository and the Clearing Agency Depository Participants) owning Investor Certificates evidencing the requisite percentage of principal amount of Investor Certificates.
Appears in 4 contracts
Sources: Pooling and Servicing Agreement (Daimlerchrysler Wholesale Receivables LLC), Pooling and Servicing Agreement (Daimlerchrysler Wholesale Receivables LLC), Pooling and Servicing Agreement (Carco Auto Loan Master Trust)
Book-Entry Certificates. Unless otherwise specified in the related Supplement for any Series or Class, the Investor The Certificates, upon original issuance, shall will be issued in the form of one a typewritten Certificate or more typewritten Investor Certificates representing the Book-Entry Certificates, to be delivered to The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the SellersTrust; provided, however, that one Definitive Certificate may be issued to the Depositor pursuant to Section 3.10. The Investor Such Certificate or Certificates shall initially be registered on the Certificate Register in the name of Cede & Co., the nominee of the initial Clearing Agency or its nomineeAgency, and no Certificate Owner will receive a definitive certificate Definitive Certificate representing such Certificate Owner’s 's interest in the Investor Certificatessuch Certificate, except as provided in Section 6.123.13. Unless and until definitive, fully registered Investor Certificates (“the "Definitive Certificates”") have been issued to the applicable Certificate Owners pursuant to Section 6.12 or as otherwise specified in any such Supplement3.13:
(a) the provisions of this Section shall be in full force and effect;
(b) the SellersDepositor, the Servicer Servicer, the Administrator, Certificate Registrar and the Owner Trustee may shall be entitled to deal with the Clearing Agency and the Clearing Agency Participants for all purposes of this Agreement (including the making payment of distributionsprincipal of and interest on the Certificates and the giving of instructions or directions hereunder) as the authorized representatives representative of the respective Certificate Owners;
(c) to the extent that the provisions of this Section section conflict with any other provisions of this Agreement, the provisions of this Section shall control; and;
(d) the rights of the respective Certificate Owners shall be exercised only through the Clearing Agency and (or through procedures established by the Clearing Agency Participants Agency) and shall be limited to those established by law and the agreements between the Depositor, the Owner Trustee or such Certificate Owners and the Clearing Agency and/or the Clearing Agency Participants. Pursuant to the Depository Agreement, unless Unless and until Definitive Certificates are issued pursuant to Section 6.123.13, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions payments of principal of and interest on the related Investor Certificates to such Clearing Agency Participants. For purposes of any provision of ; 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, Investor Certificateholders directions of Holders of Certificates evidencing a specified percentage of the aggregate unpaid principal amount of Investor CertificatesCertificate Balance, such direction or consent may be given by Certificate Owners (acting through the Clearing Agency and 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) Participants owning Investor Certificates evidencing the requisite or representing, respectively, such required percentage of principal amount of Investor Certificatesthe beneficial interest in the Certificates and has delivered such instructions to the Owner Trustee.]
Appears in 3 contracts
Sources: Trust Agreement (Toyota Motor Credit Corp), Trust Agreement (Toyota Motor Credit Corp), Trust Agreement (Toyota Motor Credit Corp)
Book-Entry Certificates. Unless otherwise specified provided in the any related Supplement for any Series or ClassSupplement, the Investor Certificates, upon original issuance, shall will be issued in the form of one or more the requisite number of typewritten Investor Certificates representing the Book-Entry Certificates, to be delivered to The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, of the SellersTransferors. The Investor Certificates shall initially be registered on the Certificate Register in the name of CEDE & Co., the nominee of the Clearing Agency or its nomineeAgency, and no Certificate Owner owner will receive a definitive certificate representing such Certificate Owner’s owner's interest in the Investor Certificates, except as provided in Section 6.126.13 of the Agreement. Unless and until definitive, fully registered Investor Certificates (“the "Definitive Certificates”") have been issued to the applicable Certificate Owners pursuant to Section 6.12 or as otherwise specified in any such Supplement6.13 of the Agreement:
(ai) the provisions provision of this Section 6.11 shall be in full force and effect;
(bii) the SellersTransferor, the Servicer Servicer, the Paying Agent, the Transfer Agent and Registrar and the Trustee may deal with the Clearing Agency and the Clearing Agency Participants for all purposes (including the making of distributionsdistributions on the Investor Certificates) as the authorized representatives of the respective Certificate Owners;
(ciii) to the extent that the provisions of this Section 6.11 conflict with any other provisions of this Agreement, the provisions of this Section 6.11 shall control; and;
(div) the rights of the respective Certificate Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants 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. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.126.13 of the Agreement, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the related Investor Certificates to such Clearing Agency Participants. For purposes of any provision of ; 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, Investor Certificateholders evidencing directions of a specified percentage of the aggregate unpaid principal amount Invested Amount of Investor Certificatesany or all Series of Certificates outstanding, such direction or consent may be given by Certificate Owners (acting through the Clearing Agency and 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) Participants owning Investor Certificates evidencing the requisite or representing, respectively, such required percentage of principal amount of the beneficial interest in Investor Certificates.
Appears in 3 contracts
Sources: Master Pooling and Servicing Agreement (American Express Centurion Bank), Master Pooling and Servicing Agreement (American Express Centurion Bank), Master Pooling and Servicing Agreement (American Express Credit Account Master Trust)
Book-Entry Certificates. Unless otherwise specified in the related Supplement for any Series or Class, the Investor The Certificates, other than the Class X, Class P and Class R Certificates upon original issuance, shall be issued in the form of one or more typewritten Investor Certificates representing the Book-Entry Certificates, to be delivered to the Clearing Agency, by, Depository by or on behalf of, of the SellersDepositor. The Investor Such Certificates shall initially be registered on the Certificate Register in the name of the Clearing Agency Depository or its nominee, and no Certificate Owner of such Certificates will receive a definitive certificate representing such Certificate Owner’s 's interest in the Investor such Certificates, except as provided in Section 6.126.08. Unless and until definitive, fully registered Investor Certificates (“"Definitive Certificates”") have been issued to the applicable Certificate Owners of such Certificates pursuant to Section 6.12 or as otherwise specified in any such Supplement6.08:
(a) the provisions of this Section shall be in full force and effect;
(b) the Sellers, the Servicer Depositor and the Trustee may deal with the Clearing Agency Depository and the Clearing Agency Depository Participants for all purposes (including the making of distributions) as the authorized representatives representative of the respective Certificate OwnersOwners of such Certificates;
(c) registration of the Book-Entry Certificates may not be transferred by the 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 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; and
(d) the rights of the respective Certificate Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants 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. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.12, the Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the related Investor Certificates to such Clearing Agency Participants. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Investor Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount of Investor any Class of Certificates, such direction or consent may be given by Certificate Owners (acting through the Clearing Agency Depository and the Clearing Agency Depository Participants) owning Investor Book-Entry Certificates evidencing the requisite percentage of principal amount of Investor such Class of Certificates.
Appears in 3 contracts
Sources: Pooling and Servicing Agreement (NAAC Alternative Loan Trust, Series 2004-Ar4), Pooling and Servicing Agreement (Nomura Asset Acceptance Corporation, Alternative Loan Trust, Series 2004-Ar2), Pooling and Servicing Agreement (NAAC Alternative Loan Trust, Series 2004-Ar3)
Book-Entry Certificates. Unless otherwise specified in The Regular Certificates (other than the related Supplement for any Series or ClassM-10, the Investor Class CE and Class P Certificates), upon original issuance, shall be issued in the form of one or more typewritten Investor Certificates representing the Book-Entry Certificates, to be delivered to the Clearing Agency, by, Depository by or on behalf of, of the SellersDepositor. The Investor Such Certificates shall initially be registered on the Certificate Register in the name of the Clearing Agency Depository or its nominee, and no Certificate Owner of such Certificates will receive a definitive certificate representing such Certificate Owner’s interest in the Investor such Certificates, except as provided in Section 6.127.08. Unless and until definitive, fully registered Investor Certificates (“Definitive Certificates”) have been issued to the applicable Certificate Owners of such Certificates pursuant to Section 6.12 or as otherwise specified in any such Supplement7.08:
(a) the provisions of this Section shall be in full force and effect;
(b) the SellersDepositor, the Servicer Trustee and the Trustee Securities Administrator may deal with the Clearing Agency Depository and the Clearing Agency Depository Participants for all purposes (including the making of distributions) as the authorized representatives representative of the respective Certificate OwnersOwners 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 7.08, 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 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; and
(d) the rights of the respective Certificate Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants 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. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.12, the Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the related Investor Certificates to such Clearing Agency Participants. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Investor Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount of Investor any Class of Certificates, such direction or consent may be given by Certificate Owners (acting through the Clearing Agency Depository and the Clearing Agency Depository Participants) owning Investor Book-Entry Certificates evidencing the requisite percentage of principal amount of Investor 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 3 contracts
Sources: Pooling and Servicing Agreement (Bear Stearns Asset Backed Securities I Trust 2006-He4), Pooling and Servicing Agreement (Bear Stearns Asset Backed Securities I Trust 2006-He3), Pooling and Servicing Agreement (Bear Stearns Asset Backed Securities I Trust 2006-He3)
Book-Entry Certificates. Unless otherwise specified in The Regular Certificates (other than the related Supplement for any Series or Class, the Investor Class B-IO Certificates), upon original issuance, shall be issued in the form of one or more typewritten Investor Certificates representing the Book-Entry 95 Certificates, to be delivered to the Clearing Agency, by, Depository or its agent by or on behalf of, of the SellersDepositor. The Investor Such Certificates shall initially be registered on the Certificate Register in the name of the Clearing Agency Depository or its nominee, and no Certificate Owner of such Certificates will receive a definitive certificate representing such Certificate Owner’s 's interest in the Investor such Certificates, except as provided in Section 6.126.08. Unless and until definitive, fully registered Investor Certificates (“"Definitive Certificates”") have been issued to the applicable Certificate Owners of such Certificates pursuant to Section 6.12 or as otherwise specified in any such Supplement6.08:
(a) the provisions of this Section shall be in full force and effect;
(b) the Sellers, the Servicer Depositor and the Trustee may deal with the Clearing Agency Depository and the Clearing Agency Depository Participants for all purposes (including the making of distributions) as the authorized representatives representative of the respective Certificate OwnersOwners of such Certificates;
(c) registration of the Book-Entry Certificates may not be transferred by the 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 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; and
(d) the rights of the respective Certificate Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants 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. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.12, the Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the related Investor Certificates to such Clearing Agency Participants. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Investor Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount of Investor any Class of Certificates (other than the Class B-IO Certificates and the Residual Certificates), such direction or consent may be given by Certificate Owners (acting through the Clearing Agency Depository and the Clearing Agency Depository Participants) owning Investor Book-Entry Certificates evidencing the requisite percentage of principal amount of Investor such Class of Certificates.
Appears in 3 contracts
Sources: Pooling and Servicing Agreement (Bsabs 2005-1), Pooling and Servicing Agreement (Bear Stearns Asset Backed Securities Trust 2005-2), Pooling and Servicing Agreement (Bsabs 2005-1)
Book-Entry Certificates. Unless otherwise specified in The Regular Certificates (other than the related Supplement for any Series or ClassClass M-7, the Investor Class M-8, Class CE and Class P Certificates), upon original issuance, shall be issued in the form of one or more typewritten Investor Certificates representing the Book-Entry Certificates, to be delivered to the Clearing Agency, by, Depository by or on behalf of, of the SellersDepositor. The Investor Such Certificates shall initially be registered on the Certificate Register in the name of the Clearing Agency Depository or its nominee, and no Certificate Owner of such Certificates will receive a definitive certificate representing such Certificate Owner’s interest in the Investor such Certificates, except as provided in Section 6.126.08. Unless and until definitive, fully registered Investor Certificates (“Definitive Certificates”) have been issued to the applicable Certificate Owners of such Certificates pursuant to Section 6.12 or as otherwise specified in any such Supplement6.08:
(a) the provisions of this Section shall be in full force and effect;
(b) the Sellers, the Servicer Depositor and the Trustee may deal with the Clearing Agency Depository and the Clearing Agency Depository Participants for all purposes (including the making of distributions) as the authorized representatives representative of the respective Certificate OwnersOwners of such Certificates;
(c) registration of the Book-Entry Certificates may not be transferred by the 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 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; and
(d) the rights of the respective Certificate Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants 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. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.12, the Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the related Investor Certificates to such Clearing Agency Participants. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Investor Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount of Investor any Class of Certificates, such direction or consent may be given by Certificate Owners (acting through the Clearing Agency Depository and the Clearing Agency Depository Participants) owning Investor Book-Entry Certificates evidencing the requisite percentage of principal amount of Investor 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-He4), Pooling and Servicing Agreement (Bear Stearns Asset Backed Securities I Trust 2005-Aq1), Pooling and Servicing Agreement (Bear Stearns Asset Backed Securities I Trust 2005-Tc2)
Book-Entry Certificates. Unless otherwise specified in the related Supplement for any Series or Class, the Investor (a) Each class of Book-Entry Certificates, upon original issuance, shall be issued in the form of one or more typewritten Investor Certificates representing the Book-Entry Certificates, to be delivered to DTC, the initial Clearing Agency, by, or on behalf of, the SellersSeller. The Investor Book-Entry Certificates shall initially be registered on the Certificate Register in the name of the Clearing Agency or its nomineenominee of DTC, and no Certificate Owner Beneficial Holder will receive a definitive certificate representing such Certificate Owner’s Beneficial Holder's interest in the Investor Book-Entry Certificates, except as provided in Section 6.126.09. Unless and until definitive, fully registered Investor Definitive Certificates (“Definitive Certificates”) have been issued to the applicable Certificate Owners Beneficial Holders pursuant to Section 6.12 or as otherwise specified in any such Supplement6.09:
(ai) the provisions of this Section 6.07 shall be in full force and effecteffect with respect to such Book-Entry Certificates;
(bii) the Sellers, the Servicer Seller and the Trustee may deal with the Clearing Agency and the Clearing Agency Participants for all purposes with respect to such Book-Entry Certificates (including the making of distributionsdistributions on such Certificates) as the authorized representatives sole Holder of the respective Certificate Ownerssuch Certificates;
(ciii) to the extent that the provisions of this Section 6.07 conflict with any other provisions of this Agreement, the provisions of this Section 6.07 shall control; and;
(div) the rights of the respective Certificate Owners Beneficial Holders of such Book-Entry Certificates shall be exercised only through the Clearing Agency and the Clearing Agency Participants and shall be limited to those established by law and agreements between such Certificate Owners Beneficial Holders and the Clearing Agency and/or the Clearing Agency Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.126.09, the initial Clearing Agency will make book-book- entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the related Investor Certificates to such Clearing Agency Participants. ; and
(v) any transferee of a beneficial interest in a Restricted Certificate in the form of a Book-Entry Certificate will be deemed to have made one of the representations set forth in Exhibit H hereto and if any purported transferee shall become a registered Holder of a Restricted Certificate in violation of such representations, then the last preceding qualified transferee shall be deemed restored to all rights as Holder thereof retroactive to the date of such transfer of such Restricted Certificate.
(b) For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Investor Certificateholders Holders of each Class of such Book-Entry Certificates evidencing a specified percentage of the aggregate unpaid principal amount of Investor such Certificates, such direction or consent may be given by Certificate Owners (acting through the Clearing Agency and at the Clearing Agency Participants) direction of Beneficial Holders owning Investor such Certificates evidencing the requisite percentage of principal amount of Investor such Certificates. The Clearing Agency may take conflicting actions with respect to each Class of such Book-Entry Certificates to the extent that such actions are taken on behalf of the Beneficial Holders.
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (Structured Asset Mortgage Investments Inc), Pooling and Servicing Agreement (Structured Asset Mortgage Investments Inc)
Book-Entry Certificates. Unless otherwise specified in the related Supplement for any Series or Class, the Investor The Certificates, upon original issuance, shall be issued in the form of one or more typewritten Investor Certificates for each Class representing the Book-Entry Certificates, to be delivered to DTC, the initial Clearing Agency, by, or on behalf of, the SellersTrust. The Investor Certificates shall initially be registered on the Certificate certificate Register in the name of Cede & Co., the nominee of the initial Clearing Agency or its nomineeAgency, and no Certificate Owner Certificateholder will receive a definitive certificate Definitive Certificate (as defined below) representing such Certificate Owner’s Certificateholder's interest in the Investor Certificates, except as provided in Section 6.124.10. Unless and until definitive, fully registered Investor Certificates (“"Definitive Certificates”") have been issued to the applicable Certificate Owners Certificateholder pursuant to Section 6.12 or as otherwise specified in any such Supplement4.10.:
(a) the provisions of this Section shall be in full force and effect;
(b) the Sellers, the Servicer Depositor and the Trustee may deal with the Clearing Agency and the Clearing Agency Participants Participant for all purposes (including the making of distributionsdistributions in respect of the Certificates) as the authorized representatives of the respective Certificate OwnersCertificateholders;
(c) to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control; and;
(d) the rights of the respective Certificate Owners Certificateholders shall be exercised only through the Clearing Agency and the Clearing Agency Participants participants and shall be limited to those established by law and agreements between such Certificate Owners Certificateholders and the Clearing Agency and/or the Clearing Agency Participants. Pursuant Participants pursuant to the Depository Agreement, unless . Unless and until Definitive Certificates are issued pursuant to Section 6.124.10, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal principle and interest and any other amounts on the related Investor Certificates to such Clearing Agency Participants. For purposes of any provision of ; and
(e) whenever this Agreement requiring agreement requires or permitting permits actions to be taken with the consent of, or at the direction of, Investor Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount or notional amount, as the case may be, of Investor CertificatesOutstanding Certificates of any Class, such direction or consent may be given by Certificate Owners (acting through the Clearing Agency and shall be deemed to represent such percentage only to the extent that is has received instructions to such effect from Certificateholders and/or Clearing Agency Participants) Participants owning Investor Certificates evidencing the requisite or representing, respectively, such required percentage of the beneficial interest in the principal amount or notional amount, as the case may be, of Investor Certificatesthe applicable Class of Certificates and has delivered instructions to the Trustee.
Appears in 2 contracts
Sources: Deposit Trust Agreement (Goldman Sachs Asset Backed Securities Corp), Deposit Trust Agreement (Gs Mortgage Securities Corp)
Book-Entry Certificates. Unless otherwise specified in The Regular Certificates (other than the related Supplement for any Series or ClassClass M-8, the Investor Class CE and Class P Certificates), upon original issuance, shall be issued in the form of one or more typewritten Investor Certificates representing the Book-Entry Certificates, to be delivered to the Clearing Agency, by, Depository by or on behalf of, of the SellersDepositor. The Investor Such Certificates shall initially be registered on the Certificate Register in the name of the Clearing Agency Depository or its nominee, and no Certificate Owner of such Certificates will receive a definitive certificate representing such Certificate Owner’s 's interest in the Investor such Certificates, except as provided in Section 6.126.08. Unless and until definitive, fully registered Investor Certificates (“"Definitive Certificates”") have been issued to the applicable Certificate Owners of such Certificates pursuant to Section 6.12 or as otherwise specified in any such Supplement6.08:
(a) the provisions of this Section shall be in full force and effect;
(b) the Sellers, the Servicer Depositor and the Trustee may deal with the Clearing Agency Depository and the Clearing Agency Depository Participants for all purposes (including the making of distributions) as the authorized representatives representative of the respective Certificate OwnersOwners of such Certificates;
(c) registration of the Book-Entry Certificates may not be transferred by the 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 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; and
(d) the rights of the respective Certificate Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants 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. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.12, the Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the related Investor Certificates to such Clearing Agency Participants. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Investor Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount of Investor any Class of Certificates, such direction or consent may be given by Certificate Owners (acting through the Clearing Agency Depository and the Clearing Agency Depository Participants) owning Investor Book-Entry Certificates evidencing the requisite percentage of principal amount of Investor such Class of Certificates.
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (Bear Stearns Asset Backed Securities I Trust 2004-Fr2), Pooling and Servicing Agreement (Bear Stearns Asset Backed Securities I Trust 2004-Fr1)
Book-Entry Certificates. Unless otherwise specified provided in the any related Supplement for any Series or ClassSupplement, the Investor Certificates, upon original issuance, shall will be issued in the form of one or more the requisite number of typewritten Investor Certificates representing the Book-Entry Certificates, to be delivered to The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the SellersTransferor. The Investor Certificates shall initially be registered on the Certificate Register in the name of Cede, the nominee of the Clearing Agency or its nomineeAgency, and no Certificate Owner will receive a definitive certificate representing such Certificate Owner’s 's interest in the Investor Certificates, except as provided in Section 6.126.13. Unless and until definitive, fully registered Investor Certificates (“the "Definitive Certificates”") have been issued to the applicable Certificate Owners pursuant to Section 6.12 or as otherwise specified in any such Supplement6.13:
(ai) the provisions provision of this Section 6.11 shall be in full force and effect;
(bii) the SellersTransferor, the Servicer Servicer, the Paying Agent, the Transfer Agent and Registrar and the Trustee may deal with the Clearing Agency and the Clearing Agency Participants for all purposes (including the making of distributionsdistributions on the Investor Certificates) as the authorized representatives of the respective Certificate Owners;
(ciii) to the extent that the provisions of this Section 6.11 conflict with any other provisions of this Agreement, the provisions of this Section 6.11 shall control; and;
(div) the rights of the respective Certificate Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants 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. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.126.13, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the related Investor Certificates to such Clearing Agency Participants. For purposes of any provision of ; 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, Investor Certificateholders evidencing directions of a specified percentage of the aggregate unpaid principal amount Investor Amount of Investor Certificatesany or all Series of Certificates outstanding, such direction or consent may be given by Certificate Owners (acting through the Clearing Agency and 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) Participants owning Investor Certificates evidencing the requisite or representing, respectively, such required percentage of principal amount of the beneficial interest in Investor Certificates.
Appears in 2 contracts
Sources: Master Pooling and Servicing Agreement (Proffitts Credit Card Master Trust), Master Pooling and Servicing Agreement (Proffitts Credit Card Master Trust)
Book-Entry Certificates. Unless otherwise specified in The Regular Certificates (other than the related Supplement for any Series or ClassClass M-9, the Investor Class M-10, Class CE and Class P Certificates), upon original issuance, shall be issued in the form of one or more typewritten Investor Certificates representing the Book-Entry Certificates, to be delivered to the Clearing Agency, by, Depository by or on behalf of, of the SellersDepositor. The Investor Such Certificates shall initially be registered on the Certificate Register in the name of the Clearing Agency Depository or its nominee, and no Certificate Owner of such Certificates will receive a definitive certificate representing such Certificate Owner’s interest in the Investor such Certificates, except as provided in Section 6.126.08. Unless and until definitive, fully registered Investor Certificates (“Definitive Certificates”) have been issued to the applicable Certificate Owners of such Certificates pursuant to Section 6.12 or as otherwise specified in any such Supplement6.08:
(a) the provisions of this Section shall be in full force and effect;
(b) the Sellers, the Servicer Depositor and the Trustee may deal with the Clearing Agency Depository and the Clearing Agency Depository Participants for all purposes (including the making of distributions) as the authorized representatives representative of the respective Certificate OwnersOwners of such Certificates;
(c) registration of the Book-Entry Certificates may not be transferred by the 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 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; and
(d) the rights of the respective Certificate Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants 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. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.12, the Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the related Investor Certificates to such Clearing Agency Participants. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Investor Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount of Investor any Class of Certificates, such direction or consent may be given by Certificate Owners (acting through the Clearing Agency Depository and the Clearing Agency Depository Participants) owning Investor Book-Entry Certificates evidencing the requisite percentage of principal amount of Investor 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-Aq2), Pooling and Servicing Agreement (Asset-Backed Certificates, Series 2005-He11)
Book-Entry Certificates. Unless otherwise specified in the related Supplement for any Series or Class, the Investor The Certificates, upon original issuanceissuance (except for the Residual Certificate), shall will be issued in the form of one or more typewritten Investor global Certificates representing registered in the Book-Entry Certificatesname of the nominee of The Depository Trust Company, to be delivered to the initial Clearing Agency, by, by or on behalf of, of the SellersDepositor. The Investor Certificates delivered to The Depository Trust Company shall initially be registered on the Certificate Register in the name of CEDE & CO., the nominee of the initial Clearing Agency or its nomineeAgency, and no Certificate Owner will receive a definitive physical certificate representing such Certificate Owner’s 's interest in the Investor Certificates, except as provided in Section 6.1215.10. Unless and until definitive, fully registered Investor Certificates (“the "Definitive Certificates”") have been issued to the applicable Certificate Owners pursuant to Section 6.12 or as otherwise specified in any such Supplement15.10:
(ai) the provisions of this Section 15.8 shall be in full force and effect;
(bii) the SellersDepositor, the Servicer Servicer, the Certificate Registrar and the Trustee may deal with the Clearing Agency and the Clearing Agency Participants for all purposes (including the making of distributionsdistributions on the Certificates) as the authorized representatives representative of the respective Certificate Owners;
(ciii) to the extent that the provisions of this Section 15.8 conflict with any other provisions of this the Agreement, the provisions of this Section 15.8 shall control; and;
(div) the rights of the respective Certificate Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants 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. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.1215.10, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the related Investor Certificates to such Clearing Agency Participants. For purposes ; and
(v) whenever the Agreement requires or permits actions to be taken based upon instructions or directions of any provision Holders of this Agreement requiring or permitting actions with the consent of, or at the direction of, Investor Certificateholders Certificates evidencing a specified percentage of the aggregate unpaid principal amount of Investor Certificates, such direction or consent may be given by Certificate Owners (acting through Pool Balance the Clearing Agency will take such actions with respect to specified percentages of the Pool Balance only at the direction of and the on behalf of Clearing Agency Participants) owning Investor Certificates evidencing Participants whose holdings include undivided interests that satisfy such specified percentages. DTC may take conflicting actions with respect to other undivided interests to the requisite percentage extent that such actions are taken on behalf of principal amount of Investor CertificatesClearing Agency Participants whose holdings include such undivided interests.
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (Nationscredit Securitization Corp), Pooling and Servicing Agreement (Nationscredit Grantor Trust 1997-2)
Book-Entry Certificates. Unless otherwise specified in The Regular Certificates (other than the related Supplement for any Series or ClassClass B-4, the Investor Class P and Class C Certificates), upon original issuance, shall be issued in the form of one or more typewritten Investor Certificates representing the Book-Entry Certificates, to be delivered to the Clearing Agency, by, Depository by or on behalf of, of the SellersDepositor. The Investor Such Certificates shall initially be registered on the Certificate Register in the name of the Clearing Agency Depository or its nominee, and no Certificate Owner of such Certificates will receive a definitive certificate representing such Certificate Owner’s interest in the Investor such Certificates, except as provided in Section 6.126.08. Unless and until definitive, fully registered Investor Certificates (“Definitive Certificates”) have been issued to the applicable Certificate Owners of such Certificates pursuant to Section 6.12 or as otherwise specified in any such Supplement6.08:
(a) the provisions of this Section shall be in full force and effect;
(b) the Sellers, the Servicer Depositor and the Trustee may deal with the Clearing Agency Depository and the Clearing Agency Depository Participants for all purposes (including the making of distributions) as the authorized representatives representative of the respective Certificate OwnersOwners of such Certificates;
(c) registration of the Book-Entry Certificates may not be transferred by the 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 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; and
(d) the rights of the respective Certificate Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants 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. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.12, the Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the related Investor Certificates to such Clearing Agency Participants. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Investor Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount of Investor any Class of Certificates, such direction or consent may be given by Certificate Owners (acting through the Clearing Agency Depository and the Clearing Agency Depository Participants) owning Investor Book-Entry Certificates evidencing the requisite percentage of principal amount of Investor 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 (Saco I Trust, 2005-Wm3), Pooling and Servicing Agreement (Saco I Trust 2005-9)
Book-Entry Certificates. Unless otherwise specified in the related Supplement for any Series or Class, the Investor The Certificates, upon original issuance, shall will be issued in the form of one a typewritten Certificate or more typewritten Investor Certificates representing the Book-Entry Certificates, to be delivered to The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the SellersTrust; provided, however, that one Definitive Certificate may be issued to the Depositor pursuant to Section 3.10. The Investor Such Certificate or Certificates shall initially be registered on the Certificate Register in the name of Cede & Co., the nominee of the initial Clearing Agency or its nomineeAgency, and no Certificate Owner will receive a definitive certificate Definitive Certificate representing such Certificate Owner’s 's interest in the Investor Certificatessuch Certificate, except as provided in Section 6.123.13. Unless and until definitive, fully registered Investor Certificates (“the "Definitive Certificates”") have been issued to the applicable Certificate Owners pursuant to Section 6.12 or as otherwise specified in any such Supplement3.13:
(a) the provisions of this Section shall be in full force and effect;
(b) the SellersDepositor, the Servicer Servicer, the Administrator, Certificate Registrar and the Owner Trustee may shall be entitled to deal with the Clearing Agency and the Clearing Agency Participants for all purposes of this Agreement (including the making payment of distributionsprincipal of and interest on the Certificates and the giving of instructions or directions hereunder) as the authorized representatives representative of the respective Certificate Owners;
(c) to the extent that the provisions of this Section section conflict with any other provisions of this Agreement, the provisions of this Section shall control; and;
(d) the rights of the respective Certificate Owners shall be exercised only through the Clearing Agency and (or through procedures established by the Clearing Agency Participants Agency) and shall be limited to those established by law and the agreements between the Depositor, the Owner Trustee or such Certificate Owners and the Clearing Agency and/or the Clearing Agency Participants. Pursuant to the Depository Agreement, unless Unless and until Definitive Certificates are issued pursuant to Section 6.123.13, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions payments of principal of and interest on the related Investor Certificates to such Clearing Agency Participants. For purposes of any provision of ; 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, Investor Certificateholders directions of Holders of Certificates evidencing a specified percentage of the aggregate unpaid principal amount of Investor CertificatesCertificate Balance, such direction or consent may be given by Certificate Owners (acting through the Clearing Agency and 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) Participants owning Investor Certificates evidencing the requisite or representing, respectively, such required percentage of principal amount of Investor Certificatesthe beneficial interest in the Certificates and has delivered such instructions to the Owner Trustee.
Appears in 2 contracts
Sources: Trust Agreement (Toyota Motor Credit Corp), Trust Agreement (Toyota Motor Credit Corp)
Book-Entry Certificates. Unless otherwise specified in the related Supplement for any Series or Class, the Investor (a) Each Class of Book-Entry Certificates, upon original issuance, shall be issued in the form of one or more typewritten Investor Certificates representing the Book-Entry Certificates, to be delivered to The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the SellersDepositor. The Investor Book-Entry Certificates shall initially be registered on the Certificate Register in the name of the nominee of the Clearing Agency or its nomineeAgency, and no Certificate Owner will receive a definitive certificate representing such Certificate Owner’s 's interest in the Investor Book-Entry Certificates, except as provided in Section 6.123.09(c). Unless and until definitive, fully registered Investor Definitive Certificates (“Definitive Certificates”) have been issued to the applicable Certificate Owners of Book-Entry Certificates pursuant to Section 6.12 or as otherwise specified in any such Supplement:3.09(c):
(ai) the provisions of this Section 3.09(a) shall be in full force and effect;
(bii) the SellersDepositor, the Servicer Master Servicer, the Paying Agent, the Registrar and the Trustee may deal with the Clearing Agency and the Clearing Agency Participants for all purposes (including the making of distributionsdistributions on the Book-Entry Certificates) as the authorized representatives of the respective Certificate OwnersOwners and the Clearing Agency shall be responsible for crediting the amount of such distributions to the accounts of such Persons entitled thereto, in accordance with the Clearing Agency's normal procedures;
(ciii) to the extent that the provisions of this Section 3.09 conflict with any other provisions of this Agreement, the provisions of this Section 3.09 shall control; and
(div) the rights of the respective Certificate Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants 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. Pursuant to the Depository Agreement, unless Unless and until Definitive Certificates are issued pursuant to Section 6.123.09(c), the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal of and interest on the related Investor Book-Entry Certificates to such Clearing Agency Participants. For purposes of any provision of .
(b) Whenever notice or other communication to the Certificateholders is required under this Agreement requiring or permitting actions with Agreement, unless and until Definitive Certificates shall have been issued to Certificate Owners pursuant to Section 3.09(c), the consent of, or at the direction of, Investor Certificateholders evidencing a Trustee shall give all such notices and communications specified percentage herein to be given to Holders of the aggregate unpaid principal amount of Investor Book-Entry Certificates to the Clearing Agency.
(c) If (i) (A) the Depositor advises the Trustee in writing that the Clearing Agency is no longer willing or able to discharge properly its responsibilities with respect to the Book-Entry Certificates, such direction and (B) the Trustee or consent may be given by Certificate Owners the Depositor is unable to locate a qualified successor, (acting ii) the Depositor, at its option, advises the Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or (iii) after the occurrence of an Event of Default, Certificate Owners representing beneficial interests aggregating not less than 50% of the Class Principal Amount of a Class of Book-Entry Certificates identified as such to the Trustee by an Officer's Certificate from the Clearing Agency advise the Trustee and the Clearing Agency Participants) owning Investor through the Clearing Agency Participants in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of the Certificate Owners of a Class of Book-Entry Certificates, the Trustee shall notify or cause the Certificate Registrar to notify the Clearing Agency to effect notification to all Certificate Owners, through the Clearing Agency, of the occurrence of any such event and of the availability of Definitive Certificates evidencing to Certificate Owners requesting the requisite percentage same. Upon surrender to the Trustee of principal amount the Book-Entry Certificates by the Clearing Agency, accompanied by registration instructions from the Clearing Agency for registration, the Trustee shall issue the Definitive Certificates. Neither the Depositor nor the Trustee shall be liable for any delay in delivery of Investor Certificatessuch instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates all references herein to obligations imposed upon or to be performed by the Clearing Agency shall be deemed to be imposed upon and performed by the Trustee, to the extent applicable, with respect to such Definitive Certificates and the Trustee shall recognize the holders of the Definitive Certificates as Certificateholders hereunder.
Appears in 2 contracts
Sources: Trust Agreement (Structured Asset Securities Corp Mo Pa Th Ce Se 2000-Bc2), Trust Agreement (Amortizing Resi Collateral Tr Mor Pas Thru Cert Ser 2000-Bc3)
Book-Entry Certificates. Unless otherwise specified in The Regular Certificates (other than the related Supplement for any Series or ClassClass CE, the Investor Class M-9 and Class P Certificates), upon original issuance, shall be issued in the form of one or more typewritten Investor Certificates representing the Book-Entry Certificates, to be delivered to the Clearing Agency, by, Depository by or on behalf of, of the SellersDepositor. The Investor Such Certificates shall initially be registered on the Certificate Register in the name of the Clearing Agency Depository or its nominee, and no Certificate Owner of such Certificates will receive a definitive certificate representing such Certificate Owner’s interest in the Investor such Certificates, except as provided in Section 6.126.08. Unless and until definitive, fully registered Investor Certificates (“Definitive Certificates”) have been issued to the applicable Certificate Owners of such Certificates pursuant to Section 6.12 or as otherwise specified in any such Supplement6.08:
(a) the provisions of this Section shall be in full force and effect;
(b) the Sellers, the Servicer Depositor and the Trustee may deal with the Clearing Agency Depository and the Clearing Agency Depository Participants for all purposes (including the making of distributions) as the authorized representatives representative of the respective Certificate OwnersOwners of such Certificates;
(c) registration of the Book-Entry Certificates may not be transferred by the 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 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; and
(d) the rights of the respective Certificate Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants 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. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.12, the Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the related Investor Certificates to such Clearing Agency Participants. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Investor Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount of Investor any Class of Certificates, such direction or consent may be given by Certificate Owners (acting through the Clearing Agency Depository and the Clearing Agency Depository Participants) owning Investor Book-Entry Certificates evidencing the requisite percentage of principal amount of Investor 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 LLC Trust 2006-Ec1), Pooling and Servicing Agreement (Bear Stearns Asset Backed Securities I LLC Trust 2006-Ec1)
Book-Entry Certificates. Unless otherwise specified in the related Supplement for any Series or Class, the Investor Certificates, upon original issuance, shall be issued in the form of one or more typewritten Investor Certificates representing the Book-Entry Certificates, to be delivered to the Clearing Agency, by, or on behalf of, the SellersDepositor. The Investor Certificates shall initially be registered on the Certificate Register in the name of the Clearing Agency or its nominee, and no Certificate Owner will receive a definitive certificate representing such Certificate Owner’s 's interest in the Investor Certificates, except as provided in Section 6.12. Unless and until definitive, fully registered Investor Certificates (“"Definitive Certificates”") have been issued to the applicable Certificate Owners pursuant to Section 6.12 or as otherwise specified in any such Supplement:
(a) the provisions of this Section shall be in full force and effect;
(b) the SellersDepositor, the Servicer and the Trustee may deal with the Clearing Agency and the Clearing Agency Participants for all purposes (including the making of distributions) as the authorized representatives of the respective Certificate Owners;
(c) to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control; and
(d) the rights of the respective Certificate Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency and/or the Clearing Cleaning Agency Participants. Pursuant to the Depository Depositary Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.12, the Clearing Agency will make book-entry transfers among transfers, the Clearing Agency Participants and receive and transmit distributions of principal and interest on the related Investor Certificates to such Clearing Agency Participants. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Investor Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount of Investor Certificates, such direction or consent may be given by Certificate Owners (acting through the Clearing Agency and the Clearing Agency Participants) owning Investor Certificates evidencing the requisite percentage of principal amount of Investor Certificates.
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (Asset Backed Securities Corp), Pooling and Servicing Agreement (Ace Securities Corp)
Book-Entry Certificates. Unless otherwise specified in the related Supplement for any Series or Class, the Investor Certificates, upon original issuance, shall be issued in the form of one or more typewritten Investor Certificates representing the Book-Entry Certificates, to be delivered to the Clearing Agency, by, or on behalf of, the SellersTransferors. The Investor Certificates shall initially be registered on the Certificate Register in the name of the Clearing Agency or its nominee, and no Certificate Owner will receive a definitive certificate representing such Certificate Owner’s 's interest in the Investor Certificatescertificates, except as provided in Section 6.12. Unless and until definitive, fully registered Investor Certificates (“"Definitive Certificates”") have been issued to the applicable Certificate Owners owners pursuant to Section 6.12 or as otherwise specified in any such Supplement:
(a) the provisions of this Section shall be in full force and effect;
(b) the SellersTransferors, the Servicer and the Trustee may deal with the Clearing Agency and the Clearing Agency Participants for all purposes (including the making of distributions) as the authorized representatives of the respective Certificate Owners;
(c) to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control; and
(d) the rights of the respective Certificate Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants 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. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.12, the Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the related Investor Certificates to such Clearing Agency Participants. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Investor Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount of Investor Certificates, such direction or consent may be given by Certificate Owners (acting through the Clearing Agency and the Clearing Agency Participants) owning Investor Certificates evidencing the requisite percentage of principal amount of Investor Certificates.
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (Providian Master Trust), Pooling and Servicing Agreement (Providian Master Trust)
Book-Entry Certificates. Unless otherwise specified in the related Supplement for any Series or Class, the Investor The Class A Certificates, upon original issuance, shall will be issued in the form of one or more typewritten Investor Certificates representing the Book-Entry Certificates, to be delivered to the Depository Trust Company, the initial Clearing Agency, by, Agency by or on behalf of, of the SellersTrust. The Investor Class A Certificates shall initially be registered initially on the Certificate Register in the name of Cede & Co. the nominee of the initial Clearing Agency or its nomineeAgency, and no Certificate Owner will receive a definitive certificate representing such Certificate Owner’s 's interest in the Investor Certificates, except as provided in Section 6.126.10. Unless and until definitive, fully registered Investor Certificates (“the "Definitive Certificates”") have been issued to the applicable such Certificate Owners pursuant to Section 6.12 or as otherwise specified in any such Supplement:6.10.
(a) the provisions of this Section shall be in full force and effect;
(b) the SellersCompany, the Servicer Servicer, the Certificate Registrar and the Trustee may deal with the Clearing Agency and the Clearing Agency Participants for all purposes (including the making of distributionsdistributions on the Class A Certificates) as the authorized representatives sole Holder of such Certificates and shall have no obligation to the respective related Certificate Owners;
(c) to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control; and;
(d) the rights of the respective such Certificate Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants 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. Pursuant Participants pursuant to the Depository Agreement, unless . Unless and until Definitive Certificates are issued pursuant to Section 6.126.10, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the related Investor Class A Certificates to such Clearing Agency Participants. For purposes of any provision of ; 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, Investor Certificateholders directions of Holders of Class A Certificates evidencing a specified percentage of the aggregate unpaid principal amount of Investor CertificatesClass A Certificate Balance, such direction or consent may be given by Certificate Owners (acting through the Clearing Agency and 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) Participants owning Investor Certificates evidencing the requisite or representing, respectively, such required percentage of principal amount of Investor Certificatesthe beneficial interest in the Class A Certificates and has delivered such instructions to the Trustee.
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (Goldman Sachs Asset Backed Securities Corp), Pooling and Servicing Agreement (Gs Mortgage Securities Corp)
Book-Entry Certificates. Unless otherwise specified in the related Supplement for any Series or Class, the Investor Certificates, The Class A Certificates upon original issuance, shall be issued in the form of one or more typewritten Investor Certificates representing the Book-Entry Certificates, to be delivered to The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the SellersDepositor, except for the residual amount Certificates described in Section 11.01. The Investor Class A Certificates shall initially be registered on the Certificate Register in the name of CEDE & Co., the nominee of the Clearing Agency or its nomineeAgency, and no Certificate Owner will receive a definitive certificate Certificate representing such Certificate Owner’s 's interest in the Investor Certificates, except as provided in Section 6.1211.10. Unless and until definitive, fully registered Investor Certificates (“"Definitive Certificates”") have been issued to the applicable Certificate Owners pursuant to Section 6.12 or as otherwise specified in any such Supplement11.10:
(ai) the provisions of this Section 11.08 shall be in full force and effect;
(bii) the SellersDepositor, the Servicer and the Trustee may deal with the Clearing Agency and the Clearing Agency Participants for all purposes (including the making of distributionsdistributions on the Certificates) as the authorized representatives of the respective Certificate Owners (requests and directions from, and votes of, such representatives shall not be considered inconsistent if they are made with respect to different Certificate Owners);
(ciii) to the extent that the provisions of this Section 11.08 conflict with any other provisions of this Agreement, the provisions of this Section 11.08 shall control; and
(div) the rights of the respective Certificate Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants 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. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.1211.10, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the related Investor Certificates to such Clearing Agency Participants. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Investor Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount of Investor Certificates, such direction or consent may be given by Certificate Owners (acting through the Clearing Agency and the Clearing Agency Participants) owning Investor Certificates evidencing the requisite percentage of principal amount of Investor Certificates.
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (Uacsc 1998-D Auto Trust), Pooling and Servicing Agreement (Uacsc 1998-C Auto Trust)
Book-Entry Certificates. Unless otherwise specified in The Regular Certificates (other than the related Supplement for any Series or ClassClass M-7, the Investor Class M-8, Class CE and Class P Certificates), upon original issuance, shall be issued in the form of one or more typewritten Investor Certificates representing the Book-Entry Certificates, to be delivered to the Clearing Agency, by, Depository by or on behalf of, of the SellersDepositor. The Investor Such Certificates shall initially be registered on the Certificate Register in the name of the Clearing Agency Depository or its nominee, and no Certificate Owner of such Certificates will receive a definitive certificate representing such Certificate Owner’s 's interest in the Investor such Certificates, except as provided in Section 6.126.08. Unless and until definitive, fully registered Investor Certificates (“"Definitive Certificates”") have been issued to the applicable Certificate Owners of such Certificates pursuant to Section 6.12 or as otherwise specified in any such Supplement6.08:
(a) the provisions of this Section shall be in full force and effect;
(b) the Sellers, the Servicer Depositor and the Trustee may deal with the Clearing Agency Depository and the Clearing Agency Depository Participants for all purposes (including the making of distributions) as the authorized representatives representative of the respective Certificate OwnersOwners of such Certificates;
(c) registration of the Book-Entry Certificates may not be transferred by the 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 146 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 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; and
(d) the rights of the respective Certificate Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants 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. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.12, the Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the related Investor Certificates to such Clearing Agency Participants. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Investor Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount of Investor any Class of Certificates, such direction or consent may be given by Certificate Owners (acting through the Clearing Agency Depository and the Clearing Agency Depository Participants) owning Investor Book-Entry Certificates evidencing the requisite percentage of principal amount of Investor 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-He3), Pooling and Servicing Agreement (Bear Stearns Asset Backed Securities I Trust 2005-He3)
Book-Entry Certificates. Unless otherwise specified in the related Supplement for any Series or Class, the Investor The Certificates, upon original issuance, shall will be issued in the form of one a typewritten Certificate or more typewritten Investor Certificates representing the Book-Entry Certificates, to be delivered to The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the SellersTrust; provided, however, that one Definitive Certificate (the Residual Interest Instrument constituting one of the FRH Certificates) may be issued to the Company pursuant to Section 3.10. The Investor Such Certificate or Certificates shall initially be registered on the Certificate Register in the name of Cede & Co., the nominee of the initial Clearing Agency or its nomineeAgency, and no Certificate Owner will receive a definitive certificate Certificate representing such Certificate Owner’s Owners' interest in the Investor Certificatessuch Certificate, except as provided in this Section 6.123.11 and in Section 3.13. Unless and until definitiveDefinitive Certificates, fully registered Investor Certificates (“Definitive Certificates”) registered, have been issued to the applicable Certificate Owners pursuant to Section 6.12 or as otherwise specified in any such Supplement3.13:
(ai) the provisions of this Section shall be in full force and effect;
(bii) the Sellers, the Servicer Certificate Registrar and the Owner Trustee may shall be entitled to deal with the Clearing Agency and the Clearing Agency Participants for all purposes of this Agreement (including the making payment of distributionsprincipal of and interest on the Certificates and the giving of instructions or directions hereunder) as the authorized representatives sole Holder of the respective Certificates and shall have no obligation to the Certificate Owners;
; (ciii) to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control; and
(div) the rights of the respective Certificate Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants 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. Pursuant to the Certificate Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.123.13, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions payments of principal of and interest on the related Investor Certificates to such Clearing Agency Participants. For purposes of any provision of ; 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, Investor Certificateholders directions of Holders of Certificates evidencing a specified percentage of the aggregate unpaid principal amount of Investor CertificatesCertificate Principal Balance, such direction or consent may be given by Certificate Owners (acting through the Clearing Agency and 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) Participants owning Investor Certificates evidencing the requisite or representing, respectively, such required percentage of principal amount of Investor Certificatesthe beneficial interest in the Certificates and has delivered such instructions to the Owner Trustee.
Appears in 2 contracts
Sources: Trust Agreement (Firstplus Investment Corp), Trust Agreement (Firstplus Investment Corp)
Book-Entry Certificates. Unless otherwise specified in the related Supplement for any Series or Class, the Investor The Class A Certificates, upon original issuance, shall will be issued in the form of one or more typewritten Investor Certificates representing the Book-Entry Certificates, to be delivered to the Depository Trust Company, the initial Clearing Agency, by, Agency by or on behalf of, of the SellersTrust. The Investor Class A Certificates shall initially be registered initially on the Certificate Register in the name of Cede & Co. the nominee of the initial Clearing Agency or its nomineeAgency, and no Certificate Owner will receive a definitive certificate representing such Certificate Owner’s 's interest in the Investor Certificates, except as provided in Section 6.126.10. Unless and until definitive, fully registered Investor Certificates (“the "Definitive Certificates”") have been issued to the applicable such Certificate Owners pursuant to Section 6.12 or as otherwise specified in any such Supplement:6.10
(a) the provisions of this Section shall be in full force and effect;
(b) the SellersCompany, the Servicer Servicer, the Certificate Registrar and the Trustee may deal with the Clearing Agency and the Clearing Agency Participants for all purposes (including the making of distributionsdistributions on the Class A Certificates) as the authorized representatives sole Holder of such Certificates and shall have no obligation to the respective related Certificate Owners;
(c) to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control; and;
(d) the rights of the respective such Certificate Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants 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. Pursuant Participants pursuant to the Depository Agreement, unless . Unless and until Definitive Certificates are issued pursuant to Section 6.126.10, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the related Investor Class A Certificates to such Clearing Agency Participants. For purposes of any provision of ; 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, Investor Certificateholders directions of Holders of Class A Certificates evidencing a specified percentage of the aggregate unpaid principal amount of Investor CertificatesClass A Certificate Balance, such direction or consent may be given by Certificate Owners (acting through the Clearing Agency and 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) Participants owning Investor Certificates evidencing the requisite or representing, respectively, such required percentage of principal amount of Investor Certificatesthe beneficial interest in the Class A Certificates and has delivered such instructions to the Trustee.
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (Gs Mortgage Securities Corp), Pooling and Servicing Agreement (Goldman Sachs Asset Backed Securities Corp)
Book-Entry Certificates. Unless otherwise specified in the related Supplement for any Series or Class, the Investor The Class A Certificates, upon original issuance, shall will be issued in the form of one or more typewritten Investor Certificates representing the Book-Entry Certificates, to be delivered to The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the SellersSeller. The Investor Class A Certificates delivered to The Depository Trust Company shall initially be registered on the Certificate Register in the name of CEDE & Co., the nominee of the initial Clearing Agency or its nomineeAgency, and no Certificate Owner will receive a definitive certificate representing such Certificate Owner’s 's interest in the Investor Class A Certificates, except as provided in Section 6.126.10. Unless and until definitive, fully registered Investor Class A Certificates (“the "Definitive Certificates”") have been issued to the applicable Certificate Owners pursuant to Section 6.12 or as otherwise specified in any such Supplement6.10:
(ai) the provisions of this Section 6.8 shall be in full force and effect;
(bii) the SellersSeller, the Servicer Servicer, the Certificate Registrar, and the Trustee may deal with the Clearing Agency and the Clearing Agency Participants for all purposes (including the making of distributionsdistributions on the Class A Certificates) as the authorized representatives representative of the respective Certificate Owners;
(ciii) to the extent that the provisions of this Section 6.8 conflict with any other provisions of this Agreement, the provisions of this Section 6.8 shall control; and;
(div) the rights of the respective Certificate Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants 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. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.126.10, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the related Investor Class A Certificates to such Clearing Agency Participants. For purposes of any provision of ; 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, Investor Certificateholders directions of Holders of Certificates evidencing a specified percentage of the aggregate unpaid principal amount of Investor CertificatesClass A Principal Balance, such direction or consent may be given by Certificate Owners (acting through the Clearing Agency and 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) Participants owning Investor Certificates evidencing the requisite or representing, respectively, such required percentage of principal amount of Investor Certificatesthe beneficial interest in Class A Certificates and has delivered such instructions to the Trustee.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Consumer Portfolio Services Inc)
Book-Entry Certificates. Unless otherwise specified in Except for the related Supplement for any Series or ClassDefinitive Certificates issued pursuant to this Agreement, CARAT 200_-__ the Investor Certificates, upon original issuance, shall be issued in the form of one a printed CARAT 200_-__ Certificate or more typewritten Investor CARAT 200_-__ Certificates representing the Book-Entry Certificates, to be delivered to The Depository Trust Company, the initial Clearing Agency, by, by or on behalf of, of the SellersCARAT Trust. The Investor Book-Entry Certificates shall be issued in the form of Exhibit A-2. Such CARAT 200_-__ Certificate or CARAT 200_-__ Certificates shall initially be registered on the Certificate Register in the name of Cede & Co., the nominee of the initial Clearing Agency or its nominee, and no CARAT 200_-__ Certificate Owner will other than the Seller shall receive a definitive certificate CARAT 200_-__ Certificate representing such CARAT 200_-__ Certificate Owner’s 's interest in the Investor Certificatessuch CARAT 200_-__ Certificate, except as provided in Section 6.123.13. Unless and until definitive, fully registered Investor Definitive Certificates (“Definitive Certificates”) shall have been issued to the applicable CARAT 200_-__ Certificate Owners pursuant to Section 6.12 or as otherwise specified in any such Supplement3.13:
(a) the provisions of this Section 3.11 shall be in full force and effect;
(b) the Sellers, the Servicer Certificate Registrar and the CARAT Owner Trustee may shall be entitled to deal with the Clearing Agency and the Clearing Agency Participants for all purposes of this Agreement (including the making payment of distributionsprincipal of and interest on the Certificates and the giving of instructions or directions hereunder) as the authorized representatives sole Holder of the respective CARAT 200_-__ Certificate, and shall have no obligation to the CARAT 200_-__ Certificate Owners;
(c) to the extent that the provisions of this Section 3.11 conflict with any other provisions of this Agreement, the provisions of this Section 3.11 shall control; and;
(d) the rights of the respective CARAT 200_-__ Certificate Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants and shall be limited to those established by law and agreements between such CARAT 200_-__ Certificate Owners and the Clearing Agency and/or the Clearing Agency Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.123.13, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions payments of principal of and interest on the related Investor CARAT 200_-__ Certificates to such Clearing Agency Participants. For purposes of any provision of ;
(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, Investor Certificateholders directions of Holders of CARAT 200_-__ Certificates evidencing a specified percentage of the aggregate unpaid principal amount of Investor CertificatesVoting Interests, such direction or consent may be given by Certificate Owners (acting through the Clearing Agency and shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from CARAT 200_-__ Certificate Owners and/or Clearing Agency Participants) Participants owning Investor Certificates evidencing the requisite or representing, respectively, such required percentage of principal amount Voting Interests and has delivered such instructions to the CARAT Owner Trustee; provided, however, that the provisions of Investor Certificatesthis Section 3.11 shall not be applicable in respect of CARAT 200_-__ Certificates issued to the Seller. The Seller or the CARAT Owner Trustee may set a record date for the purpose of determining the identity of Holders of CARAT 200_-__ Certificates entitled to vote or to consent to any action by vote as provided in this Agreement.
Appears in 1 contract
Book-Entry Certificates. Unless otherwise specified in the related Supplement for any Series or Class, the Investor The Certificates, upon original ----------------------- issuance, shall be issued in the form of one or more typewritten Investor Certificates for each Class representing the Book-Entry Certificates, to be delivered to DTC, the initial Clearing Agency, by, or on behalf of, the SellersTrust. The Investor Certificates shall initially be registered on the Certificate Register in the name of Cede & Co., the nominee of the initial Clearing Agency or its nomineeAgency, and no Certificate Owner Certificateholder will receive a definitive certificate Definitive Certificate (as defined below) representing such Certificate Owner’s Certificateholder's interest in the Investor Certificates, except as provided in Section 6.124.10. Unless and until definitive, fully registered Investor Certificates (“"Definitive Certificates”") have been issued to the applicable Certificate Owners Certificateholder pursuant to Section 6.12 or as otherwise specified in any such Supplement4.10.:
(a) the provisions of this Section shall be in full force and effect;
(b) the Sellers, the Servicer Depositor and the Trustee may deal with the Clearing Agency and the Clearing Agency Participants Participant for all purposes (including the making of distributionsdistributions in respect of the Certificates) as the authorized representatives of the respective Certificate OwnersCertificateholders;
(c) to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control; and;
(d) the rights of the respective Certificate Owners Certificateholders shall be exercised only through the Clearing Agency and the Clearing Agency Participants participants and shall be limited to those established by law and agreements between such Certificate Owners Certificateholders and the Clearing Agency and/or the Clearing Agency Participants. Pursuant Participants pursuant to the Depository Agreement, unless . Unless and until Definitive Certificates are issued pursuant to Section 6.124.10, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal principle and interest and any other amounts on the related Investor Certificates to such Clearing Agency Participants. For purposes of any provision of ; and
(e) whenever this Agreement requiring agreement requires or permitting permits actions to be taken with the consent of, or at the direction of, Investor Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount or notional amount, as the case may be, of Investor CertificatesOutstanding Certificates of any Class, such direction or consent may be given by Certificate Owners (acting through the Clearing Agency and shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Certificateholders and/or Clearing Agency Participants) Participants owning Investor Certificates evidencing the requisite or representing, respectively, such required percentage of the beneficial interest in the principal amount or notional amount, as the case may be, of Investor Certificatesthe applicable Class of Certificates and has delivered instructions to the Trustee.
Appears in 1 contract
Book-Entry Certificates. Unless otherwise specified in the related Supplement for any Series or Class, the Investor The Certificates, upon original issuanceissuance (except for the Residual Certificate), shall will be issued in the form of one or more typewritten Investor Certificates representing the Book-Entry Certificates, to be delivered to The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the SellersSeller. The Investor Certificates delivered to the Depository Trust Company shall initially be registered on the Certificate Register in the name of CEDE & Co., the nominee of the initial Clearing Agency or its nomineeAgency, and no Certificate Owner will receive a definitive certificate representing such Certificate Owner’s 's interest in the Investor Certificates, except as provided in Section 6.126.10. Unless and until definitive, fully registered Investor Certificates (“the "Definitive Certificates”") have been issued to the applicable Certificate Owners pursuant to Section 6.12 or as otherwise specified in any such Supplement:6.10;
(ai) the provisions of this Section 6.8 shall be in full force and effect;
(bii) the SellersSeller, the Servicer Servicer, the Certificate Registrar, and the Trustee may deal with the Clearing Agency and the Clearing Agency Participants for all purposes (including the making of distributionsdistributions on the Certificates) as the authorized representatives representative of the respective Certificate Owners;
(ciii) to the extent that the provisions of this Section 6.8 conflict with any other provisions of this Agreement, the provisions of this Section 6.8 shall control; and;
(div) the rights of the respective Certificate Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants 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. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.126.10, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the related Investor Certificates to such Clearing Agency Participants. For purposes of any provision of ; 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, Investor Certificateholders directions of Holders of Certificates evidencing a specified percentage of the aggregate unpaid principal amount of Investor CertificatesClass A Principal Balance or Class B Principal Balance, such direction or consent as the case may be given by Certificate Owners (acting through be, the Clearing Agency and 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) Participants owning Investor Certificates evidencing the requisite or representing, respectively, such required percentage of principal amount the beneficial interest in Certificates and has delivered such instructions to the Trustee.
(vi) each such Certificate registered in the name of Investor Certificatesthe Depository's nominee and shall bear the following legend: "Unless this Certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC"), to the Trustee or its agent 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."
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Consumer Portfolio Services Inc)
Book-Entry Certificates. Unless otherwise specified provided in the ----------------------- any related Supplement for any Series or ClassSupplement, the Investor Certificates, upon original issuance, shall will be issued in the form of one or more the requisite number of typewritten Investor Certificates representing the Book-Entry Certificates, to be delivered to The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the SellersSeller. The Investor Certificates shall initially be registered on the Certificate Register in the name of CEDE & Co., the nominee of the Clearing Agency or its nomineeAgency, and no Certificate Owner will receive a definitive certificate representing such Certificate Owner’s 's interest in the Investor Certificates, except as provided in Section 6.126.13 of the Agreement. Unless and until definitive, fully registered Investor Certificates (“the "Definitive Certificates”") have been issued to the applicable Certificate Owners pursuant to Section 6.12 or as otherwise specified in any such Supplement6.13 of the Agreement:
(ai) the provisions provision of this Section 6.11 shall be in full force and effect;
(bii) the SellersSeller, the Servicer Servicer, the Paying Agent, the Transfer Agent and Registrar and the Trustee may deal with the Clearing Agency and the Clearing Agency Participants for all purposes (including the making of distributionsdistributions on the Investor Certificates) as the authorized representatives of the respective Certificate Owners;
(ciii) to the extent that the provisions of this Section 6.11 conflict with any other provisions of this Agreement, the provisions of this Section 6.11 shall control; and;
(div) the rights of the respective Certificate Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants 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. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.126.13 of the Agreement, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the related Investor Certificates to such Clearing Agency Participants. For purposes of any provision of ; 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, Investor Certificateholders evidencing directions of a specified percentage of the aggregate unpaid principal amount Invested Amount of Investor Certificatesany or all Series of Certificates outstanding, such direction or consent may be given by Certificate Owners (acting through the Clearing Agency and 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) Participants owning Investor Certificates evidencing the requisite or representing, respectively, such required percentage of principal amount of the beneficial interest in Investor Certificates.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (First Chicago Master Trust Ii)
Book-Entry Certificates. Unless otherwise specified in ----------------------- the related Supplement for any Series or Class, the Investor Certificates, upon original issuance, shall be issued in the form of one or more typewritten Investor Certificates representing the Book-Entry Certificates, to be delivered to the Clearing AgencyDepository, by, or on behalf of, the SellersSeller. The Investor Certificates shall initially be registered on the Certificate Register in the name of the Clearing Agency Depository or its nominee, and no Certificate Owner will receive a definitive certificate representing such Certificate Owner’s 's interest in the Investor Certificates, except as provided in Section 6.126.10. Unless and until definitive, fully registered Investor Certificates (“"Definitive Certificates”") have been ----------------------- issued to the applicable Certificate Owners pursuant to Section 6.12 6.10 or as otherwise specified in any such Supplement:
(a) the provisions of this Section shall be in full force and effect;
(b) the SellersSeller, the Servicer and the Trustee may deal with the Clearing Agency Depository and the Clearing Agency Depository Participants for all purposes (including the making of distributions) as the authorized representatives of the respective Certificate Owners;
(c) to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control; and
(d) the rights of the respective Certificate Owners shall be exercised only through the Clearing Agency Depository and the Clearing Agency Depository Participants and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency Depository and/or the Clearing Agency Depository Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.126.10, the Clearing Agency Depository will make book-entry transfers among the Clearing Agency Depository Participants and receive and transmit distributions of principal and interest on the related Investor Certificates to such Clearing Agency Depository Participants. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Investor Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount of Investor Certificates, such direction or consent may be given by Certificate Owners (acting through the Clearing Agency Depository and the Clearing Agency Depository Participants) owning Investor Certificates evidencing the requisite percentage of principal amount of Investor Certificates.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Deutsche Floorplan Receivables L P)
Book-Entry Certificates. Unless otherwise specified in ----------------------- the related Supplement for any Series or Class, the Investor Certificates, upon original issuance, shall be issued in the form of one or more typewritten Investor Certificates representing the Book-Entry Certificates, to be delivered to the Clearing Agency, by, or on behalf of, the SellersDepositor. The Investor Certificates shall initially be registered on the Certificate Register in the name of the Clearing Agency or its nominee, and no Certificate Owner will receive a definitive certificate representing such Certificate Owner’s 's interest in the Investor Certificates, except as provided in Section 6.12. Unless and until definitive, fully registered Investor Certificates (“"Definitive Certificates”") have been issued to the applicable Certificate Owners pursuant to Section 6.12 or as otherwise specified in any such Supplement:
(a) the provisions of this Section shall be in full force and effect;
(b) the SellersDepositor, the Servicer and the Trustee may deal with the Clearing Agency and the Clearing Agency Participants for all purposes (including the making of distributions) as the authorized representatives of the respective Certificate Owners;
(c) to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control; and
(d) the rights of the respective Certificate Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency and/or the Clearing Cleaning Agency Participants. Pursuant to the Depository Depositary Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.12, the Clearing Agency will make book-entry transfers among transfers, the Clearing Agency Participants and receive and transmit distributions of principal and interest on the related Investor Certificates to such Clearing Agency Participants. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Investor Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount of Investor Certificates, such direction or consent may be given by Certificate Owners (acting through the Clearing Agency and the Clearing Agency Participants) owning Investor Certificates evidencing the requisite percentage of principal amount of Investor Certificates.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Asset Backed Securities Corp)
Book-Entry Certificates. Unless otherwise specified provided in the ----------------------- any related Supplement for any Series or ClassSupplement, the Investor Certificates, upon original issuance, shall will be issued in the form of one or more the requisite number of typewritten Investor Certificates representing the Book-Entry Certificates, to be delivered to The Depository Trust Company, which shall be the initial Clearing Agency, by, or on behalf of, the SellersTransferor. The Investor Certificates shall initially be registered on the Certificate Register in the name of CEDE & Co., the nominee of the initial Clearing Agency or its nomineeAgency, and no Certificate Owner will receive a definitive certificate representing such Certificate Owner’s 's interest in the Investor Certificates, except as provided in Section 6.126.13. Unless and until definitive, fully registered Investor Certificates (“the "Definitive Certificates”") have been issued to the applicable Certificate Owners pursuant to Section 6.12 or as otherwise specified in any such Supplement6.13:
(ai) the provisions provision of this Section 6.11 shall be in full force and effect;
(bii) the SellersTransferor, the Servicer Servicer, the Paying Agent, the Transfer Agent and Registrar and the Trustee may deal with the Clearing Agency and the Clearing Agency Participants for all purposes (including the making of distributionsdistributions on the Investor Certificates) as the authorized representatives of the respective Certificate Owners, and, absent gross negligence or willful misconduct on its part, the Transferor, the Servicer, the Paying Agent, the Transfer Agent and Registrar and the Trustee shall have no responsibility or liability for any aspect of the records pertaining to, or the making of any distribution to, the Clearing Agency Participants or the Certificate Owners;
(ciii) to the extent that the provisions of this Section 6.11 conflict with any other provisions of this Agreement, the provisions of this Section 6.11 shall control; and;
(div) the rights of the respective Certificate Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants 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. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.126.13, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the related Investor Certificates to such Clearing Agency Participants. For purposes of any provision of ; 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, Investor Certificateholders evidencing directions of a specified percentage of the aggregate unpaid principal amount Invested Amount of Investor Certificatesany or all Series of Certificates outstanding, such direction or consent may be given by Certificate Owners (acting through the Clearing Agency and 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) Participants owning Investor Certificates evidencing the requisite or representing, respectively, such required percentage of principal amount of the beneficial interest in Investor Certificates.
Appears in 1 contract
Sources: Master Pooling and Servicing Agreement (Fnanb Credit Card Master Trust)
Book-Entry Certificates. Unless otherwise specified in The Regular Certificates (other than the related Supplement for any Series or ClassClass M-7A, the Investor Class M-7B, Class CE and Class P Certificates), upon original issuance, shall be issued in the form of one or more typewritten Investor Certificates representing the Book-Entry Certificates, to be delivered to the Clearing Agency, by, Depository by or on behalf of, of the SellersDepositor. The Investor Such Certificates shall initially be registered on the Certificate Register in the name of the Clearing Agency Depository or its nominee, and no Certificate Owner of such Certificates will receive a definitive certificate representing such Certificate Owner’s 's interest in the Investor such Certificates, except as provided in Section 6.126.08. Unless and until definitive, fully registered Investor Certificates (“"Definitive Certificates”") have been issued to the applicable Certificate Owners of such Certificates pursuant to Section 6.12 or as otherwise specified in any such Supplement6.08:
(a) the provisions of this Section shall be in full force and effect;
(b) the Sellers, the Servicer Depositor and the Trustee may deal with the Clearing Agency Depository and the Clearing Agency Depository Participants for all purposes (including the making of distributions) as the authorized representatives representative of the respective Certificate OwnersOwners of such Certificates;
(c) registration of the Book-Entry Certificates may not be transferred by the 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 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; and
(d) the rights of the respective Certificate Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants 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. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.12, the Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the related Investor Certificates to such Clearing Agency Participants. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Investor Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount of Investor any Class of Certificates, such direction or consent may be given by Certificate Owners (acting through the Clearing Agency Depository and the Clearing Agency Depository Participants) owning Investor Book-Entry Certificates evidencing the requisite percentage of principal amount of Investor such Class of Certificates.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Bear Stearns Asset Backed Securities I Trust 2004-He6)
Book-Entry Certificates. Unless otherwise specified in the related Supplement for any Series or Class, the Investor Certificates, upon original issuance, shall be issued in the form of one or more typewritten master Investor Certificates representing the Book-Entry Certificates, to be delivered to the Clearing Agency, by, or on behalf of, the SellersTransferors. The Investor Certificates shall initially be registered on the Certificate Register in the name of the Clearing Agency or its nominee, and no Certificate Owner will receive a definitive certificate representing such Certificate Owner’s interest in the Investor Certificates, except as provided in Section 6.12. Unless and until definitive, fully registered Investor Certificates (“Definitive Certificates”) have been issued to the applicable Certificate Owners pursuant to Section 6.12 or as otherwise specified in any such Supplement:
(a) the provisions of this Section shall be in full force and effect;
(b) the SellersTransferors, the Servicer and the Trustee may deal with the Clearing Agency and the Clearing Agency Participants for all purposes (including the making of distributions) as the authorized representatives of the respective Certificate Owners;
(c) to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control; and
(d) the rights of the respective Certificate Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants 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. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.12, the Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the related Investor Certificates to such Clearing Agency Participants. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Investor Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount of Investor Certificates, such direction or consent may be given by Certificate Owners (acting through the Clearing Agency and the Clearing Agency Participants) owning Investor Certificates evidencing the requisite percentage of principal amount of Investor Certificates.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (American Express Receivables Financing Corp Iv LLC)
Book-Entry Certificates. Unless otherwise specified in The Regular Certificates (other than the related Supplement for any Series or Class, the Investor Class B-4 Certificates and Class C Certificates), upon original issuance, shall be issued in the form of one or more typewritten Investor Certificates representing the Book-Entry Certificates, to be delivered to the Clearing Agency, by, Depository by or on behalf of, of the SellersDepositor. The Investor Such Certificates shall initially be registered on the Certificate Register in the name of the Clearing Agency Depository or its nominee, and no Certificate Owner of such Certificates will receive a definitive certificate representing such Certificate Owner’s interest in the Investor such Certificates, except as provided in Section 6.126.08. Unless and until definitive, fully registered Investor Certificates (“Definitive Certificates”) have been issued to the applicable Certificate Owners of such Certificates pursuant to Section 6.12 or as otherwise specified in any such Supplement6.08:
(a) the provisions of this Section shall be in full force and effect;
(b) the Sellers, the Servicer Depositor and the Trustee may deal with the Clearing Agency Depository and the Clearing Agency Depository Participants for all purposes (including the making of distributions) as the authorized representatives representative of the respective Certificate OwnersOwners of such Certificates;
(c) registration of the Book-Entry Certificates may not be transferred by the 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 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; and
(d) the rights of the respective Certificate Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants 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. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.12, the Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the related Investor Certificates to such Clearing Agency Participants. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Investor Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount of Investor any Class of Certificates, such direction or consent may be given by Certificate Owners (acting through the Clearing Agency Depository and the Clearing Agency Depository Participants) owning Investor Book-Entry Certificates evidencing the requisite percentage of principal amount of Investor 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 1 contract
Sources: Pooling and Servicing Agreement (Saco I Trust, 2005-Wm2)
Book-Entry Certificates. Unless otherwise specified in the related Supplement for any Series or Class, the Investor The Certificates, upon original issuance, shall will be issued in the form of one a typewritten Certificate or more typewritten Investor Certificates representing the Book-Entry Certificates, to be delivered to The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the SellersTrust; PROVIDED, HOWEVER, that Definitive Certificate may be issued to the Depositor pursuant to Section 3.12. The Investor Such Certificate or Certificates shall initially be registered on the Certificate Register in the name of Cede & Co., the nominee of the initial Clearing Agency or its nomineeAgency, and no Certificate Owner will receive a definitive certificate Definitive Certificate representing such Certificate Owner’s 's interest in the Investor Certificatessuch Certificate, except as provided in Section 6.123.12. Unless and until definitive, fully registered Investor Certificates (“the "Definitive Certificates”") have been issued to the applicable Certificate Owners pursuant to Section 6.12 or as otherwise specified in any such Supplement3.12:
(a) the provisions of this Section shall be in full force and effect;
(b) the SellersDepositor, the Servicer Servicer, the Administrator, Certificate Registrar and the Owner Trustee may shall be entitled to deal with the Clearing Agency and the Clearing Agency Participants for all purposes of this Agreement (including the making payment of distributionsprincipal of and interest on the Certificates and the giving of instructions or directions hereunder) as the authorized representatives representative of the respective Certificate Owners;
(c) to the extent that the provisions of this Section section conflict with any other provisions of this Agreement, the provisions of this Section shall control; and;
(d) the rights of the respective Certificate Owners shall be exercised only through the Clearing Agency and (or through procedures established by the Clearing Agency Participants Agency) and shall be limited to those established by law and the agreements between the Depositor, the Owner Trustee or such Certificate Owners and the Clearing Agency and/or the Clearing Agency Participants. Pursuant to the Depository Agreement, unless Unless and until Definitive Certificates are issued pursuant to Section 6.123.12, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions payments of principal of and interest on the related Investor Certificates to such Clearing Agency Participants. For purposes ; and
(e) whenever this Agreement requires or permits actions to be taken based upon instructions or directions of Holders of Certificates of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Investor Certificateholders Class evidencing a specified percentage of the aggregate unpaid principal amount Certificate Balance of Investor Certificatessuch Class, such direction or consent may be given by Certificate Owners (acting through the Clearing Agency and 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) Participants owning Investor Certificates evidencing the requisite or representing, respectively, such required percentage of principal amount of Investor Certificatesthe beneficial interest in the Certificates and has delivered such instructions to the Owner Trustee.
Appears in 1 contract
Book-Entry Certificates. Unless otherwise specified in The Regular Certificates (other than the related Supplement for any Series or Class, the Investor Class CE and Class P Certificates), upon original issuance, shall be issued in the form of one or more typewritten Investor Certificates representing the Book-Entry Certificates, to be delivered to the Clearing Agency, by, Depository by or on behalf of, of the SellersDepositor. The Investor Such Certificates shall initially be registered on the Certificate Register in the name of the Clearing Agency Depository or its nominee, and no Certificate Owner of such Certificates will receive a definitive certificate representing such Certificate Owner’s 's interest in the Investor such Certificates, except as provided in Section 6.126.08. Unless and until definitive, fully registered Investor Certificates (“"Definitive Certificates”") have been issued to the applicable Certificate Owners of such Certificates pursuant to Section 6.12 or as otherwise specified in any such Supplement6.08:
(a) the provisions of this Section shall be in full force and effect;
(b) the Sellers, the Servicer Depositor and the Trustee may deal with the Clearing Agency Depository and the Clearing Agency Depository Participants for all purposes (including the making of distributions) as the authorized representatives representative of the respective Certificate OwnersOwners of such Certificates;
(c) registration of the Book-Entry Certificates may not be transferred by the Trustee except to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control; andanother Depository;
(d) the rights of the respective Certificate Owners of such Certificates shall be exercised only through the Clearing Agency Depository and the Clearing Agency Depository Participants and shall be limited to those established by law and agreements between the Owners of such Certificate Owners Certificates and the Clearing Agency Depository and/or the Clearing Agency Depository Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.126.08, the Clearing Agency Depository will make book-entry transfers among the Clearing Agency Depository Participants and receive and transmit distributions of principal and interest on the related Investor Certificates to such Clearing Agency Depository Participants. For purposes of any provision of this Agreement requiring or permitting actions with ;
(e) the consent ofDepository may collect its usual and customary fees, or at the direction of, Investor Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount of Investor Certificates, such direction or consent may be given by Certificate Owners (acting through the Clearing Agency charges and the Clearing Agency expenses from its Depository Participants) owning Investor Certificates evidencing the requisite percentage of principal amount of Investor Certificates.;
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Bear Stearns Asset Backed Securities I Trust 2004-He8)
Book-Entry Certificates. Unless otherwise specified in the related Supplement for any Series or Class, the Investor The Certificates, upon original issuance, shall be issued in the form of one or more typewritten Investor Certificates representing the Book-Entry Certificates, to be delivered to The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the SellersTransferor. The Investor Certificates shall initially be registered on the Certificate Register in the name of CEDE & Co., the nominee of the Clearing Agency or its nomineeAgency, and no Certificate Beneficial Owner will receive a definitive certificate representing such Certificate Beneficial Owner’s 's interest in the Investor Certificates, except as provided in Section 6.125.08. Unless and until definitive, fully registered Investor Certificates (“"Definitive Certificates”") have been issued to the applicable Certificate Beneficial Owners pursuant to Section 6.12 or as otherwise specified in any such Supplement5.08:
(ai) the provisions provision of this Section 5.06 shall be in full force and effect;
(bii) the SellersTransferor, the Servicer Servicer, the Paying Agent, if any, and the Trustee may deal with the Clearing Agency and the Clearing Agency Participants for all purposes (including the making of distributionsdistributions on the Certificates) as the authorized representatives of the respective Certificate Beneficial Owners;
(ciii) to the extent that the provisions of this Section 5.06 conflict with any other provisions of this Agreement, the provisions of this Section 5.06 shall control; and;
(div) the rights of the respective Certificate Beneficial Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants and shall be limited to those established by law and agreements between such Certificate Beneficial Owners and the Clearing Agency and/or the Clearing Agency Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.125.08, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the related Investor Certificates to such Clearing Agency Participants. For purposes of any provision of ; 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, Investor directions of Certificateholders evidencing a specified Percentage Interest, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Beneficial Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the aggregate unpaid principal amount of Investor Certificates, beneficial interest in the Certificates and has delivered instructions to the Trustee reflecting such direction or consent may be given by Certificate Owners (acting through the Clearing Agency and the Clearing Agency Participants) owning Investor Certificates evidencing the requisite percentage of principal amount of Investor Certificatesinstructions.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (National Auto Finance Co Inc)
Book-Entry Certificates. Unless otherwise specified in the related Supplement for any Series or Class, the Investor The Certificates, upon original issuanceissuance (except for the Residual Certificate), shall will be issued in the form of one or more typewritten Investor Certificates representing the Book-Entry Certificates, to be delivered to The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the SellersSeller. The Investor Certificates delivered to the Depository Trust Company shall initially be registered on the Certificate Register in the name of CEDE & Co., the nominee of the initial Clearing Agency or its nomineeAgency, and no Certificate Owner will receive a definitive certificate representing such Certificate Owner’s 's interest in the Investor Certificates, except as provided in Section 6.126.10. Unless and until definitive, fully registered Investor Certificates (“the "Definitive Certificates”") have been issued to the applicable Certificate Owners pursuant to Section 6.12 or as otherwise specified in any such Supplement:6.10;
(ai) the provisions of this Section 6.8 shall be in full force and effect;
(bii) the SellersSeller, the Servicer Servicer, the Certificate Registrar, and the Trustee may deal with the Clearing Agency and the Clearing Agency Participants for all purposes (including the making of distributionsdistributions on the Certificates) as the authorized representatives representative of the respective Certificate Owners;
(ciii) to the extent that the provisions of this Section 6.8 conflict with any other provisions of this Agreement, the provisions of this Section 6.8 shall control; and;
(div) the rights of the respective Certificate Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants 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. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.126.10, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the related Investor Certificates to such Clearing Agency Participants. For purposes of any provision of ; 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, Investor Certificateholders directions of Holders of Certificates evidencing a specified percentage of the aggregate unpaid principal amount of Investor CertificatesClass A Principal Balance or Class B Principal Balance, such direction or consent as the case may be given by Certificate Owners (acting through be, the Clearing Agency and 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) Participants owning Investor Certificates evidencing the requisite or representing, respectively, such required percentage of principal amount of Investor Certificatesthe beneficial interest in Certificates and has delivered such instructions to the Trustee.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Consumer Portfolio Services Inc)
Book-Entry Certificates. Unless otherwise specified provided in the any ----------------------- related Supplement for any Series or ClassSupplement, the Investor Certificates, Certificates of any Series upon original issuance, shall be issued in the form of a one or more typewritten Investor Certificates representing the Book-Entry Certificates, to be delivered to the Clearing AgencyAgency specified in the Supplement for such Series, by, or on behalf of, the SellersSeller. The Investor Certificates shall of each Series shall, unless otherwise provided in the related Supplement, initially be registered on the Certificate Register in the name of the nominee of the Clearing Agency or its nomineeAgency, and no Certificate Owner owner will receive a definitive certificate representing such Certificate Owner’s 's interest in the Investor Certificates, except as provided in Section 6.126.11. Unless and until definitive, fully registered Investor Certificates of any Series (“the "Definitive Certificates”") have been issued to the applicable Certificate Owners pursuant to Section 6.12 or as otherwise specified in any such SupplementOwners:
(ai) the provisions of this Section 6.9 shall be in full force and effecteffect with respect to each such Series;
(bii) the SellersSeller, the Servicer Servicer, the Paying Agent, the Transfer Agent and Registrar and the Trustee may deal with the related Clearing Agency and the related Clearing Agency Participants for all purposes (including the making of distributionsdistributions on the Investor Certificates of each such Series) as the authorized representatives of the respective such Certificate Owners;
(ciii) to the extent that the provisions of this Section 6.9 conflict with any other provisions of this Agreement, the provisions of this Section 6.9 shall controlcontrol with respect to each such Series; and
(div) the rights of the respective Certificate Owners of each such Series shall be exercised only through the Clearing Agency and the applicable Clearing Agency Participants 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. Pursuant to the Depository AgreementAgreement applicable to a Series, unless and until Definitive Certificates are issued pursuant to Section 6.126.11, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the related Investor Certificates to such Clearing Agency Participants. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Investor Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount of Investor Certificates, such direction or consent may be given by Certificate Owners (acting through the Clearing Agency and the Clearing Agency Participants) owning Investor Certificates evidencing the requisite percentage of principal amount of Investor Certificates.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Spiegel Credit Corp Iii)
Book-Entry Certificates. Unless otherwise specified in The Regular Certificates (other than the related Supplement for any Series or ClassM-10, the Investor Class CE and Class P Certificates), upon original issuance, shall be issued in the form of one or more typewritten Investor Certificates representing the Book-Entry Certificates, to be delivered to the Clearing Agency, by, Depository by or on behalf of, of the SellersDepositor. The Investor Such Certificates shall initially be registered on the Certificate Register in the name of the Clearing Agency Depository or its nominee, and no Certificate Owner of such Certificates will receive a definitive certificate representing such Certificate Owner’s 's interest in the Investor such Certificates, except as provided in Section 6.126.08. Unless and until definitive, fully registered Investor Certificates (“"Definitive Certificates”") have been issued to the applicable Certificate Owners of such Certificates pursuant to Section 6.12 or as otherwise specified in any such Supplement6.08:
(a) the provisions of this Section shall be in full force and effect;
(b) the Sellers, the Servicer Depositor and the Trustee may deal with the Clearing Agency Depository and the Clearing Agency Depository Participants for all purposes (including the making of distributions) as the authorized representatives representative of the respective Certificate OwnersOwners of such Certificates;
(c) registration of the Book-Entry Certificates may not be transferred by the 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 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; and
(d) the rights of the respective Certificate Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants 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. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.12, the Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the related Investor Certificates to such Clearing Agency Participants. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Investor Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount of Investor any Class of Certificates, such direction or consent may be given by Certificate Owners (acting through the Clearing Agency Depository and the Clearing Agency Depository Participants) owning Investor Book-Entry Certificates evidencing the requisite percentage of principal amount of Investor 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 1 contract
Sources: Pooling and Servicing Agreement (Bear Stearns Asset Backed Securities I LLC Trust 2006-Ec2)
Book-Entry Certificates. Unless otherwise specified in the related Supplement for any Series or Class, the Investor Certificates, upon original issuance, shall be issued in the form of one or more typewritten Investor Certificates representing the Book-Entry Certificates, to be delivered to the Clearing Agency, by, or on behalf of, the SellersTransferors. The Investor Certificates shall initially be registered on the Certificate Register in the name of the Clearing Agency or its nominee, and no Certificate Owner will receive a definitive certificate representing such Certificate Owner’s 's interest in the Investor Certificates, except as provided in Section 6.12. Unless and until definitive, fully registered Investor Certificates (“"Definitive Certificates”") have been issued to the applicable Certificate Owners pursuant to Section 6.12 or as otherwise specified in any such Supplement:
(a) the provisions of this Section shall be in full force and effect;
(b) the SellersTransferors, the Master Servicer and the Trustee may deal with the Clearing Agency and the Clearing Agency Participants for all purposes (including the making of distributions) as the authorized representatives of the respective Certificate Owners;
(c) to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control; and
(d) the rights of the respective Certificate Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency and/or or the Clearing Agency Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.12, the Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the related Investor Certificates to such Clearing Agency Participants. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Investor Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount of Investor Certificates, such direction or consent may be given by Certificate Owners (acting through the Clearing Agency and the Clearing Agency Participants) owning Investor Certificates evidencing the requisite percentage of principal amount of Investor Certificates.percentage
Appears in 1 contract
Book-Entry Certificates. Unless otherwise specified in The Regular Certificates (other than the related Supplement for any Series or ClassClass M-7, the Investor Class CE and Class P Certificates), upon original issuance, shall be issued in the form of one or more typewritten Investor Certificates 103 representing the Book-Entry Certificates, to be delivered to the Clearing Agency, by, Depository by or on behalf of, of the SellersDepositor. The Investor Such Certificates shall initially be registered on the Certificate Register in the name of the Clearing Agency Depository or its nominee, and no Certificate Owner of such Certificates will receive a definitive certificate representing such Certificate Owner’s 's interest in the Investor such Certificates, except as provided in Section 6.126.08. Unless and until definitive, fully registered Investor Certificates (“"Definitive Certificates”") have been issued to the applicable Certificate Owners of such Certificates pursuant to Section 6.12 or as otherwise specified in any such Supplement6.08:
(a) the provisions of this Section shall be in full force and effect;
(b) the Sellers, the Servicer Depositor and the Trustee may deal with the Clearing Agency Depository and the Clearing Agency Depository Participants for all purposes (including the making of distributions) as the authorized representatives representative of the respective Certificate OwnersOwners of such Certificates;
(c) registration of the Book-Entry Certificates may not be transferred by the 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 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; and
(d) the rights of the respective Certificate Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants 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. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.12, the Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the related Investor Certificates to such Clearing Agency Participants. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Investor Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount of Investor any Class of Certificates, such direction or consent may be given by Certificate Owners (acting through the Clearing Agency Depository and the Clearing Agency Depository Participants) owning Investor Book-Entry Certificates evidencing the requisite percentage of principal amount of Investor such Class of Certificates.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Bear Stearns Asset Backed Securities I Trust 2004-He11)
Book-Entry Certificates. (a) Unless otherwise specified in the related Supplement for any Series or Class, the Investor Certificates, upon original issuance, shall be Definitive Certificates have been issued in the form accordance with subsection (c) below, on each date of one or more typewritten Investor Certificates representing the issuance pursuant to Section 6.01, Book-Entry CertificatesCertificates will be issued, and the Trustee shall cause the Certificate Register to be delivered to the Clearing Agencyreflect such issuance of Certificates in such amounts as have been issued, by, or on behalf of, the Sellers. The Investor and such Book-Entry Certificates shall initially be registered on the Certificate Register in the name of the Clearing Agency or its nominee, and no Certificate Owner Certificateholder thereof. No Certificateholder will receive a definitive certificate Definitive Certificate representing such Certificate Owner’s Certificateholder's interest in the Investor CertificatesCertificate, except as provided above and in Section 6.12subsection (c) below. Unless and until definitive, fully registered Investor Definitive Certificates (“Definitive Certificates”) have been issued to the applicable Certificate Owners pursuant to Section 6.12 or as otherwise specified in any such Supplementsubsection (c) below:
(ai) the provisions of this Section 6.06 shall be in full force and effect;
(bii) the Sellers, the Servicer and the Trustee may deal with the Clearing Agency and Certificateholders of record in the Clearing Agency Participants Certificate Register for all purposes (including the making of distributions) as distributions on the authorized representatives of the respective Certificate OwnersCertificates);
(ciii) to the extent that the provisions of this Section 6.06 conflict with any other provisions of this Agreement, the provisions of this Section 6.06 shall control;
(iv) unless and until Definitive Certificates are issued pursuant to subsection (c) below, the Trustee will make book-entry transfers among the Certificateholders in the Certificate Register that shall be open for inspection during regular business hours and shall contain a record of the name, address and taxpayer identification number of each Certificateholder;
(v) the Trustee shall not register such transfers in the Certificate Register except upon satisfaction of the conditions set forth in Section 6.05;
(vi) each Certificateholder shall bear all of the expenses it incurs in connection with any sale, transfer or exchange of its Book-Entry Certificates;
(vii) no service charge may be made for any registration of transfer or exchange of Book-Entry Certificates, but the Trustee may require payment of a sum to effect a transfer or exchange of Certificates under Section 6.02(c);
(viii) on the Business Day following any recording of a transfer of a Book-Entry Certificate, the Trustee shall send to each transferee and transferor a confirmation of the transfer (the confirmation to be substantially in the form of Exhibit G hereto); and
(dix) the rights of the respective Certificate Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants 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. Pursuant notwithstanding anything herein to the Depository Agreementcontrary, unless and until Definitive Certificates are issued pursuant to Section 6.12subsection (c) below, the Clearing Agency will make Trustee shall transmit payments in respect of the Certificates, in accordance with the procedures set forth in Section 4.01, on such Distribution Date to the Certificateholders of record in the Certificate Register on the Record Date by wire transfer of immediately available funds in accordance with such instructions as have been previously provided in writing to the Trustee, or by bank check posted by first class mail to such other address or account as each such Certificateholder has previously designated in writing to the Trustee at least two days prior to the applicable Distribution Date.
(b) Whenever notice or other communication to the Certificateholders is required under this Agreement, unless and until Definitive Certificates have been issued pursuant to subsection (c) below, the Trustee shall promptly give all such notices and communications specified herein to be given to Certificateholders to the Certificateholders.
(c) If, with respect to the Certificates, the Majority Certificateholders advise the Trustee in writing that the continuation of a book-entry transfers among system through the Clearing Agency Participants Trustee is no longer in the best interests of the Certificateholders, then the Trustee shall notify all Certificateholders of the occurrence of any such event and receive and transmit distributions of principal and interest the availability of Definitive Certificates. Upon delivery of registration instructions from the Certificateholders regarding the transfer of all Book-Entry Certificates registered on the related Investor Certificate Register for Definitive Certificates to such Clearing Agency Participants. For purposes of any provision of this Agreement requiring or permitting actions be registered on the Certificate Register in connection with the consent ofregistration of Definitive Certificates in the names of Certificateholders, or at the direction of, Investor Certificateholders evidencing a specified percentage Trustee shall issue and deliver the Definitive Certificates in accordance with the instructions of the aggregate unpaid principal amount Certificateholders. The Trustee shall not be liable for any delay in delivery of Investor such instructions and may conclusively rely on, and shall be protected in relying on, such registration instructions. Upon the issuance of Definitive Certificates, the Trustee shall recognize the Certificateholders in whose names such direction or consent may Definitive Certificates are registered on the Certificate Register as Certificateholders hereunder.
(d) As to any Book-Entry Certificate, the Certificateholder shown on the Certificate Register from time to time shall be given by Certificate Owners (acting through deemed the Clearing Agency and the Clearing Agency Participants) owning Investor Certificates evidencing the requisite percentage of principal amount of Investor Certificatesabsolute owner thereof for all purposes.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Resource America Inc)
Book-Entry Certificates. Unless otherwise specified in The Regular Certificates (other than the related Supplement for any Series or ClassClass M-7, the Investor Class M-8, Class CE and Class P Certificates), upon original issuance, shall be issued in the form of one or more typewritten Investor Certificates representing the Book-Entry Certificates, to be delivered to the Clearing Agency, by, Depository by or on behalf of, of the SellersDepositor. The Investor Such Certificates shall initially be registered on the Certificate Register in the name of the Clearing Agency Depository or its nominee, and no Certificate Owner of such Certificates will receive a definitive certificate representing such Certificate Owner’s 's interest in the Investor such Certificates, except as provided in Section 6.126.08. Unless and until definitive, fully registered Investor Certificates (“"Definitive Certificates”") have been issued to the applicable Certificate Owners of such Certificates pursuant to Section 6.12 or as otherwise specified in any such Supplement6.08:
(a) the provisions of this Section shall be in full force and effect;
(b) the Sellers, the Servicer Depositor and the Trustee may deal with the Clearing Agency Depository and the Clearing Agency Depository Participants for all purposes (including the making of distributions) as the authorized representatives representative of the respective Certificate OwnersOwners of such Certificates;
(c) registration of the Book-Entry Certificates may not be transferred by the 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 139 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 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; and
(d) the rights of the respective Certificate Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants 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. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.12, the Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the related Investor Certificates to such Clearing Agency Participants. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Investor Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount of Investor any Class of Certificates, such direction or consent may be given by Certificate Owners (acting through the Clearing Agency Depository and the Clearing Agency Depository Participants) owning Investor Book-Entry Certificates evidencing the requisite percentage of principal amount of Investor such Class of Certificates.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Bear Stearns Asset Backed Securities I Trust 2005-He2)
Book-Entry Certificates. Unless otherwise specified provided in the ----------------------- any related Supplement for any Series or ClassSupplement, the Investor Certificates, upon original issuance, shall will be issued in the form of one or more the requisite number of typewritten Investor Certificates representing the Book-Entry Certificates, to be delivered to The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the SellersTransferor. The Investor Certificates shall initially be registered on the Certificate Register in the name of CEDE & Co., the Clearing Agency or its nomineenominee of the Depository Trust Company, and no Certificate Owner will receive a definitive certificate representing such Certificate Owner’s 's interest in the Investor Certificates, except as provided in Section 6.126.13 of the Agreement. Unless and until definitive, fully registered Investor Certificates (“the "Definitive ---------- Certificates”") have been issued to the applicable Certificate Owners pursuant to Section 6.12 or as otherwise specified in any such Supplement------------ 6.13 of the Agreement:
(ai) the provisions provision of this Section 6.11 shall be in full force and effect;
(bii) all payments and notices to the Sellers, the Servicer and the Trustee may deal with Certificate Owners shall be made to the Clearing Agency and the Clearing Agency Participants for all purposes (including the making of distributions) as the authorized representatives of the respective Certificate OwnersAgency;
(ciii) to the extent that the provisions of this Section 6.11 conflict with any other provisions of this Agreement, the provisions of this Section 6.11 shall control; andcontrol but shall be subject to the provisions of Section 6.05;
(div) the rights of the respective Certificate Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency and/or and for the Clearing Agency Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.126.13 of the Agreement, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the related Investor Certificates to such Clearing Agency Participants. For purposes of any provision of ; 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, Investor Certificateholders evidencing directions of a specified percentage of the aggregate unpaid principal amount Invested Amount of Investor Certificatesany or all Series of Certificates outstanding, such direction or consent may be given by Certificate Owners (acting through the Clearing Agency and 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) Participants owning Investor Certificates evidencing the requisite or representing, respectively, such required percentage of principal amount of the beneficial interest in Investor Certificates.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Firestone Retail Credit Corp)
Book-Entry Certificates. Unless otherwise specified provided in the any related Supplement for any Series or ClassSupplement, the Investor Certificates, upon original issuance, shall will be issued in the form of one or more the requisite number of typewritten Investor Certificates representing the Book-Entry Certificates, to be delivered to The Depository Trust Company, which shall be the initial Clearing Agency, by, or on behalf of, the SellersTransferor. The Investor Certificates shall initially be registered on the Certificate Register in the name of CEDE & Co., the nominee of the initial Clearing Agency or its nomineeAgency, and no Certificate Owner will receive a definitive certificate representing such Certificate Owner’s interest in the Investor Certificates, except as provided in Section 6.126.13. Unless and until definitive, fully registered Investor Certificates (the “Definitive Certificates”) have been issued to the applicable Certificate Owners pursuant to Section 6.12 or as otherwise specified in any such Supplement6.13:
(ai) the provisions provision of this Section 6.11 shall be in full force and effect;
(bii) the SellersTransferor, the Servicer Servicer, the Paying Agent, the Transfer Agent and Registrar and the Trustee may deal with the Clearing Agency and the Clearing Agency Participants for all purposes (including the making of distributionsdistributions on the Investor Certificates) as the authorized representatives of the respective Certificate Owners, and, absent gross negligence or willful misconduct on its part, the Transferor, the Servicer, the Paying Agent, the Transfer Agent and Registrar and the Trustee shall have no responsibility or liability for any aspect of the records pertaining to, or the making of any distribution to, the Clearing Agency Participants or the Certificate Owners;
(ciii) to the extent that the provisions of this Section 6.11 conflict with any other provisions of this Agreement, the provisions of this Section 6.11 shall control; and;
(div) the rights of the respective Certificate Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants 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. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.126.13, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the related Investor Certificates to such Clearing Agency Participants. For purposes of any provision of ; 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, Investor Certificateholders evidencing directions of a specified percentage of the aggregate unpaid principal amount Invested Amount of Investor Certificatesany or all Series of Certificates outstanding, such direction or consent may be given by Certificate Owners (acting through the Clearing Agency and 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) Participants owning Investor Certificates evidencing the requisite or representing, respectively, such required percentage of principal amount of the beneficial interest in Investor Certificates.
Appears in 1 contract
Sources: Master Pooling and Servicing Agreement (Circuit City Credit Card Master Trust)
Book-Entry Certificates. Unless otherwise If so specified in the related Supplement for any Series or Class, the Investor Certificates, upon original issuance, shall may be issued in the form of one or more typewritten or word-processing system produced Investor Certificates representing the Book-Entry Certificates, to be delivered to the Clearing Agency, by, or on behalf of, the SellersTransferor. The Investor Certificates shall initially be registered on the Certificate Register in the name of the Clearing Agency or its nominee, and no Certificate Owner will receive a definitive certificate representing such Certificate Owner’s 's interest in the Investor Certificates, except as provided in Section 6.12. Unless and until definitive, fully registered Investor Certificates (“"Definitive Certificates”") have been issued to the applicable Certificate Owners pursuant to Section 6.12 or as otherwise specified in any such Supplement:
(a) the provisions of this Section shall be in full force and effect;
(b) the SellersTransferor, the Servicer and the Trustee may deal with the Clearing Agency and the Clearing Agency Participants for all purposes (including the making of distributions) as the authorized representatives of the respective Certificate Owners;
(c) to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control; and
(d) the rights of the respective Certificate Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency and/or or the Clearing Agency Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.12, the Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the related Investor Certificates to such Clearing Agency Participants. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Investor Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount of Investor Certificates, such direction or consent may be given by Certificate Owners (acting through the Clearing Agency and the Clearing Agency Participants) owning Investor Certificates evidencing the requisite percentage of principal amount of Investor Certificates.
Appears in 1 contract
Book-Entry Certificates. Unless otherwise specified in The Regular Certificates (other than the related Supplement for any Series or Classthan the M-10, the Investor Class CE and Class P Certificates), upon original issuance, shall be issued in the form of one or more typewritten Investor Certificates representing the Book-Entry Certificates, to be delivered to the Clearing Agency, by, Depository by or on behalf of, of the SellersDepositor. The Investor Such Certificates shall initially be registered on the Certificate Register in the name of the Clearing Agency Depository or its nominee, and no Certificate Owner of such Certificates will receive a definitive certificate representing such Certificate Owner’s 's interest in the Investor such Certificates, except as provided in Section 6.126.08. Unless and until definitive, fully registered Investor Certificates (“"Definitive Certificates”") have been issued to the applicable Certificate Owners of such Certificates pursuant to Section 6.12 or as otherwise specified in any such Supplement6.08:
(a) the provisions of this Section shall be in full force and effect;
(b) the Sellers, the Servicer Depositor and the Trustee may deal with the Clearing Agency Depository and the Clearing Agency Depository Participants for all purposes (including the making of distributions) as the authorized representatives representative of the respective Certificate OwnersOwners of such Certificates;
(c) registration of the Book-Entry Certificates may not be transferred by the 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 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; and
(d) the rights of the respective Certificate Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants 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. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.12, the Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the related Investor Certificates to such Clearing Agency Participants. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Investor Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount of Investor any Class of Certificates, such direction or consent may be given by Certificate Owners (acting through the Clearing Agency Depository and the Clearing Agency Depository Participants) owning Investor Book-Entry Certificates evidencing the requisite percentage of principal amount of Investor 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 1 contract
Sources: Pooling and Servicing Agreement (Bear Stearns Asset Backed Securities I Trust 2006-He2)
Book-Entry Certificates. Unless otherwise specified in the related Supplement for any Series or Class, the Investor The Class A Certificates and Class I Certificates, upon original issuance, shall be issued in the form of one or more typewritten Investor Certificates representing the Book-Entry Certificates, to be delivered to The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the SellersDepositor. The Investor Class A Certificates and Class I Certificates shall initially be registered on the Certificate Register in the name of Cede & Co., the nominee of the Clearing Agency or its nomineeAgency, and no Certificate Owner will receive a definitive certificate Certificate representing such Certificate Owner’s 's interest in the Investor Certificates, except as provided in Section 6.1211.10. Unless and until definitive, fully registered Investor Certificates (“"Definitive Certificates”") have been issued to the applicable Certificate Owners pursuant to Section 6.12 or as otherwise specified in any such Supplement11.10:
(ai) the provisions of this Section 11.08 shall be in full force and effect;
(bii) the SellersDepositor, the Servicer and the Trustee may deal with the Clearing Agency and the Clearing Agency Participants for all purposes (including the making of distributionsdistributions on the Certificates) as the authorized representatives of the respective Certificate Owners (requests and directions from, and votes of, such representatives shall not be considered inconsistent if they are made with respect to different Certificate Owners);
(ciii) to the extent that the provisions of this Section 11.08 conflict with any other provisions of this Agreement, the provisions of this Section 11.08 shall control; and
(div) the rights of the respective Certificate Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants 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. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.1211.10, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the related Investor Certificates to such Clearing Agency Participants. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Investor Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount of Investor Certificates, such direction or consent may be given by Certificate Owners (acting through the Clearing Agency and the Clearing Agency Participants) owning Investor Certificates evidencing the requisite percentage of principal amount of Investor Certificates.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Bay View Securitization Corp)
Book-Entry Certificates. Unless otherwise specified in The Regular Certificates (other than the related Supplement for any Series or ClassClass I-B-4, the Investor Class I-C and Class II-E Certificates), upon original issuance, shall be issued in the form of one or more typewritten Investor Certificates representing the Book-Entry Certificates, to be delivered to the Clearing Agency, by, Depository by or on behalf of, of the SellersDepositor. The Investor Such Certificates shall initially be registered on the Certificate Register in the name of the Clearing Agency Depository or its nominee, and no Certificate Owner of such Certificates will receive a definitive certificate representing such Certificate Owner’s interest in the Investor such Certificates, except as provided in Section 6.127.08. Unless and until definitive, fully registered Investor Certificates (“Definitive Certificates”) have been issued to the applicable Certificate Owners of such Certificates pursuant to Section 6.12 or as otherwise specified in any such Supplement7.08:
(a) the provisions of this Section shall be in full force and effect;
(b) the SellersDepositor, the Servicer Securities Administrator and the Trustee may deal with the Clearing Agency Depository and the Clearing Agency Depository Participants for all purposes (including the making of distributions) as the authorized representatives representative of the respective Certificate OwnersOwners of such Certificates;
(c) registration of the Book-Entry Certificates may not be transferred by the Securities Administrator except to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control; andanother Depository;
(d) the rights of the respective Certificate Owners of such Certificates shall be exercised only through the Clearing Agency Depository and the Clearing Agency Depository Participants and shall be limited to those established by law and agreements between the Owners of such Certificate Owners Certificates and the Clearing Agency Depository and/or the Clearing Agency Depository Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.127.08, the Clearing Agency Depository will make book-entry transfers among the Clearing Agency Depository Participants and receive and transmit distributions of principal and interest on the related Investor Certificates to such Clearing Agency Depository Participants. For purposes of any provision of this Agreement requiring or permitting actions ;
(e) the Depository may collect its usual and customary fees, charges and expenses from its Depository Participants;
(f) the Securities Administrator may rely and shall be fully protected in relying upon information furnished by the Depository with the consent of, or at the direction of, Investor Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount of Investor Certificates, such direction or consent may be given by Certificate Owners (acting through the Clearing Agency and the Clearing Agency respect to its Depository Participants) owning Investor Certificates evidencing the requisite percentage of principal amount of Investor Certificates.; and
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Saco I Trust 2005-5)
Book-Entry Certificates. Unless otherwise specified in The Regular Certificates (other than the related Supplement for any Series or ClassClass B-4, the Investor Class B-5 and Class C Certificates), upon original issuance, shall be issued in the form of one or more typewritten Investor Certificates representing the Book-Entry Certificates, to be delivered to the Clearing Agency, by, Depository by or on behalf of, of the SellersDepositor. The Investor Such Certificates shall initially be registered on the Certificate Register in the name of the Clearing Agency Depository or its nominee, and no Certificate Owner of such Certificates will receive a definitive certificate representing such Certificate Owner’s interest in the Investor such Certificates, except as provided in Section 6.126.08. Unless and until definitive, fully registered Investor Certificates (“Definitive Certificates”) have been issued to the applicable Certificate Owners of such Certificates pursuant to Section 6.12 or as otherwise specified in any such Supplement6.08:
(a) the provisions of this Section shall be in full force and effect;
(b) the Sellers, the Servicer Depositor and the Trustee may deal with the Clearing Agency Depository and the Clearing Agency Depository Participants for all purposes (including the making of distributions) as the authorized representatives representative of the respective Certificate OwnersOwners of such Certificates;
(c) registration of the Book-Entry Certificates may not be transferred by the 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 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; and
(d) the rights of the respective Certificate Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants 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. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.12, the Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the related Investor Certificates to such Clearing Agency Participants. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Investor Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount of Investor any Class of Certificates, such direction or consent may be given by Certificate Owners (acting through the Clearing Agency Depository and the Clearing Agency Depository Participants) owning Investor Book-Entry Certificates evidencing the requisite percentage of principal amount of Investor 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 1 contract
Sources: Pooling and Servicing Agreement (Saco I Trust, 2005-Wm1)
Book-Entry Certificates. Unless otherwise specified in The Regular Certificates (other than the related Supplement for any Series or Class, Class I-B Certificates and the Investor Class B-IO Certificates), upon original issuance, shall be issued in the form of one or more typewritten Investor Certificates representing the Book-Entry Certificates, to be delivered to the Clearing Agency, by, Depository or its agent by or on behalf of, of the SellersDepositor. The Investor Such Certificates shall initially be registered on the Certificate Register in the name of the Clearing Agency Depository or its nominee, and no Certificate Owner of such Certificates will receive a definitive certificate representing such Certificate Owner’s 's interest in the Investor such Certificates, except as provided in Section 6.126.08. Unless and until definitive, fully registered Investor Certificates (“"Definitive Certificates”") have been issued to the applicable Certificate Owners of such Certificates pursuant to Section 6.12 or as otherwise specified in any such Supplement6.08:
(a) the provisions of this Section shall be in full force and effect;
(b) the SellersDepositor, the Servicer Securities Administrator and the Trustee may deal with the Clearing Agency Depository and the Clearing Agency Depository Participants for all purposes (including the making of distributions) as the authorized representatives representative of the respective Certificate OwnersOwners of such Certificates;
(c) registration of the Book-Entry Certificates may not be transferred by the 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 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; and
(d) the rights of the respective Certificate Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants 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. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.12, the Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the related Investor Certificates to such Clearing Agency Participants. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Investor Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount of Investor any Class of Certificates, such direction or consent may be given by Certificate Owners (acting through the Clearing Agency Depository and the Clearing Agency Depository Participants) owning Investor Book-Entry Certificates evidencing the requisite percentage of principal amount of Investor such Class of Certificates.
Appears in 1 contract
Book-Entry Certificates. Unless otherwise specified in the related Supplement for any Series or Class, the Investor Certificates, upon original issuance, shall be issued in the form form, of one or more typewritten Investor Certificates representing the Book-Entry Certificates, to be delivered to the Clearing Agency, by, or on behalf of, the SellersTransferor. The Investor Certificates shall initially be registered on the Certificate Register in the name of the Clearing Agency or its nominee, and no Certificate Owner will receive a definitive certificate representing such Certificate Owner’s interest in the Investor Certificates, except as provided in Section 6.12. Unless and until definitive, fully registered Investor Certificates (“Definitive Certificates”) have been issued to the applicable Certificate Owners pursuant to Section 6.12 or as otherwise specified in any such Supplement:
(a) the provisions of this Section 6.10 shall be in full force and effect;
(b) the SellersTransferor, the Servicer and the Trustee may deal with the Clearing Agency and the Clearing Agency Participants for all purposes (including the making of distributions) as the authorized representatives of the respective Certificate Owners;
(c) to the extent that the provisions of this Section 6.10 conflict with any other provisions of this Agreement, the provisions of this Section 6.10 shall control; and
(d) the rights of the respective Certificate Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants 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. Pursuant to the Depository Depositary Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.12, the Clearing Agency will make book-book- entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the related Investor Certificates to such Clearing Agency Participants. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Investor Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount of Investor Certificates, such direction or consent may be given by Certificate Owners (acting through the Clearing Agency and the Clearing Agency Participants) owning Investor Certificates evidencing the requisite percentage of principal amount of Investor Certificates.
Appears in 1 contract
Sources: Pooling and Servicing Agreement
Book-Entry Certificates. Unless otherwise specified in The Regular Certificates (other than the related Supplement for any Series or ClassClass M-7, the Investor Class CE and Class P Certificates), upon original issuance, shall be issued in the form of one or more typewritten Investor Certificates representing the Book-Entry Certificates, to be delivered to the Clearing Agency, by, Depository by or on behalf of, of the SellersDepositor. The Investor Such Certificates shall initially be registered on the Certificate Register in the name of the Clearing Agency Depository or its nominee, and no Certificate Owner of such Certificates will receive a definitive certificate representing such Certificate Owner’s 's interest in the Investor such Certificates, except as provided in Section 6.126.08. Unless and until definitive, fully registered Investor Certificates (“"Definitive Certificates”") have been issued to the applicable Certificate Owners of such Certificates pursuant to Section 6.12 or as otherwise specified in any such Supplement6.08:
(a) the provisions of this Section shall be in full force and effect;
(b) the Sellers, the Servicer Depositor and the Trustee may deal with the Clearing Agency Depository and the Clearing Agency Depository Participants for all purposes (including the making of distributions) as the authorized representatives representative of the respective Certificate OwnersOwners of such Certificates;
(c) registration of the Book-Entry Certificates may not be transferred by the 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 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; and
(d) the rights of the respective Certificate Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants 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. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.12, the Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the related Investor Certificates to such Clearing Agency Participants. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Investor Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount of Investor any Class of Certificates, such direction or consent may be given by Certificate Owners (acting through the Clearing Agency Depository and the Clearing Agency Depository Participants) owning Investor Book-Entry Certificates evidencing the requisite percentage of principal amount of Investor such Class of Certificates.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Bear Stearns Asset Backed Securities I LLC 2004-He4)
Book-Entry Certificates. Unless otherwise specified in the related Supplement for any Series or Class, the Investor (a) Each Class of Book-Entry Certificates, upon original issuance, shall be issued in the form of one or more typewritten Investor Certificates representing the Book-Entry Certificates, to be delivered to The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the SellersDepositor. The Investor Book-Entry Certificates shall initially be registered on the Certificate Register in the name of the nominee of the Clearing Agency or its nomineeAgency, and no Certificate Owner will receive a definitive certificate Definitive Certificate representing such Certificate Owner’s interest in the Investor Book-Entry Certificates, except as provided in Section 6.123.09(c). Unless and until definitive, fully registered Investor Definitive Certificates (“Definitive Certificates”) have been issued to the applicable Certificate Owners of Book-Entry Certificates pursuant to Section 6.12 or as otherwise specified in any such Supplement:3.09(c):
(ai) the provisions of this Section 3.09 shall be in full force and effect;
(bii) the SellersDepositor, the Servicer Master Servicer, the Paying Agent, the Certificate Registrar and the Trustee may deal with the Clearing Agency and the Clearing Agency Participants for all purposes (including the making of distributionsdistributions on the Book-Entry Certificates) as the authorized representatives of the respective Certificate OwnersOwners and the Clearing Agency shall be responsible for crediting the amount of such distributions to the accounts of such Persons entitled thereto, in accordance with the Clearing Agency’s normal procedures;
(ciii) to the extent that the provisions of this Section 3.09 conflict with any other provisions of this Agreement, the provisions of this Section 3.09 shall control; and
(div) the rights of the respective Certificate Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants 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. Pursuant to the Depository Agreement, unless Unless and until Definitive Certificates are issued pursuant to Section 6.123.09(c), the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal of and interest on the related Investor Book-Entry Certificates to such Clearing Agency Participants. For purposes of any provision of .
(b) Whenever notice or other communication to the Certificateholders is required under this Agreement requiring or permitting actions with Agreement, unless and until Definitive Certificates shall have been issued to Certificate Owners pursuant to Section 3.09(c), the consent of, or at the direction of, Investor Certificateholders evidencing a Trustee shall give all such notices and communications specified percentage herein to be given to Holders of the aggregate unpaid principal amount of Investor Book-Entry Certificates to the Clearing Agency.
(c) If (i)(A) the Depositor advises the Certificate Registrar in writing that the Clearing Agency is no longer willing or able to discharge properly its responsibilities with respect to the Book-Entry Certificates, such direction or consent may be given by Certificate Owners and (acting B) the Depositor is unable to locate a qualified successor, (ii) the Depositor, at its option, advises the Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or (iii) after the occurrence of an Event of Default, Certificate Owners representing beneficial interests aggregating not less than 50% of the Class Principal Amount of a Class of Book-Entry Certificates identified as such to the Trustee by an Officer’s Certificate from the Clearing Agency advise the Trustee and the Clearing Agency Participants) owning Investor through the Clearing Agency Participants in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of the Certificate Owners of a Class of Book-Entry Certificates, the Trustee shall notify the Clearing Agency to effect notification to all Certificate Owners, through the Clearing Agency, of the occurrence of any such event and of the availability of Definitive Certificates evidencing to Certificate Owners requesting the requisite percentage same. Upon surrender to the Trustee of principal amount the Book-Entry Certificates by the Clearing Agency, accompanied by registration instructions from the Clearing Agency for registration, the Trustee shall issue the Definitive Certificates. Neither the Depositor nor the Trustee shall be liable for any delay in delivery of Investor Certificatessuch instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates all references herein to obligations imposed upon or to be performed by the Clearing Agency shall be deemed to be imposed upon and performed by the Trustee, to the extent applicable, with respect to such Definitive Certificates and the Trustee shall recognize the holders of the Definitive Certificates as Certificateholders hereunder.
Appears in 1 contract
Sources: Trust Agreement (Structured Adjustable Rate Mortgage Loan Trust Series 2008-1)
Book-Entry Certificates. Unless otherwise specified in the related Supplement for any Series or Class, the Investor The Book-Entry Certificates, upon original issuance, shall be issued in the form of one typewritten Certificate (or more typewritten Investor Certificates representing than one, if required by the Book-Entry Depository) for each Class of such Certificates, to be delivered to the Clearing Agency, by, Depository by or on behalf of, of the SellersDepositor. The Investor Such Certificates shall initially be registered on the Certificate Register in the name of the Clearing Agency Depository or its nominee, and no Certificate Owner of such Certificates will receive a definitive certificate representing such Certificate Owner’s 's interest in the Investor such Certificates, except as provided in Section 6.125.08 hereof. Unless and until definitive, fully registered Investor Certificates (“"Definitive Certificates”") have been issued to the applicable Certificate Owners of such Certificates pursuant to Section 6.12 or as otherwise specified in any such Supplement5.08 hereof:
(a) the provisions of this Section shall be in full force and effect;
(b) the Depositor, the Sellers, the Master Servicer and the Trustee may deal with the Clearing Agency Depository and the Clearing Agency Depository Participants for all purposes (including the making of distributions) as the authorized representatives representative of the respective Certificate OwnersOwners of such Certificates;
(c) registration of the Book-Entry Certificates may not be transferred by the 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 5.08 hereof, 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 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; and
(d) the rights of the respective Certificate Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants 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. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.12, the Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the related Investor Certificates to such Clearing Agency Participants. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Investor Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount of Investor any Class of Certificates, such direction or consent may be given by Certificate Owners (acting through the Clearing Agency Depository and the Clearing Agency Depository Participants) owning Investor Book-Entry Certificates evidencing the requisite percentage of principal amount of Investor such Class of Certificates.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Cwabs Inc Asset Backed Certificates Series 2005-2)
Book-Entry Certificates. Unless otherwise specified in the related Supplement for any Series or Class, the Investor Certificates, upon original issuance, shall be issued in the form of one or more typewritten Investor Certificates representing the Book-Entry Certificates, to be delivered to the Clearing Agency, by, or on behalf of, the SellersTransferor. The Investor Certificates shall initially be registered on the Certificate Register in the name of the Clearing Agency or its nominee, and no Certificate Owner will receive a definitive certificate representing such Certificate Owner’s 's interest in the Investor Certificates, except as provided in Section 6.12. Unless and until definitive, fully registered Investor Certificates (“"Definitive Certificates”") have been issued to the applicable Certificate Owners pursuant to Section 6.12 or as otherwise specified in any such Supplement:
(a) the provisions of this Section shall be in full force and effect;
(b) the SellersTransferor, the Servicer and the Trustee may deal with the Clearing Agency and the Clearing Agency Participants for all purposes (including the making of distributions) as the authorized representatives of the respective Certificate Owners;
(c) to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control; and
(d) the rights of the respective Certificate Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency and/or or the Clearing Agency Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.12, the Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the related Investor Certificates to such Clearing Agency Participants. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Investor Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount of Investor Certificates, such direction or consent may be given by Certificate Owners (acting through the Clearing Agency and the Clearing Agency Participants) owning Investor Certificates evidencing the requisite percentage of principal amount of Investor Certificates.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Travelers Bank Credit Card Master Trust I)
Book-Entry Certificates. Unless otherwise specified in The Regular Certificates (other than the related Supplement for any Series or ClassClass I-B-4, the Investor Class I-C and Class II-E Certificates), upon original issuance, shall be issued in the form of one or more typewritten Investor Certificates representing the Book-Entry Certificates, to be delivered to the Clearing Agency, by, Depository by or on behalf of, of the SellersDepositor. The Investor Such Certificates shall initially be registered on the Certificate Register in the name of the Clearing Agency Depository or its nominee, and no Certificate Owner of such Certificates will receive a definitive certificate representing such Certificate Owner’s interest in the Investor such Certificates, except as provided in Section 6.127.08. Unless and until definitive, fully registered Investor Certificates (“Definitive Certificates”) have been issued to the applicable Certificate Owners of such Certificates pursuant to Section 6.12 or as otherwise specified in any such Supplement7.08:
(a) the provisions of this Section shall be in full force and effect;
(b) the SellersDepositor, the Servicer Securities Administrator and the Trustee may deal with the Clearing Agency Depository and the Clearing Agency Depository Participants for all purposes (including the making of distributions) as the authorized representatives representative of the respective Certificate OwnersOwners 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 7.08, 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 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; and
(d) the rights of the respective Certificate Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants 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. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.12, the Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the related Investor Certificates to such Clearing Agency Participants. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Investor Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount of Investor any Class of Certificates, such direction or consent may be given by Certificate Owners (acting through the Clearing Agency Depository and the Clearing Agency Depository Participants) owning Investor Book-Entry Certificates evidencing the requisite percentage of principal amount of Investor such Class of Certificates.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Mortgage Pass-Through Certificates, Series 2005-5)
Book-Entry Certificates. Unless otherwise specified in the related Supplement for any Series or Class, the Investor The Class A Certificates, ----------------------- upon original issuance, shall will be issued in the form of one or more typewritten Investor Certificates representing the Book-Entry Certificates, to be delivered to the Depository Trust Company, the initial Clearing Agency, by, Agency by or on behalf of, of the SellersTrust. The Investor Class A Certificates shall initially be registered initially on the Certificate Register in the name of Cede & Co. the nominee of the initial Clearing Agency or its nomineeAgency, and no Certificate Owner will receive a definitive certificate representing such Certificate Owner’s 's interest in the Investor Certificates, except as provided in Section 6.126.10. Unless and until definitive, fully registered Investor Certificates (“the "Definitive Certificates”") have been issued to the applicable such Certificate Owners pursuant to Section 6.12 or as otherwise specified in any such Supplement:6.10
(a) the provisions of this Section shall be in full force and effect;
(b) the SellersCompany, the Servicer Servicer, the Certificate Registrar and the Trustee may deal with the Clearing Agency and the Clearing Agency Participants for all purposes (including the making of distributionsdistributions on the Class A Certificates) as the authorized representatives sole Holder of such Certificates and shall have no obligation to the respective related Certificate Owners;
(c) to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control; and;
(d) the rights of the respective such Certificate Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants 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. Pursuant Participants pursuant to the Depository Agreement, unless . Unless and until Definitive Certificates are issued pursuant to Section 6.126.10, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the related Investor Class A Certificates to such Clearing Agency Participants. For purposes of any provision of ; 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, Investor Certificateholders directions of Holders of Class A Certificates evidencing a specified percentage of the aggregate unpaid principal amount of Investor CertificatesClass A Certificate Balance, such direction or consent may be given by Certificate Owners (acting through the Clearing Agency and 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) Participants owning Investor Certificates evidencing the requisite or representing, respectively, such required percentage of principal amount of Investor Certificatesthe beneficial interest in the Class A Certificates and has delivered such instructions to the Trustee.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Asset Backed Securities Corp)
Book-Entry Certificates. Unless otherwise specified in the related Supplement for any Series or Class, the Investor The Certificates, upon original issuance, shall be issued in the form of one or more typewritten Investor Certificates representing the Book-Entry Certificates, to be delivered to DTC, the initial Clearing Agency, by, or on behalf of, the SellersTrust. The Investor Certificates shall initially be registered on the Certificate Register in the name of Cede & Co., the nominee of the initial Clearing Agency or its nomineeAgency, and no Certificate Owner Certificateholder will receive a definitive certificate Definitive Certificate (as defined below) representing such Certificate Owner’s Certificateholder's interest in the Investor Certificates, except as provided in Section 6.124.10. Unless and until definitive, fully registered Investor Certificates (“"Definitive Certificates”") have been issued to the applicable Certificate Owners Certificateholder pursuant to Section 6.12 or as otherwise specified in any such Supplement4.10.:
(a) the provisions of this Section shall be in full force and effect;
(b) the Sellers, the Servicer Depositor and the Owner Trustee may deal with the Clearing Agency and the Clearing Agency Participants Participant for all purposes (including the making of distributionsdistributions in respect of the Certificates) as the authorized representatives of the respective Certificate OwnersCertificateholders;
(c) to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control; and;
(d) the rights of the respective Certificate Owners Certificateholders shall be exercised only through the Clearing Agency and the Clearing Agency Participants participants and shall be limited to those established by law and agreements between such Certificate Owners Certificateholders and the Clearing Agency and/or the Clearing Agency Participants. Pursuant Participants pursuant to the Depository Agreement, unless . Unless and until Definitive Certificates are issued pursuant to Section 6.124.10, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal principle and interest and any other amounts on the related Investor Certificates to such Clearing Agency Participants. For purposes of any provision of ; and
(e) whenever this Agreement requiring agreement requires or permitting permits actions to be taken with the consent of, or at the direction of, Investor Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount of Investor Outstanding Certificates, such direction or consent may be given by Certificate Owners (acting through the Clearing Agency and shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Certificateholders and/or Clearing Agency Participants) Participants owning Investor Certificates evidencing the requisite or representing, respectively, such required percentage of the beneficial interest in the principal amount of Investor CertificatesCertificates and has delivered instructions to the Owner Trustee.
Appears in 1 contract
Book-Entry Certificates. Unless otherwise specified provided in the any related Supplement for any Series or ClassSupplement, the Investor Certificates, upon original issuance, shall will be issued in the form of one or more the requisite number of typewritten Investor Certificates representing the Book-Entry Certificates, to be delivered to The Depository Trust Company, which shall be the initial Clearing Agency, by, or on behalf of, the SellersTransferor. The Investor Certificates shall initially be registered on the Certificate Register in the name of CEDE & Co., the nominee of the initial Clearing Agency or its nomineeAgency, and no Certificate Owner will receive a definitive certificate representing such Certificate Owner’s 's interest in the Investor Certificates, except as provided in Section 6.126.13. Unless and until definitive, fully registered Investor Certificates (“the "Definitive Certificates”") have been issued to the applicable Certificate Owners pursuant to Section 6.12 or as otherwise specified in any such Supplement6.13:
(ai) the provisions provision of this Section 6.11 shall be in full force and effect;
(bii) the SellersTransferor, the Servicer Servicer, the Paying Agent, the Transfer Agent and Registrar and the Trustee may deal with the Clearing Agency and the Clearing Agency Participants for all purposes (including the making of distributionsdistributions on the Investor Certificates) as the authorized representatives of the respective Certificate Owners, and, absent gross negligence or willful misconduct on its part, the Transferor, the Servicer, the Paying Agent, the Transfer Agent and Registrar and the Trustee shall have no responsibility or liability for any aspect of the records pertaining to, or the making of any distribution to, the Clearing Agency Participants or the Certificate Owners;
(ciii) to the extent that the provisions of this Section 6.11 conflict with any other provisions of this Agreement, the provisions of this Section 6.11 shall control; and;
(div) the rights of the respective Certificate Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants 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. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.126.13, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the related Investor Certificates to such Clearing Agency Participants. For purposes of any provision of ; 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, Investor Certificateholders evidencing directions of a specified percentage of the aggregate unpaid principal amount Invested Amount of Investor Certificatesany or all Series of Certificates outstanding, such direction or consent may be given by Certificate Owners (acting through the Clearing Agency and 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) Participants owning Investor Certificates evidencing the requisite or representing, respectively, such required percentage of principal amount of the beneficial interest in Investor Certificates.
Appears in 1 contract
Sources: Master Pooling and Servicing Agreement (Fnanb Credit Card Master Trust)
Book-Entry Certificates. Unless otherwise specified in the related Supplement for any Series or Class, the Investor Certificates, upon original issuance, shall be issued in the form of one or more typewritten Investor Certificates representing the Book-Entry Certificates, to be delivered to the Clearing AgencyDepository, by, or on behalf of, the SellersDepositor. The Investor Certificates shall initially be registered on the Certificate Register in the name of the Clearing Agency Depository or its nominee, and no Certificate Owner will receive a definitive certificate representing such Certificate Owner’s 's interest in the Investor Certificates, except as provided in Section 6.126.10 hereof. Unless and until definitive, fully registered Investor Certificates (“"Definitive Certificates”") have been issued to the applicable Certificate Owners pursuant to Section 6.12 6.10 hereof or as otherwise specified in any such Supplement:
(a) the provisions of this Section 6.08 shall be in full force and effect;
(b) the SellersDepositor, the Servicer and the Trustee may deal with the Clearing Agency Depository and the Clearing Agency Depository Participants for all purposes (including the making of distributions) as the authorized representatives of the respective Certificate Owners;
(c) to the extent that the provisions of this Section 6.08 conflict with any other provisions of this Agreement, the provisions of this Section 6.08 shall control; and
(d) the rights of the respective Certificate Owners shall be exercised only through the Clearing Agency Depository and the Clearing Agency Depository Participants and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency Depository and/or the Clearing Agency Depository Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.126.10 hereof, the Clearing Agency Depository will make book-entry transfers among the Clearing Agency Depository Participants and receive and transmit distributions of principal and interest on the related Investor Certificates to such Clearing Agency Depository Participants. 'SS' 6.08 For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Investor Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount of Investor Certificates, such direction or consent may be given by Certificate Owners (acting through the Clearing Agency Depository and the Clearing Agency Depository Participants) owning Investor Certificates evidencing the requisite percentage of principal amount of Investor Certificates.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Bombardier Receivables Master Trust I)
Book-Entry Certificates. Unless otherwise specified in the related Supplement for any Series or Class, the Investor Certificates, upon original issuance, shall be issued in the form of one or more typewritten Investor Certificates representing the Book-Entry Certificates, to be delivered to the Clearing Agency, by, or on behalf of, the SellersTransferor. The Investor Certificates shall initially be registered on the Certificate Register in the name of the Clearing Agency or its nominee, and no Certificate Owner will receive a definitive certificate representing such Certificate Owner’s 's interest in the Investor Certificates, except as provided in Section 6.12. Unless and until definitive, fully registered Investor Certificates (“"Definitive Certificates”") have been issued to the applicable Certificate Owners pursuant to Section 6.12 or as otherwise specified in any such Supplement:
(a) the provisions of this Section 6.10 shall be in full force and effect;
(b) the SellersTransferor, the Servicer and the Trustee may deal with the Clearing Agency and the Clearing Agency Participants for all purposes (including the making of distributions) as the authorized representatives of the respective Certificate Owners;
(c) to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section 6.10 shall control; and
(d) the rights of the respective Certificate Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency and/or or the Clearing Agency Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.12, the Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the related Investor Certificates to such Clearing Agency Participants. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Investor Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount of Investor Certificates, such direction or consent may be given by Certificate Owners (acting through the Clearing Agency and the Clearing Agency Participants) owning Investor Certificates evidencing the requisite percentage of principal amount of Investor Certificates.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Target Receivables Corp)
Book-Entry Certificates. Unless otherwise specified in the related Supplement for any Series or Class, the Investor Certificates, upon original issuance, shall be issued in the form of one or more typewritten Investor Certificates representing the Book-Entry Certificates, to be delivered to the Clearing AgencyDepository, by, or on behalf of, the SellersSeller. The Investor Certificates shall initially be registered on the Certificate Register in the name of the Clearing Agency Depository or its nominee, and no Certificate Owner will shall receive a definitive physical certificate representing such Certificate Owner’s 's interest in the Investor Certificates, except as provided in Section 6.126.10. Unless and until definitivecertificated, fully registered Investor Certificates (“"Definitive Certificates”") have been issued to the applicable Certificate Owners pursuant to Section 6.12 6.10 or as otherwise specified in any such Supplement:
(a) the provisions pr3ovisions of this Section shall be in full force and effect;
(b) the SellersSeller, the Servicer and the Trustee may deal with the Clearing Agency Depository and the Clearing Agency Depository Participants for all purposes (including the making of distributions) as the authorized representatives of the respective Certificate Owners;
(c) to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control; and
(d) the rights of the respective Certificate Owners shall be exercised only through the Clearing Agency Depository and the Clearing Agency Depository Participants and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency Depository and/or the Clearing Agency Depository Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.126.10, the Clearing Agency will Depository shall make book-entry transfers among the Clearing Agency Depository Participants and receive and transmit distributions of principal and interest on the related Investor Certificates to such Clearing Agency Depository Participants. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Investor Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount of Investor Certificates, such direction or consent may be given by Certificate Owners (acting through the Clearing Agency Depository and the Clearing Agency Depository Participants) owning Investor Certificates evidencing the requisite percentage of principal amount of Investor Certificates.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Distribution Financial Services Floorplan Master Trust)
Book-Entry Certificates. Unless otherwise specified in the related Supplement for any Series or Class, the Investor Certificates, upon original issuance, shall be issued in the form of one or more typewritten Investor Certificates representing the Book-Entry Certificates, to be delivered to the Clearing Agency, by, or on behalf of, the SellersTransferor. The Investor Certificates shall initially be registered on the Certificate Register in the name of the Clearing Agency or its nominee, and no Certificate Owner will receive a definitive certificate representing such Certificate Owner’s interest in the Investor Certificates, except as provided in Section 6.12. Unless and until definitive, fully registered Investor Certificates (“Definitive Certificates”) have been issued to the applicable Certificate Owners pursuant to Section 6.12 or as otherwise specified in any such Supplement:
(a) the provisions of this Section 6.10 shall be in full force and effect;
(b) the SellersTransferor, the Servicer and the Trustee may deal with the Clearing Agency and the Clearing Agency Participants for all purposes (including the making of distributions) as the authorized representatives of the respective Certificate Owners;
(c) to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section 6.10 shall control; and
(d) the rights of the respective Certificate Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency and/or or the Clearing Agency Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.12, the Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the related Investor Certificates to such Clearing Agency Participants. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Investor Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount of Investor Certificates, such direction or consent may be given by Certificate Owners (acting through the Clearing Agency and the Clearing Agency Participants) owning Investor Certificates evidencing the requisite percentage of principal amount of Investor Certificates.
Appears in 1 contract
Book-Entry Certificates. Unless otherwise specified in the related Supplement for any Series or Class, the Investor The Class A Certificates and Class I Certificates, upon original issuance, shall be issued in the form of one or more typewritten Investor Certificates representing the Book-Entry Certificates, to be delivered to The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the SellersDepositor. The Investor Class A Certificates and Class I Certificates, shall initially be registered on the Certificate Register in the name of Cede & Co., the nominee of the Clearing Agency or its nomineeAgency, and no Certificate Owner will receive a definitive certificate Certificate representing such Certificate Owner’s 's interest in the Investor Certificates, except as provided in Section 6.1211.10. Unless and until definitive, fully registered Investor Certificates (“"Definitive Certificates”") have been issued to the applicable Certificate Owners pursuant to Section 6.12 or as otherwise specified in any such Supplement11.10:
(ai) the provisions of this Section 11.08 shall be in full force and effect;
(bii) the SellersDepositor, the Servicer and the Trustee may deal with the Clearing Agency and the Clearing Agency Participants for all purposes (including the making of distributionsdistributions on the Certificates) as the authorized representatives of the respective Certificate Owners (requests and directions from, and votes of, such representatives shall not be considered inconsistent if they are made with respect to different Certificate Owners);
(ciii) to the extent that the provisions of this Section 11.08 conflict with any other provisions of this Agreement, the provisions of this Section 11.08 shall control; and
(div) the rights of the respective Certificate Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants 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. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.1211.10, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the related Investor Certificates to such Clearing Agency Participants. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Investor Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount of Investor Certificates, such direction or consent may be given by Certificate Owners (acting through the Clearing Agency and the Clearing Agency Participants) owning Investor Certificates evidencing the requisite percentage of principal amount of Investor Certificates.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Bay View Securitization Corp)
Book-Entry Certificates. Unless otherwise specified in The Regular Certificates (other than the related Supplement for any Series or Class, the Investor Class P and Class IO Certificates), upon original issuance, shall be issued in the form of one or more typewritten Investor Certificates representing the Book-Entry Certificates, to be delivered to the Clearing Agency, by, Depository by or on behalf of, of the SellersDepositor. The Investor Such Certificates shall initially be registered on the Certificate Register in the name of the Clearing Agency Depository or its nominee, and no Certificate Owner of such Certificates will receive a definitive certificate representing such Certificate Owner’s 's interest in the Investor such Certificates, except as provided in Section 6.125.08. Unless and until definitive, fully registered Investor Certificates (“"Definitive Certificates”") have been issued to the applicable Certificate Owners of such Certificates pursuant to Section 6.12 or as otherwise specified in any such Supplement5.08:
(a) the provisions of this Section shall be in full force and effect;
(b) the SellersDepositor, the Certificate Insurer, the Master Servicer and the Trustee may deal with the Clearing Agency Depository and the Clearing Agency Depository Participants for all purposes (including the making of distributions) as the authorized representatives representative of the respective Certificate OwnersOwners of such Certificates;
(c) registration of the Book-Entry Certificates may not be transferred by the Trustee except to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control; andanother Depository;
(d) the rights of the respective Certificate Owners of such Certificates shall be exercised only through the Clearing Agency Depository and the Clearing Agency Depository Participants and shall be limited to those established by law and agreements between the Owners of such Certificate Owners Certificates and the Clearing Agency Depository and/or the Clearing Agency Depository Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.125.08, the Clearing Agency Depository will make book-entry transfers among the Clearing Agency Depository Participants and receive and transmit distributions of principal and interest on the related Investor Certificates to such Clearing Agency Depository Participants. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Investor Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount of Investor Certificates, such direction or consent may be given by Certificate Owners (acting through the Clearing Agency and the Clearing Agency Participants) owning Investor Certificates evidencing the requisite percentage of principal amount of Investor Certificates.;
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Bear Stearns Asset Backed Sec Inc Asset Back Cert Ser 2000-1)
Book-Entry Certificates. Unless otherwise specified in ----------------------- the related Supplement for any Series or Class, the Investor Certificates, upon original issuance, shall be issued in the form of one or more typewritten Investor Certificates representing the Book-Entry Certificates, to be delivered to the Clearing AgencyDepository, by, or on behalf of, the SellersTransferor. The Investor Certificates shall initially be registered on the Certificate Register in the name of the Clearing Agency Depository or its nominee, and no Certificate Owner will receive a definitive certificate representing such Certificate Owner’s 's interest in the Investor Certificates, except as provided in Section 6.126.10. Unless and until definitive, fully registered Investor Certificates (“"Definitive Certificates”") have been issued to the applicable Certificate ----------------------- Owners pursuant to Section 6.12 6.10 or as otherwise specified in any such Supplement:
(a) the provisions of this Section shall be in full force and effect;
(b) the SellersTransferor, the Master Servicer and the Trustee may deal with the Clearing Agency Depository and the Clearing Agency Depository Participants for all purposes (including the making of distributions) as the authorized representatives of the respective Certificate Owners;
(c) to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control; and
(d) the rights of the respective Certificate Owners shall be exercised only through the Clearing Agency Depository and the Clearing Agency Depository Participants and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency Depository and/or the Clearing Agency Depository Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.126.10, the Clearing Agency Depository will make book-entry transfers among the Clearing Agency Depository Participants and receive and transmit distributions of principal and interest on the related Investor Certificates to such Clearing Agency Depository Participants. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Investor Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount of Investor Certificates, such direction or consent may be given by Certificate Owners (acting through the Clearing Agency Depository and the Clearing Agency Depository Participants) owning Investor Certificates evidencing the requisite percentage of principal amount of Investor Certificates.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Ford Credit Auto Receivables LLC)
Book-Entry Certificates. Unless otherwise specified in the related Supplement for any Series or Class, the Investor (a) Each class of Book-Entry Certificates, upon original issuance, shall be issued in the form of one or more typewritten Investor Certificates representing the Book-Entry Certificates, to be delivered to DTC, the initial Clearing Agency, by, or on behalf of, the SellersSeller. The Investor Book-Entry Certificates shall initially be registered on the Certificate Register in the name of the Clearing Agency or its nomineenominee of DTC, and no Certificate Owner Beneficial Holder will receive a definitive certificate representing such Certificate Owner’s Beneficial Holder's interest in the Investor Book-Entry Certificates, except as provided in Section 6.126.09. Unless and until definitive, fully registered Investor Definitive Certificates (“Definitive Certificates”) have been issued to the applicable Certificate Owners Beneficial Holders pursuant to Section 6.12 or as otherwise specified in any such Supplement6.09:
(ai) the provisions of this Section 6.07 shall be in full force and effecteffect with respect to such Book-Entry Certificates;
(bii) the Sellers, the Servicer Seller and the Trustee may deal with the Clearing Agency and the Clearing Agency Participants for all purposes with respect to such Book-Entry Certificates (including the making of distributionsdistributions on such Certificates) as the authorized representatives sole Holder of the respective Certificate Ownerssuch Certificates;
(ciii) to the extent that the provisions of this Section 6.07 conflict with any other provisions of this Agreement, the provisions of this Section 6.07 shall control; and;
(div) the rights of the respective Certificate Owners Beneficial Holders of such Book-Entry Certificates shall be exercised only through the Clearing Agency and the Clearing Agency Participants and shall be limited to those established by law and agreements between such Certificate Owners Beneficial Holders and the Clearing Agency and/or the Clearing Agency Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.126.09, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the related Investor Certificates to such Clearing Agency Participants. ; and
(v) any transferee of a beneficial interest in a Restricted Certificate in the form of a Book-Entry Certificate will be deemed to have made one of the representations set forth in Exhibit H hereto and if any purported transferee shall become a registered Holder of a Restricted Certificate in violation of such representations, then the last preceding qualified transferee shall be deemed restored to all rights as Holder thereof retroactive to the date of such transfer of such Restricted Certificate.
(b) For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Investor Certificateholders Holders of each Class of such Book-Entry Certificates evidencing a specified percentage of the aggregate unpaid principal amount of Investor such Certificates, such direction or consent may be given by Certificate Owners (acting through the Clearing Agency and at the Clearing Agency Participants) direction of Beneficial Holders owning Investor such Certificates evidencing the requisite percentage of principal amount of Investor such Certificates. The Clearing Agency may take conflicting actions with respect to each Class of such Book-Entry Certificates to the extent that such actions are taken on behalf of the Beneficial Holders.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Structured Asset Mortgage Investments Inc)
Book-Entry Certificates. Unless otherwise specified in the related Supplement for any Series or Class, the Investor Certificates, upon original issuance, shall be issued in the form of one or more typewritten or word-processing system produced Investor Certificates representing the Book-Entry Certificates, to be delivered to the Clearing Agency, by, or on behalf of, the SellersTransferor. The Investor Certificates shall initially be registered on the Certificate Register in the name of the Clearing Agency or its nominee, and no Certificate Owner will receive a definitive certificate representing such Certificate Owner’s 's interest in the Investor Certificates, except as provided in Section 6.12. Unless and until definitive, fully registered Investor Certificates (“"Definitive Certificates”") have been issued to the applicable Certificate Owners pursuant to Section 6.12 or as otherwise specified in any such Supplement:
(a) the provisions of this Section shall be in full force and effect;
(b) the SellersTransferor, the Servicer and the Trustee may deal with the Clearing Agency and the Clearing Agency Participants for all purposes (including the making of distributions) as the authorized representatives of the respective Certificate Owners;
(c) to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control; and
(d) the rights of the respective Certificate Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency and/or or the Clearing Agency Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.12, the Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the related Investor Certificates to such Clearing Agency Participants. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Investor Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount of Investor Certificates, such direction or consent may be given by Certificate Owners (acting through the Clearing Agency and the Clearing Agency Participants) owning Investor Certificates evidencing the requisite percentage of principal amount of Investor Certificates.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Travelers Bank Credit Card Master Trust I)
Book-Entry Certificates. Unless otherwise specified in The Regular Certificates (other than the related Supplement for any Series or Class, the Investor Class B-IO Certificates), upon original issuance, shall be issued in the form of one or more typewritten Investor Certificates representing the Book-Entry Certificates, to be delivered to the Clearing Agency, by, Depository or its agent by or on behalf of, of the SellersDepositor. The Investor Such Certificates shall initially be registered on the Certificate Register in the name of the Clearing Agency Depository or its nominee, and no Certificate Owner of such Certificates will receive a definitive certificate representing such Certificate Owner’s 's interest in the Investor such Certificates, except as provided in Section 6.126.08. Unless and until definitive, fully registered Investor Certificates (“"Definitive Certificates”") have been issued to the applicable Certificate Owners of such Certificates pursuant to Section 6.12 or as otherwise specified in any such Supplement6.08:
(a) the provisions of this Section shall be in full force and effect;
(b) the Sellers, the Servicer Depositor and the Trustee may deal with the Clearing Agency Depository and the Clearing Agency Depository Participants for all purposes (including the making of distributions) as the authorized representatives representative of the respective Certificate OwnersOwners of such Certificates;
(c) registration of the Book-Entry Certificates may not be transferred by the 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 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; and
(d) the rights of the respective Certificate Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants 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. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.12, the Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the related Investor Certificates to such Clearing Agency Participants. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Investor Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount of Investor any Class of Certificates, such direction or consent may be given by Certificate Owners (acting through the Clearing Agency Depository and the Clearing Agency Depository Participants) owning Investor Book-Entry Certificates evidencing the requisite percentage of principal amount of Investor such Class of Certificates.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Bear Stearns Asset Backed Securities Inc)
Book-Entry Certificates. Unless otherwise specified in the related Supplement for any Series or Class, the Investor Certificates, upon original issuance, shall be issued in the form of one or more typewritten Investor Certificates representing the Book-Entry Certificates, to be delivered to the Clearing AgencyDepository, by, or on behalf of, the SellersSeller. The Investor Certificates shall initially be registered on the Certificate Register in the name of the Clearing Agency Depository or its nominee, and no Certificate Owner will shall receive a definitive physical certificate representing such Certificate Owner’s 's interest in the Investor Certificates, except as provided in Section 6.126.10. Unless and until definitivecertificated, fully registered Investor Certificates (“"Definitive Certificates”") have been issued to the applicable Certificate Owners pursuant to Section 6.12 6.10 or as otherwise specified in any such Supplement:
(a) the provisions of this Section shall be in full force and effect;
(b) the SellersSeller, the Servicer and the Trustee may deal with the Clearing Agency Depository and the Clearing Agency Depository Participants for all purposes (including the making of distributions) as the authorized representatives of the respective Certificate Owners;
(c) to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control; and
(d) the rights of the respective Certificate Owners shall be exercised only through the Clearing Agency Depository and the Clearing Agency Depository Participants and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency Depository and/or the Clearing Agency Depository Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.126.10, the Clearing Agency will Depository shall make book-entry transfers among the Clearing Agency Depository Participants and receive and transmit distributions of principal and interest on the related Investor Certificates to such Clearing Agency Depository Participants. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Investor Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount of Investor Certificates, such direction or consent may be given by Certificate Owners (acting through the Clearing Agency Depository and the Clearing Agency Depository Participants) owning Investor Certificates evidencing the requisite percentage of principal amount of Investor Certificates.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (CDF Funding, Inc.)
Book-Entry Certificates. Unless otherwise specified in the related Supplement for any Series or Class, the Investor Certificates, upon original issuance, shall be issued in the form of one or more typewritten Investor Certificates representing the Book-Entry Certificates, to be delivered to the Clearing AgencyDepository, by, or on behalf of, the SellersSeller. The Investor Certificates shall initially be registered on the Certificate Register in the name of the Clearing Agency Depository or its nominee, and no Certificate Owner will receive a definitive certificate representing such Certificate Owner’s 's interest in the Investor Certificates, except as provided in Section 6.126.10. Unless and until definitive, fully registered Investor Certificates (“"Definitive Certificates”") have been issued to the applicable Certificate Owners pursuant to Section 6.12 6.10 or as otherwise specified in any such Supplement:
(a) the provisions of this Section shall be in full force and effect;
(b) the SellersSeller, the Servicer and the Trustee may deal with the Clearing Agency Depository and the Clearing Agency Depository Participants for all purposes (including the making of distributions) as the authorized representatives of the respective Certificate Owners;
(c) to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control; and
(d) the rights of the respective Certificate Owners shall be exercised only through the Clearing Agency Depository and the Clearing Agency Depository Participants and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency Depository and/or the Clearing Agency Depository Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.126.10, the Clearing Agency Depository will make book-entry transfers among the Clearing Agency Depository Participants and receive and transmit distributions of principal and interest on the related Investor Certificates to such Clearing Agency Depository Participants. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Investor Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount of Investor Certificates, such direction or consent may be given by Certificate Owners (acting through the Clearing Agency Depository and the Clearing Agency Depository Participants) owning Investor Certificates evidencing the requisite percentage of principal amount of Investor Certificates.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Deutsche Floorplan Receivables L P)
Book-Entry Certificates. Unless otherwise specified in the related Supplement for any Series or Class, the Investor The Certificates, upon original issuance, shall will be issued in the form of one a typewritten Certificate or more typewritten Investor Certificates representing the Book-Book Entry Certificates, to be delivered to The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the SellersTrust Estate. The Investor Such Certificates shall initially be registered on the Certificate Register in the name of Cede & Co., the nominee of the initial Clearing Agency or its nomineeAgency, and no Certificate Owner will receive a definitive certificate Definitive Certificate representing such Certificate Owner’s 's interest in the Investor such Certificates, except as provided in Section 6.124.10 hereof. Unless and until definitive, fully registered Investor Definitive Certificates (“Definitive Certificates”) have been issued to the applicable Certificate Owners pursuant to Section 6.12 or as otherwise specified in any such Supplement4.10:
(ai) the provisions of this Section shall be in full force and effect;
(bii) the Sellers, the Servicer certificate registrar and the Trustee may shall be entitled to deal with the Clearing Agency and the Clearing Agency 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 representatives sole Holder of the respective such Certificates, and shall have no obligation to such Certificate Owners;
(ciii) to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control; and;
(div) the rights of the respective such Certificate Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants 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. Pursuant Participants and, pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.124.10, the initial Clearing Agency will make book-book entry transfers among the Clearing Agency Participants and receive and transmit distributions payments of principal of and interest on the related Investor such Certificates to such Clearing Agency Participants. For purposes of any provision of ; 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, Investor Certificateholders directions of Holders of Certificates evidencing a specified percentage of the aggregate unpaid principal amount of Investor CertificatesPercentage Interest in the Trust, such direction or consent may be given by Certificate Owners (acting through the Clearing Agency and shall be deemed to represent such percentage only to the extent that it has (i) received instructions to such effect from Certificate Owners and/or Clearing Agency Participants) Participants owning Investor Certificates evidencing the requisite or representing, respectively, such required percentage of principal amount of Investor Certificatesthe beneficial interest in such Certificates and (ii) has delivered such instructions to the Trustee.
Appears in 1 contract
Book-Entry Certificates. Unless otherwise specified in The Regular Certificates (other than the related Supplement for any Series or Class, the Investor Class B-IO Certificates), upon original issuance, shall be issued in the form of one or more typewritten Investor Certificates representing the Book-Entry Certificates, to be delivered to the Clearing Agency, by, Depository by or on behalf of, of the SellersDepositor. The Investor Such Certificates shall initially be registered on the Certificate Register in the name of the Clearing Agency Depository or its nominee, and no Certificate Owner of such Certificates will receive a definitive certificate representing such Certificate Owner’s interest in the Investor such Certificates, except as provided in Section 6.127.08. Unless and until definitive, fully registered Investor Certificates (“Definitive Certificates”) have been issued to the applicable Certificate Owners of such Certificates pursuant to Section 6.12 or as otherwise specified in any such Supplement7.08:
(a) the provisions of this Section shall be in full force and effect;
(b) the Sellers, the Servicer Depositor and the Trustee Securities Administrator may deal with the Clearing Agency Depository and the Clearing Agency Depository Participants for all purposes (including the making of distributions) as the authorized representatives representative of the respective Certificate OwnersOwners of such Certificates;
(c) registration of the Book-Entry Certificates may not be transferred by the Securities Administrator except to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control; andanother Depository;
(d) the rights of the respective Certificate Owners of such Certificates shall be exercised only through the Clearing Agency Depository and the Clearing Agency Depository Participants and shall be limited to those established by law and agreements between the Owners of such Certificate Owners Certificates and the Clearing Agency Depository and/or the Clearing Agency Depository Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.127.08, the Clearing Agency Depository will make book-entry transfers among the Clearing Agency Depository Participants and receive and transmit distributions of principal and interest on the related Investor Certificates to such Clearing Agency Depository Participants. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Investor Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount of Investor Certificates, such direction or consent may be given by Certificate Owners (acting through the Clearing Agency and the Clearing Agency Participants) owning Investor Certificates evidencing the requisite percentage of principal amount of Investor Certificates.;
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Bear Stearns Asset Backed Securities I Trust 2005-Cl1)
Book-Entry Certificates. Unless otherwise specified in The Regular Certificates (other than the related Supplement for any Series or Class, the Investor Class B-4 Certificates and Class C Certificates), upon original issuance, shall be issued in the form of one or more typewritten Investor Certificates representing the Book-Entry Certificates, to be delivered to the Clearing Agency, by, Depository by or on behalf of, of the SellersDepositor. The Investor Such Certificates shall initially be registered on the Certificate Register in the name of the Clearing Agency Depository or its nominee, and no Certificate Owner of such Certificates will receive a definitive certificate representing such Certificate Owner’s interest in the Investor such Certificates, except as provided in Section 6.126.08. Unless and until definitive, fully registered Investor Certificates (“Definitive Certificates”) have been issued to the applicable Certificate Owners of such Certificates pursuant to Section 6.12 or as otherwise specified in any such Supplement6.08:
(a) the provisions of this Section shall be in full force and effect;
(b) the Sellers, the Servicer Depositor and the Trustee may deal with the Clearing Agency Depository and the Clearing Agency Depository Participants for all purposes (including the making of distributions) as the authorized representatives representative of the respective Certificate OwnersOwners of such Certificates;
(c) registration of the Book-Entry Certificates may not be transferred by the 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 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; and
(d) the rights of the respective Certificate Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants 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. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.12, the Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the related Investor Certificates to such Clearing Agency Participants. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Investor Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount of Investor any Class of Certificates, such direction or consent may be given by Certificate Owners (acting through the Clearing Agency Depository and the Clearing Agency Depository Participants) owning Investor Book-Entry Certificates evidencing the requisite percentage of principal amount of Investor 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 1 contract
Sources: Pooling and Servicing Agreement (Saco I Trust, 2005-6)
Book-Entry Certificates. Unless otherwise specified in the related Supplement for any Series or Class, the Investor The Certificates, upon original issuanceissuance (except for the Residual Certificate), shall will be issued in the form of one or more typewritten Investor global Certificates representing registered in the Book-Entry Certificatesname of the nominee of The Depository Trust Company, to be delivered to the initial Clearing Agency, by, by or on behalf of, of the SellersDepositor. The Investor Certificates delivered to The Depository Trust Company shall initially be registered on the Certificate Register in the name of CEDE & CO., the nominee of the initial Clearing Agency or its nomineeAgency, and no Certificate Owner will receive a definitive physical certificate representing such Certificate Owner’s 's interest in the Investor Certificates, except as provided in Section 6.1215.10. Unless and until definitive, fully registered Investor Certificates (“the "Definitive Certificates”") have been issued to the applicable Certificate Owners pursuant to Section 6.12 or as otherwise specified in any such Supplement15.10:
(ai) the provisions of this Section 15.8 shall be in full force and effect;
(bii) the SellersDepositor, the Servicer Servicer, the Certificate Registrar and the Trustee may deal with the Clearing Agency and the Clearing Agency Participants for all purposes (including the making of distributionsdistributions on the Certificates) as the authorized representatives representative of the respective Certificate Owners;
(ciii) to the extent that the provisions of this Section 15.8 conflict with any other provisions of this the Agreement, the provisions of this Section 15.8 shall control; and;
(div) the rights of the respective Certificate Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants 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. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.1215.10, the initial Clearing -35- 53 Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the related Investor Certificates to such Clearing Agency Participants. For purposes ; and
(v) whenever the Agreement requires or permits actions to be taken based upon instructions or directions of any provision Holders of this Agreement requiring or permitting actions with the consent of, or at the direction of, Investor Certificateholders Certificates evidencing a specified percentage of the aggregate unpaid principal amount of Investor Certificates, such direction or consent may be given by Certificate Owners (acting through Pool Balance the Clearing Agency will take such actions with respect to specified percentages of the Pool Balance only at the direction of and the on behalf of Clearing Agency Participants) owning Investor Certificates evidencing Participants whose holdings include undivided interests that satisfy such specified percentages. DTC may take conflicting actions with respect to other undivided interests to the requisite percentage extent that such actions are taken on behalf of principal amount of Investor CertificatesClearing Agency Participants whose holdings include such undivided interests.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Nationscredit Grantor Trust 1997-1)
Book-Entry Certificates. Unless otherwise specified in the related Supplement for any Series or Class, the Investor Certificates, upon original issuance, shall be issued in the form of one or more typewritten Investor Certificates representing the Book-Entry Certificates, to be delivered to the Clearing Agency, by, or on behalf of, the SellersTransferors. The Investor Certificates shall initially be registered on the Certificate Register in the name of the Clearing Agency or its nominee, and no Certificate Owner will receive a definitive certificate representing such Certificate Owner’s 's interest in the Investor Certificates, except as provided in Section 6.12. Unless and until definitive, fully registered Investor Certificates (“"Definitive Certificates”") have been issued to the applicable Certificate Owners pursuant to Section 6.12 or as otherwise specified in any such Supplement:
(a) the provisions of this Section shall be in full force and effect;
(b) the SellersTransferors, the Servicer and the Trustee may deal with the Clearing Agency and the Clearing Agency Participants for all purposes (including the making of distributions) as the authorized representatives of the respective Certificate Owners;
(c) to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control; and
(d) the rights of the respective Certificate Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency and/or or the Clearing Agency Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.12, the Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the related Investor Certificates to such Clearing Agency Participants. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Investor Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount of Investor Certificates, such direction or consent may be given by Certificate Owners (acting through the Clearing Agency and the Clearing Agency Participants) owning Investor Certificates evidencing the requisite percentage of principal amount of Investor Certificates.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Fleet Credit Card Master Trust Ii)
Book-Entry Certificates. Unless otherwise specified in the related Supplement for any Series or Class, the Investor Certificates, upon original issuance, shall be issued in the form of one or more typewritten Investor Certificates representing the Book-Entry Certificates, to be delivered to the Clearing Agency, by, or on behalf of, the Sellers. The Investor Certificates shall initially be registered on the Certificate Register in the name of the Clearing Agency or its nominee, and no Certificate Owner will receive a definitive certificate representing such Certificate Owner’s 's interest in the Investor Certificates, except as provided in Section 6.12. Unless and until definitive, fully registered Investor Certificates (“"Definitive Certificates”") have 52 been issued to the applicable Certificate Owners pursuant to Section 6.12 or as otherwise specified in any such Supplement:
(a) the provisions of this Section shall be in full force and effect;
(b) the Sellers, the Servicer and the Trustee may deal with the Clearing Agency and the Clearing Agency Participants for all purposes (including the making of distributions) as the authorized representatives of the respective Certificate Owners;
(c) to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control; and
(d) the rights of the respective Certificate Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants 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. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.12, the Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the related Investor Certificates to such Clearing Agency Participants. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Investor Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount of Investor Certificates, such direction or consent may be given by Certificate Owners (acting through the Clearing Agency and the Clearing Agency Participants) owning Investor Certificates evidencing the requisite percentage of principal amount of Investor Certificates.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Citibank South Dakota N A)
Book-Entry Certificates. Unless otherwise specified in the related Supplement for any Series or Class, the Investor The Trust Certificates, upon original issuance, shall will be issued in the form of one a typewritten Trust Certificate or more typewritten Investor Trust Certificates representing the Book-Entry Certificates, to be delivered to The Depository Trust Company, the initial Clearing Agency, by, or on behalf of, the SellersTrust; provided, however, that one Definitive Trust Certificate may be issued to the Depositor pursuant to Section 3.10. The Investor Such Trust Certificate or Trust Certificates shall initially be registered on the Certificate Register in the name of Cede & Co., the nominee of the initial Clearing Agency or its nomineeAgency, and no Certificate Owner will receive a definitive certificate Trust Certificate representing such Certificate Owner’s 's interest in the Investor Certificatessuch Trust Certificate, except as provided in Section 6.123.13. Unless and until definitive, fully registered Investor Trust Certificates (“the "Definitive Trust Certificates”") have been issued to the applicable Certificate Owners pursuant to Section 6.12 or as otherwise specified in any such Supplement3.13:
(a) the The provisions of this Section shall be in full force and effect;
(b) the Sellers, the Servicer The Certificate Registrar and the Owner Trustee may shall be entitled to deal with the Clearing Agency and the Clearing Agency Participants for all purposes of this Agreement (including the making payment of distributionsprincipal of and interest on the Trust Certificates and the giving of instructions or directions hereunder) as the authorized representatives sole Holder of the respective Trust Certificates and shall have no obligation to the Certificate Owners;
(c) to To the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control; and;
(d) the The rights of the respective Certificate Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants 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. Pursuant to the Certificate Depository Agreement, unless and until Definitive Trust Certificates are issued pursuant to Section 6.123.13, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions payments of principal of and interest on the related Investor Trust Certificates to such Clearing Agency Participants. For purposes of any provision of ; 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, Investor Certificateholders directions of Holders of Trust Certificates evidencing a specified percentage of the aggregate unpaid principal amount of Investor CertificatesCertificate Balance, such direction or consent may be given by Certificate Owners (acting through the Clearing Agency and 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) Participants owning Investor Certificates evidencing the requisite or representing, respectively, such required percentage of principal amount of Investor Certificatesthe beneficial interest in the Trust Certificates and has delivered such instructions to the Owner Trustee.
Appears in 1 contract
Sources: Trust Agreement (Deutsche Recreational Asset Funding Corp)
Book-Entry Certificates. Unless otherwise specified in the related Supplement for any Series or Class, the Investor The Certificates, upon original issuanceissuance (except for the Residual Certificate), shall will be issued in the form of one or more typewritten Investor global Certificates representing registered in the Book-Entry Certificatesname of the nominee of The Depository Trust Company, to be delivered to the initial Clearing Agency, by, by or on behalf of, of the SellersDepositor. The Investor Certificates delivered to The Depository Trust Company shall initially be registered on the Certificate Register in the name of CEDE & CO., the nominee of the initial Clearing Agency or its nomineeAgency, and no Certificate Owner will receive a definitive physical certificate representing such Certificate Owner’s 's interest in the Investor Certificates, except as provided in Section 6.1211.10. Unless and until definitive, fully registered Investor Certificates (“the "Definitive Certificates”") have been issued to the applicable Certificate Owners pursuant to Section 6.12 or as otherwise specified in any such Supplement11.10:
(ai) the provisions of this Section 11.8 shall be in full force and effect;
(bii) the SellersDepositor, the Servicer Servicer, the Certificate Registrar and the Trustee may deal with the Clearing Agency and the Clearing Agency Participants for all purposes (including the making of distributionsdistributions on the Certificates) as the authorized representatives representative of the respective Certificate Owners;
(ciii) to the extent that the provisions of this Section 11.8 conflict with any other provisions of this Agreement, the provisions of this Section 11.8 shall control; and;
(div) the rights of the respective Certificate Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants 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. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.1211.10, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the related Investor Certificates to such Clearing Agency Participants. For purposes of any provision of ; 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, Investor Certificateholders directions of Holders of Certificates evidencing a specified percentage of the aggregate unpaid principal amount of Investor Certificates, such direction or consent may be given by Certificate Owners (acting through Pool Balance the Clearing Agency will take such actions with respect to specified percentages of the Pool Balance only at the direction of and the on behalf of Clearing Agency Participants) owning Investor Certificates evidencing Participants whose holdings include undivided interests that satisfy such specified percentages. DTC may take conflicting actions with respect to other undivided interests to the requisite percentage extent that such actions are taken on behalf of principal amount of Investor CertificatesClearing Agency Participants whose holdings include such undivided interests.
Appears in 1 contract
Book-Entry Certificates. Unless otherwise specified speci- fied in the related Supplement for any Series or Class, the Investor Certificates, upon original issuance, shall be issued in the form of one or more typewritten Investor Certificates representing the Book-Entry Certificates, to be delivered to the Clearing Agency, by, or on behalf of, the SellersTransferor. The Investor Certificates shall initially be registered on the Certificate Register in the name of the Clearing Agency or its nominee, and no Certificate Owner will receive a definitive certificate representing such Certificate Owner’s 's interest in the Investor Certificates, except as provided in Section 6.12. Unless and until definitive, fully registered Investor Certificates (“"Definitive Certificates”") have been issued to the applicable Certificate Owners pursuant to Section 6.12 or as otherwise specified in any such Supplement:
(a) the provisions of this Section shall be in full force and effect;
(b) the SellersTransferor, the Servicer and the Trustee may deal with the Clearing Agency and the Clearing Agency Participants for all purposes (including the making of distributions) as the authorized representatives of the respective Certificate Owners;
(c) to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control; and
(d) the rights of the respective Certificate Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency and/or or the Clearing Agency Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.12, the Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the related Investor Certificates to such Clearing Agency Participants. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Investor Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount of Investor Certificates, such direction or consent may be given by Certificate Owners (acting Holders of Book-Entry Certificates only through the Clearing Agency and the Clearing Agency Participants) owning Investor Depositary with which such Certificates evidencing the requisite percentage of principal amount of Investor Certificateshave been deposited.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Pier 1 Imports Inc/De)
Book-Entry Certificates. Unless otherwise specified in the related Supplement for any Series or Class, the Investor (a) Each class of Book-Entry Certificates, upon original issuance, shall be issued in the form of one or more typewritten Investor Certificates representing the Book-Entry Certificates, to be delivered to DTC, the initial Clearing Agency, by, or on behalf of, the SellersDepositor. The Investor Book-Entry Certificates shall initially be registered on the Certificate Register in the name of the Clearing Agency or its nomineenominee of DTC, and no Certificate Owner Beneficial Holder will receive a definitive certificate representing such Certificate Owner’s Beneficial Holder's interest in the Investor Book-Entry Certificates, except as provided in Section 6.126.09. Unless and until definitive, fully registered Investor Definitive Certificates (“Definitive Certificates”) have been issued to the applicable Certificate Owners Beneficial Holders pursuant to Section 6.12 or as otherwise specified in any such Supplement6.09:
(ai) the provisions of this Section 6.07 shall be in full force and effecteffect with respect to such Book-Entry Certificates;
(bii) the Sellers, the Servicer Depositor and the Trustee may deal with the Clearing Agency and the Clearing Agency Participants for all purposes with respect to such Book-Entry Certificates (including the making of distributionsdistributions on such Certificates) as the authorized representatives sole Holder of the respective Certificate Ownerssuch Certificates;
(ciii) to the extent that the provisions of this Section 6.07 conflict with any other provisions of this Agreement, the provisions of this Section 6.07 shall control; and;
(div) the rights of the respective Certificate Owners Beneficial Holders of such Book-Entry Certificates shall be exercised only through the Clearing Agency and the Clearing Agency Participants and shall be limited to those established by law and agreements between such Certificate Owners Beneficial Holders and the Clearing Agency and/or the Clearing Agency Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.126.09, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the related Investor Certificates to such Clearing Agency Participants. ;
(v) any transferee of a beneficial interest in a Restricted Certificate in the form of a Book-Entry Certificate will be deemed to have made one of the representations set forth in Exhibit H hereto and if any purported transferee shall become a registered Holder of a Restricted Certificate in violation of such representations, then the last preceding qualified transferee shall be deemed restored to all rights as Holder thereof retroactive to the date of such transfer of such Restricted Certificate; and
(vi) any transferee of a beneficial interest in an ERISA-Restricted Certificate in the form of a Book-Entry Certificate will be deemed to have made one of the representations set forth in Exhibit I hereto, unless the Trustee has received an opinion of counsel referred to in Section 6.02(e) and if any purported transferee shall become a registered Holder of an ERISA-Restricted Certificate in violation of such representations, then the last preceding qualified transferee shall be deemed restored to all rights as Holder thereof retroactive to the date of such transfer of such ERISA-Restricted Certificate.
(b) For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Investor Certificateholders Holders of each Class of such Book-Entry Certificates evidencing a specified percentage of the aggregate unpaid principal amount of Investor such Certificates, such direction or consent may be given by Certificate Owners (acting through the Clearing Agency and at the Clearing Agency Participants) direction of Beneficial Holders owning Investor such Certificates evidencing the requisite percentage of principal amount of Investor such Certificates. The Clearing Agency may take conflicting actions with respect to each Class of such Book-Entry Certificates to the extent that such actions are taken on behalf of the Beneficial Holders.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Structured Asset Securities Corp)
Book-Entry Certificates. Unless otherwise specified in the related Supplement for any Series or Class, the Investor Certificates, upon original issuance, shall be issued in the form of one or more typewritten Investor Certificates representing the Book-Entry Certificates, to be delivered to the Clearing Agency, by, or on behalf of, the Sellers. The Investor Certificates shall initially be registered on the Certificate Register in the name of the Clearing Agency or its nominee, and no Certificate Owner will receive a definitive certificate 64 representing such Certificate Owner’s 's interest in the Investor Certificates, except as provided in Section 6.12. Unless and until definitive, fully registered Investor Certificates (“"Definitive Certificates”") have been issued to the applicable Certificate Owners pursuant to Section 6.12 or as otherwise specified in any such Supplement:
(a) : the provisions of this Section shall be in full force and effect;
(b) ; the Sellers, the Servicer and the Trustee may deal with the Clearing Agency and the Clearing Agency Participants for all purposes (including the making of distributions) as the authorized representatives of the respective Certificate Owners;
(c) ; to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control; and
(d) and the rights of the respective Certificate Owners shall be exercised only through the Clearing Agency and the Clearing Agency Participants and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency and/or or the Clearing Agency Participants. Pursuant to the Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 6.12, the Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the related Investor Certificates to such Clearing Agency Participants. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Investor Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount of Investor Certificates, such direction or consent may be given by Certificate Owners (acting through the Clearing Agency and the Clearing Agency Participants) owning Investor Certificates evidencing the requisite percentage of principal amount of Investor Certificates.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Fleet Bank National Association /Ri/)
Book-Entry Certificates. Unless otherwise specified in the related Supplement for any Series or Class, the Investor Certificates, upon original issuance, shall be issued in the form of one or more typewritten Investor Certificates representing the Book-Entry Certificates, to be delivered to the Clearing AgencyDepository, by, or on behalf of, the SellersSeller. The Investor Certificates shall initially be registered on the Certificate Register in the name of the Clearing Agency Depository or its nominee, and no Certificate Owner will receive a definitive certificate representing such Certificate Owner’s 's interest in the Investor Certificates, except as provided in Section 6.126.10. Unless and until definitive, fully registered Investor Certificates (“"Definitive Certificates”") have been issued to the applicable Certificate Owners pursuant to Section 6.12 6.10 or as otherwise specified in any such Supplement:
(a) the provisions of this Section shall be in full force and effecteffect with respect to such Series;
(b) the SellersSeller, the Servicer and the Trustee may deal with the Clearing Agency Depository and the Clearing Agency Depository Participants for all purposes (including the making of distributions) as the authorized representatives of the respective Certificate Owners;
(c) to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control; and
(d) the rights of the respective Certificate Owners of each such Series shall be exercised only through the Clearing Agency Depository and the Clearing Agency Depository Participants and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency Depository and/or the Clearing Agency Depository Participants. Pursuant to the Depository AgreementAgreement applicable to such Series, unless and until Definitive Certificates are issued pursuant to Section 6.126.10, the Clearing Agency Depository will make book-entry transfers among the Clearing Agency Depository Participants and receive and transmit distributions of principal and interest on the related Investor Certificates to such Clearing Agency Depository Participants. For purposes of any provision of this Agreement requiring or permitting actions with the consent of, or at the direction of, Investor Certificateholders evidencing a specified percentage of the aggregate unpaid principal amount of Investor Certificates, such direction or consent may be given by Certificate Owners (acting through the Clearing Agency Depository and the Clearing Agency Depository Participants) owning Investor Certificates evidencing the requisite percentage of principal amount of Investor Certificates.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Federal Mogul Corp)