Certificate No. Cut-off Date : Initial Certificate Balance of this Certificate ("Denomination") : $ Initial Certificate Balances of all Certificates of this Class : $ CUSIP : Interest Rate : Maturity Date : INDYMAC MBS, INC. Residential Asset Securitization Trust 200_-__ Mortgage Pass-Through Certificates, Series 200_-__ Class A-R evidencing the distributions allocable to the Class A-R Certificates with respect to a Trust Fund consisting primarily of a pool of conventional mortgage loans (the "Mortgage Loans") secured by first liens on one- to four-family residential properties. Principal in respect of this Certificate is distributable monthly as set forth herein. Accordingly, the Certificate Balance at any time may be less than the Certificate Balance as set forth herein. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Seller, the Master Servicer or the Trustee referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that __________________ is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the denomination of this Certificate by the aggregate of the denominations of all Certificates of the Class to which this Certificate belongs) in certain monthly distributions with respect to a Trust Fund consisting primarily of the Mortgage Loans deposited by IndyMac MBS, Inc. (the "Depositor"). The Trust Fund was created pursuant to a Pooling and Servicing Agreement dated as of the Cut-off Date specified above (the "Agreement") among the Depositor, IndyMac Bank, F.S.B., as seller and master servicer (the "Seller" or the "Master Servicer", as appropriate), and Deutsche Bank National Trust Company, as trustee (the "Trustee"). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Any distribution of the proceeds of any remaining assets of the Trust Fund will be made only upon presentment and surrender of this Class A-R Certificate at the Corporate Trust Office or the office or agency maintained by the Trustee in New York, New York. No transfer of a Class A-R Certificate shall be made unless the Trustee shall have received either (i) a representation letter from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Trustee, to the effect that such transferee is not an employee benefit plan subject to Section 406 of ERISA or Section 4975 of the Code, or a person acting on behalf of any such plan or arrangement or using the assets of any such plan or arrangement to effect such transfer, which representation letter shall not be an expense of the Trustee or the Master Servicer, (ii) if the purchaser is an insurance company, a representation that the purchaser is an insurance company which is purchasing such Certificates with funds contained in an "insurance company general account" (as such term is defined in Section V(e) of Prohibited Transaction Class Exemption 95-60 ("PTCE 95-60")) and that the purchase and holding of such Certificates are covered under PTCE 95-60 or (iii) in the case of any such Class A-R Certificate presented for registration in the name of an employee benefit plan subject to ERISA, or Section 4975 of the Code (or comparable provisions of any subsequent enactments), or a trustee of any such plan or any other person acting on behalf of any such plan or arrangement, or using such plan's or arrangement's assets, an Opinion of Counsel satisfactory to the Trustee and the Master Servicer to the effect that the purchase or holding of such Class A-R Certificate will not result in the assets of the Trust Fund being deemed to be "plan assets" and subject to the prohibited transaction provisions of ERISA and the Code and will not subject the Trustee or the Master Servicer to any obligation in addition to those undertaken in this Agreement, which Opinion of Counsel shall not be an expense of the Trustee or the Master Servicer. Notwithstanding anything else to the contrary herein, any purported transfer of a Class A-R Certificate to or on behalf of an employee benefit plan subject to ERISA or to the Code without the Opinion of Counsel satisfactory to the Trustee as described above shall be void and of no effect. Each Holder of this Class A-R Certificate will be deemed to have agreed to be bound by the restrictions of the Agreement, including but not limited to the restrictions that (i) each person holding or acquiring any Ownership Interest in this Class A-R Certificate must be a Permitted Transferee, (ii) no Ownership Interest in this Class A-R Certificate may be transferred without delivery to the Trustee of (a) a transfer affidavit of the proposed transferee and (b) a transfer certificate of the transferor, each of such documents to be in the form described in the Agreement, (iii) each person holding or acquiring any Ownership Interest in this Class A-R Certificate must agree to require a transfer affidavit and to deliver a transfer certificate to the Trustee as required pursuant to the Agreement, (iv) each person holding or acquiring an Ownership Interest in this Class A-R Certificate must agree not to transfer an Ownership Interest in this Class A-R Certificate if it has actual knowledge that the proposed transferee is not a Permitted Transferee and (v) any attempted or purported transfer of any Ownership Interest in this Class A-R Certificate in violation of such restrictions will be absolutely null and void and will vest no rights in the purported transferee. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned by an authorized signatory of the Trustee.
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (Indymac MBS Inc Residential Asset Sec Trust 2002 A9), Pooling and Servicing Agreement (Indymac MBS Inc Residential Asset Securitization Tr 2002-A7)
Certificate No. Cut-off Date : October 1, 2002 First Distribution Date : November 20, 2002 Initial Certificate Balance of this Certificate ("Denomination") : $ $2,378,690 Initial Certificate Balances of all Certificates of this Class : $ $2,378,690 Percentage Interest of this Certificate ("Denomination") : 100% CUSIP : Interest Rate : Maturity Date : INDYMAC MBS, INC36228F JU 1 GS MORTGAGE SECURITIES CORP. Residential Asset Securitization GSAMP Trust 200_-__ 2002-WF Mortgage Pass-Through Certificates, Series 200_-__ 2002-WF Class A-R X evidencing a percentage interest in the distributions allocable to the Class ACertificates of the above-R Certificates with respect to a Trust Fund consisting primarily of a pool of conventional mortgage loans (the "Mortgage Loans") secured by first liens on one- to four-family residential propertiesreferenced Class. Principal Distributions in respect of this Certificate is are distributable monthly as set forth herein. Accordingly, the Certificate Balance at any time may be less than the Certificate Balance as set forth herein. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Seller, the Master Servicer Depositor or the Trustee referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that [__________________ ______] is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the denomination of this Certificate by the aggregate of the denominations of all Certificates of the Class to which this Certificate belongs) in certain monthly distributions with respect pursuant to a Trust Fund consisting primarily of the Mortgage Loans deposited by IndyMac MBS, Inc. (the "Depositor"). The Trust Fund was created pursuant to a Pooling and Servicing Agreement dated as of the Cut-off Date specified above (the "Agreement") among the Depositor, IndyMac Bank, F.S.B.between GS Mortgage Securities Corp., as seller and master servicer depositor (the "Seller" or the Depositor"Master Servicer", as appropriate), and Deutsche Bank National Trust Company, as trustee (the "Trustee"). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Any This Certificate does not have a Pass-Through Rate and will be entitled to distributions only to the extent set forth in the Agreement. In addition, any distribution of the proceeds of any remaining assets of the Trust Fund will be made only upon presentment and surrender of this Class A-R Certificate at the Corporate Trust Office offices designated by the Trustee for such purposes or the office or agency maintained by the Trustee in New York, New YorkTrustee. No transfer of a Certificate of this Class A-R shall be made unless such disposition is exempt from the registration requirements of the Securities Act of 1933, as amended (the "1933 Act"), and any applicable state securities laws or is made in accordance with the 1933 Act and such laws. In the event of any such transfer, the Trustee shall require the transferor to execute a transferor certificate (in substantially the form attached to the Trust Agreement) and deliver either (i) a Rule 144A Letter, in either case substantially in the form attached to the Agreement, or (ii) a written Opinion of Counsel to the Trustee that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the 1933 Act or is being made pursuant to the 1933 Act, which Opinion of Counsel shall be an expense of the transferor. No transfer of a Certificate of this Class shall be made unless the Trustee shall have received either (i) a representation letter from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Trustee, to the effect that such transferee is not an employee benefit plan subject to Section 406 of ERISA or Section 4975 of the CodeCode or any materially similar provisions of applicable Federal, state or local law ("Similar Law") or a person acting on behalf of any such or investing plan or arrangement or using the assets of any such plan or arrangement to effect such transferplan, which representation letter shall not be an expense of the Trustee Trustee, or the Master Servicer, (ii) if the purchaser transferee is an insurance company, a representation letter that the purchaser is an insurance company which it is purchasing such Certificates with funds contained in an "insurance company the assets of its general account" (as such term is defined in Section V(e) of Prohibited Transaction Class Exemption 95-60 ("PTCE 95-60")) account and that the purchase and holding of such Certificates are covered under Sections I and III of PTCE 95-60 60, or (iii) in the case of any such Class A-R a Certificate presented for registration in the name of an employee benefit plan subject to ERISA, or a plan or arrangement subject to Section 4975 of the Code (or comparable provisions of any subsequent enactments)) or a plan subject to Similar Law, or a trustee of any such plan or any other person acting on behalf of any such plan or arrangement, arrangement or using such plan's or arrangement's assets, an Opinion of Counsel satisfactory to the Trustee, which Opinion of Counsel shall not be an expense of the Trustee and or the Master Servicer Trust Fund, addressed to the Trustee, to the effect that the purchase or holding of such Class A-R Certificate will not result in the assets of the Trust Fund being deemed to be "plan assets" and subject to the prohibited transaction provisions of ERISA and the Code and will not subject the Trustee or the Master Servicer to any obligation in addition to those expressly undertaken in this Agreement, which Opinion of Counsel shall not be an expense of the Trustee or the Master Servicer. Notwithstanding anything else to the contrary herein, any purported transfer of a Class A-R Certificate to or on behalf of an employee benefit plan subject to ERISA Agreement or to the Code without the Opinion of Counsel satisfactory to the Trustee as described above shall be void and of no effect. Each Holder of this Class A-R Certificate will be deemed to have agreed to be bound by the restrictions of the Agreement, including but not limited to the restrictions that (i) each person holding or acquiring any Ownership Interest in this Class A-R Certificate must be a Permitted Transferee, (ii) no Ownership Interest in this Class A-R Certificate may be transferred without delivery to the Trustee of (a) a transfer affidavit of the proposed transferee and (b) a transfer certificate of the transferor, each of such documents to be in the form described in the Agreement, (iii) each person holding or acquiring any Ownership Interest in this Class A-R Certificate must agree to require a transfer affidavit and to deliver a transfer certificate to the Trustee as required pursuant to the Agreement, (iv) each person holding or acquiring an Ownership Interest in this Class A-R Certificate must agree not to transfer an Ownership Interest in this Class A-R Certificate if it has actual knowledge that the proposed transferee is not a Permitted Transferee and (v) any attempted or purported transfer of any Ownership Interest in this Class A-R Certificate in violation of such restrictions will be absolutely null and void and will vest no rights in the purported transfereeliability. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned by an authorized signatory of the Trustee.. * * *
Appears in 2 contracts
Sources: Trust Agreement (Gs Mortgage Securities Corp Mort Pas THR Cert Se 2002 Wf), Trust Agreement (Gs Mortgage Securities Corp Mort Pas THR Cert Se 2002 Wf)
Certificate No. Cut-off Date : Initial Certificate Balance December 1, 2004 First Distribution Date : January 25, 2005 Percentage Interest of : this Certificate ("Denomination") : $ Initial Certificate Balances of all Certificates of this Class : $ 100% CUSIP : Interest Rate 36242D SN 4 ISIN : Maturity Date : INDYMAC MBS, INCUS36242DSN48 GS MORTGAGE SECURITIES CORP. Residential Asset Securitization GSAMP Trust 200_-__ 2004-OPT Mortgage Pass-Through Certificates, Series 200_-__ 2004-OPT Class A-R evidencing a percentage interest in the distributions allocable to the Class ACertificates of the above-R Certificates with respect to a Trust Fund consisting primarily of a pool of conventional mortgage loans (the "Mortgage Loans") secured by first liens on one- to four-family residential propertiesreferenced Class. Principal Distributions in respect of this Certificate is distributable monthly as set forth herein. Accordingly, the This Class R Certificate has no Certificate Balance at any time may be less than the Certificate Balance as set forth hereinand is not entitled to distributions in respect of principal or interest. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the SellerServicer, the Master Servicer Responsible Party or the Trustee referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that [__________________ ____] is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the denomination specified above of this Certificate by the aggregate of the denominations of all Certificates of any monthly distributions due to the Class to which this Certificate belongs) in certain monthly distributions with respect to a Trust Fund consisting primarily of the Mortgage Loans deposited by IndyMac MBS, Inc. (the "Depositor"). The Trust Fund was created R Certificates pursuant to a Pooling and Servicing Agreement dated as of the Cut-off Date specified above December 1, 2004 (the "Agreement") among the Depositor, IndyMac Bank, F.S.B.GS Mortgage Securities Corp., as seller and master servicer depositor (the "Seller" or Depositor"), Option One Mortgage Corporation, a California corporation, as servicer (in such capacity, the "Master Servicer") and responsible party (in such capacity, the "Responsible Party"), Wells Fargo Bank, National Association, as appropriate)custodian, and Deutsche Bank National ▇▇▇▇onal Trust Company, as trustee (the "Trustee"). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Any distribution of the proceeds of any remaining assets of the Trust Fund will be made only upon presentment and surrender of this Class A-R Certificate at the Corporate Trust Office or the office or agency maintained offices designated by the Trustee in New York, New York. No transfer of a Class A-R Certificate shall be made unless the Trustee shall have received either (i) a representation letter from the transferee of for such Certificate, acceptable to and in form and substance satisfactory to the Trustee, to the effect that purposes or such transferee is not an employee benefit plan subject to Section 406 of ERISA or Section 4975 of the Code, or a person acting on behalf of any such plan or arrangement or using the assets of any such plan or arrangement to effect such transfer, which representation letter shall not be an expense of the Trustee or the Master Servicer, (ii) if the purchaser is an insurance company, a representation that the purchaser is an insurance company which is purchasing such Certificates with funds contained in an "insurance company general account" (as such term is defined in Section V(e) of Prohibited Transaction Class Exemption 95-60 ("PTCE 95-60")) and that the purchase and holding of such Certificates are covered under PTCE 95-60 or (iii) other location specified in the case of any such Class A-R Certificate presented for registration in the name of an employee benefit plan subject notice to ERISA, or Section 4975 of the Code (or comparable provisions of any subsequent enactments), or a trustee of any such plan or any other person acting on behalf of any such plan or arrangement, or using such plan's or arrangement's assets, an Opinion of Counsel satisfactory to the Trustee and the Master Servicer to the effect that the purchase or holding of such Class A-R Certificate will not result in the assets of the Trust Fund being deemed to be "plan assets" and subject to the prohibited transaction provisions of ERISA and the Code and will not subject the Trustee or the Master Servicer to any obligation in addition to those undertaken in this Agreement, which Opinion of Counsel shall not be an expense of the Trustee or the Master Servicer. Notwithstanding anything else to the contrary herein, any purported transfer of a Class A-R Certificate to or on behalf of an employee benefit plan subject to ERISA or to the Code without the Opinion of Counsel satisfactory to the Trustee as described above shall be void and of no effectCertificateholders. Each Holder of this Class A-R Certificate will shall be deemed by the acceptance or acquisition an Ownership Interest in this Class R Certificate to have agreed to be bound by the restrictions following provisions, and the rights of the Agreement, including but not limited each Person acquiring any Ownership Interest in this Class R Certificate are expressly subject to the restrictions that following provisions: (i) each person Person holding or acquiring any Ownership Interest in this Class A-R Certificate must shall be a Permitted Transferee and shall promptly notify the Trustee of any change or impending change in its status as a Permitted Transferee, (ii) no Ownership Interest in this Class A-R Certificate may be transferred without delivery registered on the Closing Date or thereafter transferred, and the Trustee shall not register the Transfer of this Certificate unless, in addition to the certificates required to be delivered to the Trustee under Section 5.02(b) of (a) the Agreement, the Trustee shall have been furnished with a transfer affidavit Transfer Affidavit of the initial owner or the proposed transferee and (b) a transfer certificate of the transferor, each of such documents to be in the form described in attached as Exhibit G to the Agreement, (iii) each person Person holding or acquiring any Ownership Interest in this Class A-R Certificate must shall agree (A) to require obtain a transfer affidavit and Transfer Affidavit from any other Person to deliver whom such Person attempts to Transfer its Ownership Interest this Class R Certificate, (B) to obtain a transfer certificate Transfer Affidavit from any Person for whom such Person is acting as nominee, trustee or agent in connection with any Transfer of this Class R Certificate, (C) not to cause income with respect to the Trustee as required pursuant Class R Certificate to be attributable to a foreign permanent establishment or fixed base, within the Agreementmeaning of an applicable income tax treaty, of such Person or any other U.S. Person and (ivD) each person holding or acquiring an not to Transfer the Ownership Interest in this Class A-R Certificate must agree not or to transfer an cause the Transfer of the Ownership Interest in this Class A-R Certificate to any other Person if it has actual knowledge that the proposed transferee such Person is not a Permitted Transferee and (viv) any attempted or purported transfer Transfer of any the Ownership Interest in this Class A-R Certificate in violation of such restrictions will the provisions herein shall be absolutely null and void and will shall vest no rights in the purported transfereeTransferee. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned authenticated by an authorized signatory of the Trustee.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (GS Mortgage GSAMP Trust 2004-Opt)
Certificate No. Cut-off Date : Initial Certificate Balance February 1, 2003 First Distribution Date : March 20, 2003 Percentage Interest of this Certificate ("Denomination") : $ Initial Certificate Balances of all Certificates of this Class : $ 100% CUSIP : Interest Rate 36228F MD5 ISIN: Maturity Date : INDYMAC MBS, INCUS63228FMD59 GS MORTGAGE SECURITIES CORP. Residential Asset Securitization GSAMP Trust 200_-__ 2003-NC1 Mortgage Pass-Through Certificates, Series 200_-__ 2003-NC1 Class A-R X evidencing a percentage interest in the distributions allocable to the Class ACertificates of the above-R Certificates with respect to a Trust Fund consisting primarily of a pool of conventional mortgage loans (the "Mortgage Loans") secured by first liens on one- to four-family residential propertiesreferenced Class. Principal Distributions in respect of this Certificate is are distributable monthly as set forth herein. Accordingly, the Certificate Balance at any time may be less than the Certificate Balance as set forth herein. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the SellerServicer, the Master Servicer Responsible Party or the Trustee referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that [__________________ ______] is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the denomination of this Certificate by the aggregate of the denominations of all Certificates of the Class to which this Certificate belongs) in certain monthly distributions with respect to a Trust Fund consisting primarily of the Mortgage Loans deposited by IndyMac MBS, Inc. (the "Depositor"). The Trust Fund was created pursuant to a Pooling and Servicing Agreement dated as of the Cut-off Date specified above February 1, 2003 (the "Agreement") among the Depositor, IndyMac Bank, F.S.B.GS Mortgage Securities Corp., as seller and master depositor (the "Depositor"), Litton Loan Servicing LP, as servicer (the "Seller" or Servicer"), NC Capital Corp▇▇▇▇▇▇n, as responsible party (the "Master ServicerResponsible Party", as appropriate), and Deutsche Bank National Trust Company, as trustee (the "Trustee"). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Any This Certificate will be entitled to distributions only to the extent set forth in the Agreement. In addition, any distribution of the proceeds of any remaining assets of the Trust Fund will be made only upon presentment and surrender of this Class A-R Certificate at the Corporate Trust Office offices designated by the Trustee for such purposes or the office or agency maintained by the Trustee in New York, New YorkTrustee. No transfer of a Certificate of this Class A-R shall be made unless such disposition is exempt from the registration requirements of the Securities Act of 1933, as amended (the "1933 Act"), and any applicable state securities laws or is made in accordance with the 1933 Act and such laws. In the event of any such transfer, the Trustee shall require the transferor to execute a transferor certificate (in substantially the form attached to the Pooling and Servicing Agreement) and deliver either (i) a Rule 144A Letter, in either case substantially in the form attached to the Agreement, or (ii) a written Opinion of Counsel to the Trustee that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the 1933 Act or is being made pursuant to the 1933 Act, which Opinion of Counsel shall be an expense of the transferor. No transfer of a Certificate of this Class shall be made unless the Trustee shall have received either (i) a representation letter from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Trustee, to the effect that such transferee is not an employee benefit plan subject to Section 406 of ERISA or ERISA, Section 4975 of the CodeCode or any materially similar provisions of applicable Federal, state or local law ("Similar Law"), or a person acting on behalf of any such or investing plan or arrangement or using the assets of any such plan or arrangement to effect such transferplan, which representation letter shall not be an expense of the Trustee or the Master Servicer, (ii) if the purchaser is an insurance company, a representation that the purchaser is an insurance company which is purchasing such Certificates with funds contained in an "insurance company general account" (as such term is defined in Section V(e) of Prohibited Transaction Class Exemption 95-60 ("PTCE 95-60")) and that the purchase and holding of such Certificates are covered under PTCE 95-60 or (iii) in the case of any such Class A-R Certificate presented for registration in the name of an employee benefit plan subject to ERISA, or Section 4975 of the Code (or comparable provisions of any subsequent enactments), or a trustee of any such plan or any other person acting on behalf of any such plan or arrangement, or using such plan's or arrangement's assets, an Opinion of Counsel satisfactory to the Trustee and the Master Servicer to the effect that the purchase or holding of such Class A-R Certificate will not result in the assets of the Trust Fund being deemed to be "plan assets" and subject to the prohibited transaction provisions of ERISA and the Code and will not subject the Trustee or the Master Servicer to any obligation in addition to those undertaken in this Agreement, which Opinion of Counsel shall not be an expense of the Trustee or the Master Servicer. Notwithstanding anything else to the contrary herein, any purported transfer of a Class A-R Certificate to or on behalf of an employee benefit plan subject to ERISA or to the Code without the Opinion of Counsel satisfactory to the Trustee as described above shall be void and of no effect. Each Holder of this Class A-R Certificate will be deemed to have agreed to be bound by the restrictions of the Agreement, including but not limited to the restrictions that (i) each person holding or acquiring any Ownership Interest in this Class A-R Certificate must be a Permitted Transferee, (ii) no Ownership Interest in this Class A-R Certificate may be transferred without delivery to the Trustee of (a) a transfer affidavit of the proposed transferee and (b) a transfer certificate of the transferor, each of such documents to be in the form described in the Agreement, (iii) each person holding or acquiring any Ownership Interest in this Class A-R Certificate must agree to require a transfer affidavit and to deliver a transfer certificate to the Trustee as required pursuant to the Agreement, (iv) each person holding or acquiring an Ownership Interest in this Class A-R Certificate must agree not to transfer an Ownership Interest in this Class A-R Certificate if it has actual knowledge that the proposed transferee is not a Permitted Transferee and (v) any attempted or purported transfer of any Ownership Interest in this Class A-R Certificate in violation of such restrictions will be absolutely null and void and will vest no rights in the purported transfereeTrustee. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned by an authorized signatory of the Trustee.. * * *
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Gs Mortgage Sec Corp Mort Pass THR Cert Ser 2003 Nc1)
Certificate No. R-1 Cut-off Date : Initial Certificate Balance September 1, 2004 First : October 25, 2004 Distribution Date Percentage Interest of this Certificate ("Denomination") : $ Initial Certificate Balances of all Certificates of this Class : $ 100% CUSIP : Interest Rate ISIN : Maturity Date : INDYMAC MBS, INCGS MORTGAGE SECURITIES CORP. Residential Asset Securitization GSAA Home Equity Trust 200_-__ Mortgage Pass2004-Through 8 Asset-Backed Certificates, Series 200_-__ 2004-8 Class A-R evidencing a percentage interest in the distributions allocable to the Class ACertificates of the above-R Certificates with respect to a Trust Fund consisting primarily of a pool of conventional mortgage loans (the "Mortgage Loans") secured by first liens on one- to four-family residential propertiesreferenced Class. Principal Distributions in respect of this Certificate is distributable monthly as set forth herein. Accordingly, the This Class R Certificate has no Certificate Balance at any time may be less than the Certificate Balance as set forth hereinand is not entitled to distributions in respect of principal or interest. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the DepositorDepositor the Master Servicer, the Seller, the Master Servicer Securities Administrator or the Trustee referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that [__________________ ____] is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the denomination specified above of this Certificate by the aggregate of the denominations of all Certificates of any monthly distributions due to the Class to which this Certificate belongs) in certain monthly distributions with respect to a Trust Fund consisting primarily of the Mortgage Loans deposited by IndyMac MBS, Inc. (the "Depositor"). The Trust Fund was created R Certificates pursuant to a Pooling Master Servicing and Servicing Trust Agreement dated as of the Cut-off Off Date specified above (the "Agreement") among the Depositor, IndyMac Bank, F.S.B.GS Mortgage Securities Corp., as seller and master servicer depositor (the "Seller" or the Depositor"Master Servicer", as appropriate), and Deutsche Bank National Trust Company, as trustee (the "Trustee")) and custodian, Wells Fargo Bank, N.A., as Master Servicer (in such capacity, the "Mast▇▇ ▇▇rvicer") and securities administrator (in such capacity, the "Securities Administrator) and JPMorgan Chase Bank, as custodian. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Any distribution of the proceeds of any remaining assets of the Trust Fund will be made only upon presentment and surrender of this Class A-R Certificate at the Corporate Trust Office offices designated by the Trustee for such purposes or the office or agency maintained by the Trustee Securities Administrator in New York, New York. No transfer of a Class A-R Certificate shall be made unless the Trustee Securities Administrator shall have received either (i) a representation letter from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Trustee, to the effect that such transferee is not an employee benefit plan or arrangement subject to Section 406 of ERISA ERISA, a plan or arrangement subject to Section 4975 of the CodeCode or a plan subject to Similar Law, or a person acting on behalf of any such plan or arrangement or nor using the assets of any such plan or arrangement to effect such transfer, which representation letter shall not be an expense of the Trustee Securities Administrator or the Master ServicerTrust Fund. In the event that such representation is violated, (ii) if the purchaser or any attempt is an insurance company, made to transfer to a representation that the purchaser is an insurance company which is purchasing such Certificates with funds contained in an "insurance company general account" (as such term is defined in plan or arrangement subject to Section V(e) 406 of Prohibited Transaction Class Exemption 95-60 ("PTCE 95-60")) and that the purchase and holding of such Certificates are covered under PTCE 95-60 ERISA or (iii) in the case of any such Class A-R Certificate presented for registration in the name of an employee benefit a plan subject to ERISA, or Section 4975 of the Code (or comparable provisions of any subsequent enactments)a plan subject to Similar Law, or a trustee of any such plan or any other person acting on behalf of any such plan or arrangement, arrangement or using such plan's or arrangement's assets, an Opinion of Counsel satisfactory to the Trustee and the Master Servicer to the effect that the purchase or holding of such Class A-R Certificate will not result in the assets of the Trust Fund being deemed to be "any such plan assets" and subject to the prohibited transaction provisions of ERISA and the Code and will not subject the Trustee or the Master Servicer to any obligation in addition to those undertaken in this Agreementarrangement, which Opinion of Counsel shall not be an expense of the Trustee such attempted transfer or the Master Servicer. Notwithstanding anything else to the contrary herein, any purported transfer of a Class A-R Certificate to or on behalf of an employee benefit plan subject to ERISA or to the Code without the Opinion of Counsel satisfactory to the Trustee as described above acquisition shall be void and of no effect. Each Holder of this Class A-R Certificate will shall be deemed by the acceptance or acquisition an Ownership Interest in this Class R Certificate to have agreed to be bound by the restrictions following provisions, and the rights of the Agreement, including but not limited each Person acquiring any Ownership Interest in this Class R Certificate are expressly subject to the restrictions that following provisions: (i) each person Person holding or acquiring any Ownership Interest in this Class A-R Certificate must shall be a Permitted Transferee and shall promptly notify the Securities Administrator of any change or impending change in its status as a Permitted Transferee, (ii) no Ownership Interest in this Class A-R Certificate may be transferred without delivery registered on the Closing Date or thereafter transferred, and the Securities Administrator shall not register the Transfer of this Certificate unless, in addition to the Trustee certificates required to be delivered to the Securities Administrator under Section 5.02(b) of (a) the Agreement, the Securities Administrator shall have been furnished with a transfer affidavit Transfer Affidavit of the initial owner or the proposed transferee and (b) a transfer certificate of the transferor, each of such documents to be in the form described in attached as Exhibit G to the Agreement, (iii) each person Person holding or acquiring any Ownership Interest in this Class A-R Certificate must shall agree (A) to require obtain a transfer affidavit and Transfer Affidavit from any other Person to deliver whom such Person attempts to Transfer its Ownership Interest this Class R Certificate, (B) to obtain a transfer certificate Transfer Affidavit from any Person for whom such Person is acting as nominee, trustee or agent in connection with any Transfer of this Class R Certificate, (C) not to cause income with respect to the Trustee as required pursuant Class R Certificate to be attributable to a foreign permanent establishment or fixed base, within the Agreementmeaning of an applicable income tax treaty, of such Person or any other U.S. Person and (ivD) each person holding or acquiring an not to Transfer the Ownership Interest in this Class A-R Certificate must agree not or to transfer an cause the Transfer of the Ownership Interest in this Class A-R Certificate to any other Person if it has actual knowledge that the proposed transferee such Person is not a Permitted Transferee and (viv) any attempted or purported transfer Transfer of any the Ownership Interest in this Class A-R Certificate in violation of such restrictions will the provisions herein shall be absolutely null and void and will shall vest no rights in the purported transfereeTransferee. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned authenticated by an authorized signatory of the TrusteeSecurities Administrator.
Appears in 1 contract
Sources: Master Servicing and Trust Agreement (Gsaa Home Equity Trust 2004-8)
Certificate No. 1 Cut-off Date : Initial Certificate Balance February 1, 2004 First Distribution Date : March 25, 2004 Percentage Interest of : this Certificate ("Denomination") : $ Initial Certificate Balances of all Certificates of this Class : $ 100% CUSIP : Interest Rate : Maturity Date : INDYMAC MBS, INC[______________] ISIN [______________] GS MORTGAGE SECURITIES CORP. Residential Asset Securitization GSAA Trust 200_-__ 2004-NC1 Mortgage Pass-Through Certificates, Series 200_-__ 2004-NC1 Class A-R evidencing a percentage interest in the distributions allocable to the Class ACertificates of the above-R Certificates with respect to a Trust Fund consisting primarily of a pool of conventional mortgage loans (the "Mortgage Loans") secured by first liens on one- to four-family residential propertiesreferenced Class. Principal Distributions in respect of this Certificate is distributable monthly as set forth herein. Accordingly, the This Class R Certificate has no Certificate Balance at any time may be less than the Certificate Balance as set forth hereinand is not entitled to distributions in respect of principal or interest. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the SellerNew Century, the Master Servicer Chase or the Trustee referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that [__________________ ____] is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the denomination specified above of this Certificate by the aggregate of the denominations of all Certificates of any monthly distributions due to the Class to which this Certificate belongs) in certain monthly distributions with respect to a Trust Fund consisting primarily of the Mortgage Loans deposited by IndyMac MBS, Inc. (the "Depositor"). The Trust Fund was created R Certificates pursuant to a Pooling and Servicing Agreement dated as of the Cut-off Date specified above February 1, 2004 (the "Agreement") among the Depositor, IndyMac Bank, F.S.B.GS Mortgage Securities Corp., as seller and master servicer depositor (the "Seller" or the Depositor"Master Servicer"), Chase Manhattan Mortgage Corporation, as appropriateservicer ("Chase"), NC Capital Corporation, as a servicer and responsible party ("New Century"), and Deutsche Bank National Trust Company, as trustee (the "Trustee"). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Any distribution of the proceeds of any remaining assets of the Trust Fund will be made only upon presentment and surrender of this Class A-R Certificate at the Corporate Trust Office or the office or agency maintained offices designated by the Trustee for such purposes or such other location specified in New York, New Yorkthe notice to Certificateholders. No transfer of a Class A-R Certificate shall be made unless the Trustee shall have received either (i) a representation letter from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Trustee, to the effect that such transferee is not an employee benefit plan or arrangement subject to Section 406 of ERISA ERISA, a plan or arrangement subject to Section 4975 of the CodeCode or a plan subject to Similar Law, or a person acting on behalf of any such plan or arrangement or nor using the assets of any such plan or arrangement to effect such transfer, which representation letter shall not be an expense of the Trustee Trustee, the Servicer or the Master ServicerTrust Fund. In the event that such representation is violated, (ii) if the purchaser or any attempt is an insurance company, made to transfer to a representation that the purchaser is an insurance company which is purchasing such Certificates with funds contained in an "insurance company general account" (as such term is defined in plan or arrangement subject to Section V(e) 406 of Prohibited Transaction Class Exemption 95-60 ("PTCE 95-60")) and that the purchase and holding of such Certificates are covered under PTCE 95-60 ERISA or (iii) in the case of any such Class A-R Certificate presented for registration in the name of an employee benefit a plan subject to ERISA, or Section 4975 of the Code (or comparable provisions of any subsequent enactments)a plan subject to Similar Law, or a trustee of any such plan or any other person acting on behalf of any such plan or arrangement, arrangement or using such plan's or arrangement's assets, an Opinion of Counsel satisfactory to the Trustee and the Master Servicer to the effect that the purchase or holding of such Class A-R Certificate will not result in the assets of the Trust Fund being deemed to be "any such plan assets" and subject to the prohibited transaction provisions of ERISA and the Code and will not subject the Trustee or the Master Servicer to any obligation in addition to those undertaken in this Agreementarrangement, which Opinion of Counsel shall not be an expense of the Trustee such attempted transfer or the Master Servicer. Notwithstanding anything else to the contrary herein, any purported transfer of a Class A-R Certificate to or on behalf of an employee benefit plan subject to ERISA or to the Code without the Opinion of Counsel satisfactory to the Trustee as described above acquisition shall be void and of no effect. Each Holder of this Class A-R Certificate will shall be deemed by the acceptance or acquisition an Ownership Interest in this Class R Certificate to have agreed to be bound by the restrictions following provisions, and the rights of the Agreement, including but not limited each Person acquiring any Ownership Interest in this Class R Certificate are expressly subject to the restrictions that following provisions: (i) each person Person holding or acquiring any Ownership Interest in this Class A-R Certificate must shall be a Permitted Transferee and shall promptly notify the Trustee of any change or impending change in its status as a Permitted Transferee, (ii) no Ownership Interest in this Class A-R Certificate may be transferred without delivery registered on the Closing Date or thereafter transferred, and the Trustee shall not register the Transfer of this Certificate unless, in addition to the certificates required to be delivered to the Trustee under Section 5.02(b) of (a) the Agreement, the Trustee shall have been furnished with a transfer affidavit Transfer Affidavit of the initial owner or the proposed transferee and (b) a transfer certificate of the transferor, each of such documents to be in the form described in attached as Exhibit G to the Agreement, (iii) each person Person holding or acquiring any Ownership Interest in this Class A-R Certificate must shall agree (A) to require obtain a transfer affidavit and Transfer Affidavit from any other Person to deliver whom such Person attempts to Transfer its Ownership Interest this Class R Certificate, (B) to obtain a transfer certificate Transfer Affidavit from any Person for whom such Person is acting as nominee, trustee or agent in connection with any Transfer of this Class R Certificate, (C) not to cause income with respect to the Trustee as required pursuant Class R Certificate to be attributable to a foreign permanent establishment or fixed base, within the Agreementmeaning of an applicable income tax treaty, of such Person or any other U.S. Person and (ivD) each person holding or acquiring an not to Transfer the Ownership Interest in this Class A-R Certificate must agree not or to transfer an cause the Transfer of the Ownership Interest in this Class A-R Certificate to any other Person if it has actual knowledge that the proposed transferee such Person is not a Permitted Transferee and (viv) any attempted or purported transfer Transfer of any the Ownership Interest in this Class A-R Certificate in violation of such restrictions will the provisions herein shall be absolutely null and void and will shall vest no rights in the purported transfereeTransferee. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned authenticated by an authorized signatory of the Trustee.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Gs Mortgage Securities Corp Gsaa Trust 2004-Nc1)
Certificate No. Cut-off Date : Initial Certificate Balance December 1, 2004 First Distribution Date : January 25, 2005 Percentage Interest of this Certificate ("Denomination") : $ Initial Certificate Balances of all Certificates of this Class : $ ___% CUSIP : Interest Rate 36242D SL 8 ISIN: Maturity Date : INDYMAC MBS, INC36242DSL81 GS MORTGAGE SECURITIES CORP. Residential Asset Securitization GSAMP Trust 200_-__ 2004-OPT Mortgage Pass-Through Certificates, Series 200_-__ 2004-OPT Class A-R X evidencing a percentage interest in the distributions allocable to the Class ACertificates of the above-R Certificates with respect to a Trust Fund consisting primarily of a pool of conventional mortgage loans (the "Mortgage Loans") secured by first liens on one- to four-family residential propertiesreferenced Class. Principal Distributions in respect of this Certificate is are distributable monthly as set forth herein. Accordingly, the Certificate Balance at any time may be less than the Certificate Balance as set forth herein. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Seller, Servicer the Master Servicer Responsible Party or the Trustee referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that [__________________ ______] is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the denomination of this Certificate by the aggregate of the denominations of all Certificates of the Class to which this Certificate belongs) in certain monthly distributions with respect to a Trust Fund consisting primarily of the Mortgage Loans deposited by IndyMac MBS, Inc. (the "Depositor"). The Trust Fund was created pursuant to a Pooling and Servicing Agreement dated as of the Cut-off Date specified above December 1, 2004 (the "Agreement") among the Depositor, IndyMac Bank, F.S.B.GS Mortgage Securities Corp., as seller and master servicer depositor (the "Seller" or Depositor"), Option One Mortgage Corporation, a California corporation, as servicer (in such capacity, the "Master Servicer") and responsible party (in such capacity, the "Responsible Party"), Wells Fargo Bank, National Association, as appropriate)custodian, and Deutsche Bank National ▇▇▇▇onal Trust Company, as trustee (the "Trustee"). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Any This Certificate will be entitled to distributions only to the extent set forth in the Agreement. In addition, any distribution of the proceeds of any remaining assets of the Trust Fund will be made only upon presentment and surrender of this Class A-R Certificate at the Corporate Trust Office or the office or agency maintained offices designated by the Trustee for such purposes or such other location specified in New York, New Yorkthe notice to Certificateholders. No transfer of a Certificate of this Class A-R Certificate shall be made unless such disposition is exempt from the registration requirements of the Securities Act of 1933, as amended (the "1933 Act"), and any applicable state securities laws or is made in accordance with the 1933 Act and such laws. In the event of any such transfer, the Trustee shall have received require the transferor to execute a transferor certificate (in substantially the form attached to the Pooling and Servicing Agreement) and deliver either (i) a representation letter from Rule 144A Letter, substantially in the transferee of such Certificate, acceptable to and in form and substance satisfactory attached to the Trustee, to the effect that such transferee is not an employee benefit plan subject to Section 406 of ERISA or Section 4975 of the CodeAgreement, or a person acting on behalf of any such plan or arrangement or using the assets of any such plan or arrangement to effect such transfer, which representation letter shall not be an expense of the Trustee or the Master Servicer, (ii) if the purchaser is an insurance company, a representation that the purchaser is an insurance company which is purchasing such Certificates with funds contained in an "insurance company general account" (as such term is defined in Section V(e) of Prohibited Transaction Class Exemption 95-60 ("PTCE 95-60")) and that the purchase and holding of such Certificates are covered under PTCE 95-60 or (iii) in the case of any such Class A-R Certificate presented for registration in the name of an employee benefit plan subject to ERISA, or Section 4975 of the Code (or comparable provisions of any subsequent enactments), or a trustee of any such plan or any other person acting on behalf of any such plan or arrangement, or using such plan's or arrangement's assets, an written Opinion of Counsel satisfactory to the Trustee that such transfer may be made pursuant to an exemption, describing the applicable exemption and the Master Servicer basis therefor, from the 1933 Act or is being made pursuant to the effect that the purchase or holding of such Class A-R Certificate will not result in the assets of the Trust Fund being deemed to be "plan assets" and subject to the prohibited transaction provisions of ERISA and the Code and will not subject the Trustee or the Master Servicer to any obligation in addition to those undertaken in this Agreement1933 Act, which Opinion of Counsel shall not be an expense of the Trustee or the Master Servicer. Notwithstanding anything else to the contrary herein, any purported transfer of a Class A-R Certificate to or on behalf of an employee benefit plan subject to ERISA or to the Code without the Opinion of Counsel satisfactory to the Trustee as described above shall be void and of no effect. Each Holder of this Class A-R Certificate will be deemed to have agreed to be bound by the restrictions of the Agreement, including but not limited to the restrictions that (i) each person holding or acquiring any Ownership Interest in this Class A-R Certificate must be a Permitted Transferee, (ii) no Ownership Interest in this Class A-R Certificate may be transferred without delivery to the Trustee of (a) a transfer affidavit of the proposed transferee and (b) a transfer certificate of the transferor, each of such documents to be in the form described in the Agreement, (iii) each person holding or acquiring any Ownership Interest in this Class A-R Certificate must agree to require a transfer affidavit and to deliver a transfer certificate to the Trustee as required pursuant to the Agreement, (iv) each person holding or acquiring an Ownership Interest in this Class A-R Certificate must agree not to transfer an Ownership Interest in this Class A-R Certificate if it has actual knowledge that the proposed transferee is not a Permitted Transferee and (v) any attempted or purported transfer of any Ownership Interest in this Class A-R Certificate in violation of such restrictions will be absolutely null and void and will vest no rights in the purported transferee. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned authenticated by an authorized signatory of the Trustee.. * * *
Appears in 1 contract
Sources: Pooling and Servicing Agreement (GS Mortgage GSAMP Trust 2004-Opt)
Certificate No. X-1 Cut-off Date : Initial Certificate Balance July 1, 2004 First Distribution Date : August 25, 2004 Percentage Interest of this Certificate ("Denomination") : $ Initial Certificate Balances of all Certificates of this Class : $ CUSIP : Interest Rate : Maturity Date : INDYMAC MBS, 100% MORGAN STANLEY ABS CAPITAL I INC. Residential Asset Securitization Morgan Stanley ABS C▇▇▇▇▇▇ ▇ ▇▇▇. Trust 200_-__ Mortgage Pass2004-Through NC6 Mortgag▇ ▇▇▇▇-▇▇▇▇▇▇▇ Certificates, Series 200_-__ 2004-NC6 Class A-R X evidencing a percentage interest in the distributions allocable to the Class ACertificates of the above-R Certificates with respect to a Trust Fund consisting primarily of a pool of conventional mortgage loans (the "Mortgage Loans") secured by first liens on one- to four-family residential propertiesreferenced Class. Principal Distributions in respect of this Certificate is are distributable monthly as set forth herein. Accordingly, the Certificate Balance at any time may be less than the Certificate Balance as set forth herein. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the SellerServicers, the Master Servicer Responsible Party or the Trustee referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that __________________ Morgan Stanley Mortgage Capital Inc., is the registered owner of the Percentage Interest Pe▇▇▇▇▇▇g▇ ▇▇▇▇▇est evidenced by this Certificate (obtained by dividing the denomination of this Certificate by the aggregate of the denominations of all Certificates of the Class to which this Certificate belongs) in certain monthly distributions with respect to a Trust Fund consisting primarily of the Mortgage Loans deposited by IndyMac MBS, Inc. (the "Depositor"). The Trust Fund was created pursuant to a Pooling and Servicing Agreement dated as of the Cut-off Date specified above (the "Agreement") among the Depositor, IndyMac Bank, F.S.B.Morgan Stanley ABS Capital I Inc., as seller and master servicer depositor (the "Seller" or Depositor"), Chas▇ ▇▇▇▇a▇▇▇▇ ▇▇rtgage Corporation, as servicer, HomEq Servicing Corporation, as servicer, New Century Mortgage Corporation, as servicer (collectively, the "Master ServicerServicers"), NC Capital Corporation, as appropriateresponsible party (the "Responsible Party"), and Deutsche Bank National Trust Company, as trustee (the "Trustee"). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Any This Certificate does not have a Certificate Balance or Pass-Through Rate and will be entitled to distributions only to the extent set forth in the Agreement. In addition, any distribution of the proceeds of any remaining assets of the Trust Fund will be made only upon presentment and surrender of this Class A-R Certificate at the Corporate Trust Office or the office or agency maintained offices designated by the Trustee for such purposes or such other location specified in New York, New Yorkthe notice to Certificateholders. No transfer of a Certificate of this Class A-R shall be made unless such disposition is exempt from the registration requirements of the Securities Act of 1933, as amended (the "1933 Act"), and any applicable state securities laws or is made in accordance with the 1933 Act and such laws. In the event of any such transfer, the Trustee shall require the transferor to execute a transferor certificate (in substantially the form attached to the Pooling and Servicing Agreement) and deliver either (i) a Rule 144A Letter, in either case substantially in the form attached to the Agreement, or (ii) a written Opinion of Counsel to the Trustee that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the 1933 Act or is being made pursuant to the 1933 Act, which Opinion of Counsel shall be an expense of the transferor. No transfer of a Certificate of this Class shall be made unless the Trustee shall have received either (i) a representation letter from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Trustee, to the effect that such transferee is not an employee benefit plan subject to Section 406 of ERISA or Section 4975 of the CodeCode or any materially similar provisions of applicable Federal, state or local law ("Similar Law") or a person acting on behalf of any such or investing plan or arrangement or using the assets of any such plan or arrangement to effect such transferplan, which representation letter shall not be an expense of the Trustee Trustee, or the Master Servicer, (ii) if the purchaser transferee is an insurance company, a representation letter that the purchaser is an insurance company which it is purchasing such Certificates with funds contained in an "insurance company the assets of its general account" (as such term is defined in Section V(e) of Prohibited Transaction Class Exemption 95-60 ("PTCE 95-60")) account and that the purchase and holding of such Certificates are covered under Sections I and III of PTCE 95-60 60, or (iii) in the case of any such Class A-R a Certificate presented for registration in the name of an employee benefit plan subject to ERISA, or a plan or arrangement subject to Section 4975 of the Code (or comparable provisions of any subsequent enactments)) or a plan subject to Similar Law, or a trustee of any such plan or any other person acting on behalf of any such plan or arrangement, arrangement or using such plan's or arrangement's assets, an Opinion of Counsel satisfactory to the Trustee and the Master Servicer to the effect that the purchase or holding of such Class A-R Certificate will not result in the assets of the Trust Fund being deemed to be "plan assets" and subject to the prohibited transaction provisions of ERISA and the Code and will not subject the Trustee or the Master Servicer to any obligation in addition to those undertaken in this AgreementServicers, which Opinion of Counsel shall not be an expense of the Trustee, the Servicers or the Trust Fund, addressed to the Trustee, to the effect that the purchase or holding of such Certificate will not constitute or result in a non-exempt prohibited transaction within the meaning of ERISA, Section 4975 of the Code or any Similar Law and will not subject the Trustee or the Master Servicer. Notwithstanding anything else Servicers to the contrary herein, any purported transfer of a Class A-R Certificate obligation in addition to or on behalf of an employee benefit plan subject to ERISA those expressly undertaken in this Agreement or to the Code without the Opinion of Counsel satisfactory to the Trustee as described above shall be void and of no effect. Each Holder of this Class A-R Certificate will be deemed to have agreed to be bound by the restrictions of the Agreement, including but not limited to the restrictions that (i) each person holding or acquiring any Ownership Interest in this Class A-R Certificate must be a Permitted Transferee, (ii) no Ownership Interest in this Class A-R Certificate may be transferred without delivery to the Trustee of (a) a transfer affidavit of the proposed transferee and (b) a transfer certificate of the transferor, each of such documents to be in the form described in the Agreement, (iii) each person holding or acquiring any Ownership Interest in this Class A-R Certificate must agree to require a transfer affidavit and to deliver a transfer certificate to the Trustee as required pursuant to the Agreement, (iv) each person holding or acquiring an Ownership Interest in this Class A-R Certificate must agree not to transfer an Ownership Interest in this Class A-R Certificate if it has actual knowledge that the proposed transferee is not a Permitted Transferee and (v) any attempted or purported transfer of any Ownership Interest in this Class A-R Certificate in violation of such restrictions will be absolutely null and void and will vest no rights in the purported transfereeliability. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned authenticated by an authorized signatory of the Trustee.. * * *
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Morgan Stanley ABS Capital I Inc. Trust 2004-Nc6)
Certificate No. X-1 Cut-off Date : Initial Certificate Balance October 1, 2004 First Distribution Date : November 26, 2004 Percentage Interest of this Certificate ("Denomination") : $ Initial Certificate Balances of all Certificates of this Class : $ CUSIP : Interest Rate : Maturity Date : INDYMAC MBS, 100% MORGAN STANLEY ABS CAPITAL I INC. Residential Asset Securitization Trust 200_-__ Morgan Stanley ABS Cap▇▇▇▇ ▇ ▇▇▇. ▇▇ust 2004-HE8 Mortgage Pass-Through ▇▇▇▇-T▇▇▇▇▇▇ Certificates, Series 200_-__ 2004-HE8 Class A-R X evidencing a percentage interest in the distributions allocable to the Class ACertificates of the above-R Certificates with respect to a Trust Fund consisting primarily of a pool of conventional mortgage loans (the "Mortgage Loans") secured by first liens on one- to four-family residential propertiesreferenced Class. Principal Distributions in respect of this Certificate is are distributable monthly as set forth herein. Accordingly, the Certificate Balance at any time may be less than the Certificate Balance as set forth herein. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Seller, Trustee or any other party to the Master Servicer or the Trustee Agreement referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that __________________ Morgan Stanley Mortgage Capital Inc., is the registered owner of the Percentage Interest Per▇▇▇▇▇▇e ▇▇▇▇▇▇st evidenced by this Certificate (obtained by dividing the denomination of this Certificate by the aggregate of the denominations of all Certificates of the Class to which this Certificate belongs) in certain monthly distributions with respect to a Trust Fund consisting primarily of the Mortgage Loans deposited by IndyMac MBS, Inc. (the "Depositor"). The Trust Fund was created pursuant to a Pooling and Servicing Agreement dated as of the Cut-off Date specified above (the "Agreement") among the Depositor, IndyMac Bank, F.S.B.Morgan Stanley ABS Capital I Inc., as seller and master servicer depositor (the "Seller" or the Depositor"Master Servicer"), Chase ▇▇▇▇▇t▇▇▇ ▇▇▇tgage Corporation, as appropriate)servicer, Countrywide Home Loans Servicing LP, as servicer, New Century Mortgage Corporation, as servicer, Aames Capital Corporation, as a responsible party, NC Capital Corporation, as a responsible party, and Deutsche Bank National Trust Company, as trustee (the "Trustee"). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Any This Certificate does not have a Certificate Balance or Pass-Through Rate and will be entitled to distributions only to the extent set forth in the Agreement. In addition, any distribution of the proceeds of any remaining assets of the Trust Fund will be made only upon presentment and surrender of this Class A-R Certificate at the Corporate Trust Office or the office or agency maintained offices designated by the Trustee for such purposes or such other location specified in New York, New Yorkthe notice to Certificateholders. No transfer of a Certificate of this Class A-R shall be made unless such disposition is exempt from the registration requirements of the Securities Act of 1933, as amended (the "1933 Act"), and any applicable state securities laws or is made in accordance with the 1933 Act and such laws. In the event of any such transfer, the Trustee shall require the transferor to execute a transferor certificate (in substantially the form attached to the Pooling and Servicing Agreement) and deliver either (i) a Rule 144A Letter, in either case substantially in the form attached to the Agreement, or (ii) a written Opinion of Counsel to the Trustee that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the 1933 Act or is being made pursuant to the 1933 Act, which Opinion of Counsel shall be an expense of the transferor. No transfer of a Certificate of this Class shall be made unless the Trustee shall have received either (i) a representation letter from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Trustee, to the effect that such transferee is not an employee benefit plan subject to Section 406 of ERISA or Section 4975 of the CodeCode or any materially similar provisions of applicable Federal, state or local law ("Similar Law") or a person acting on behalf of any such or investing plan or arrangement or using the assets of any such plan or arrangement to effect such transferplan, which representation letter shall not be an expense of the Trustee Trustee, or the Master Servicer, (ii) if the purchaser transferee is an insurance company, a representation letter that the purchaser is an insurance company which it is purchasing such Certificates with funds contained in an "insurance company the assets of its general account" (as such term is defined in Section V(e) of Prohibited Transaction Class Exemption 95-60 ("PTCE 95-60")) account and that the purchase and holding of such Certificates are covered under Sections I and III of PTCE 95-60 60, or (iii) in the case of any such Class A-R a Certificate presented for registration in the name of an employee benefit plan subject to ERISA, or a plan or arrangement subject to Section 4975 of the Code (or comparable provisions of any subsequent enactments)) or a plan subject to Similar Law, or a trustee of any such plan or any other person acting on behalf of any such plan or arrangement, arrangement or using such plan's or arrangement's assets, an Opinion of Counsel satisfactory to the Trustee and the Master Servicer to the effect that the purchase or holding of such Class A-R Certificate will not result in the assets of the Trust Fund being deemed to be "plan assets" and subject to the prohibited transaction provisions of ERISA and the Code and will not subject the Trustee or the Master Servicer to any obligation in addition to those undertaken in this AgreementServicers, which Opinion of Counsel shall not be an expense of the Trustee, the Servicer or the Trust Fund, addressed to the Trustee, to the effect that the purchase or holding of such Certificate will not constitute or result in a non-exempt prohibited transaction within the meaning of ERISA, Section 4975 of the Code or any Similar Law and will not subject the Depositor, the Trustee or the Master Servicer. Notwithstanding anything else Servicers to the contrary herein, any purported transfer of a Class A-R Certificate obligation in addition to or on behalf of an employee benefit plan subject to ERISA those expressly undertaken in this Agreement or to the Code without the Opinion of Counsel satisfactory to the Trustee as described above shall be void and of no effect. Each Holder of this Class A-R Certificate will be deemed to have agreed to be bound by the restrictions of the Agreement, including but not limited to the restrictions that (i) each person holding or acquiring any Ownership Interest in this Class A-R Certificate must be a Permitted Transferee, (ii) no Ownership Interest in this Class A-R Certificate may be transferred without delivery to the Trustee of (a) a transfer affidavit of the proposed transferee and (b) a transfer certificate of the transferor, each of such documents to be in the form described in the Agreement, (iii) each person holding or acquiring any Ownership Interest in this Class A-R Certificate must agree to require a transfer affidavit and to deliver a transfer certificate to the Trustee as required pursuant to the Agreement, (iv) each person holding or acquiring an Ownership Interest in this Class A-R Certificate must agree not to transfer an Ownership Interest in this Class A-R Certificate if it has actual knowledge that the proposed transferee is not a Permitted Transferee and (v) any attempted or purported transfer of any Ownership Interest in this Class A-R Certificate in violation of such restrictions will be absolutely null and void and will vest no rights in the purported transfereeliability. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned authenticated by an authorized signatory of the Trustee.. ***
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Morgan Stanley ABS Capital I Inc. Trust 2004-He8)
Certificate No. R-1 Cut-off Date : Initial Certificate Balance August 1, 2004 First Distribution Date : September 25, 2004 Percentage Interest of : 100% this Certificate ("Denomination") : $ Initial Certificate Balances of all Certificates of this Class : $ CUSIP : Interest Rate : Maturity Date : INDYMAC MBS, MORGAN STANLEY ABS CAPITAL I INC. Residential Asset Securitization Trust 200_-__ Morgan Stanley ABS Cap▇▇▇▇ ▇ ▇▇▇. ▇▇ust 2004-HE6 Mortgage PassP▇▇▇-Through Certificates▇▇r▇▇▇▇ ▇▇rtificates, Series 200_-__ 2004-HE6 Class A-R evidencing a percentage interest in the distributions allocable to the Class ACertificates of the above-R Certificates with respect to a Trust Fund consisting primarily of a pool of conventional mortgage loans (the "Mortgage Loans") secured by first liens on one- to four-family residential propertiesreferenced Class. Principal Distributions in respect of this Certificate is distributable monthly as set forth herein. Accordingly, the This Class R Certificate has no Certificate Balance at any time may be less than the Certificate Balance as set forth hereinand is not entitled to distributions in respect of principal or interest. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Seller, Trustee or any other party to the Master Servicer or the Trustee Agreement referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that __________________ Morgan Stanley & Co. Incorporated is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the denomination Percent▇▇▇ ▇▇t▇▇▇▇▇ ▇pecified above of this Certificate by the aggregate of the denominations of all Certificates of any monthly distributions due to the Class to which this Certificate belongs) in certain monthly distributions with respect to a Trust Fund consisting primarily of the Mortgage Loans deposited by IndyMac MBS, Inc. (the "Depositor"). The Trust Fund was created R Certificates pursuant to a Pooling and Servicing Agreement dated as of the Cut-off Date specified above (the "Agreement") among the Depositor, IndyMac Bank, F.S.B.Morgan Stanley ABS Capital I Inc., as seller and master servicer depositor (the "Seller" or the Depositor"Master Servicer"), Chase ▇▇▇▇▇t▇▇▇ ▇▇▇tgage Corporation, as appropriate)servicer, Countrywide Home Loans Servicing LP, as servicer, HomEq Servicing Corporation, as servicer, Accredited Home Lenders, Inc., as a responsible party, NC Capital Corporation, as a responsible party, and Deutsche Bank National Trust Company, as trustee (the "Trustee"). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Any distribution of the proceeds of any remaining assets of the Trust Fund will be made only upon presentment and surrender of this Class A-R Certificate at the Corporate Trust Office or the office or agency maintained offices designated by the Trustee for such purposes or such other location specified in New York, New Yorkthe notice to Certificateholders. No transfer of a Class A-R Certificate shall be made unless the Trustee shall have received either (i) a representation letter from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Trustee, to the effect that such transferee is not an employee benefit plan or arrangement subject to Section 406 of ERISA ERISA, a plan or arrangement subject to Section 4975 of the CodeCode or a plan subject to Similar Law, or a person acting on behalf of any such plan or arrangement or nor using the assets of any such plan or arrangement to effect such transfer, which representation letter shall not be an expense of the Trustee Trustee, the Servicers or the Master ServicerTrust Fund. In the event that such representation is violated, (ii) if the purchaser or any attempt is an insurance company, made to transfer to a representation that the purchaser is an insurance company which is purchasing such Certificates with funds contained in an "insurance company general account" (as such term is defined in plan or arrangement subject to Section V(e) 406 of Prohibited Transaction Class Exemption 95-60 ("PTCE 95-60")) and that the purchase and holding of such Certificates are covered under PTCE 95-60 ERISA or (iii) in the case of any such Class A-R Certificate presented for registration in the name of an employee benefit a plan subject to ERISA, or Section 4975 of the Code (or comparable provisions of any subsequent enactments)a plan subject to Similar Law, or a trustee of any such plan or any other person acting on behalf of any such plan or arrangement, arrangement or using such plan's or arrangement's assets, an Opinion of Counsel satisfactory to the Trustee and the Master Servicer to the effect that the purchase or holding of such Class A-R Certificate will not result in the assets of the Trust Fund being deemed to be "any such plan assets" and subject to the prohibited transaction provisions of ERISA and the Code and will not subject the Trustee or the Master Servicer to any obligation in addition to those undertaken in this Agreementarrangement, which Opinion of Counsel shall not be an expense of the Trustee such attempted transfer or the Master Servicer. Notwithstanding anything else to the contrary herein, any purported transfer of a Class A-R Certificate to or on behalf of an employee benefit plan subject to ERISA or to the Code without the Opinion of Counsel satisfactory to the Trustee as described above acquisition shall be void and of no effect. Each Holder of this Class A-R Certificate will shall be deemed by the acceptance or acquisition an Ownership Interest in this Class R Certificate to have agreed to be bound by the restrictions following provisions, and the rights of the Agreement, including but not limited each Person acquiring any Ownership Interest in this Class R Certificate are expressly subject to the restrictions that following provisions: (i) each person Person holding or acquiring any Ownership Interest in this Class A-R Certificate must shall be a Permitted Transferee and shall promptly notify the Trustee of any change or impending change in its status as a Permitted Transferee, (ii) no Ownership Interest in this Class A-R Certificate may be transferred without delivery registered on the Closing Date or thereafter transferred, and the Trustee shall not register the Transfer of this Certificate unless, in addition to the certificates required to be delivered to the Trustee under Section 5.02(b) of (a) the Agreement, the Trustee shall have been furnished with a transfer affidavit Transfer Affidavit of the initial owner or the proposed transferee and (b) a transfer certificate of the transferor, each of such documents to be in the form described in attached as Exhibit G to the Agreement, (iii) each person Person holding or acquiring any Ownership Interest in this Class A-R Certificate must shall agree (A) to require obtain a transfer affidavit and Transfer Affidavit from any other Person to deliver whom such Person attempts to Transfer its Ownership Interest this Class R Certificate, (B) to obtain a transfer certificate Transfer Affidavit from any Person for whom such Person is acting as nominee, trustee or agent in connection with any Transfer of this Class R Certificate, (C) not to cause income with respect to the Trustee as required pursuant Class R Certificate to be attributable to a foreign permanent establishment or fixed base, within the Agreementmeaning of an applicable income tax treaty, of such Person or any other U.S. Person and (ivD) each person holding or acquiring an not to Transfer the Ownership Interest in this Class A-R Certificate must agree not or to transfer an cause the Transfer of the Ownership Interest in this Class A-R Certificate to any other Person if it has actual knowledge that the proposed transferee such Person is not a Non-Permitted Transferee and (viv) any attempted or purported transfer Transfer of any the Ownership Interest in this Class A-R Certificate in violation of such restrictions will the provisions herein shall be absolutely null and void and will shall vest no rights in the purported transfereeTransferee. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned authenticated by an authorized signatory of the Trustee.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Morgan Stanley ABS Capital I Inc. Trust 2004-He6)
Certificate No. 1 Cut-off Date : Initial Certificate Balance January 1, 2004 First Distribution Date : February 25, 2004 Percentage Interest of : this Certificate ("Denomination") : $ Initial Certificate Balances of all Certificates of this Class : $ 100% CUSIP : Interest Rate [36228F ZT 6] ISIN : Maturity Date : INDYMAC MBS, INC[US36228FZT64] GS MORTGAGE SECURITIES CORP. Residential Asset Securitization GSAMP Trust 200_-__ 2004-FM1 Mortgage Pass-Through Certificates, Series 200_-__ 2004-FM1 Class A-R evidencing a percentage interest in the distributions allocable to the Class ACertificates of the above-R Certificates with respect to a Trust Fund consisting primarily of a pool of conventional mortgage loans (the "Mortgage Loans") secured by first liens on one- to four-family residential propertiesreferenced Class. Principal Distributions in respect of this Certificate is distributable monthly as set forth herein. Accordingly, the This Class R Certificate has no Certificate Balance at any time may be less than the Certificate Balance as set forth hereinand is not entitled to distributions in respect of principal or interest. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Seller, the Master Servicer or the Trustee referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that [__________________ ____] is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the denomination specified above of this Certificate by the aggregate of the denominations of all Certificates of any monthly distributions due to the Class to which this Certificate belongs) in certain monthly distributions with respect to a Trust Fund consisting primarily of the Mortgage Loans deposited by IndyMac MBS, Inc. (the "Depositor"). The Trust Fund was created R Certificates pursuant to a Pooling and Servicing Agreement dated as of the Cut-off Date specified above January 1, 2004 (the "Agreement") among the Depositor, IndyMac Bank, F.S.B.GS Mortgage Securities Corp., as seller and master depositor (the "Depositor"), HomEq Servicing Corporation, as servicer (the "Seller" or the "Master Servicer", as appropriate), and Deutsche Bank Wells Fargo Bank, National Trust CompanyAssociation, as trustee (the "Trustee"). To the extent ▇▇▇ ▇xtent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Any distribution of the proceeds of any remaining assets of the Trust Fund will be made only upon presentment and surrender of this Class A-R Certificate at the Corporate Trust Office offices designated by the Trustee for such purposes or the office or agency maintained by the Trustee in New York, New YorkTrustee. No transfer of a Class A-R Certificate shall be made unless the Trustee shall have received either (i) a representation letter from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Trustee, to the effect that such transferee is not an employee benefit plan or arrangement subject to Section 406 of ERISA ERISA, a plan or arrangement subject to Section 4975 of the CodeCode or a plan subject to Similar Law, or a person acting on behalf of any such plan or arrangement or nor using the assets of any such plan or arrangement to effect such transfer, which representation letter shall not be an expense of the Trustee Trustee, the Servicer or the Master ServicerTrust Fund. In the event that such representation is violated, (ii) if the purchaser or any attempt is an insurance company, made to transfer to a representation that the purchaser is an insurance company which is purchasing such Certificates with funds contained in an "insurance company general account" (as such term is defined in plan or arrangement subject to Section V(e) 406 of Prohibited Transaction Class Exemption 95-60 ("PTCE 95-60")) and that the purchase and holding of such Certificates are covered under PTCE 95-60 ERISA or (iii) in the case of any such Class A-R Certificate presented for registration in the name of an employee benefit a plan subject to ERISA, or Section 4975 of the Code (or comparable provisions of any subsequent enactments)a plan subject to Similar Law, or a trustee of any such plan or any other person acting on behalf of any such plan or arrangement, arrangement or using such plan's or arrangement's assets, an Opinion of Counsel satisfactory to the Trustee and the Master Servicer to the effect that the purchase or holding of such Class A-R Certificate will not result in the assets of the Trust Fund being deemed to be "any such plan assets" and subject to the prohibited transaction provisions of ERISA and the Code and will not subject the Trustee or the Master Servicer to any obligation in addition to those undertaken in this Agreementarrangement, which Opinion of Counsel shall not be an expense of the Trustee such attempted transfer or the Master Servicer. Notwithstanding anything else to the contrary herein, any purported transfer of a Class A-R Certificate to or on behalf of an employee benefit plan subject to ERISA or to the Code without the Opinion of Counsel satisfactory to the Trustee as described above acquisition shall be void and of no effect. Each Holder of this Class A-R Certificate will shall be deemed by the acceptance or acquisition an Ownership Interest in this Class R Certificate to have agreed to be bound by the restrictions following provisions, and the rights of the Agreement, including but not limited each Person acquiring any Ownership Interest in this Class R Certificate are expressly subject to the restrictions that following provisions: (i) each person Person holding or acquiring any Ownership Interest in this Class A-R Certificate must shall be a Permitted Transferee and shall promptly notify the Trustee of any change or impending change in its status as a Permitted Transferee, (ii) no Ownership Interest in this Class A-R Certificate may be transferred without delivery registered on the Closing Date or thereafter transferred, and the Trustee shall not register the Transfer of this Certificate unless, in addition to the certificates required to be delivered to the Trustee under Section 5.02(b) of (a) the Agreement, the Trustee shall have been furnished with a transfer affidavit Transfer Affidavit of the initial owner or the proposed transferee and (b) a transfer certificate of the transferor, each of such documents to be in the form described in attached as Exhibit G to the Agreement, (iii) each person Person holding or acquiring any Ownership Interest in this Class A-R Certificate must shall agree (A) to require obtain a transfer affidavit and Transfer Affidavit from any other Person to deliver whom such Person attempts to Transfer its Ownership Interest this Class R Certificate, (B) to obtain a transfer certificate Transfer Affidavit from any Person for whom such Person is acting as nominee, trustee or agent in connection with any Transfer of this Class R Certificate, (C) not to cause income with respect to the Trustee as required pursuant Class R Certificate to be attributable to a foreign permanent establishment or fixed base, within the Agreementmeaning of an applicable income tax treaty, of such Person or any other U.S. Person and (ivD) each person holding or acquiring an not to Transfer the Ownership Interest in this Class A-R Certificate must agree not or to transfer an cause the Transfer of the Ownership Interest in this Class A-R Certificate to any other Person if it has actual knowledge that the proposed transferee such Person is not a Permitted Transferee and (viv) any attempted or purported transfer Transfer of any the Ownership Interest in this Class A-R Certificate in violation of such restrictions will the provisions herein shall be absolutely null and void and will shall vest no rights in the purported transfereeTransferee. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned by an authorized signatory of the Trustee.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Gs Mortgage Securities Corp MTG Pa THR Cert Ser 2004-Fm1)
Certificate No. 1 Cut-off Date : Initial Certificate Balance December 1, 2001 First Distribution Date : January 25, 2002 Percentage Interest of this Certificate ("DenominationDENOMINATION") : $ Initial Certificate Balances of all Certificates of this Class : $ 100% -------------- CUSIP : Interest Rate : Maturity Date : INDYMAC MBS, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ CAPITAL I INC. Residential Asset Securitization ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Capital I Inc. Trust 200_-__ 2001-NC4 Mortgage Pass-Through Certificates, Series 200_-__ 2001-NC4 Class A-R X evidencing a percentage interest in the distributions allocable to the Class ACertificates of the above-R Certificates with respect to a Trust Fund consisting primarily of a pool of conventional mortgage loans (the "Mortgage Loans") secured by first liens on one- to four-family residential propertiesreferenced Class. Principal Distributions in respect of this Certificate is are distributable monthly as set forth herein. Accordingly, the Certificate Balance at any time may be less than the Certificate Balance as set forth herein. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the SellerServicer, the Master Servicer Responsible Party or the Trustee referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that __________________ U.S. Bank National Association, as Indenture Trustee, is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the denomination of this Certificate by the aggregate of the denominations of all Certificates of the Class to which this Certificate belongs) in certain monthly distributions with respect to a Trust Fund consisting primarily of the Mortgage Loans deposited by IndyMac MBS, Inc. (the "Depositor"). The Trust Fund was created pursuant to a Pooling and Servicing Agreement dated as of the Cut-off Date specified above (the "AgreementAGREEMENT") among the Depositor, IndyMac Bank, F.S.B.▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ Capital I Inc., as seller and master depositor (the "DEPOSITOR"), Ocwen Federal Bank FSB, as servicer (the "Seller" or SERVICER"), NC Capital Corporation, as responsible party (the "Master ServicerRESPONSIBLE PARTY", as appropriate), ) and Deutsche U.S. Bank National Trust CompanyAssociation, as trustee (the "TrusteeTRUSTEE"). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Any This Certificate does not have a Certificate Balance or Pass-Through Rate and will be entitled to distributions only to the extent set forth in the Agreement. In addition, any distribution of the proceeds of any remaining assets of the Trust Fund will be made only upon presentment and surrender of this Class A-R Certificate at the Corporate Trust Office offices designated by the Trustee for such purposes or the office or agency maintained by the Trustee in New York, New YorkTrustee. No transfer of a Certificate of this Class A-R shall be made unless such disposition is exempt from the registration requirements of the Securities Act of 1933, as amended (the "1933 ACT"), and any applicable state securities laws or is made in accordance with the 1933 Act and such laws. In the event of any such transfer, the Trustee shall require the transferor to execute a transferor certificate (in substantially the form attached to the Pooling and Servicing Agreement) and deliver either (i) a Rule 144A Letter, in either case substantially in the form attached to the Agreement, or (ii) a written Opinion of Counsel to the Trustee that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the 1933 Act or is being made pursuant to the 1933 Act, which Opinion of Counsel shall be an expense of the transferor. Except with respect to the transfer of this Certificate to the NIMs Trust on the Closing Date, no transfer of this Certificate shall be made unless the Trustee shall have received either (i) a representation letter from the transferee of such Certificatetransferee, acceptable to and in form and substance satisfactory to the Trustee, to the effect that such transferee is not neither an employee benefit plan or arrangement subject to Section 406 of ERISA or ERISA, a plan subject to Section 4975 of the CodeCode or a plan subject to any Federal, state or local law materially similar to the foregoing provisions of ERISA or the Code ("SIMILAR LAW"), nor a person acting on behalf of any such plan or arrangement or using the assets of any such plan or arrangement to effect such transfer, which representation letter shall not be an expense of the Trustee or the Master Servicer, (ii) if this Certificate has been the purchaser subject of an ERISA-Qualifying Underwriting (as such term is an insurance companydefined in the Agreement), a representation letter from the transferee, acceptable to and in form and substance satisfactory to the Trustee, to the effect that the purchaser such transferee is an insurance company which and is purchasing such Certificates acquiring this Certificate with funds contained in an "insurance company general account" (as such term is defined in Section V(e) of Prohibited Transaction Class Exemption 95-60 ("PTCE 95-60")) and that the purchase and holding of such Certificates are covered under Sections I and III of PTCE 95-60 or (iii) in the case of any such Class A-R if this Certificate is presented for registration in the name of an employee benefit plan subject to Title I of ERISA, or a plan subject to Section 4975 of the Code (or comparable provisions of any subsequent enactments)a plan subject to Similar Law, or a trustee of any such plan or any other person acting on behalf of or using the assets of any such plan or arrangement, or using such plan's or arrangement's assets, an Opinion of Counsel satisfactory to the Trustee and the Master Servicer, which Opinion of Counsel shall not be an expense of the Trustee, the Servicer or the Trust Fund, addressed to the Trustee, to the effect that the purchase or holding of such Class A-R this Certificate will not result in the assets of the Trust Fund being deemed to be "plan assets" and subject to the prohibited transaction provisions of ERISA and the Code or similar provisions of Similar Law and will not subject the Trustee or the Master Servicer to any obligation in addition to those expressly undertaken in this Agreement, which Opinion of Counsel shall not be an expense of the Trustee or the Master Servicer. Notwithstanding anything else to the contrary herein, any purported transfer of a Class A-R Certificate to or on behalf of an employee benefit plan subject to ERISA Agreement or to the Code without the Opinion of Counsel satisfactory to the Trustee as described above shall be void and of no effect. Each Holder of this Class A-R Certificate will be deemed to have agreed to be bound by the restrictions of the Agreement, including but not limited to the restrictions that (i) each person holding or acquiring any Ownership Interest in this Class A-R Certificate must be a Permitted Transferee, (ii) no Ownership Interest in this Class A-R Certificate may be transferred without delivery to the Trustee of (a) a transfer affidavit of the proposed transferee and (b) a transfer certificate of the transferor, each of such documents to be in the form described in the Agreement, (iii) each person holding or acquiring any Ownership Interest in this Class A-R Certificate must agree to require a transfer affidavit and to deliver a transfer certificate to the Trustee as required pursuant to the Agreement, (iv) each person holding or acquiring an Ownership Interest in this Class A-R Certificate must agree not to transfer an Ownership Interest in this Class A-R Certificate if it has actual knowledge that the proposed transferee is not a Permitted Transferee and (v) any attempted or purported transfer of any Ownership Interest in this Class A-R Certificate in violation of such restrictions will be absolutely null and void and will vest no rights in the purported transfereeliability. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned by an authorized signatory of the Trustee.. * * * WITNESS WHEREOF, the Trustee has caused this Certificate to be duly executed. Dated:
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Morgan Stanley Dean Witter Capital I Inc)
Certificate No. Cut-off Date : Initial Certificate Balance June 1, 2004 First Distribution Date : July 26, 2004 Percentage Interest of : this Certificate ("Denomination") : $ Initial Certificate Balances of all Certificates of this Class : $ 100% CUSIP : Interest Rate ISIN : Maturity Date : INDYMAC MBS, INCGS MORTGAGE SECURITIES CORP. Residential Asset Securitization GSAMP Trust 200_-__ 2004-SEA2 Mortgage Pass-Through Certificates, Series 200_-__ 2004-SEA2 Class A-R evidencing a percentage interest in the distributions allocable to the Class ACertificates of the above-R Certificates with respect to a Trust Fund consisting primarily of a pool of conventional mortgage loans (the "Mortgage Loans") secured by first liens on one- to four-family residential propertiesreferenced Class. Principal Distributions in respect of this Certificate is are distributable monthly as set forth herein. Accordingly, the This Class R Certificate has no Certificate Balance at any time may be less than the Certificate Balance as set forth hereinand is not entitled to distributions in respect of principal or interest. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Seller, the Master Servicer or the Trustee referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that [__________________ ] is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the denomination specified above of this Certificate by the aggregate of the denominations of all Certificates of any monthly distributions due to the Class to which this Certificate belongs) in certain monthly distributions with respect to a Trust Fund consisting primarily of the Mortgage Loans deposited by IndyMac MBS, Inc. (the "Depositor"). The Trust Fund was created R Certificates pursuant to a Pooling and Servicing Agreement dated as of the Cut-off Date specified above June 1, 2004 (the "Agreement") ), among the Depositor, IndyMac Bank, F.S.B.GS Mortgage Securities Corp., as seller and master servicer depositor (the "Seller" or Depositor"), Ocwen Federal Bank FSB, as servicer, (the "Master Servicer"), Bank One, N.A., as appropriate), servicer and Deutsche Bank National Trust Companyresponsible party (the "Responsible Party") and JPMorgan Chase Bank, as trustee and Backup servicer (the "Trustee"). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Any distribution of the proceeds of any remaining assets of the Trust Fund will be made only upon presentment and surrender of this Class A-R Certificate at the Corporate Trust Office or the office or agency maintained offices designated by the Trustee in New York, New Yorkfor such purposes. No transfer of a Class A-R Certificate shall be made unless the Trustee shall have received either (i) a representation letter from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Trustee, to the effect that such transferee is not an employee benefit plan or arrangement subject to Section 406 of ERISA ERISA, a plan or arrangement subject to Section 4975 of the CodeCode or a plan subject to Similar Law, or a person acting on behalf of any such plan or arrangement or nor using the assets of any such plan or arrangement to effect such transfer, which representation letter shall not be an expense of the Trustee Trustee, the Servicer or the Master ServicerTrust Fund. In the event that such representation is violated, (ii) if the purchaser or any attempt is an insurance company, made to transfer to a representation that the purchaser is an insurance company which is purchasing such Certificates with funds contained in an "insurance company general account" (as such term is defined in plan or arrangement subject to Section V(e) 406 of Prohibited Transaction Class Exemption 95-60 ("PTCE 95-60")) and that the purchase and holding of such Certificates are covered under PTCE 95-60 ERISA or (iii) in the case of any such Class A-R Certificate presented for registration in the name of an employee benefit a plan subject to ERISA, or Section 4975 of the Code (or comparable provisions of any subsequent enactments)a plan subject to Similar Law, or a trustee of any such plan or any other person acting on behalf of any such plan or arrangement, arrangement or using such plan's or arrangement's assets, an Opinion of Counsel satisfactory to the Trustee and the Master Servicer to the effect that the purchase or holding of such Class A-R Certificate will not result in the assets of the Trust Fund being deemed to be "any such plan assets" and subject to the prohibited transaction provisions of ERISA and the Code and will not subject the Trustee or the Master Servicer to any obligation in addition to those undertaken in this Agreementarrangement, which Opinion of Counsel shall not be an expense of the Trustee such attempted transfer or the Master Servicer. Notwithstanding anything else to the contrary herein, any purported transfer of a Class A-R Certificate to or on behalf of an employee benefit plan subject to ERISA or to the Code without the Opinion of Counsel satisfactory to the Trustee as described above acquisition shall be void and of no effect. Each Holder of this Class A-R Certificate will shall be deemed by the acceptance or acquisition an Ownership Interest in this Class R Certificate to have agreed to be bound by the restrictions following provisions, and the rights of the Agreement, including but not limited each Person acquiring any Ownership Interest in this Class R Certificate are expressly subject to the restrictions that following provisions: (i) each person Person holding or acquiring any Ownership Interest in this Class A-R Certificate must shall be a Permitted Transferee and shall promptly notify the Trustee of any change or impending change in its status as a Permitted Transferee, (ii) no Ownership Interest in this Class A-R Certificate may be transferred without delivery registered on the Closing Date or thereafter transferred, and the Trustee shall not register the Transfer of this Certificate unless, in addition to the certificates required to be delivered to the Trustee under Section 5.02(b) of (a) the Agreement, the Trustee shall have been furnished with a transfer affidavit Transfer Affidavit of the initial owner or the proposed transferee and (b) a transfer certificate of the transferor, each of such documents to be in the form described in attached as Exhibit G to the Agreement, (iii) each person Person holding or acquiring any Ownership Interest in this Class A-R Certificate must shall agree (A) to require obtain a transfer affidavit and Transfer Affidavit from any other Person to deliver whom such Person attempts to Transfer its Ownership Interest this Class R Certificate, (B) to obtain a transfer certificate Transfer Affidavit from any Person for whom such Person is acting as nominee, trustee or agent in connection with any Transfer of this Class R Certificate, (C) not to cause income with respect to the Trustee as required pursuant Class R Certificate to be attributable to a foreign permanent establishment or fixed base, within the Agreementmeaning of an applicable income tax treaty, of such Person or any other U.S. Person and (ivD) each person holding or acquiring an not to Transfer the Ownership Interest in this Class A-R Certificate must agree not or to transfer an cause the Transfer of the Ownership Interest in this Class A-R Certificate to any other Person if it has actual knowledge that the proposed transferee such Person is not a Permitted Transferee and (viv) any attempted or purported transfer Transfer of any the Ownership Interest in this Class A-R Certificate in violation of such restrictions will the provisions herein shall be absolutely null and void and will shall vest no rights in the purported transfereeTransferee. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned authenticated by an authorized signatory of the Trustee.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (GS Mortgage GSAMP Trust 2004-Sea2)
Certificate No. Cut-off Date : Initial Certificate Balance March 1, 2004 First Distribution Date : April 26, 2004 Percentage Interest of this Certificate ("Denomination") : $ Initial Certificate Balances of all Certificates of this Class : $ 100% CUSIP : Interest Rate 362260 AL 5 ISIN: Maturity Date : INDYMAC MBS, INCUS362260AL53 GS MORTGAGE SECURITIES CORP. Residential Asset Securitization GSAMP Trust 200_-__ 2004-FM2 Mortgage Pass-Through Certificates, Series 200_-__ 2004-FM2 Class A-R X evidencing a percentage interest in the distributions allocable to the Class ACertificates of the above-R Certificates with respect to a Trust Fund consisting primarily of a pool of conventional mortgage loans (the "Mortgage Loans") secured by first liens on one- to four-family residential propertiesreferenced Class. Principal Distributions in respect of this Certificate is are distributable monthly as set forth herein. Accordingly, the Certificate Balance at any time may be less than the Certificate Balance as set forth herein. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Seller, the Master Servicer or the Trustee referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that [__________________ ______] is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the denomination of this Certificate by the aggregate of the denominations of all Certificates of the Class to which this Certificate belongs) in certain monthly distributions with respect to a Trust Fund consisting primarily of the Mortgage Loans deposited by IndyMac MBS, Inc. (the "Depositor"). The Trust Fund was created pursuant to a Pooling and Servicing Agreement dated as of the Cut-off Date specified above March 1, 2004 (the "Agreement") among the Depositor, IndyMac Bank, F.S.B.GS Mortgage Securities Corp., as seller and master depositor (the "Depositor"), HomEq Servicing Corporation, as servicer (the "Seller" or the "Master Servicer", as appropriate), and Deutsche Bank Wells Fargo Bank, National Trust CompanyAssociation, as trustee (the "Trustee"). To the extent ▇▇▇ ▇xtent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Any This Certificate will be entitled to distributions only to the extent set forth in the Agreement. In addition, any distribution of the proceeds of any remaining assets of the Trust Fund will be made only upon presentment and surrender of this Class A-R Certificate at the Corporate Trust Office offices designated by the Trustee for such purposes or the office or agency maintained by the Trustee in New York, New YorkTrustee. No transfer of a Certificate of this Class A-R shall be made unless such disposition is exempt from the registration requirements of the Securities Act of 1933, as amended (the "1933 Act"), and any applicable state securities laws or is made in accordance with the 1933 Act and such laws. In the event of any such transfer, the Trustee shall require the transferor to execute a transferor certificate (in substantially the form attached to the Pooling and Servicing Agreement) and deliver either (i) a Rule 144A Letter, in either case substantially in the form attached to the Agreement, or (ii) a written Opinion of Counsel to the Trustee that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the 1933 Act or is being made pursuant to the 1933 Act, which Opinion of Counsel shall be an expense of the transferor. No transfer of a Certificate of this Class shall be made unless the Trustee shall have received either (i) a representation letter from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Trustee, to the effect that such transferee is not an employee benefit plan subject to Section 406 of ERISA or ERISA, Section 4975 of the CodeCode or any materially similar provisions of applicable Federal, state or local law ("Similar Law"), or a person acting on behalf of any such or investing plan or arrangement or using the assets of any such plan or arrangement to effect such transferplan, which representation letter shall not be an expense of the Trustee Trustee, or the Master Servicer, (ii) if the purchaser transferee is an insurance company, a representation letter that the purchaser is an insurance company which it is purchasing such Certificates with funds contained in an "insurance company the assets of its general account" (as such term is defined in Section V(e) of Prohibited Transaction Class Exemption 95-60 ("PTCE 95-60")) account and that the purchase and holding of such Certificates are covered under Sections I and III of PTCE 95-60 60, or (iii) in the case of any such Class A-R a Certificate presented for registration in the name of an employee benefit plan subject to ERISA, or a plan or arrangement subject to Section 4975 of the Code (or comparable provisions of any subsequent enactments)) or a plan subject to Similar Law, or a trustee of any such plan or any other person acting on behalf of any such plan or arrangement, arrangement or using such plan's or arrangement's assets, an Opinion of Counsel satisfactory to the Trustee and the Master Servicer to the effect that the purchase or holding of such Class A-R Certificate will not result in the assets of the Trust Fund being deemed to be "plan assets" and subject to the prohibited transaction provisions of ERISA and the Code and will not subject the Trustee or the Master Servicer to any obligation in addition to those undertaken in this AgreementServicer, which Opinion of Counsel shall not be an expense of the Trustee, the Servicer or the Trust Fund, addressed to the Trustee, to the effect that the purchase or holding of such Certificate will not constitute or result in a prohibited transaction within the meaning of ERISA, Section 4975 of the Code or any Similar Law and will not subject the Trustee or the Master Servicer. Notwithstanding anything else Servicer to the contrary herein, any purported transfer of a Class A-R Certificate obligation in addition to or on behalf of an employee benefit plan subject to ERISA those expressly undertaken in this Agreement or to the Code without the Opinion of Counsel satisfactory to the Trustee as described above shall be void and of no effect. Each Holder of this Class A-R Certificate will be deemed to have agreed to be bound by the restrictions of the Agreement, including but not limited to the restrictions that (i) each person holding or acquiring any Ownership Interest in this Class A-R Certificate must be a Permitted Transferee, (ii) no Ownership Interest in this Class A-R Certificate may be transferred without delivery to the Trustee of (a) a transfer affidavit of the proposed transferee and (b) a transfer certificate of the transferor, each of such documents to be in the form described in the Agreement, (iii) each person holding or acquiring any Ownership Interest in this Class A-R Certificate must agree to require a transfer affidavit and to deliver a transfer certificate to the Trustee as required pursuant to the Agreement, (iv) each person holding or acquiring an Ownership Interest in this Class A-R Certificate must agree not to transfer an Ownership Interest in this Class A-R Certificate if it has actual knowledge that the proposed transferee is not a Permitted Transferee and (v) any attempted or purported transfer of any Ownership Interest in this Class A-R Certificate in violation of such restrictions will be absolutely null and void and will vest no rights in the purported transfereeliability. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned by an authorized signatory of the Trustee.. * * *
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Gs Mortgage Sec Corp Mortga Mort Passthr Certs Ser 2004-Fm2)
Certificate No. P-1 Cut-off Date : Initial Certificate Balance August 1, 2004 First Distribution Date : September 25, 2004 Percentage Interest of this Certificate ("Denomination") : $ Initial Certificate Balances of all Certificates of this Class : $ CUSIP : Interest Rate : Maturity Date : INDYMAC MBS, 100% MORGAN STANLEY ABS CAPITAL I INC. Residential Asset Securitization Trust 200_-__ Morgan Stanley ABS Ca▇▇▇▇▇ I ▇▇▇. ▇rust 2004-HE6 Mortgage Pass-Through ▇▇▇▇-T▇▇▇▇▇▇ Certificates, Series 200_-__ 2004-HE6 Class A-R P evidencing a percentage interest in the distributions allocable to the Class ACertificates of the above-R Certificates with respect to a Trust Fund consisting primarily of a pool of conventional mortgage loans (the "Mortgage Loans") secured by first liens on one- to four-family residential propertiesreferenced Class. Principal Distributions in respect of this Certificate is are distributable monthly as set forth herein. Accordingly, the Certificate Balance at any time may be less than the Certificate Balance as set forth herein. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Seller, Trustee or any other party to the Master Servicer or the Trustee Agreement referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that __________________ Morgan Stanley Mortgage Capital Inc. is the registered owner of the Percentage Interest Perc▇▇▇▇▇▇ ▇▇▇▇▇▇▇t evidenced by this Certificate (obtained by dividing the denomination of this Certificate by the aggregate of the denominations of all Certificates of the Class to which this Certificate belongs) in certain monthly distributions with respect to a Trust Fund consisting primarily of the Mortgage Loans deposited by IndyMac MBS, Inc. (the "Depositor"). The Trust Fund was created pursuant to a Pooling and Servicing Agreement dated as of the Cut-off Date specified above (the "Agreement") among the Depositor, IndyMac Bank, F.S.B.Morgan Stanley ABS Capital I Inc., as seller and master servicer depositor (the "Seller" or the Depositor"Master Servicer"), Chase, ▇▇▇▇t▇▇▇▇▇▇ Home Loans Servicing LP, as appropriate)servicer, HomEq Servicing Corporation, as servicer, Manhattan Mortgage Corporation, as servicer, Accredited Home Lenders, Inc., as a responsible party, NC Capital Corporation, as a responsible party, and Deutsche Bank National Trust Company, as trustee (the "Trustee"). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Any This Certificate does not have a Pass-Through Rate and will be entitled to distributions only to the extent set forth in the Agreement. In addition, any distribution of the proceeds of any remaining assets of the Trust Fund will be made only upon presentment and surrender of this Class A-R Certificate at the Corporate Trust Office or the office or agency maintained offices designated by the Trustee for such purposes, or such other location specified in New York, New Yorkthe notice to Certificateholders. No transfer of a Certificate of this Class A-R shall be made unless such disposition is exempt from the registration requirements of the Securities Act of 1933, as amended (the "1933 Act"), and any applicable state securities laws or is made in accordance with the 1933 Act and such laws. In the event of any such transfer, the Trustee shall require the transferor to execute a transferor certificate (in substantially the form attached to the Pooling and Servicing Agreement) and deliver either (i) a Rule 144A Letter, in either case substantially in the form attached to the Agreement, or (ii) a written Opinion of Counsel to the Trustee that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the 1933 Act or is being made pursuant to the 1933 Act, which Opinion of Counsel shall be an expense of the transferor. No transfer of a Certificate of this Class shall be made unless the Trustee shall have received either (i) a representation letter from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Trustee, to the effect that such transferee is not an employee benefit plan subject to Section 406 of ERISA or ERISA, Section 4975 of the CodeCode or any materially similar provisions of applicable federal, state or local law ("Similar Law"), or a person acting on behalf of any such or investing plan or arrangement or using the assets of any such plan or arrangement to effect such transferplan, which representation letter shall not be an expense of the Trustee or the Master Servicer, (ii) if the purchaser is an insurance company, a representation that the purchaser is an insurance company which is purchasing such Certificates with funds contained in an "insurance company general account" (as such term is defined in Section V(e) of Prohibited Transaction Class Exemption 95-60 ("PTCE 95-60")) and that the purchase and holding of such Certificates are covered under PTCE 95-60 or (iii) in the case of any such Class A-R Certificate presented for registration in the name of an employee benefit plan subject to ERISA, or Section 4975 of the Code (or comparable provisions of any subsequent enactments), or a trustee of any such plan or any other person acting on behalf of any such plan or arrangement, or using such plan's or arrangement's assets, an Opinion of Counsel satisfactory to the Trustee and the Master Servicer to the effect that the purchase or holding of such Class A-R Certificate will not result in the assets of the Trust Fund being deemed to be "plan assets" and subject to the prohibited transaction provisions of ERISA and the Code and will not subject the Trustee or the Master Servicer to any obligation in addition to those undertaken in this Agreement, which Opinion of Counsel shall not be an expense of the Trustee or the Master Servicer. Notwithstanding anything else to the contrary herein, any purported transfer of a Class A-R Certificate to or on behalf of an employee benefit plan subject to ERISA or to the Code without the Opinion of Counsel satisfactory to the Trustee as described above shall be void and of no effect. Each Holder of this Class A-R Certificate will be deemed to have agreed to be bound by the restrictions of the Agreement, including but not limited to the restrictions that (i) each person holding or acquiring any Ownership Interest in this Class A-R Certificate must be a Permitted Transferee, (ii) no Ownership Interest in this Class A-R Certificate may be transferred without delivery to the Trustee of (a) a transfer affidavit of the proposed transferee and (b) a transfer certificate of the transferor, each of such documents to be in the form described in the Agreement, (iii) each person holding or acquiring any Ownership Interest in this Class A-R Certificate must agree to require a transfer affidavit and to deliver a transfer certificate to the Trustee as required pursuant to the Agreement, (iv) each person holding or acquiring an Ownership Interest in this Class A-R Certificate must agree not to transfer an Ownership Interest in this Class A-R Certificate if it has actual knowledge that the proposed transferee is not a Permitted Transferee and (v) any attempted or purported transfer of any Ownership Interest in this Class A-R Certificate in violation of such restrictions will be absolutely null and void and will vest no rights in the purported transfereeTrustee. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned authenticated by an authorized signatory of the Trustee.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Morgan Stanley ABS Capital I Inc. Trust 2004-He6)
Certificate No. Cut-off Date : Initial Certificate Balance May 1, 2004 First Distribution Date : June 25, 2004 Percentage Interest of : this Certificate ("Denomination") : $ Initial Certificate Balances of all Certificates of this Class : $ 100% CUSIP : Interest Rate ISIN : Maturity Date : INDYMAC MBS, INCGS MORTGAGE SECURITIES CORP. Residential Asset Securitization FFMLT Trust 200_-__ 2004-FF3 Mortgage Pass-Through Certificates, Series 200_-__ 2004-FF3 Class A-R evidencing a percentage interest in the distributions allocable to the Class ACertificates of the above-R Certificates with respect to a Trust Fund consisting primarily of a pool of conventional mortgage loans (the "Mortgage Loans") secured by first liens on one- to four-family residential propertiesreferenced Class. Principal Distributions in respect of this Certificate is are distributable monthly as set forth herein. Accordingly, the This Class R Certificate has no Certificate Balance at any time may be less than the Certificate Balance as set forth hereinand is not entitled to distributions in respect of principal or interest. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Seller, the Master Servicer or the Trustee referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that [__________________ ] is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the denomination specified above of this Certificate by the aggregate of the denominations of all Certificates of any monthly distributions due to the Class to which this Certificate belongs) in certain monthly distributions with respect to a Trust Fund consisting primarily of the Mortgage Loans deposited by IndyMac MBS, Inc. (the "Depositor"). The Trust Fund was created R Certificates pursuant to a Pooling and Servicing Agreement dated as of the Cut-off Date specified above May 1, 2004 (the "Agreement") among the Depositor, IndyMac Bank, F.S.B.GS Mortgage Securities Corp., as seller and master depositor (the "Depositor"), Chase Manhattan Mortgage Corporation, as servicer (the "Seller" or the "Master Servicer", as appropriate), ) and Deutsche Bank National Trust Company, as trustee (the "Trustee"). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Any distribution of the proceeds of any remaining assets of the Trust Fund will be made only upon presentment and surrender of this Class A-R Certificate at the Corporate Trust Office or the office or agency maintained offices designated by the Trustee in New York, New Yorkfor such purposes. No transfer of a Class A-R Certificate shall be made unless the Trustee shall have received either (i) a representation letter from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Trustee, to the effect that such transferee is not an employee benefit plan or arrangement subject to Section 406 of ERISA ERISA, a plan or arrangement subject to Section 4975 of the CodeCode or a plan subject to Similar Law, or a person acting on behalf of any such plan or arrangement or nor using the assets of any such plan or arrangement to effect such transfer, which representation letter shall not be an expense of the Trustee Trustee, the Servicer or the Master ServicerTrust Fund. In the event that such representation is violated, (ii) if the purchaser or any attempt is an insurance company, made to transfer to a representation that the purchaser is an insurance company which is purchasing such Certificates with funds contained in an "insurance company general account" (as such term is defined in plan or arrangement subject to Section V(e) 406 of Prohibited Transaction Class Exemption 95-60 ("PTCE 95-60")) and that the purchase and holding of such Certificates are covered under PTCE 95-60 ERISA or (iii) in the case of any such Class A-R Certificate presented for registration in the name of an employee benefit a plan subject to ERISA, or Section 4975 of the Code (or comparable provisions of any subsequent enactments)a plan subject to Similar Law, or a trustee of any such plan or any other person acting on behalf of any such plan or arrangement, arrangement or using such plan's or arrangement's assets, an Opinion of Counsel satisfactory to the Trustee and the Master Servicer to the effect that the purchase or holding of such Class A-R Certificate will not result in the assets of the Trust Fund being deemed to be "any such plan assets" and subject to the prohibited transaction provisions of ERISA and the Code and will not subject the Trustee or the Master Servicer to any obligation in addition to those undertaken in this Agreementarrangement, which Opinion of Counsel shall not be an expense of the Trustee such attempted transfer or the Master Servicer. Notwithstanding anything else to the contrary herein, any purported transfer of a Class A-R Certificate to or on behalf of an employee benefit plan subject to ERISA or to the Code without the Opinion of Counsel satisfactory to the Trustee as described above acquisition shall be void and of no effect. Each Holder of this Class A-R Certificate will shall be deemed by the acceptance or acquisition an Ownership Interest in this Class R Certificate to have agreed to be bound by the restrictions following provisions, and the rights of the Agreement, including but not limited each Person acquiring any Ownership Interest in this Class R Certificate are expressly subject to the restrictions that following provisions: (i) each person Person holding or acquiring any Ownership Interest in this Class A-R Certificate must shall be a Permitted Transferee and shall promptly notify the Trustee of any change or impending change in its status as a Permitted Transferee, (ii) no Ownership Interest in this Class A-R Certificate may be transferred without delivery registered on the Closing Date or thereafter transferred, and the Trustee shall not register the Transfer of this Certificate unless, in addition to the certificates required to be delivered to the Trustee under Section 5.02(b) of (a) the Agreement, the Trustee shall have been furnished with a transfer affidavit Transfer Affidavit of the initial owner or the proposed transferee and (b) a transfer certificate of the transferor, each of such documents to be in the form described in attached as Exhibit G to the Agreement, (iii) each person Person holding or acquiring any Ownership Interest in this Class A-R Certificate must shall agree (A) to require obtain a transfer affidavit and Transfer Affidavit from any other Person to deliver whom such Person attempts to Transfer its Ownership Interest this Class R Certificate, (B) to obtain a transfer certificate Transfer Affidavit from any Person for whom such Person is acting as nominee, trustee or agent in connection with any Transfer of this Class R Certificate, (C) not to cause income with respect to the Trustee as required pursuant Class R Certificate to be attributable to a foreign permanent establishment or fixed base, within the Agreementmeaning of an applicable income tax treaty, of such Person or any other U.S. Person and (ivD) each person holding or acquiring an not to Transfer the Ownership Interest in this Class A-R Certificate must agree not or to transfer an cause the Transfer of the Ownership Interest in this Class A-R Certificate to any other Person if it has actual knowledge that the proposed transferee such Person is not a Permitted Transferee and (viv) any attempted or purported transfer Transfer of any the Ownership Interest in this Class A-R Certificate in violation of such restrictions will the provisions herein shall be absolutely null and void and will shall vest no rights in the purported transfereeTransferee. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned authenticated by an authorized signatory of the Trustee.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (GS Mortgage Securities Corp. FFMLT Trust 2004-Ff3)
Certificate No. R-1 Cut-off Date : Initial Certificate Balance August 1, 2004 First Distribution Date : September 25, 2004 Percentage Interest of : this Certificate ("Denomination") : $ Initial Certificate Balances of all Certificates of this Class : $ CUSIP : Interest Rate : Maturity Date : INDYMAC MBS, 100% MORGAN STANLEY ABS CAPITAL I INC. Residential Asset Securitization Trust 200_-__ Morgan Stanley ABS Ca▇▇▇▇▇ I ▇▇▇. ▇rust 2004-NC7 Mortgage Pass▇▇▇▇-Through Certificates▇h▇▇▇▇▇ ▇ertificates, Series 200_-__ 2004-NC7 Class A-R evidencing a percentage interest in the distributions allocable to the Class ACertificates of the above-R Certificates with respect to a Trust Fund consisting primarily of a pool of conventional mortgage loans (the "Mortgage Loans") secured by first liens on one- to four-family residential propertiesreferenced Class. Principal Distributions in respect of this Certificate is distributable monthly as set forth herein. Accordingly, the This Class R Certificate has no Certificate Balance at any time may be less than the Certificate Balance as set forth hereinand is not entitled to distributions in respect of principal or interest. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Seller, Trustee or any other party to the Master Servicer or the Trustee Agreement referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that __________________ Morgan Stanley & Co. Incorporated is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the denomination Percen▇▇▇▇ ▇n▇▇▇▇▇▇ specified above of this Certificate by the aggregate of the denominations of all Certificates of any monthly distributions due to the Class to which this Certificate belongs) in certain monthly distributions with respect to a Trust Fund consisting primarily of the Mortgage Loans deposited by IndyMac MBS, Inc. (the "Depositor"). The Trust Fund was created R Certificates pursuant to a Pooling and Servicing Agreement dated as of the Cut-off Date specified above (the "Agreement") among the Depositor, IndyMac Bank, F.S.B.Morgan Stanley ABS Capital I Inc., as seller and master servicer depositor (the "Seller" or the Depositor"Master Servicer"), Chas▇ ▇▇▇▇a▇▇▇▇ ▇▇rtgage Corporation, as appropriate)servicer, HomEq Servicing Corporation, as servicer, New Century Mortgage Corporation, as servicer, NC Capital Corporation, as responsible party, and Deutsche Bank National Trust Company, as trustee (the "Trustee"). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Any distribution of the proceeds of any remaining assets of the Trust Fund will be made only upon presentment and surrender of this Class A-R Certificate at the Corporate Trust Office or the office or agency maintained offices designated by the Trustee for such purposes or such other location specified in New York, New Yorkthe notice to Certificateholders. No transfer of a Class A-R Certificate shall be made unless the Trustee shall have received either (i) a representation letter from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Trustee, to the effect that such transferee is not an employee benefit plan or arrangement subject to Section 406 of ERISA ERISA, a plan or arrangement subject to Section 4975 of the CodeCode or a plan subject to Similar Law, or a person acting on behalf of any such plan or arrangement or nor using the assets of any such plan or arrangement to effect such transfer, which representation letter shall not be an expense of the Trustee Trustee, the Servicers or the Master ServicerTrust Fund. In the event that such representation is violated, (ii) if the purchaser or any attempt is an insurance company, made to transfer to a representation that the purchaser is an insurance company which is purchasing such Certificates with funds contained in an "insurance company general account" (as such term is defined in plan or arrangement subject to Section V(e) 406 of Prohibited Transaction Class Exemption 95-60 ("PTCE 95-60")) and that the purchase and holding of such Certificates are covered under PTCE 95-60 ERISA or (iii) in the case of any such Class A-R Certificate presented for registration in the name of an employee benefit a plan subject to ERISA, or Section 4975 of the Code (or comparable provisions of any subsequent enactments)a plan subject to Similar Law, or a trustee of any such plan or any other person acting on behalf of any such plan or arrangement, arrangement or using such plan's or arrangement's assets, an Opinion of Counsel satisfactory to the Trustee and the Master Servicer to the effect that the purchase or holding of such Class A-R Certificate will not result in the assets of the Trust Fund being deemed to be "any such plan assets" and subject to the prohibited transaction provisions of ERISA and the Code and will not subject the Trustee or the Master Servicer to any obligation in addition to those undertaken in this Agreementarrangement, which Opinion of Counsel shall not be an expense of the Trustee such attempted transfer or the Master Servicer. Notwithstanding anything else to the contrary herein, any purported transfer of a Class A-R Certificate to or on behalf of an employee benefit plan subject to ERISA or to the Code without the Opinion of Counsel satisfactory to the Trustee as described above acquisition shall be void and of no effect. Each Holder of this Class A-R Certificate will shall be deemed by the acceptance or acquisition an Ownership Interest in this Class R Certificate to have agreed to be bound by the restrictions following provisions, and the rights of the Agreement, including but not limited each Person acquiring any Ownership Interest in this Class R Certificate are expressly subject to the restrictions that following provisions: (i) each person Person holding or acquiring any Ownership Interest in this Class A-R Certificate must shall be a Permitted Transferee and shall promptly notify the Trustee of any change or impending change in its status as a Permitted Transferee, (ii) no Ownership Interest in this Class A-R Certificate may be transferred without delivery registered on the Closing Date or thereafter transferred, and the Trustee shall not register the Transfer of this Certificate unless, in addition to the certificates required to be delivered to the Trustee under Section 5.02(b) of (a) the Agreement, the Trustee shall have been furnished with a transfer affidavit Transfer Affidavit of the initial owner or the proposed transferee and (b) a transfer certificate of the transferor, each of such documents to be in the form described in attached as Exhibit G to the Agreement, (iii) each person Person holding or acquiring any Ownership Interest in this Class A-R Certificate must shall agree (A) to require obtain a transfer affidavit and Transfer Affidavit from any other Person to deliver whom such Person attempts to Transfer its Ownership Interest this Class R Certificate, (B) to obtain a transfer certificate Transfer Affidavit from any Person for whom such Person is acting as nominee, trustee or agent in connection with any Transfer of this Class R Certificate, (C) not to cause income with respect to the Trustee as required pursuant Class R Certificate to be attributable to a foreign permanent establishment or fixed base, within the Agreementmeaning of an applicable income tax treaty, of such Person or any other U.S. Person and (ivD) each person holding or acquiring an not to Transfer the Ownership Interest in this Class A-R Certificate must agree not or to transfer an cause the Transfer of the Ownership Interest in this Class A-R Certificate to any other Person if it has actual knowledge that the proposed transferee such Person is not a Non-Permitted Transferee and (viv) any attempted or purported transfer Transfer of any the Ownership Interest in this Class A-R Certificate in violation of such restrictions will the provisions herein shall be absolutely null and void and will shall vest no rights in the purported transfereeTransferee. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned authenticated by an authorized signatory of the Trustee.. * * *
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Morgan Stanley ABS Capital I Inc. Trust 2004-Nc7)
Certificate No. SC-1 Cut-off Date : Initial Certificate Balance of this Certificate ("Denomination") : $ Initial Certificate Balances of all Certificates of this Class : $ CUSIP : Interest Rate : Maturity Date : INDYMAC MBSJune 1, INC. Residential 2007 BCAP LLC Securitized Asset Securitization Backed Receivables LLC Trust 200_-__ 2007-BR5 Mortgage Pass-Through Certificates, Series 200_-__ Class A2007-R BR5 Servicing Fee Certificate evidencing the distributions allocable undivided 100% interest in the servicing fee payable pursuant to the Class A-R Certificates with respect to a Trust Fund consisting primarily of a pool of conventional mortgage loans Agreement (the "Mortgage Loans") secured by first liens on one- to four-family residential propertiesas defined below). Principal Distributions in respect of this Servicing Fee Certificate is are distributable monthly according to the provisions in Section 3.11 of the Agreement and are subject to the Servicer's obligation to pay Compensating Interest as set forth herein. AccordinglyFor the avoidance of doubt, no distributions will be paid through this certificate, but rather shall be distributed in accordance with Section 3.11 of the Certificate Balance at any time may be less than the Certificate Balance as set forth hereinAgreement. This Servicing Fee Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Seller, the Master Servicer Depositor or the Trustee referred to below or any of their respective affiliates. Neither this Servicing Fee Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that __________________ Barclays Capital Real Estate Inc. d/b/a HomEq Servicing, as servicer (the "Servicer"), is the registered owner of the Percentage Interest interest evidenced by this Certificate (obtained by dividing Servicing Fee Certificate, which interest is the denomination of this Certificate by entire interest in the aggregate of the denominations of all Certificates of the Class to which this Certificate belongs) in certain monthly distributions with respect to a Trust Fund consisting primarily of the Mortgage Loans deposited by IndyMac MBS, Inc. (the "Depositor"). The Trust Fund was created Servicing Fee payable pursuant to a Pooling and Servicing Agreement dated as of the Cut-off Date specified above June 1, 2007 (the "Agreement") among the Depositor, IndyMac Bank, F.S.B.BCAP LLC, as seller and master servicer depositor (the "Seller" or Depositor"), the "Master Servicer", as appropriate), and Deutsche Bank National Trust Company, as trustee (the "Trustee"). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Servicing Fee Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Servicing Fee Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Any distribution of the proceeds of any remaining assets of the Trust Fund will be made only upon presentment and surrender of this Class A-R Certificate at the Corporate Trust Office or the office or agency maintained by the Trustee in New York, New York. No transfer of a Class A-R Certificate shall be made unless the Trustee shall have received either (i) a representation letter from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Trustee, to the effect that such transferee is not an employee benefit plan subject to Section 406 of ERISA or Section 4975 of the Code, or a person acting on behalf of any such plan or arrangement or using the assets of any such plan or arrangement to effect such transfer, which representation letter shall not be an expense of the Trustee or the Master Servicer, (ii) if the purchaser is an insurance company, a representation that the purchaser is an insurance company which is purchasing such Certificates with funds contained in an "insurance company general account" (as such term is defined in Section V(e) of Prohibited Transaction Class Exemption 95-60 ("PTCE 95-60")) and that the purchase and holding of such Certificates are covered under PTCE 95-60 or (iii) in the case of any such Class A-R Certificate presented for registration in the name of an employee benefit plan subject to ERISA, or Section 4975 of the Code (or comparable provisions of any subsequent enactments), or a trustee of any such plan or any other person acting on behalf of any such plan or arrangement, or using such plan's or arrangement's assets, an Opinion of Counsel satisfactory to the Trustee and the Master Servicer to the effect that the purchase or holding of such Class A-R Certificate will not result in the assets of the Trust Fund being deemed to be "plan assets" and subject to the prohibited transaction provisions of ERISA and the Code and will not subject the Trustee or the Master Servicer to any obligation in addition to those undertaken in this Agreement, which Opinion of Counsel shall not be an expense of the Trustee or the Master Servicer. Notwithstanding anything else to the contrary herein, any purported transfer of a Class A-R Certificate to or on behalf of an employee benefit plan subject to ERISA or to the Code without the Opinion of Counsel satisfactory to the Trustee as described above shall be void and of no effect. Each Holder of this Class A-R Certificate will be deemed to have agreed to be bound by the restrictions of the Agreement, including but not limited to the restrictions that (i) each person holding or acquiring any Ownership Interest in this Class A-R Certificate must be a Permitted Transferee, (ii) no Ownership Interest in this Class A-R Certificate may be transferred without delivery to the Trustee of (a) a transfer affidavit of the proposed transferee and (b) a transfer certificate of the transferor, each of such documents to be in the form described in the Agreement, (iii) each person holding or acquiring any Ownership Interest in this Class A-R Certificate must agree to require a transfer affidavit and to deliver a transfer certificate to the Trustee as required pursuant to the Agreement, (iv) each person holding or acquiring an Ownership Interest in this Class A-R Certificate must agree not to transfer an Ownership Interest in this Class A-R Certificate if it has actual knowledge that the proposed transferee is not a Permitted Transferee and (v) any attempted or purported transfer of any Ownership Interest in this Class A-R Certificate in violation of such restrictions will be absolutely null and void and will vest no rights in the purported transferee. Reference is hereby made to the further provisions of this Servicing Fee Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Servicing Fee Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned authenticated by an authorized signatory of the Trustee., except that the Servicer shall be entitled to the Servicing Fee whether or not this Servicing Fee Certificate has been executed, authenticated or delivered to the Servicer. * * *
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Securitized Asset Backed Receivables LLC Trust 2007-Br5)
Certificate No. Cut-off Date : Initial Certificate Balance December 1, 2005 First Distribution Date : January 27, 2006 Percentage Interest of this Certificate ("Denomination") : $ Initial Certificate Balances of all Certificates of this Class : $ [__]% CUSIP : Interest Rate 362341 M9 7 ISIN: Maturity Date : INDYMAC MBS, INCUS362341M978 GS MORTGAGE SECURITIES CORP. Residential Asset Securitization GSAMP Trust 200_-__ 2005-WMC3 Mortgage Pass-Through Certificates, Series 200_-__ 2005-WMC3 Class A-R X evidencing a percentage interest in the distributions allocable to the Class ACertificates of the above-R Certificates with respect to a Trust Fund consisting primarily of a pool of conventional mortgage loans (the "Mortgage Loans") secured by first liens on one- to four-family residential propertiesreferenced Class. Principal Distributions in respect of this Certificate is are distributable monthly as set forth herein. Accordingly, the Certificate Balance at any time may be less than the Certificate Balance as set forth herein. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the SellerServicer, the Master Servicer Purchaser, WMC or the Trustee referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that [__________________ ______] is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the denomination of this Certificate by the aggregate of the denominations of all Certificates of the Class to which this Certificate belongs) in certain monthly distributions with respect to a Trust Fund consisting primarily of the Mortgage Loans deposited by IndyMac MBS, Inc. (the "Depositor"). The Trust Fund was created pursuant to a Pooling and Servicing Agreement dated as of the Cut-off Date specified above December 1, 2005 (the "Agreement") among the Depositor, IndyMac Bank, F.S.B.GS Mortgage Securities Corp., as seller and master depositor (the "Depositor"), Litton Loan Servicing LP, as servicer (the "Seller" or Servicer"), Wells Farg▇ ▇▇▇▇, N.A., as custodian (the "Master ServicerCustodian", as appropriate), and Deutsche Bank Deutsc▇▇ ▇▇nk National Trust Company, as trustee (the "Trustee"). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Any This Certificate will be entitled to distributions only to the extent set forth in the Agreement. In addition, any distribution of the proceeds of any remaining assets of the Trust Fund will be made only upon presentment and surrender of this Class A-R Certificate at the Corporate Trust Office or the office or agency maintained offices designated by the Trustee for such purposes or such other location specified in New York, New Yorkthe notice to Certificateholders. No transfer of a Certificate of this Class A-R Certificate shall be made unless such disposition is exempt from the registration requirements of the Securities Act of 1933, as amended (the "1933 Act"), and any applicable state securities laws or is made in accordance with the 1933 Act and such laws. In the event of any such transfer, the Trustee shall have received require the transferor to execute a transferor certificate (in substantially the form attached to the Pooling and Servicing Agreement) and deliver either (i) a representation letter from Rule 144A Letter, substantially in the transferee of such Certificate, acceptable to and in form and substance satisfactory attached to the Trustee, to the effect that such transferee is not an employee benefit plan subject to Section 406 of ERISA or Section 4975 of the CodeAgreement, or a person acting on behalf of any such plan or arrangement or using the assets of any such plan or arrangement to effect such transfer, which representation letter shall not be an expense of the Trustee or the Master Servicer, (ii) if the purchaser is an insurance company, a representation that the purchaser is an insurance company which is purchasing such Certificates with funds contained in an "insurance company general account" (as such term is defined in Section V(e) of Prohibited Transaction Class Exemption 95-60 ("PTCE 95-60")) and that the purchase and holding of such Certificates are covered under PTCE 95-60 or (iii) in the case of any such Class A-R Certificate presented for registration in the name of an employee benefit plan subject to ERISA, or Section 4975 of the Code (or comparable provisions of any subsequent enactments), or a trustee of any such plan or any other person acting on behalf of any such plan or arrangement, or using such plan's or arrangement's assets, an written Opinion of Counsel satisfactory to the Trustee that such transfer may be made pursuant to an exemption, describing the applicable exemption and the Master Servicer basis therefor, from the 1933 Act or is being made pursuant to the effect that the purchase or holding of such Class A-R Certificate will not result in the assets of the Trust Fund being deemed to be "plan assets" and subject to the prohibited transaction provisions of ERISA and the Code and will not subject the Trustee or the Master Servicer to any obligation in addition to those undertaken in this Agreement1933 Act, which Opinion of Counsel shall not be an expense of the Trustee or the Master Servicer. Notwithstanding anything else to the contrary herein, any purported transfer of a Class A-R Certificate to or on behalf of an employee benefit plan subject to ERISA or to the Code without the Opinion of Counsel satisfactory to the Trustee as described above shall be void and of no effect. Each Holder of this Class A-R Certificate will be deemed to have agreed to be bound by the restrictions of the Agreement, including but not limited to the restrictions that (i) each person holding or acquiring any Ownership Interest in this Class A-R Certificate must be a Permitted Transferee, (ii) no Ownership Interest in this Class A-R Certificate may be transferred without delivery to the Trustee of (a) a transfer affidavit of the proposed transferee and (b) a transfer certificate of the transferor, each of such documents to be in the form described in the Agreement, (iii) each person holding or acquiring any Ownership Interest in this Class A-R Certificate must agree to require a transfer affidavit and to deliver a transfer certificate to the Trustee as required pursuant to the Agreement, (iv) each person holding or acquiring an Ownership Interest in this Class A-R Certificate must agree not to transfer an Ownership Interest in this Class A-R Certificate if it has actual knowledge that the proposed transferee is not a Permitted Transferee and (v) any attempted or purported transfer of any Ownership Interest in this Class A-R Certificate in violation of such restrictions will be absolutely null and void and will vest no rights in the purported transferee. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned authenticated by an authorized signatory of the Trustee.. ***
Appears in 1 contract
Sources: Pooling and Servicing Agreement (GSAMP Trust 2005-Wmc3)
Certificate No. X-1 Cut-off Date : Initial Certificate Balance July 1, 2004 First Distribution Date : August 25, 2004 Percentage Interest of this Certificate ("Denomination") : $ Initial Certificate Balances of all Certificates of this Class : $ CUSIP : Interest Rate : Maturity Date : INDYMAC MBS, 100% MORGAN STANLEY ABS CAPITAL I INC. Residential Asset Securitization Morgan Stanley ABS C▇▇▇▇▇▇ ▇ ▇▇▇. Trust 200_-__ Mortgage Pass2004-Through HE5 Mortgag▇ ▇▇▇▇-▇▇▇▇▇▇▇ Certificates, Series 200_-__ 2004-HE5 Class A-R X evidencing a percentage interest in the distributions allocable to the Class ACertificates of the above-R Certificates with respect to a Trust Fund consisting primarily of a pool of conventional mortgage loans (the "Mortgage Loans") secured by first liens on one- to four-family residential propertiesreferenced Class. Principal Distributions in respect of this Certificate is are distributable monthly as set forth herein. Accordingly, the Certificate Balance at any time may be less than the Certificate Balance as set forth herein. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the SellerChase, the Master Servicer Countrywide, HomEq, Accredited, NC Capital or the Trustee referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that __________________ Deutsche Bank National Trust Company, as NIM Trustee, is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the denomination of this Certificate by the aggregate of the denominations of all Certificates of the Class to which this Certificate belongs) in certain monthly distributions with respect to a Trust Fund consisting primarily of the Mortgage Loans deposited by IndyMac MBS, Inc. (the "Depositor"). The Trust Fund was created pursuant to a Pooling and Servicing Agreement dated as of the Cut-off Date specified above (the "Agreement") among the Depositor, IndyMac Bank, F.S.B.Morgan Stanley ABS Capital I Inc., as seller and master servicer depositor (the "Seller" or the Depositor"Master Servicer"), Chas▇ ▇▇▇▇a▇▇▇▇ ▇▇rtgage Corporation, as appropriateservicer ("Chase"), Countrywide Home Loans Servicing LP, as servicer ("Countrywide"), HomEq Servicing Corporation, as servicer ("HomEq"), Accredited Home Lenders, Inc., as a responsible party ("Accredited"), NC Capital Corporation, as a responsible party ("NC Capital") and Deutsche Bank National Trust Company, as trustee (the "Trustee"). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Any This Certificate does not have a Certificate Balance or Pass-Through Rate and will be entitled to distributions only to the extent set forth in the Agreement. In addition, any distribution of the proceeds of any remaining assets of the Trust Fund will be made only upon presentment and surrender of this Class A-R Certificate at the Corporate Trust Office or the office or agency maintained offices designated by the Trustee for such purposes or such other location specified in New York, New Yorkthe notice to Certificateholders. No transfer of a Certificate of this Class A-R shall be made unless such disposition is exempt from the registration requirements of the Securities Act of 1933, as amended (the "1933 Act"), and any applicable state securities laws or is made in accordance with the 1933 Act and such laws. In the event of any such transfer, the Trustee shall require the transferor to execute a transferor certificate (in substantially the form attached to the Pooling and Servicing Agreement) and deliver either (i) a Rule 144A Letter, in either case substantially in the form attached to the Agreement, or (ii) a written Opinion of Counsel to the Trustee that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the 1933 Act or is being made pursuant to the 1933 Act, which Opinion of Counsel shall be an expense of the transferor. No transfer of a Certificate of this Class shall be made unless the Trustee shall have received either (i) a representation letter from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Trustee, to the effect that such transferee is not an employee benefit plan subject to Section 406 of ERISA or Section 4975 of the CodeCode or any materially similar provisions of applicable Federal, state or local law ("Similar Law") or a person acting on behalf of any such or investing plan or arrangement or using the assets of any such plan or arrangement to effect such transferplan, which representation letter shall not be an expense of the Trustee Trustee, or the Master Servicer, (ii) if the purchaser transferee is an insurance company, a representation letter that the purchaser is an insurance company which it is purchasing such Certificates with funds contained in an "insurance company the assets of its general account" (as such term is defined in Section V(e) of Prohibited Transaction Class Exemption 95-60 ("PTCE 95-60")) account and that the purchase and holding of such Certificates are covered under Sections I and III of PTCE 95-60 60, or (iii) in the case of any such Class A-R a Certificate presented for registration in the name of an employee benefit plan subject to ERISA, or a plan or arrangement subject to Section 4975 of the Code (or comparable provisions of any subsequent enactments)) or a plan subject to Similar Law, or a trustee of any such plan or any other person acting on behalf of any such plan or arrangement, arrangement or using such plan's or arrangement's assets, an Opinion of Counsel satisfactory to the Trustee and the Master Servicer to the effect that the purchase or holding of such Class A-R Certificate will not result in the assets of the Trust Fund being deemed to be "plan assets" and subject to the prohibited transaction provisions of ERISA and the Code and will not subject the Trustee or the Master Servicer to any obligation in addition to those undertaken in this AgreementServicers, which Opinion of Counsel shall not be an expense of the Trustee, the Servicer or the Trust Fund, addressed to the Trustee, to the effect that the purchase or holding of such Certificate will not constitute or result in a non-exempt prohibited transaction within the meaning of ERISA, Section 4975 of the Code or any Similar Law and will not subject the Trustee or the Master Servicer. Notwithstanding anything else Servicers to the contrary herein, any purported transfer of a Class A-R Certificate obligation in addition to or on behalf of an employee benefit plan subject to ERISA those expressly undertaken in this Agreement or to the Code without the Opinion of Counsel satisfactory to the Trustee as described above shall be void and of no effect. Each Holder of this Class A-R Certificate will be deemed to have agreed to be bound by the restrictions of the Agreement, including but not limited to the restrictions that (i) each person holding or acquiring any Ownership Interest in this Class A-R Certificate must be a Permitted Transferee, (ii) no Ownership Interest in this Class A-R Certificate may be transferred without delivery to the Trustee of (a) a transfer affidavit of the proposed transferee and (b) a transfer certificate of the transferor, each of such documents to be in the form described in the Agreement, (iii) each person holding or acquiring any Ownership Interest in this Class A-R Certificate must agree to require a transfer affidavit and to deliver a transfer certificate to the Trustee as required pursuant to the Agreement, (iv) each person holding or acquiring an Ownership Interest in this Class A-R Certificate must agree not to transfer an Ownership Interest in this Class A-R Certificate if it has actual knowledge that the proposed transferee is not a Permitted Transferee and (v) any attempted or purported transfer of any Ownership Interest in this Class A-R Certificate in violation of such restrictions will be absolutely null and void and will vest no rights in the purported transfereeliability. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned authenticated by an authorized signatory of the Trustee.. ***
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Morgan Stanley ABS Capital I Inc. Trust 2004-He5)
Certificate No. Cut-off Date Percentage Interest: Initial Certificate Balance of this Certificate ("Denomination") : $ Initial Certificate Balances of all Certificates of this Class : $ CUSIP : Interest Rate : Maturity Date : INDYMAC MBS, INC. Residential Asset Securitization Trust 200_-__ Mortgage Pass-Through Certificates, Series 200_-__ Class A-R evidencing the distributions allocable to the Class A-R Certificates with respect to a Trust Fund consisting primarily of a pool of conventional mortgage loans (the "Mortgage Loans") secured by first liens on one- to four-family residential properties. Principal ___% ----------------------- 1 To be inserted in respect of this Certificate is distributable monthly as set forth herein. Accordingly, the Certificate Balance at any time may to be less than the Certificate Balance as set forth herein. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed held by the Depositor, Holder of the Seller, Special Interest. CERTIFICATE OF AUTHENTICATION This is one of the Master Servicer or the Trustee Subordinated Certificates referred to below or any in the within-mentioned Trust Agreement. Date of their respective affiliates. Neither this Authentication: WILMINGTON TRUST COMPANY, as Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that Registrar December ___, 2001 By: ____________________________ Authorized Officer THIS CERTIFIES THAT _____________, is the registered owner of the above specified Percentage Interest evidenced by this Certificate in THE NELNET GROUP TRUST II (obtained by dividing the denomination of this Certificate by the aggregate of the denominations of all Certificates of the Class to which this Certificate belongs) in certain monthly distributions with respect "Trust"). The Trust was created pursuant to a Trust Fund consisting primarily Agreement dated as of December 1, 2001 (the Mortgage Loans deposited by IndyMac MBS"Trust Agreement"), Inc. among EMT Corp., as depositor (the "Depositor"). The Trust Fund was created pursuant to a Pooling and Servicing Agreement dated , NELnet, Inc., as of the Cut-off Date specified above administrator (the "AgreementAdministrator") among the Depositor, IndyMac Bank, F.S.B., as seller and master servicer (the "Seller" or the "Master Servicer", as appropriate), and Deutsche Bank National Wilmington Trust Company, as trustee (the "Trustee"), Certificate Paying Agent and Certificate Registrar, and the JPMorgan Chase Bank as Collateral Agent, Note Registrar and Note Paying Agent, a summary of certain of the pertinent provisions of which is set forth below. To the extent not otherwise defined herein, the capitalized terms used herein have the meanings assigned to them in the Trust Agreement. This certificate is one of the duly authorized certificates designated in the Trust Agreement as Subordinated Certificates (the "Subordinated Certificates"). The Trust is also issuing _____% Student Loan Interest Margin Securities (the "Notes"). This Subordinated Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, Trust Agreement which is incorporated herein by reference and to which Agreement the Holder of this Subordinated Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Any distribution Distributions with respect to the Subordinated Certificates will be made, but only after payment in full of the proceeds of any remaining current principal and interest payment on the Notes, solely from the assets of the Trust, which include (as more fully described in the Trust Fund will be made only upon presentment and surrender of this Class A-R Certificate at the Corporate Trust Office or the office or agency maintained by the Trustee in New York, New York. No transfer of a Class A-R Certificate shall be made unless the Trustee shall have received either Agreement): (i) the right to receive the residual cash-flow (the "Underlying Residual Rights") from a representation letter from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Trustee, to the effect that such transferee is not an employee benefit plan subject to Section 406 of ERISA or Section 4975 of the Code, or a person acting on behalf of any such plan or arrangement or using the assets of any such plan or arrangement to effect such transfer, which representation letter shall not be an expense of the Trustee or the Master Servicermaster trust estate established under underlying Trust Agreements, (ii) if the purchaser is an insurance companyDepositor's right to receive certain Adjusted Program Expenses, a representation that the purchaser is an insurance company which is purchasing such Certificates with funds contained in an "insurance company general account" (as such term is defined in Section V(e) of Prohibited Transaction Class Exemption 95-60 ("PTCE 95-60")) and that the purchase and holding of such Certificates are covered under PTCE 95-60 or (iii) the Collection Account, the Reserve Account and the Distribution Account established under the Trust Agreement (collectively, the "Trust Property"). Distributions will be made with respect to the Subordinated Certificates only to the extent set forth in the case Trust Agreement, semi-annually, on the second Business Day of any each March and September, commencing September, 2002 (the "Payment Date") to the person in whose name this Subordinated Certificate is registered at the close of business on the second day immediately preceding such Class A-R Certificate presented for registration in Payment Date (the name of an employee benefit plan subject to ERISA, or Section 4975 "Record Date"). It is the intent and agreement of the Code (or comparable provisions Depositor, the Subordinated Certificateholders and the Noteholders that, for purposes of any subsequent enactments)federal income, or a trustee of any such plan or state and local income and franchise and any other person acting on behalf of any such plan or arrangementincome taxes, or using such plan's or arrangement's assetsthe Trust will be treated as a grantor trust or, an Opinion of Counsel satisfactory to if not, as a partnership with the Trustee Subordinated Certificateholders being treated as partners in that partnership, and the Master Servicer to the effect that the purchase or holding of such Class A-R Certificate Notes will not result in the assets be treated as debt of the Trust Fund being deemed to be "plan assets" and subject to the prohibited transaction provisions of ERISA and the Code and will not subject the Trustee or the Master Servicer to any obligation in addition to those undertaken in this Agreement, which Opinion of Counsel shall not be an expense of the Trustee or the Master ServicerTrust. Notwithstanding anything else to the contrary herein, any purported transfer of a Class A-R Certificate to or on behalf of an employee benefit plan subject to ERISA or to the Code without the Opinion of Counsel satisfactory to the Trustee as described above shall be void and of no effect. Each The Holder of this Class A-R Subordinated Certificate, by virtue of the acceptance hereof, agrees to treat, and to take no action inconsistent with the treatment of, the Subordinated Certificates for such tax purposes as partnership interests in the Trust. Distributions on this Subordinated Certificate will be deemed to have agreed to be bound made by the restrictions Certificate Paying Agent by check or money order mailed to the Subordinated Certificateholder of record in the Certificate Register without the presentation or surrender of this Subordinated Certificate or the making of any notation hereon or by wire transfer, in immediately available funds, to the account of the Agreement, including but not limited Subordinated Certificateholder if the Subordinated Certificateholder shall have provided to the restrictions that (i) each person holding or acquiring any Ownership Interest in this Class A-R Certificate must be a Permitted Transferee, (ii) no Ownership Interest in this Class A-R Certificate may be transferred without delivery to the Trustee of (a) a transfer affidavit of the proposed transferee and (b) a transfer certificate of the transferor, each of such documents to be in the form described in the Agreement, (iii) each person holding or acquiring any Ownership Interest in this Class A-R Certificate must agree to require a transfer affidavit and to deliver a transfer certificate to the Trustee as required pursuant to the Agreement, (iv) each person holding or acquiring an Ownership Interest in this Class A-R Certificate must agree not to transfer an Ownership Interest in this Class A-R Certificate if it has actual knowledge that the proposed transferee is not a Permitted Transferee and (v) any attempted or purported transfer of any Ownership Interest in this Class A-R Certificate in violation of such restrictions will be absolutely null and void and will vest no rights in the purported transferee. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth Paying Agent appropriate written instructions at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned by an authorized signatory of the Trustee.least five Business Days prior to
Appears in 1 contract
Sources: Trust Agreement (Nelnet Inc)
Certificate No. P-1 Cut-off Date : Initial Certificate Balance October 1, 2004 First Distribution Date : November 26, 2004 Percentage Interest of this Certificate ("Denomination") : $ Initial Certificate Balances of all Certificates of this Class : $ CUSIP : Interest Rate : Maturity Date : INDYMAC MBS, 100% MORGAN STANLEY ABS CAPITAL I INC. Residential Asset Securitization Trust 200_-__ Morgan Stanley ABS Ca▇▇▇▇▇ I ▇▇▇. ▇rust 2004-HE8 Mortgage Pass-Through ▇▇▇▇-T▇▇▇▇▇▇ Certificates, Series 200_-__ 2004-HE8 Class A-R P evidencing a percentage interest in the distributions allocable to the Class ACertificates of the above-R Certificates with respect to a Trust Fund consisting primarily of a pool of conventional mortgage loans (the "Mortgage Loans") secured by first liens on one- to four-family residential propertiesreferenced Class. Principal Distributions in respect of this Certificate is are distributable monthly as set forth herein. Accordingly, the Certificate Balance at any time may be less than the Certificate Balance as set forth herein. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Seller, Trustee or any other party to the Master Servicer or the Trustee Agreement referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that __________________ Morgan Stanley Mortgage Capital Inc., is the registered owner of the Percentage Interest Per▇▇▇▇▇▇e ▇▇▇▇▇▇st evidenced by this Certificate (obtained by dividing the denomination of this Certificate by the aggregate of the denominations of all Certificates of the Class to which this Certificate belongs) in certain monthly distributions with respect to a Trust Fund consisting primarily of the Mortgage Loans deposited by IndyMac MBS, Inc. (the "Depositor"). The Trust Fund was created pursuant to a Pooling and Servicing Agreement dated as of the Cut-off Date specified above (the "Agreement") among the Depositor, IndyMac Bank, F.S.B.Morgan Stanley ABS Capital I Inc., as seller and master servicer depositor (the "Seller" or the Depositor"Master Servicer"), Chase, ▇▇▇▇t▇▇▇▇▇▇ Home Loans Servicing LP, as appropriate)servicer, Manhattan Mortgage Corporation, as servicer, New Century Mortgage Corporation, as servicer, Aames Capital Corporation, as a responsible party, NC Capital Corporation, as a responsible party, and Deutsche Bank National Trust Company, as trustee (the "Trustee"). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Any This Certificate does not have a Pass-Through Rate and will be entitled to distributions only to the extent set forth in the Agreement. In addition, any distribution of the proceeds of any remaining assets of the Trust Fund will be made only upon presentment and surrender of this Class A-R Certificate at the Corporate Trust Office or the office or agency maintained offices designated by the Trustee for such purposes, or such other location specified in New York, New Yorkthe notice to Certificateholders. No transfer of a Certificate of this Class A-R shall be made unless such disposition is exempt from the registration requirements of the Securities Act of 1933, as amended (the "1933 Act"), and any applicable state securities laws or is made in accordance with the 1933 Act and such laws. In the event of any such transfer, the Trustee shall require the transferor to execute a transferor certificate (in substantially the form attached to the Pooling and Servicing Agreement) and deliver either (i) a Rule 144A Letter, in either case substantially in the form attached to the Agreement, or (ii) a written Opinion of Counsel to the Trustee that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the 1933 Act or is being made pursuant to the 1933 Act, which Opinion of Counsel shall be an expense of the transferor. No transfer of a Certificate of this Class shall be made unless the Trustee shall have received either (i) a representation letter from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Trustee, to the effect that such transferee is not an employee benefit plan subject to Section 406 of ERISA or ERISA, Section 4975 of the CodeCode or any materially similar provisions of applicable federal, state or local law ("Similar Law"), or a person acting on behalf of any such or investing plan or arrangement or using the assets of any such plan or arrangement to effect such transferplan, which representation letter shall not be an expense of the Trustee or the Master Servicer, (ii) if the purchaser is an insurance company, a representation that the purchaser is an insurance company which is purchasing such Certificates with funds contained in an "insurance company general account" (as such term is defined in Section V(e) of Prohibited Transaction Class Exemption 95-60 ("PTCE 95-60")) and that the purchase and holding of such Certificates are covered under PTCE 95-60 or (iii) in the case of any such Class A-R Certificate presented for registration in the name of an employee benefit plan subject to ERISA, or Section 4975 of the Code (or comparable provisions of any subsequent enactments), or a trustee of any such plan or any other person acting on behalf of any such plan or arrangement, or using such plan's or arrangement's assets, an Opinion of Counsel satisfactory to the Trustee and the Master Servicer to the effect that the purchase or holding of such Class A-R Certificate will not result in the assets of the Trust Fund being deemed to be "plan assets" and subject to the prohibited transaction provisions of ERISA and the Code and will not subject the Trustee or the Master Servicer to any obligation in addition to those undertaken in this Agreement, which Opinion of Counsel shall not be an expense of the Trustee or the Master Servicer. Notwithstanding anything else to the contrary herein, any purported transfer of a Class A-R Certificate to or on behalf of an employee benefit plan subject to ERISA or to the Code without the Opinion of Counsel satisfactory to the Trustee as described above shall be void and of no effect. Each Holder of this Class A-R Certificate will be deemed to have agreed to be bound by the restrictions of the Agreement, including but not limited to the restrictions that (i) each person holding or acquiring any Ownership Interest in this Class A-R Certificate must be a Permitted Transferee, (ii) no Ownership Interest in this Class A-R Certificate may be transferred without delivery to the Trustee of (a) a transfer affidavit of the proposed transferee and (b) a transfer certificate of the transferor, each of such documents to be in the form described in the Agreement, (iii) each person holding or acquiring any Ownership Interest in this Class A-R Certificate must agree to require a transfer affidavit and to deliver a transfer certificate to the Trustee as required pursuant to the Agreement, (iv) each person holding or acquiring an Ownership Interest in this Class A-R Certificate must agree not to transfer an Ownership Interest in this Class A-R Certificate if it has actual knowledge that the proposed transferee is not a Permitted Transferee and (v) any attempted or purported transfer of any Ownership Interest in this Class A-R Certificate in violation of such restrictions will be absolutely null and void and will vest no rights in the purported transfereeTrustee. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned authenticated by an authorized signatory of the Trustee.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Morgan Stanley ABS Capital I Inc. Trust 2004-He8)
Certificate No. Cut-off Date : Initial Certificate Balance October 1, 2004 First Distribution Date : November 25, 2004 Percentage Interest of this Certificate ("Denomination") : $ Initial Certificate Balances of all Certificates of this Class : $ 100% CUSIP : Interest Rate 36242D MV 2 ISIN: Maturity Date : INDYMAC MBS, INCUS36242DMV28 GS MORTGAGE SECURITIES CORP. Residential Asset Securitization GSAMP Trust 200_-__ 2004-NC2 Mortgage Pass-Through Certificates, Series 200_-__ 2004-NC2 Class A-R X evidencing a percentage interest in the distributions allocable to the Class ACertificates of the above-R Certificates with respect to a Trust Fund consisting primarily of a pool of conventional mortgage loans (the "Mortgage Loans") secured by first liens on one- to four-family residential propertiesreferenced Class. Principal Distributions in respect of this Certificate is are distributable monthly as set forth herein. Accordingly, the Certificate Balance at any time may be less than the Certificate Balance as set forth herein. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the SellerServicers, the Master Servicer Responsible Party or the Trustee referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that [__________________ ______] is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the denomination of this Certificate by the aggregate of the denominations of all Certificates of the Class to which this Certificate belongs) in certain monthly distributions with respect to a Trust Fund consisting primarily of the Mortgage Loans deposited by IndyMac MBS, Inc. (the "Depositor"). The Trust Fund was created pursuant to a Pooling and Servicing Agreement dated as of the Cut-off Date specified above October 1, 2004 (the "Agreement") among the Depositor, IndyMac Bank, F.S.B.GS Mortgage Securities Corp., as seller and master servicer depositor (the "Seller" or Depositor"), Litton Loan Servicing LP, as servicer, New Century Mortgage Corporatio▇, ▇▇ servicer (collectively, the "Master ServicerServicers"), NC Capital Corporation, as appropriateresponsible party (the "Responsible Party"), and Deutsche Bank National Trust Company, as trustee (the "Trustee"). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Any This Certificate will be entitled to distributions only to the extent set forth in the Agreement. In addition, any distribution of the proceeds of any remaining assets of the Trust Fund will be made only upon presentment and surrender of this Class A-R Certificate at the Corporate Trust Office offices designated by the Trustee for such purposes or the office or agency maintained by the Trustee in New York, New YorkTrustee. No transfer of a Certificate of this Class A-R shall be made unless such disposition is exempt from the registration requirements of the Securities Act of 1933, as amended (the "1933 Act"), and any applicable state securities laws or is made in accordance with the 1933 Act and such laws. In the event of any such transfer, the Trustee shall require the transferor to execute a transferor certificate (in substantially the form attached to the Pooling and Servicing Agreement) and deliver either (i) a Rule 144A Letter, substantially in the form attached to the Agreement, or (ii) a written Opinion of Counsel to the Trustee that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the 1933 Act or is being made pursuant to the 1933 Act, which Opinion of Counsel shall be an expense of the transferor. No transfer of a Certificate of this Class shall be made unless the Trustee shall have received either (i) a representation letter from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Trustee, to the effect that such transferee is not an employee benefit plan subject to Section 406 of ERISA or ERISA, Section 4975 of the CodeCode or any materially similar provisions of applicable Federal, state or local law ("Similar Law"), or a person acting on behalf of any such or investing plan or arrangement or using the assets of any such plan or arrangement to effect such transferplan, which representation letter shall not be an expense of the Trustee or the Master Servicer, (ii) if the purchaser is an insurance company, a representation that the purchaser is an insurance company which is purchasing such Certificates with funds contained in an "insurance company general account" (as such term is defined in Section V(e) of Prohibited Transaction Class Exemption 95-60 ("PTCE 95-60")) and that the purchase and holding of such Certificates are covered under PTCE 95-60 or (iii) in the case of any such Class A-R Certificate presented for registration in the name of an employee benefit plan subject to ERISA, or Section 4975 of the Code (or comparable provisions of any subsequent enactments), or a trustee of any such plan or any other person acting on behalf of any such plan or arrangement, or using such plan's or arrangement's assets, an Opinion of Counsel satisfactory to the Trustee and the Master Servicer to the effect that the purchase or holding of such Class A-R Certificate will not result in the assets of the Trust Fund being deemed to be "plan assets" and subject to the prohibited transaction provisions of ERISA and the Code and will not subject the Trustee or the Master Servicer to any obligation in addition to those undertaken in this Agreement, which Opinion of Counsel shall not be an expense of the Trustee or the Master Servicer. Notwithstanding anything else to the contrary herein, any purported transfer of a Class A-R Certificate to or on behalf of an employee benefit plan subject to ERISA or to the Code without the Opinion of Counsel satisfactory to the Trustee as described above shall be void and of no effect. Each Holder of this Class A-R Certificate will be deemed to have agreed to be bound by the restrictions of the Agreement, including but not limited to the restrictions that (i) each person holding or acquiring any Ownership Interest in this Class A-R Certificate must be a Permitted Transferee, (ii) no Ownership Interest in this Class A-R Certificate may be transferred without delivery to the Trustee of (a) a transfer affidavit of the proposed transferee and (b) a transfer certificate of the transferor, each of such documents to be in the form described in the Agreement, (iii) each person holding or acquiring any Ownership Interest in this Class A-R Certificate must agree to require a transfer affidavit and to deliver a transfer certificate to the Trustee as required pursuant to the Agreement, (iv) each person holding or acquiring an Ownership Interest in this Class A-R Certificate must agree not to transfer an Ownership Interest in this Class A-R Certificate if it has actual knowledge that the proposed transferee is not a Permitted Transferee and (v) any attempted or purported transfer of any Ownership Interest in this Class A-R Certificate in violation of such restrictions will be absolutely null and void and will vest no rights in the purported transfereeTrustee. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned authenticated by an authorized signatory of the Trustee.. ***
Appears in 1 contract
Sources: Pooling and Servicing Agreement (GS Mortgage Securities Corp GSAMP Trust 2004-Nc2)
Certificate No. 1 Cut-off Date : Initial Certificate Balance May 1, 2004 First Distribution Date : June 25, 2004 Percentage Interest of this Certificate ("Denomination") : $ Initial Certificate Balances of all Certificates of this Class : $ 100% CUSIP : Interest Rate ISIN : Maturity Date : INDYMAC MBS, INCGS MORTGAGE SECURITIES CORP. Residential Asset Securitization FFMLT Trust 200_-__ 2004-FF3 Mortgage Pass-Through Certificates, Series 200_-__ 2004-FF3 Class A-R P evidencing a percentage interest in the distributions allocable to the Class ACertificates of the above-R Certificates with respect to a Trust Fund consisting primarily of a pool of conventional mortgage loans (the "Mortgage Loans") secured by first liens on one- to four-family residential propertiesreferenced Class. Principal Distributions in respect of this Certificate is are distributable monthly as set forth herein. Accordingly, the Certificate Balance at any time may be less than the Certificate Balance as set forth herein. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Seller, the Master Servicer or the Trustee referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that [__________________ ] is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the denomination of this Certificate by the aggregate of the denominations of all Certificates of the Class to which this Certificate belongs) in certain monthly distributions with respect to a Trust Fund consisting primarily of the Mortgage Loans deposited by IndyMac MBS, Inc. (the "Depositor"). The Trust Fund was created pursuant to a Pooling and Servicing Agreement dated as of the Cut-off Date specified above May 1, 2004 (the "Agreement") among the Depositor, IndyMac Bank, F.S.B.GS Mortgage Securities Corp., as seller and master depositor (the "Depositor"), Chase Manhattan Mortgage Corporation, as servicer (the "Seller" or the "Master Servicer", as appropriate), ) and Deutsche Bank National Trust Company, as trustee (the "Trustee"). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Any This Certificate does not have a Pass-Through Rate and will be entitled to distributions only to the extent set forth in the Agreement. In addition, any distribution of the proceeds of any remaining assets of the Trust Fund will be made only upon presentment and surrender of this Class A-R Certificate at the Corporate Trust Office or the office or agency maintained offices designated by the Trustee in New York, New Yorkfor such purpose. No transfer of a Certificate of this Class A-R shall be made unless such disposition is exempt from the registration requirements of the Securities Act of 1933, as amended (the "1933 Act"), and any applicable state securities laws or is made in accordance with the 1933 Act and such laws. In the event of any such transfer, the Trustee shall require the transferor to execute a transferor certificate (in substantially the form attached to the Pooling and Servicing Agreement) and deliver either (i) a Rule 144A Letter, in either case substantially in the form attached to the Agreement, or (ii) a written Opinion of Counsel to the Trustee that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the 1933 Act or is being made pursuant to the 1933 Act, which Opinion of Counsel shall be an expense of the transferor. No transfer of a Certificate of this Class shall be made unless the Trustee shall have received either (i) a representation letter from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Trustee, to the effect that such transferee is not an employee benefit plan subject to Section 406 of ERISA or ERISA, Section 4975 of the CodeCode or any materially similar provisions of applicable Federal, state or local law ("Similar Law"), or a person acting on behalf of any such or investing plan or arrangement or using the assets of any such plan or arrangement to effect such transferplan, which representation letter shall not be an expense of the Trustee or the Master Servicer, (ii) if the purchaser is an insurance company, a representation that the purchaser is an insurance company which is purchasing such Certificates with funds contained in an "insurance company general account" (as such term is defined in Section V(e) of Prohibited Transaction Class Exemption 95-60 ("PTCE 95-60")) and that the purchase and holding of such Certificates are covered under PTCE 95-60 or (iii) in the case of any such Class A-R Certificate presented for registration in the name of an employee benefit plan subject to ERISA, or Section 4975 of the Code (or comparable provisions of any subsequent enactments), or a trustee of any such plan or any other person acting on behalf of any such plan or arrangement, or using such plan's or arrangement's assets, an Opinion of Counsel satisfactory to the Trustee and the Master Servicer to the effect that the purchase or holding of such Class A-R Certificate will not result in the assets of the Trust Fund being deemed to be "plan assets" and subject to the prohibited transaction provisions of ERISA and the Code and will not subject the Trustee or the Master Servicer to any obligation in addition to those undertaken in this Agreement, which Opinion of Counsel shall not be an expense of the Trustee or the Master Servicer. Notwithstanding anything else to the contrary herein, any purported transfer of a Class A-R Certificate to or on behalf of an employee benefit plan subject to ERISA or to the Code without the Opinion of Counsel satisfactory to the Trustee as described above shall be void and of no effect. Each Holder of this Class A-R Certificate will be deemed to have agreed to be bound by the restrictions of the Agreement, including but not limited to the restrictions that (i) each person holding or acquiring any Ownership Interest in this Class A-R Certificate must be a Permitted Transferee, (ii) no Ownership Interest in this Class A-R Certificate may be transferred without delivery to the Trustee of (a) a transfer affidavit of the proposed transferee and (b) a transfer certificate of the transferor, each of such documents to be in the form described in the Agreement, (iii) each person holding or acquiring any Ownership Interest in this Class A-R Certificate must agree to require a transfer affidavit and to deliver a transfer certificate to the Trustee as required pursuant to the Agreement, (iv) each person holding or acquiring an Ownership Interest in this Class A-R Certificate must agree not to transfer an Ownership Interest in this Class A-R Certificate if it has actual knowledge that the proposed transferee is not a Permitted Transferee and (v) any attempted or purported transfer of any Ownership Interest in this Class A-R Certificate in violation of such restrictions will be absolutely null and void and will vest no rights in the purported transfereeTrustee. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned authenticated by an authorized signatory of the Trustee.. * * *
Appears in 1 contract
Sources: Pooling and Servicing Agreement (GS Mortgage Securities Corp. FFMLT Trust 2004-Ff3)
Certificate No. Cut-off Date : Initial Certificate Balance February 1, 2005 First Distribution Date : March 25, 2005 Percentage Interest of this Certificate ("Denomination") : $ Initial Certificate Balances of all Certificates of this Class : $ [__]% CUSIP : Interest Rate 36242D ZD 8 ISIN: Maturity Date : INDYMAC MBS, INCUS36242DZD82 GS MORTGAGE SECURITIES CORP. Residential Asset Securitization GSAMP Trust 200_-__ 2005-NC1 Mortgage Pass-Through Certificates, Series 200_-__ 2005-NC1 Class A-R X evidencing a percentage interest in the distributions allocable to the Class ACertificates of the above-R Certificates with respect to a Trust Fund consisting primarily of a pool of conventional mortgage loans (the "Mortgage Loans") secured by first liens on one- to four-family residential propertiesreferenced Class. Principal Distributions in respect of this Certificate is are distributable monthly as set forth herein. Accordingly, the Certificate Balance at any time may be less than the Certificate Balance as set forth herein. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the SellerServicers, the Master Servicer Responsible Party or the Trustee referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that [__________________ ______] is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the denomination of this Certificate by the aggregate of the denominations of all Certificates of the Class to which this Certificate belongs) in certain monthly distributions with respect to a Trust Fund consisting primarily of the Mortgage Loans deposited by IndyMac MBS, Inc. (the "Depositor"). The Trust Fund was created pursuant to a Pooling and Servicing Agreement dated as of the Cut-off Date specified above February 1, 2005 (the "Agreement") among the Depositor, IndyMac Bank, F.S.B.GS Mortgage Securities Corp., as seller and master servicer depositor (the "Seller" or Depositor"), Litton Loan Servicing LP, as servicer, New Century Mortgage Corporation, ▇▇ ▇ervicer (collectively, the "Master ServicerServicers"), NC Capital Corporation, as appropriateresponsible party (the "Responsible Party"), and Deutsche Bank National Trust Company, as trustee (the "Trustee"). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Any This Certificate will be entitled to distributions only to the extent set forth in the Agreement. In addition, any distribution of the proceeds of any remaining assets of the Trust Fund will be made only upon presentment and surrender of this Class A-R Certificate at the Corporate Trust Office or the office or agency maintained offices designated by the Trustee for such purposes or such other location specified in New York, New Yorkthe notice to Certificateholders. No transfer of a Certificate of this Class A-R Certificate shall be made unless such disposition is exempt from the registration requirements of the Securities Act of 1933, as amended (the "1933 Act"), and any applicable state securities laws or is made in accordance with the 1933 Act and such laws. In the event of any such transfer, the Trustee shall have received require the transferor to execute a transferor certificate (in substantially the form attached to the Pooling and Servicing Agreement) and deliver either (i) a representation letter from Rule 144A Letter, substantially in the transferee of such Certificate, acceptable to and in form and substance satisfactory attached to the Trustee, to the effect that such transferee is not an employee benefit plan subject to Section 406 of ERISA or Section 4975 of the CodeAgreement, or a person acting on behalf of any such plan or arrangement or using the assets of any such plan or arrangement to effect such transfer, which representation letter shall not be an expense of the Trustee or the Master Servicer, (ii) if the purchaser is an insurance company, a representation that the purchaser is an insurance company which is purchasing such Certificates with funds contained in an "insurance company general account" (as such term is defined in Section V(e) of Prohibited Transaction Class Exemption 95-60 ("PTCE 95-60")) and that the purchase and holding of such Certificates are covered under PTCE 95-60 or (iii) in the case of any such Class A-R Certificate presented for registration in the name of an employee benefit plan subject to ERISA, or Section 4975 of the Code (or comparable provisions of any subsequent enactments), or a trustee of any such plan or any other person acting on behalf of any such plan or arrangement, or using such plan's or arrangement's assets, an written Opinion of Counsel satisfactory to the Trustee that such transfer may be made pursuant to an exemption, describing the applicable exemption and the Master Servicer basis therefor, from the 1933 Act or is being made pursuant to the effect that the purchase or holding of such Class A-R Certificate will not result in the assets of the Trust Fund being deemed to be "plan assets" and subject to the prohibited transaction provisions of ERISA and the Code and will not subject the Trustee or the Master Servicer to any obligation in addition to those undertaken in this Agreement1933 Act, which Opinion of Counsel shall not be an expense of the Trustee or the Master Servicer. Notwithstanding anything else to the contrary herein, any purported transfer of a Class A-R Certificate to or on behalf of an employee benefit plan subject to ERISA or to the Code without the Opinion of Counsel satisfactory to the Trustee as described above shall be void and of no effect. Each Holder of this Class A-R Certificate will be deemed to have agreed to be bound by the restrictions of the Agreement, including but not limited to the restrictions that (i) each person holding or acquiring any Ownership Interest in this Class A-R Certificate must be a Permitted Transferee, (ii) no Ownership Interest in this Class A-R Certificate may be transferred without delivery to the Trustee of (a) a transfer affidavit of the proposed transferee and (b) a transfer certificate of the transferor, each of such documents to be in the form described in the Agreement, (iii) each person holding or acquiring any Ownership Interest in this Class A-R Certificate must agree to require a transfer affidavit and to deliver a transfer certificate to the Trustee as required pursuant to the Agreement, (iv) each person holding or acquiring an Ownership Interest in this Class A-R Certificate must agree not to transfer an Ownership Interest in this Class A-R Certificate if it has actual knowledge that the proposed transferee is not a Permitted Transferee and (v) any attempted or purported transfer of any Ownership Interest in this Class A-R Certificate in violation of such restrictions will be absolutely null and void and will vest no rights in the purported transferee. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned authenticated by an authorized signatory of the Trustee.. * * *
Appears in 1 contract
Sources: Pooling and Servicing Agreement (GS Mortgage GSAMP Trust 2005-Nc1)
Certificate No. Cut-off Date : Initial Certificate Balance September 1, 2005 First Distribution Date : October 25, 2005 Percentage Interest of this Certificate ("Denomination") : $ Initial Certificate Balances of all Certificates of this Class : $ 100% CUSIP : Interest Rate 362341 RC 5 ISIN : Maturity Date : INDYMAC MBS, INCUS362341RC58 GS MORTGAGE SECURITIES CORP. Residential Asset Securitization FFMLT Trust 200_-__ 2005-FF8 Mortgage Pass-Through Certificates, Series 200_-__ 2005-FF8 Class A-R P evidencing a percentage interest in the distributions allocable to the Class ACertificates of the above-R Certificates with respect to a Trust Fund consisting primarily of a pool of conventional mortgage loans (the "Mortgage Loans") secured by first liens on one- to four-family residential propertiesreferenced Class. Principal Distributions in respect of this Certificate is are distributable monthly as set forth herein. Accordingly, the Certificate Balance at any time may be less than the Certificate Balance as set forth herein. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Seller, the Master Servicer or the Trustee referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that __________________ is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the denomination of this Certificate by the aggregate of the denominations of all Certificates of the Class to which this Certificate belongs) in certain monthly distributions with respect to a Trust Fund consisting primarily of the Mortgage Loans deposited by IndyMac MBS, Inc. (the "Depositor"). The Trust Fund was created pursuant to a Pooling and Servicing Agreement dated as of the Cut-off Date specified above (the "Agreement") ), among the Depositor, IndyMac Bank, F.S.B.GS Mortgage Securities Corp., as seller and master depositor (the "Depositor"), National City Home Loan Services, Inc., as servicer (the "Seller" or the "Master Servicer", as appropriate), and Deutsche Bank National Trust Company, as trustee (the "Trustee"). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Any This Certificate does not have a Pass-Through Rate and will be entitled to distributions only to the extent set forth in the Agreement. In addition, any distribution of the proceeds of any remaining assets of the Trust Fund will be made only upon presentment and surrender of this Class A-R Certificate at the Corporate Trust Office or the office or agency maintained offices designated by the Trustee in New York, New Yorkfor such purpose. No transfer of a Certificate of this Class A-R shall be made unless such disposition is exempt from the registration requirements of the Securities Act of 1933, as amended (the "1933 Act"), and any applicable state securities laws or is made in accordance with the 1933 Act and such laws. In the event of any such transfer, the Trustee shall require the transferor to execute a transferor certificate (in substantially the form attached to the Pooling and Servicing Agreement) and deliver either (i) a Rule 144A Letter, in either case substantially in the form attached to the Agreement, or (ii) a written Opinion of Counsel to the Trustee that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the 1933 Act or is being made pursuant to the 1933 Act, which Opinion of Counsel shall be an expense of the transferor. No transfer of a Certificate of this Class shall be made unless the Trustee shall have received either (i) a representation letter from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Trustee, to the effect that such transferee is not an employee benefit plan subject to Section 406 of ERISA or ERISA, Section 4975 of the CodeCode or any materially similar provisions of applicable Federal, state or local law ("Similar Law"), or a person acting on behalf of any such or investing plan or arrangement or using the assets of any such plan or arrangement to effect such transferplan, which representation letter shall not be an expense of the Trustee or the Master Servicer, (ii) if the purchaser is an insurance company, a representation that the purchaser is an insurance company which is purchasing such Certificates with funds contained in an "insurance company general account" (as such term is defined in Section V(e) of Prohibited Transaction Class Exemption 95-60 ("PTCE 95-60")) and that the purchase and holding of such Certificates are covered under PTCE 95-60 or (iii) in the case of any such Class A-R Certificate presented for registration in the name of an employee benefit plan subject to ERISA, or Section 4975 of the Code (or comparable provisions of any subsequent enactments), or a trustee of any such plan or any other person acting on behalf of any such plan or arrangement, or using such plan's or arrangement's assets, an Opinion of Counsel satisfactory to the Trustee and the Master Servicer to the effect that the purchase or holding of such Class A-R Certificate will not result in the assets of the Trust Fund being deemed to be "plan assets" and subject to the prohibited transaction provisions of ERISA and the Code and will not subject the Trustee or the Master Servicer to any obligation in addition to those undertaken in this Agreement, which Opinion of Counsel shall not be an expense of the Trustee or the Master Servicer. Notwithstanding anything else to the contrary herein, any purported transfer of a Class A-R Certificate to or on behalf of an employee benefit plan subject to ERISA or to the Code without the Opinion of Counsel satisfactory to the Trustee as described above shall be void and of no effect. Each Holder of this Class A-R Certificate will be deemed to have agreed to be bound by the restrictions of the Agreement, including but not limited to the restrictions that (i) each person holding or acquiring any Ownership Interest in this Class A-R Certificate must be a Permitted Transferee, (ii) no Ownership Interest in this Class A-R Certificate may be transferred without delivery to the Trustee of (a) a transfer affidavit of the proposed transferee and (b) a transfer certificate of the transferor, each of such documents to be in the form described in the Agreement, (iii) each person holding or acquiring any Ownership Interest in this Class A-R Certificate must agree to require a transfer affidavit and to deliver a transfer certificate to the Trustee as required pursuant to the Agreement, (iv) each person holding or acquiring an Ownership Interest in this Class A-R Certificate must agree not to transfer an Ownership Interest in this Class A-R Certificate if it has actual knowledge that the proposed transferee is not a Permitted Transferee and (v) any attempted or purported transfer of any Ownership Interest in this Class A-R Certificate in violation of such restrictions will be absolutely null and void and will vest no rights in the purported transfereeTrustee. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned authenticated by an authorized signatory of the Trustee.. * * *
Appears in 1 contract
Sources: Pooling and Servicing Agreement (FFMLT Trust 2005-Ff8)
Certificate No. R-1-1 Cut-off Date : Initial Certificate Balance August 1, 2004 First Distribution Date : September 25, 2004 Percentage Interest of this Certificate ("Denomination") : $ Initial Certificate Balances of all Certificates of this Class : $ CUSIP : Interest Rate : Maturity Date : INDYMAC MBS, INC. Residential 100% SECURITIZED ASSET BACKED RECEIVABLES LLC Securitized Asset Securitization Backed Receivables LLC Trust 200_-__ 2004-NC2 Mortgage Pass-Through Certificates, Series 200_-__ 2004-NC2 Class A-R R-1 evidencing a percentage interest in the distributions allocable to the Class ACertificates of the above-R Certificates with respect to a Trust Fund consisting primarily of a pool of conventional mortgage loans (the "Mortgage Loans") secured by first liens on one- to four-family residential propertiesreferenced Class. Principal Distributions in respect of this Certificate is distributable monthly as set forth herein. Accordingly, the This Class R Certificate has no Certificate Balance at any time may be less than the Certificate Balance as set forth hereinand is not entitled to distributions in respect of principal or interest. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the SellerServicer, the Master Servicer Responsible Party or the Trustee referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that ____________________ is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the denomination specified above of this Certificate by the aggregate of the denominations of all Certificates of any monthly distributions due to the Class to which this Certificate belongs) in certain monthly distributions with respect to a Trust Fund consisting primarily of the Mortgage Loans deposited by IndyMac MBS, Inc. (the "Depositor"). The Trust Fund was created R Certificates pursuant to a Pooling and Servicing Agreement dated as of the Cut-off Date specified above (the "Agreement") among the Depositor, IndyMac Bank, F.S.B.Securitized Asset Backed Receivables LLC, as seller and master depositor (the "Depositor"), Litton Loan Servicing LP, as servicer (the "Seller" or Servicer"), NC Capital Corp▇▇▇▇▇▇n, as responsible party (the "Master ServicerResponsible Party", as appropriate), and Deutsche Bank National Trust Company, as trustee (the "Trustee"). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Any distribution of the proceeds of any remaining assets of the Trust Fund will be made only upon presentment and surrender of this Class A-R R-1 Certificate at the Corporate Trust Office or the office or agency maintained offices designated by the Trustee for such purposes or such other location specified in New York, New Yorkthe notice to Certificateholders. No transfer of a Class A-R R-1 Certificate shall be made unless the Trustee shall have received either (i) a representation letter from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Trustee, to the effect that such transferee is not an employee benefit plan or arrangement subject to Section 406 of ERISA ERISA, a plan or arrangement subject to Section 4975 of the CodeCode or a plan subject to Similar Law, or a person acting on behalf of any such plan or arrangement or nor using the assets of any such plan or arrangement to effect such transfer, which representation letter shall not be an expense of the Trustee Trustee, the Servicer or the Master ServicerTrust Fund. In the event that such representation is violated, (ii) if the purchaser or any attempt is an insurance company, made to transfer to a representation that the purchaser is an insurance company which is purchasing such Certificates with funds contained in an "insurance company general account" (as such term is defined in plan or arrangement subject to Section V(e) 406 of Prohibited Transaction Class Exemption 95-60 ("PTCE 95-60")) and that the purchase and holding of such Certificates are covered under PTCE 95-60 ERISA or (iii) in the case of any such Class A-R Certificate presented for registration in the name of an employee benefit a plan subject to ERISA, or Section 4975 of the Code (or comparable provisions of any subsequent enactments)a plan subject to Similar Law, or a trustee of any such plan or any other person acting on behalf of any such plan or arrangement, arrangement or using such plan's or arrangement's assets, an Opinion of Counsel satisfactory to the Trustee and the Master Servicer to the effect that the purchase or holding of such Class A-R Certificate will not result in the assets of the Trust Fund being deemed to be "any such plan assets" and subject to the prohibited transaction provisions of ERISA and the Code and will not subject the Trustee or the Master Servicer to any obligation in addition to those undertaken in this Agreementarrangement, which Opinion of Counsel shall not be an expense of the Trustee such attempted transfer or the Master Servicer. Notwithstanding anything else to the contrary herein, any purported transfer of a Class A-R Certificate to or on behalf of an employee benefit plan subject to ERISA or to the Code without the Opinion of Counsel satisfactory to the Trustee as described above acquisition shall be void and of no effect. Each Holder of this Class A-R R-1 Certificate will shall be deemed by the acceptance or acquisition an Ownership Interest in this Class R-1 Certificate to have agreed to be bound by the restrictions following provisions, and the rights of the Agreement, including but not limited each Person acquiring any Ownership Interest in this Class R-1 Certificate are expressly subject to the restrictions that following provisions: (i) each person Person holding or acquiring any Ownership Interest in this Class A-R R-1 Certificate must shall be a Permitted Transferee and shall promptly notify the Trustee of any change or impending change in its status as a Permitted Transferee, (ii) no Ownership Interest in this Class A-R R-1 Certificate may be transferred without delivery registered on the Closing Date or thereafter transferred, and the Trustee shall not register the Transfer of this Certificate unless, in addition to the certificates required to be delivered to the Trustee under Section 5.02(b) of (a) the Agreement, the Trustee shall have been furnished with a transfer affidavit Transfer Affidavit of the initial owner or the proposed transferee and (b) a transfer certificate of the transferor, each of such documents to be in the form described in attached as Exhibit G to the Agreement, (iii) each person Person holding or acquiring any Ownership Interest in this Class R-1 Certificate shall agree (A-R Certificate must agree ) to require obtain a transfer affidavit and Transfer Affidavit from any other Person to deliver whom such Person attempts to Transfer its Ownership Interest this Class R-1 Certificate, (B) to obtain a transfer certificate Transfer Affidavit from any Person for whom such Person is acting as nominee, trustee or agent in connection with any Transfer of this Class R-1 Certificate, (C) not to cause income with respect to the Trustee as required pursuant Class R-1 Certificate to be attributable to a foreign permanent establishment or fixed base, within the Agreementmeaning of an applicable income tax treaty, of such Person or any other U.S. Person and (ivD) each person holding or acquiring an not to Transfer the Ownership Interest in this Class A-R R-1 Certificate must agree not or to transfer an cause the Transfer of the Ownership Interest in this Class A-R R-1 Certificate to any other Person if it has actual knowledge that the proposed transferee such Person is not a Non-Permitted Transferee and (viv) any attempted or purported transfer Transfer of any the Ownership Interest in this Class A-R R-1 Certificate in violation of such restrictions will the provisions herein shall be absolutely null and void and will shall vest no rights in the purported transfereeTransferee. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned authenticated by an authorized signatory of the Trustee.. * * *
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Securitized Asset Backed Receivables LLC Trust 2004-Nc2)
Certificate No. 1 Cut-off Date : Initial Certificate Balance January 1, 2004 First Distribution Date : February 25, 2004 Percentage Interest of this Certificate ("Denomination") : $ Initial Certificate Balances of all Certificates of this Class : $ 100% CUSIP : Interest Rate [36228F ZS 8] ISIN : Maturity Date : INDYMAC MBS, INC[US36228FZS81] GS MORTGAGE SECURITIES CORP. Residential Asset Securitization GSAMP Trust 200_-__ 2004-FM1 Mortgage Pass-Through Certificates, Series 200_-__ 2004-FM1 Class A-R P evidencing a percentage interest in the distributions allocable to the Class ACertificates of the above-R Certificates with respect to a Trust Fund consisting primarily of a pool of conventional mortgage loans (the "Mortgage Loans") secured by first liens on one- to four-family residential propertiesreferenced Class. Principal Distributions in respect of this Certificate is are distributable monthly as set forth herein. Accordingly, the Certificate Balance at any time may be less than the Certificate Balance as set forth herein. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Seller, the Master Servicer or the Trustee referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that [__________________ ________] is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the denomination of this Certificate by the aggregate of the denominations of all Certificates of the Class to which this Certificate belongs) in certain monthly distributions with respect to a Trust Fund consisting primarily of the Mortgage Loans deposited by IndyMac MBS, Inc. (the "Depositor"). The Trust Fund was created pursuant to a Pooling and Servicing Agreement dated as of the Cut-off Date specified above January 1, 2004 (the "Agreement") among the Depositor, IndyMac Bank, F.S.B.GS Mortgage Securities Corp., as seller and master depositor (the "Depositor"), HomEq Servicing Corporation, as servicer (the "Seller" or the "Master Servicer", as appropriate), and Deutsche Bank Wells Fargo Bank, National Trust CompanyAssociation, as trustee (the "Trustee"). To the extent ▇▇▇ ▇xtent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Any This Certificate does not have a Pass-Through Rate and will be entitled to distributions only to the extent set forth in the Agreement. In addition, any distribution of the proceeds of any remaining assets of the Trust Fund will be made only upon presentment and surrender of this Class A-R Certificate at the Corporate Trust Office offices designated by the Trustee for such purpose, or the office or agency maintained by the Trustee in New York, New YorkTrustee. No transfer of a Certificate of this Class A-R shall be made unless such disposition is exempt from the registration requirements of the Securities Act of 1933, as amended (the "1933 Act"), and any applicable state securities laws or is made in accordance with the 1933 Act and such laws. In the event of any such transfer, the Trustee shall require the transferor to execute a transferor certificate (in substantially the form attached to the Pooling and Servicing Agreement) and deliver either (i) a Rule 144A Letter, in either case substantially in the form attached to the Agreement, or (ii) a written Opinion of Counsel to the Trustee that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the 1933 Act or is being made pursuant to the 1933 Act, which Opinion of Counsel shall be an expense of the transferor. No transfer of a Certificate of this Class shall be made unless the Trustee shall have received either (i) a representation letter from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Trustee, to the effect that such transferee is not an employee benefit plan subject to Section 406 of ERISA or ERISA, Section 4975 of the CodeCode or any materially similar provisions of applicable Federal, state or local law ("Similar Law"), or a person acting on behalf of any such or investing plan or arrangement or using the assets of any such plan or arrangement to effect such transferplan, which representation letter shall not be an expense of the Trustee or the Master Servicer, (ii) if the purchaser is an insurance company, a representation that the purchaser is an insurance company which is purchasing such Certificates with funds contained in an "insurance company general account" (as such term is defined in Section V(e) of Prohibited Transaction Class Exemption 95-60 ("PTCE 95-60")) and that the purchase and holding of such Certificates are covered under PTCE 95-60 or (iii) in the case of any such Class A-R Certificate presented for registration in the name of an employee benefit plan subject to ERISA, or Section 4975 of the Code (or comparable provisions of any subsequent enactments), or a trustee of any such plan or any other person acting on behalf of any such plan or arrangement, or using such plan's or arrangement's assets, an Opinion of Counsel satisfactory to the Trustee and the Master Servicer to the effect that the purchase or holding of such Class A-R Certificate will not result in the assets of the Trust Fund being deemed to be "plan assets" and subject to the prohibited transaction provisions of ERISA and the Code and will not subject the Trustee or the Master Servicer to any obligation in addition to those undertaken in this Agreement, which Opinion of Counsel shall not be an expense of the Trustee or the Master Servicer. Notwithstanding anything else to the contrary herein, any purported transfer of a Class A-R Certificate to or on behalf of an employee benefit plan subject to ERISA or to the Code without the Opinion of Counsel satisfactory to the Trustee as described above shall be void and of no effect. Each Holder of this Class A-R Certificate will be deemed to have agreed to be bound by the restrictions of the Agreement, including but not limited to the restrictions that (i) each person holding or acquiring any Ownership Interest in this Class A-R Certificate must be a Permitted Transferee, (ii) no Ownership Interest in this Class A-R Certificate may be transferred without delivery to the Trustee of (a) a transfer affidavit of the proposed transferee and (b) a transfer certificate of the transferor, each of such documents to be in the form described in the Agreement, (iii) each person holding or acquiring any Ownership Interest in this Class A-R Certificate must agree to require a transfer affidavit and to deliver a transfer certificate to the Trustee as required pursuant to the Agreement, (iv) each person holding or acquiring an Ownership Interest in this Class A-R Certificate must agree not to transfer an Ownership Interest in this Class A-R Certificate if it has actual knowledge that the proposed transferee is not a Permitted Transferee and (v) any attempted or purported transfer of any Ownership Interest in this Class A-R Certificate in violation of such restrictions will be absolutely null and void and will vest no rights in the purported transfereeTrustee. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned by an authorized signatory of the Trustee.. * * *
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Gs Mortgage Securities Corp MTG Pa THR Cert Ser 2004-Fm1)
Certificate No. R-1 Cut-off Date : Initial Certificate Balance October 1, 2004 First Distribution Date : November 26, 2004 Percentage Interest of : 100% this Certificate ("Denomination") : $ Initial Certificate Balances of all Certificates of this Class : $ CUSIP : Interest Rate : Maturity Date : INDYMAC MBS, MORGAN STANLEY ABS CAPITAL I INC. Residential Asset Securitization Trust 200_-__ Morgan Stanley ABS Ca▇▇▇▇▇ I ▇▇▇. ▇rust 2004-HE8 Mortgage Pass-Through ▇▇▇▇-T▇▇▇▇▇▇ Certificates, Series 200_-__ 2004-HE8 Class A-R evidencing a percentage interest in the distributions allocable to the Class ACertificates of the above-R Certificates with respect to a Trust Fund consisting primarily of a pool of conventional mortgage loans (the "Mortgage Loans") secured by first liens on one- to four-family residential propertiesreferenced Class. Principal Distributions in respect of this Certificate is distributable monthly as set forth herein. Accordingly, the This Class R Certificate has no Certificate Balance at any time may be less than the Certificate Balance as set forth hereinand is not entitled to distributions in respect of principal or interest. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Seller, Trustee or any other party to the Master Servicer or the Trustee Agreement referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that __________________ Morgan Stanley & Co. Incorporated is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the denomination Percent▇▇▇ ▇▇t▇▇▇▇▇ ▇pecified above of this Certificate by the aggregate of the denominations of all Certificates of any monthly distributions due to the Class to which this Certificate belongs) in certain monthly distributions with respect to a Trust Fund consisting primarily of the Mortgage Loans deposited by IndyMac MBS, Inc. (the "Depositor"). The Trust Fund was created R Certificates pursuant to a Pooling and Servicing Agreement dated as of the Cut-off Date specified above (the "Agreement") among the Depositor, IndyMac Bank, F.S.B.Morgan Stanley ABS Capital I Inc., as seller and master servicer depositor (the "Seller" or the Depositor"Master Servicer"), Chase ▇▇▇▇▇t▇▇▇ ▇▇▇tgage Corporation, as appropriate)servicer, Countrywide Home Loans Servicing LP, as servicer, New Century Mortgage Corporation, as servicer, Aames Capital Corporation, as a responsible party, NC Capital Corporation, as a responsible party, and Deutsche Bank National Trust Company, as trustee (the "Trustee"). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Any distribution of the proceeds of any remaining assets of the Trust Fund will be made only upon presentment and surrender of this Class A-R Certificate at the Corporate Trust Office or the office or agency maintained offices designated by the Trustee for such purposes or such other location specified in New York, New Yorkthe notice to Certificateholders. No transfer of a Class A-R Certificate shall be made unless the Trustee shall have received either (i) a representation letter from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Trustee, to the effect that such transferee is not an employee benefit plan or arrangement subject to Section 406 of ERISA ERISA, a plan or arrangement subject to Section 4975 of the CodeCode or a plan subject to Similar Law, or a person acting on behalf of any such plan or arrangement or nor using the assets of any such plan or arrangement to effect such transfer, which representation letter shall not be an expense of the Trustee Trustee, the Servicers or the Master ServicerTrust Fund. In the event that such representation is violated, (ii) if the purchaser or any attempt is an insurance company, made to transfer to a representation that the purchaser is an insurance company which is purchasing such Certificates with funds contained in an "insurance company general account" (as such term is defined in plan or arrangement subject to Section V(e) 406 of Prohibited Transaction Class Exemption 95-60 ("PTCE 95-60")) and that the purchase and holding of such Certificates are covered under PTCE 95-60 ERISA or (iii) in the case of any such Class A-R Certificate presented for registration in the name of an employee benefit a plan subject to ERISA, or Section 4975 of the Code (or comparable provisions of any subsequent enactments)a plan subject to Similar Law, or a trustee of any such plan or any other person acting on behalf of any such plan or arrangement, arrangement or using such plan's or arrangement's assets, an Opinion of Counsel satisfactory to the Trustee and the Master Servicer to the effect that the purchase or holding of such Class A-R Certificate will not result in the assets of the Trust Fund being deemed to be "any such plan assets" and subject to the prohibited transaction provisions of ERISA and the Code and will not subject the Trustee or the Master Servicer to any obligation in addition to those undertaken in this Agreementarrangement, which Opinion of Counsel shall not be an expense of the Trustee such attempted transfer or the Master Servicer. Notwithstanding anything else to the contrary herein, any purported transfer of a Class A-R Certificate to or on behalf of an employee benefit plan subject to ERISA or to the Code without the Opinion of Counsel satisfactory to the Trustee as described above acquisition shall be void and of no effect. Each Holder of this Class A-R Certificate will shall be deemed by the acceptance or acquisition an Ownership Interest in this Class R Certificate to have agreed to be bound by the restrictions following provisions, and the rights of the Agreement, including but not limited each Person acquiring any Ownership Interest in this Class R Certificate are expressly subject to the restrictions that following provisions: (i) each person Person holding or acquiring any Ownership Interest in this Class A-R Certificate must shall be a Permitted Transferee and shall promptly notify the Trustee of any change or impending change in its status as a Permitted Transferee, (ii) no Ownership Interest in this Class A-R Certificate may be transferred without delivery registered on the Closing Date or thereafter transferred, and the Trustee shall not register the Transfer of this Certificate unless, in addition to the certificates required to be delivered to the Trustee under Section 5.02(b) of (a) the Agreement, the Trustee shall have been furnished with a transfer affidavit Transfer Affidavit of the initial owner or the proposed transferee and (b) a transfer certificate of the transferor, each of such documents to be in the form described in attached as Exhibit G to the Agreement, (iii) each person Person holding or acquiring any Ownership Interest in this Class A-R Certificate must shall agree (A) to require obtain a transfer affidavit and Transfer Affidavit from any other Person to deliver whom such Person attempts to Transfer its Ownership Interest this Class R Certificate, (B) to obtain a transfer certificate Transfer Affidavit from any Person for whom such Person is acting as nominee, trustee or agent in connection with any Transfer of this Class R Certificate, (C) not to cause income with respect to the Trustee as required pursuant Class R Certificate to be attributable to a foreign permanent establishment or fixed base, within the Agreementmeaning of an applicable income tax treaty, of such Person or any other U.S. Person and (ivD) each person holding or acquiring an not to Transfer the Ownership Interest in this Class A-R Certificate must agree not or to transfer an cause the Transfer of the Ownership Interest in this Class A-R Certificate to any other Person if it has actual knowledge that the proposed transferee such Person is not a Non-Permitted Transferee and (viv) any attempted or purported transfer Transfer of any the Ownership Interest in this Class A-R Certificate in violation of such restrictions will the provisions herein shall be absolutely null and void and will shall vest no rights in the purported transfereeTransferee. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned authenticated by an authorized signatory of the Trustee.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Morgan Stanley ABS Capital I Inc. Trust 2004-He8)
Certificate No. R-1 Cut-off Date : Initial Certificate Balance September 1, 2004 First Distribution Date : October 25, 2004 Percentage Interest of this Certificate ("Denomination") : $ Initial Certificate Balances of all Certificates of this Class : $ 100% CUSIP : Interest Rate ISIN : Maturity Date : INDYMAC MBS, INCGS MORTGAGE SECURITIES CORP. Residential Asset Securitization GSAA Home Equity Trust 200_-__ Mortgage Pass2004-Through 8 Asset-Backed Certificates, Series 200_-__ 2004-8 Class A-R evidencing a percentage interest in the distributions allocable to the Class ACertificates of the above-R Certificates with respect to a Trust Fund consisting primarily of a pool of conventional mortgage loans (the "Mortgage Loans") secured by first liens on one- to four-family residential propertiesreferenced Class. Principal Distributions in respect of this Certificate is distributable monthly as set forth herein. Accordingly, the This Class R Certificate has no Certificate Balance at any time may be less than the Certificate Balance as set forth hereinand is not entitled to distributions in respect of principal or interest. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the DepositorDepositor the Master Servicer, the Seller, the Master Servicer Securities Administrator or the Trustee referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that [__________________ ____] is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the denomination specified above of this Certificate by the aggregate of the denominations of all Certificates of any monthly distributions due to the Class to which this Certificate belongs) in certain monthly distributions with respect to a Trust Fund consisting primarily of the Mortgage Loans deposited by IndyMac MBS, Inc. (the "Depositor"). The Trust Fund was created R Certificates pursuant to a Pooling Master Servicing and Servicing Trust Agreement dated as of the Cut-off Off Date specified above (the "Agreement") among the Depositor, IndyMac Bank, F.S.B.GS Mortgage Securities Corp., as seller and master servicer depositor (the "Seller" or the Depositor"Master Servicer", as appropriate), and Deutsche Bank National Trust Company, as trustee (the "Trustee")) and custodian, Wells Fargo Bank, N.A., as Master Servicer (in such capacity, the "Mast▇▇ ▇▇rvicer") and securities administrator (in such capacity, the "Securities Administrator) and JPMorgan Chase Bank, as custodian. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Any distribution of the proceeds of any remaining assets of the Trust Fund will be made only upon presentment and surrender of this Class A-R Certificate at the Corporate Trust Office offices designated by the Trustee for such purposes or the office or agency maintained by the Trustee Securities Administrator in New York, New York. No transfer of a Class A-R Certificate shall be made unless the Trustee Securities Administrator shall have received either (i) a representation letter from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Trustee, to the effect that such transferee is not an employee benefit plan or arrangement subject to Section 406 of ERISA ERISA, a plan or arrangement subject to Section 4975 of the CodeCode or a plan subject to Similar Law, or a person acting on behalf of any such plan or arrangement or nor using the assets of any such plan or arrangement to effect such transfer, which representation letter shall not be an expense of the Trustee Securities Administrator or the Master ServicerTrust Fund. In the event that such representation is violated, (ii) if the purchaser or any attempt is an insurance company, made to transfer to a representation that the purchaser is an insurance company which is purchasing such Certificates with funds contained in an "insurance company general account" (as such term is defined in plan or arrangement subject to Section V(e) 406 of Prohibited Transaction Class Exemption 95-60 ("PTCE 95-60")) and that the purchase and holding of such Certificates are covered under PTCE 95-60 ERISA or (iii) in the case of any such Class A-R Certificate presented for registration in the name of an employee benefit a plan subject to ERISA, or Section 4975 of the Code (or comparable provisions of any subsequent enactments)a plan subject to Similar Law, or a trustee of any such plan or any other person acting on behalf of any such plan or arrangement, arrangement or using such plan's or arrangement's assets, an Opinion of Counsel satisfactory to the Trustee and the Master Servicer to the effect that the purchase or holding of such Class A-R Certificate will not result in the assets of the Trust Fund being deemed to be "any such plan assets" and subject to the prohibited transaction provisions of ERISA and the Code and will not subject the Trustee or the Master Servicer to any obligation in addition to those undertaken in this Agreementarrangement, which Opinion of Counsel shall not be an expense of the Trustee such attempted transfer or the Master Servicer. Notwithstanding anything else to the contrary herein, any purported transfer of a Class A-R Certificate to or on behalf of an employee benefit plan subject to ERISA or to the Code without the Opinion of Counsel satisfactory to the Trustee as described above acquisition shall be void and of no effect. Each Holder of this Class A-R Certificate will shall be deemed by the acceptance or acquisition an Ownership Interest in this Class R Certificate to have agreed to be bound by the restrictions following provisions, and the rights of the Agreement, including but not limited each Person acquiring any Ownership Interest in this Class R Certificate are expressly subject to the restrictions that following provisions: (i) each person Person holding or acquiring any Ownership Interest in this Class A-R Certificate must shall be a Permitted Transferee and shall promptly notify the Securities Administrator of any change or impending change in its status as a Permitted Transferee, (ii) no Ownership Interest in this Class A-R Certificate may be transferred without delivery registered on the Closing Date or thereafter transferred, and the Securities Administrator shall not register the Transfer of this Certificate unless, in addition to the Trustee certificates required to be delivered to the Securities Administrator under Section 5.02(b) of (a) the Agreement, the Securities Administrator shall have been furnished with a transfer affidavit Transfer Affidavit of the initial owner or the proposed transferee and (b) a transfer certificate of the transferor, each of such documents to be in the form described in attached as Exhibit G to the Agreement, (iii) each person Person holding or acquiring any Ownership Interest in this Class A-R Certificate must shall agree (A) to require obtain a transfer affidavit and Transfer Affidavit from any other Person to deliver whom such Person attempts to Transfer its Ownership Interest this Class R Certificate, (B) to obtain a transfer certificate Transfer Affidavit from any Person for whom such Person is acting as nominee, trustee or agent in connection with any Transfer of this Class R Certificate, (C) not to cause income with respect to the Trustee as required pursuant Class R Certificate to be attributable to a foreign permanent establishment or fixed base, within the Agreementmeaning of an applicable income tax treaty, of such Person or any other U.S. Person and (ivD) each person holding or acquiring an not to Transfer the Ownership Interest in this Class A-R Certificate must agree not or to transfer an cause the Transfer of the Ownership Interest in this Class A-R Certificate to any other Person if it has actual knowledge that the proposed transferee such Person is not a Permitted Transferee and (viv) any attempted or purported transfer Transfer of any the Ownership Interest in this Class A-R Certificate in violation of such restrictions will the provisions herein shall be absolutely null and void and will shall vest no rights in the purported transfereeTransferee. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned authenticated by an authorized signatory of the Trustee.Securities Administrator. * * *
Appears in 1 contract
Sources: Master Servicing and Trust Agreement (Gsaa Home Equity Trust 2004-8)
Certificate No. R-1 Cut-off Date : Initial Certificate Balance April 1, 2004 First Distribution Date : May 25, 2004 Percentage Interest of : this Certificate ("Denomination") : $ Initial Certificate Balances of all Certificates of this Class : $ CUSIP : Interest Rate : Maturity Date : INDYMAC MBS, 100% MORGAN STANLEY ABS CAPITAL I INC. Residential Asset Securitization Morgan Stanley ABS C▇▇▇▇▇▇ ▇ ▇▇▇. Trust 200_-__ Mortgage Pass2004-Through NC3 Mortgag▇ ▇▇▇▇-▇▇▇▇▇▇▇ Certificates, Series 200_-__ 2004-NC3 Class A-R evidencing a percentage interest in the distributions allocable to the Class ACertificates of the above-R Certificates with respect to a Trust Fund consisting primarily of a pool of conventional mortgage loans (the "Mortgage Loans") secured by first liens on one- to four-family residential propertiesreferenced Class. Principal Distributions in respect of this Certificate is distributable monthly as set forth herein. Accordingly, the This Class R Certificate has no Certificate Balance at any time may be less than the Certificate Balance as set forth hereinand is not entitled to distributions in respect of principal or interest. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the SellerServicer, the Master Servicer Responsible Party or the Trustee referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that __________________ Morgan Stanley & Co. Incorporated is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the denomination Percen▇▇▇▇ ▇n▇▇▇▇▇▇ specified above of this Certificate by the aggregate of the denominations of all Certificates of any monthly distributions due to the Class to which this Certificate belongs) in certain monthly distributions with respect to a Trust Fund consisting primarily of the Mortgage Loans deposited by IndyMac MBS, Inc. (the "Depositor"). The Trust Fund was created R Certificates pursuant to a Pooling and Servicing Agreement dated as of the Cut-off Date specified above (the "Agreement") among the Depositor, IndyMac Bank, F.S.B.Morgan Stanley ABS Capital I Inc., as seller and master depositor (the "Depositor"), Coun▇▇▇▇▇▇e ▇▇▇▇ ▇oans Servicing LP, as servicer (the "Seller" or Servicer"), NC Capital Corporation, as responsible party (the "Master ServicerResponsible Party", as appropriate), and Deutsche Bank National Trust Company, as trustee (the "Trustee"). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Any distribution of the proceeds of any remaining assets of the Trust Fund will be made only upon presentment and surrender of this Class A-R Certificate at the Corporate Trust Office or the office or agency maintained offices designated by the Trustee for such purposes or such other location specified in New York, New Yorkthe notice to Certificateholders. No transfer of a Class A-R Certificate shall be made unless the Trustee shall have received either (i) a representation letter from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Trustee, to the effect that such transferee is not an employee benefit plan or arrangement subject to Section 406 of ERISA ERISA, a plan or arrangement subject to Section 4975 of the CodeCode or a plan subject to Similar Law, or a person acting on behalf of any such plan or arrangement or nor using the assets of any such plan or arrangement to effect such transfer, which representation letter shall not be an expense of the Trustee Trustee, the Servicer or the Master ServicerTrust Fund. In the event that such representation is violated, (ii) if the purchaser or any attempt is an insurance company, made to transfer to a representation that the purchaser is an insurance company which is purchasing such Certificates with funds contained in an "insurance company general account" (as such term is defined in plan or arrangement subject to Section V(e) 406 of Prohibited Transaction Class Exemption 95-60 ("PTCE 95-60")) and that the purchase and holding of such Certificates are covered under PTCE 95-60 ERISA or (iii) in the case of any such Class A-R Certificate presented for registration in the name of an employee benefit a plan subject to ERISA, or Section 4975 of the Code (or comparable provisions of any subsequent enactments)a plan subject to Similar Law, or a trustee of any such plan or any other person acting on behalf of any such plan or arrangement, arrangement or using such plan's or arrangement's assets, an Opinion of Counsel satisfactory to the Trustee and the Master Servicer to the effect that the purchase or holding of such Class A-R Certificate will not result in the assets of the Trust Fund being deemed to be "any such plan assets" and subject to the prohibited transaction provisions of ERISA and the Code and will not subject the Trustee or the Master Servicer to any obligation in addition to those undertaken in this Agreementarrangement, which Opinion of Counsel shall not be an expense of the Trustee such attempted transfer or the Master Servicer. Notwithstanding anything else to the contrary herein, any purported transfer of a Class A-R Certificate to or on behalf of an employee benefit plan subject to ERISA or to the Code without the Opinion of Counsel satisfactory to the Trustee as described above acquisition shall be void and of no effect. Each Holder of this Class A-R Certificate will shall be deemed by the acceptance or acquisition an Ownership Interest in this Class R Certificate to have agreed to be bound by the restrictions following provisions, and the rights of the Agreement, including but not limited each Person acquiring any Ownership Interest in this Class R Certificate are expressly subject to the restrictions that following provisions: (i) each person Person holding or acquiring any Ownership Interest in this Class A-R Certificate must shall be a Permitted Transferee and shall promptly notify the Trustee of any change or impending change in its status as a Permitted Transferee, (ii) no Ownership Interest in this Class A-R Certificate may be transferred without delivery registered on the Closing Date or thereafter transferred, and the Trustee shall not register the Transfer of this Certificate unless, in addition to the certificates required to be delivered to the Trustee under Section 5.02(b) of (a) the Agreement, the Trustee shall have been furnished with a transfer affidavit Transfer Affidavit of the initial owner or the proposed transferee and (b) a transfer certificate of the transferor, each of such documents to be in the form described in attached as Exhibit G to the Agreement, (iii) each person Person holding or acquiring any Ownership Interest in this Class A-R Certificate must shall agree (A) to require obtain a transfer affidavit and Transfer Affidavit from any other Person to deliver whom such Person attempts to Transfer its Ownership Interest this Class R Certificate, (B) to obtain a transfer certificate Transfer Affidavit from any Person for whom such Person is acting as nominee, trustee or agent in connection with any Transfer of this Class R Certificate, (C) not to cause income with respect to the Trustee as required pursuant Class R Certificate to be attributable to a foreign permanent establishment or fixed base, within the Agreementmeaning of an applicable income tax treaty, of such Person or any other U.S. Person and (ivD) each person holding or acquiring an not to Transfer the Ownership Interest in this Class A-R Certificate must agree not or to transfer an cause the Transfer of the Ownership Interest in this Class A-R Certificate to any other Person if it has actual knowledge that the proposed transferee such Person is not a Non-Permitted Transferee and (viv) any attempted or purported transfer Transfer of any the Ownership Interest in this Class A-R Certificate in violation of such restrictions will the provisions herein shall be absolutely null and void and will shall vest no rights in the purported transfereeTransferee. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned authenticated by an authorized signatory of the Trustee.. * * *
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Morgan Stanley Abs Capital I Inc Trust 2004-Nc3)
Certificate No. Cut-off Date : Initial Certificate Balance October 1, 2004 First Distribution Date : November 26, 2004 Percentage Interest of this Certificate ("Denomination") : $ Initial Certificate Balances of all Certificates of this Class : $ 100% CUSIP : Interest Rate 36242D JH 7 ISIN: Maturity Date : INDYMAC MBS, INC36242DJH70 GS MORTGAGE SECURITIES CORP. Residential Asset Securitization GSAA Home Equity Trust 200_-__ Mortgage Pass2004-Through 9 Asset-Backed Certificates, Series 200_-__ 2004-9 Class A-R X evidencing a percentage interest in the distributions allocable to the Class ACertificates of the above-R Certificates with respect to a Trust Fund consisting primarily of a pool of conventional mortgage loans (the "Mortgage Loans") secured by first liens on one- to four-family residential propertiesreferenced Class. Principal Distributions in respect of this Certificate is are distributable monthly as set forth herein. Accordingly, the Certificate Balance at any time may be less than the Certificate Balance as set forth herein. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the SellerServicers the Responsible Party, the Master Servicer Class A-1 Certificate Insurer or the Trustee referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that [__________________ ______] is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the denomination of this Certificate by the aggregate of the denominations of all Certificates of the Class to which this Certificate belongs) in certain monthly distributions with respect to a Trust Fund consisting primarily of the Mortgage Loans deposited by IndyMac MBS, Inc. (the "Depositor"). The Trust Fund was created pursuant to a Pooling and Servicing Agreement dated as of the Cut-off Date specified above October 1, 2004 (the "Agreement") among the Depositor, IndyMac Bank, F.S.B.GS Mortgage Securities Corp., as seller and master servicer depositor (the "Seller" or Depositor"), NC Capital Corporation, as responsible party (the "Master ServicerResponsible Party"), Countrywide Home Loans Servicing LP, as appropriateservicer, New Century Mortgage Corporation, as servicer (collectively, the "Servicers"), and Deutsche Bank National Trust Company, as trustee (the "Trustee"). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Any This Certificate will be entitled to distributions only to the extent set forth in the Agreement. In addition, any distribution of the proceeds of any remaining assets of the Trust Fund will be made only upon presentment and surrender of this Class A-R Certificate at the Corporate Trust Office or the office or agency maintained offices designated by the Trustee for such purposes or such other location specified in New York, New Yorkthe notice to Certificateholders. No transfer of a Certificate of this Class A-R shall be made unless such disposition is exempt from the registration requirements of the Securities Act of 1933, as amended (the "1933 Act"), and any applicable state securities laws or is made in accordance with the 1933 Act and such laws. In the event of any such transfer, the Trustee shall require the transferor to execute a transferor certificate (in substantially the form attached to the Pooling and Servicing Agreement) and deliver either (i) a Rule 144A Letter, in either case substantially in the form attached to the Agreement, or (ii) a written Opinion of Counsel to the Trustee that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the 1933 Act or is being made pursuant to the 1933 Act, which Opinion of Counsel shall be an expense of the transferor. No transfer of a Certificate of this Class shall be made unless the Trustee shall have received either (i) a representation letter from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Trustee, to the effect that such transferee is not an employee benefit plan subject to Section 406 of ERISA or Section 4975 of the CodeCode or any materially similar provisions of applicable Federal, state or local law ("Similar Law") or a person acting on behalf of any such or investing plan or arrangement or using the assets of any such plan or arrangement to effect such transferplan, which representation letter shall not be an expense of the Trustee Trustee, or the Master Servicer, (ii) if the purchaser transferee is an insurance company, a representation letter that the purchaser is an insurance company which it is purchasing such Certificates with funds contained in an "insurance company the assets of its general account" (as such term is defined in Section V(e) of Prohibited Transaction Class Exemption 95-60 ("PTCE 95-60")) account and that the purchase and holding of such Certificates are covered under Sections I and III of PTCE 95-60 60, or (iii) in the case of any such Class A-R a Certificate presented for registration in the name of an employee benefit plan subject to ERISA, or a plan or arrangement subject to Section 4975 of the Code (or comparable provisions of any subsequent enactments)) or a plan subject to Similar Law, or a trustee of any such plan or any other person acting on behalf of any such plan or arrangement, arrangement or using such plan's or arrangement's assets, an Opinion of Counsel satisfactory to the Trustee and the Master Servicer to the effect that the purchase or holding of such Class A-R Certificate will not result in the assets of the Trust Fund being deemed to be "plan assets" and subject to the prohibited transaction provisions of ERISA and the Code and will not subject the Trustee or the Master Servicer to any obligation in addition to those undertaken in this AgreementTrustee, which Opinion of Counsel shall not be an expense of the Trustee, the Servicers or the Trust Fund, addressed to the Trustee, to the effect that the purchase or holding of such Certificate will not constitute or result in a non-exempt prohibited transaction within the meaning of ERISA, Section 4975 of the Code or any Similar Law and will not subject the Trustee or the Master Servicer. Notwithstanding anything else Servicers to the contrary herein, any purported transfer of a Class A-R Certificate obligation in addition to or on behalf of an employee benefit plan subject to ERISA those expressly undertaken in this Agreement or to the Code without the Opinion of Counsel satisfactory to the Trustee as described above shall be void and of no effect. Each Holder of this Class A-R Certificate will be deemed to have agreed to be bound by the restrictions of the Agreement, including but not limited to the restrictions that (i) each person holding or acquiring any Ownership Interest in this Class A-R Certificate must be a Permitted Transferee, (ii) no Ownership Interest in this Class A-R Certificate may be transferred without delivery to the Trustee of (a) a transfer affidavit of the proposed transferee and (b) a transfer certificate of the transferor, each of such documents to be in the form described in the Agreement, (iii) each person holding or acquiring any Ownership Interest in this Class A-R Certificate must agree to require a transfer affidavit and to deliver a transfer certificate to the Trustee as required pursuant to the Agreement, (iv) each person holding or acquiring an Ownership Interest in this Class A-R Certificate must agree not to transfer an Ownership Interest in this Class A-R Certificate if it has actual knowledge that the proposed transferee is not a Permitted Transferee and (v) any attempted or purported transfer of any Ownership Interest in this Class A-R Certificate in violation of such restrictions will be absolutely null and void and will vest no rights in the purported transfereeliability. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned authenticated by an authorized signatory of the Trustee.. ***
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Gs Mortgage Securities Corp. Gsaa Home Equity Trust 2004-9)
Certificate No. Cut-off Date : Initial Certificate Balance December 1, 2002 First Distribution Date : January 20, 2003 Percentage Interest of this Certificate ("Denomination") : $ Initial Certificate Balances of all Certificates of this Class : $ 100% CUSIP : Interest Rate 36228F LE4 ISIN: Maturity Date : INDYMAC MBS, INCUS63228FLE42 GS MORTGAGE SECURITIES CORP. Residential Asset Securitization GSAMP Trust 200_-__ 2002-HE2 Mortgage Pass-Through Certificates, Series 200_-__ 2002-HE2 Class A-R X evidencing a percentage interest in the distributions allocable to the Class ACertificates of the above-R Certificates with respect to a Trust Fund consisting primarily of a pool of conventional mortgage loans (the "Mortgage Loans") secured by first liens on one- to four-family residential propertiesreferenced Class. Principal Distributions in respect of this Certificate is are distributable monthly as set forth herein. Accordingly, the Certificate Balance at any time may be less than the Certificate Balance as set forth herein. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Seller, the Master Servicer or the Trustee referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that [__________________ ______] is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the denomination of this Certificate by the aggregate of the denominations of all Certificates of the Class to which this Certificate belongs) in certain monthly distributions with respect to a Trust Fund consisting primarily of the Mortgage Loans deposited by IndyMac MBS, Inc. (the "Depositor"). The Trust Fund was created pursuant to a Pooling and Servicing Agreement dated as of the Cut-off Date specified above December 1, 2002 (the "Agreement") among the Depositor, IndyMac Bank, F.S.B.GS Mortgage Securities Corp., as seller and master depositor (the "Depositor"), Litton Loan Servicing LP, as servicer (the "Seller" or the "Master Servicer", as appropriate), and Deutsche Bank Deutsc▇▇ ▇▇▇k National Trust Company, as trustee (the "Trustee"). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Any This Certificate will be entitled to distributions only to the extent set forth in the Agreement. In addition, any distribution of the proceeds of any remaining assets of the Trust Fund will be made only upon presentment and surrender of this Class A-R Certificate at the Corporate Trust Office offices designated by the Trustee for such purposes or the office or agency maintained by the Trustee in New York, New YorkTrustee. No transfer of a Certificate of this Class A-R shall be made unless such disposition is exempt from the registration requirements of the Securities Act of 1933, as amended (the "1933 Act"), and any applicable state securities laws or is made in accordance with the 1933 Act and such laws. In the event of any such transfer, the Trustee shall require the transferor to execute a transferor certificate (in substantially the form attached to the Pooling and Servicing Agreement) and deliver either (i) a Rule 144A Letter, in either case substantially in the form attached to the Agreement, or (ii) a written Opinion of Counsel to the Trustee that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the 1933 Act or is being made pursuant to the 1933 Act, which Opinion of Counsel shall be an expense of the transferor. No transfer of a Certificate of this Class shall be made unless the Trustee shall have received either (i) a representation letter from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Trustee, to the effect that such transferee is not an employee benefit plan subject to Section 406 of ERISA or Section 4975 of the CodeCode or any materially similar provisions of applicable Federal, state or local law ("Similar Law") or a person acting on behalf of any such or investing plan or arrangement or using the assets of any such plan or arrangement to effect such transferplan, which representation letter shall not be an expense of the Trustee Trustee, or the Master Servicer, (ii) if the purchaser transferee is an insurance company, a representation letter that the purchaser is an insurance company which it is purchasing such Certificates with funds contained in an "insurance company the assets of its general account" (as such term is defined in Section V(e) of Prohibited Transaction Class Exemption 95-60 ("PTCE 95-60")) account and that the purchase and holding of such Certificates are covered under Sections I and III of PTCE 95-60 60, or (iii) in the case of any such Class A-R a Certificate presented for registration in the name of an employee benefit plan subject to ERISA, or a plan or arrangement subject to Section 4975 of the Code (or comparable provisions of any subsequent enactments)) or a plan subject to Similar Law, or a trustee of any such plan or any other person acting on behalf of any such plan or arrangement, arrangement or using such plan's or arrangement's assets, an Opinion of Counsel satisfactory to the Trustee and the Master Servicer, which Opinion of Counsel shall not be an expense of the Trustee, the Servicer or the Trust Fund, addressed to the Trustee, to the effect that the purchase or holding of such Class A-R Certificate will not result in the assets of the Trust Fund being deemed to be "plan assets" and subject to the prohibited transaction provisions of ERISA and the Code and will not subject the Trustee or the Master Servicer to any obligation in addition to those expressly undertaken in this Agreement, which Opinion of Counsel shall not be an expense of the Trustee or the Master Servicer. Notwithstanding anything else to the contrary herein, any purported transfer of a Class A-R Certificate to or on behalf of an employee benefit plan subject to ERISA Agreement or to the Code without the Opinion of Counsel satisfactory to the Trustee as described above shall be void and of no effect. Each Holder of this Class A-R Certificate will be deemed to have agreed to be bound by the restrictions of the Agreement, including but not limited to the restrictions that (i) each person holding or acquiring any Ownership Interest in this Class A-R Certificate must be a Permitted Transferee, (ii) no Ownership Interest in this Class A-R Certificate may be transferred without delivery to the Trustee of (a) a transfer affidavit of the proposed transferee and (b) a transfer certificate of the transferor, each of such documents to be in the form described in the Agreement, (iii) each person holding or acquiring any Ownership Interest in this Class A-R Certificate must agree to require a transfer affidavit and to deliver a transfer certificate to the Trustee as required pursuant to the Agreement, (iv) each person holding or acquiring an Ownership Interest in this Class A-R Certificate must agree not to transfer an Ownership Interest in this Class A-R Certificate if it has actual knowledge that the proposed transferee is not a Permitted Transferee and (v) any attempted or purported transfer of any Ownership Interest in this Class A-R Certificate in violation of such restrictions will be absolutely null and void and will vest no rights in the purported transfereeliability. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned by an authorized signatory of the Trustee.. * * *
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Gs Mortgage Sec Corp Mort Pass THR Cert Ser 2002-He2)
Certificate No. P-1 Cut-off Date : Initial Certificate Balance December 1, 2004 First Distribution Date : January 25, 2005 Percentage Interest of this Certificate ("Denomination") : $ Initial Certificate Balances of all Certificates of this Class : $ CUSIP : Interest Rate : Maturity Date : INDYMAC MBS, 100% MORGAN STANLEY ABS CAPITAL I INC. Residential Asset Securitization Trust 200_-__ Morgan Stanley ABS Cap▇▇▇▇ ▇ ▇▇▇. ▇▇ust 2004-WMC3 Mortgage Pass-Through ▇▇▇▇-T▇▇▇▇▇▇ Certificates, Series 200_-__ 2004-WMC3 Class A-R P evidencing a percentage interest in the distributions allocable to the Class ACertificates of the above-R Certificates with respect to a Trust Fund consisting primarily of a pool of conventional mortgage loans (the "Mortgage Loans") secured by first liens on one- to four-family residential propertiesreferenced Class. Principal Distributions in respect of this Certificate is are distributable monthly as set forth herein. Accordingly, the Certificate Balance at any time may be less than the Certificate Balance as set forth herein. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the SellerResponsible Party, the Master Servicer or the Trustee referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that __________________ is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the denomination of this Certificate by the aggregate of the denominations of all Certificates of the Class to which this Certificate belongs) in certain monthly distributions with respect to a Trust Fund consisting primarily of the Mortgage Loans deposited by IndyMac MBS, Inc. (the "Depositor"). The Trust Fund was created pursuant to a Pooling and Servicing Agreement dated as of the Cut-off Date specified above (the "Agreement") among the Depositor, IndyMac Bank, F.S.B.Morgan Stanley ABS Capital I Inc., as seller and master depositor (the "Depositor"), Coun▇▇▇▇▇▇e ▇▇▇▇ ▇oans Servicing LP, as servicer (the "Seller" or Servicer"), WMC Mortgage Corp., as responsible party (the "Master ServicerResponsible Party", as appropriate), and Deutsche Bank National Trust Company, as trustee (the "Trustee"). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Any This Certificate does not have a Pass-Through Rate and will be entitled to distributions only to the extent set forth in the Agreement. In addition, any distribution of the proceeds of any remaining assets of the Trust Fund will be made only upon presentment and surrender of this Class A-R Certificate at the Corporate Trust Office or the office or agency maintained offices designated by the Trustee for such purposes, or such other location specified in New York, New Yorkthe notice to Certificateholders. No transfer of a Certificate of this Class A-R shall be made unless such disposition is exempt from the registration requirements of the Securities Act of 1933, as amended (the "1933 Act"), and any applicable state securities laws or is made in accordance with the 1933 Act and such laws. In the event of any such transfer, the Trustee shall require the transferor to execute a transferor certificate (in substantially the form attached to the Pooling and Servicing Agreement) and deliver either (i) a Rule 144A Letter, in either case substantially in the form attached to the Agreement, or (ii) a written Opinion of Counsel to the Trustee that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the 1933 Act or is being made pursuant to the 1933 Act, which Opinion of Counsel shall be an expense of the transferor. No transfer of a Certificate of this Class shall be made unless the Trustee shall have received either (i) a representation letter from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Trustee, to the effect that such transferee is not an employee benefit plan subject to Section 406 of ERISA or ERISA, Section 4975 of the CodeCode or any materially similar provisions of applicable federal, state or local law ("Similar Law"), or a person acting on behalf of any such or investing plan or arrangement or using the assets of any such plan or arrangement to effect such transferplan, which representation letter shall not be an expense of the Trustee or the Master Servicer, (ii) if the purchaser is an insurance company, a representation that the purchaser is an insurance company which is purchasing such Certificates with funds contained in an "insurance company general account" (as such term is defined in Section V(e) of Prohibited Transaction Class Exemption 95-60 ("PTCE 95-60")) and that the purchase and holding of such Certificates are covered under PTCE 95-60 or (iii) in the case of any such Class A-R Certificate presented for registration in the name of an employee benefit plan subject to ERISA, or Section 4975 of the Code (or comparable provisions of any subsequent enactments), or a trustee of any such plan or any other person acting on behalf of any such plan or arrangement, or using such plan's or arrangement's assets, an Opinion of Counsel satisfactory to the Trustee and the Master Servicer to the effect that the purchase or holding of such Class A-R Certificate will not result in the assets of the Trust Fund being deemed to be "plan assets" and subject to the prohibited transaction provisions of ERISA and the Code and will not subject the Trustee or the Master Servicer to any obligation in addition to those undertaken in this Agreement, which Opinion of Counsel shall not be an expense of the Trustee or the Master Servicer. Notwithstanding anything else to the contrary herein, any purported transfer of a Class A-R Certificate to or on behalf of an employee benefit plan subject to ERISA or to the Code without the Opinion of Counsel satisfactory to the Trustee as described above shall be void and of no effect. Each Holder of this Class A-R Certificate will be deemed to have agreed to be bound by the restrictions of the Agreement, including but not limited to the restrictions that (i) each person holding or acquiring any Ownership Interest in this Class A-R Certificate must be a Permitted Transferee, (ii) no Ownership Interest in this Class A-R Certificate may be transferred without delivery to the Trustee of (a) a transfer affidavit of the proposed transferee and (b) a transfer certificate of the transferor, each of such documents to be in the form described in the Agreement, (iii) each person holding or acquiring any Ownership Interest in this Class A-R Certificate must agree to require a transfer affidavit and to deliver a transfer certificate to the Trustee as required pursuant to the Agreement, (iv) each person holding or acquiring an Ownership Interest in this Class A-R Certificate must agree not to transfer an Ownership Interest in this Class A-R Certificate if it has actual knowledge that the proposed transferee is not a Permitted Transferee and (v) any attempted or purported transfer of any Ownership Interest in this Class A-R Certificate in violation of such restrictions will be absolutely null and void and will vest no rights in the purported transfereeTrustee. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned authenticated by an authorized signatory of the Trustee.. * * *
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Morgan Stanley ABS Capital I Inc. Trust 2004-Wmc3)
Certificate No. P-1 Cut-off Date : Initial Certificate Balance August 1, 2004 First Distribution Date : September 25, 2004 Percentage Interest of this Certificate ("Denomination") : $ Initial Certificate Balances of all Certificates of this Class : $ CUSIP : Interest Rate : Maturity Date : INDYMAC MBS, 100% MORGAN STANLEY ABS CAPITAL I INC. Residential Asset Securitization Morgan Stanley ABS C▇▇▇▇▇▇ ▇ ▇▇▇. Trust 200_-__ Mortgage Pass2004-Through HE6 Mortgag▇ ▇▇▇▇-▇▇▇▇▇▇▇ Certificates, Series 200_-__ 2004-HE6 Class A-R P evidencing a percentage interest in the distributions allocable to the Class ACertificates of the above-R Certificates with respect to a Trust Fund consisting primarily of a pool of conventional mortgage loans (the "Mortgage Loans") secured by first liens on one- to four-family residential propertiesreferenced Class. Principal Distributions in respect of this Certificate is are distributable monthly as set forth herein. Accordingly, the Certificate Balance at any time may be less than the Certificate Balance as set forth herein. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Seller, Trustee or any other party to the Master Servicer or the Trustee Agreement referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that __________________ Morgan Stanley Mortgage Capital Inc. is the registered owner of the Percentage Interest Per▇▇▇▇▇▇e ▇▇▇▇▇▇st evidenced by this Certificate (obtained by dividing the denomination of this Certificate by the aggregate of the denominations of all Certificates of the Class to which this Certificate belongs) in certain monthly distributions with respect to a Trust Fund consisting primarily of the Mortgage Loans deposited by IndyMac MBS, Inc. (the "Depositor"). The Trust Fund was created pursuant to a Pooling and Servicing Agreement dated as of the Cut-off Date specified above (the "Agreement") among the Depositor, IndyMac Bank, F.S.B.Morgan Stanley ABS Capital I Inc., as seller and master servicer depositor (the "Seller" or the Depositor"Master Servicer"), Chas▇, ▇▇▇n▇▇▇▇▇▇▇ Home Loans Servicing LP, as appropriate)servicer, HomEq Servicing Corporation, as servicer, Manhattan Mortgage Corporation, as servicer, Accredited Home Lenders, Inc., as a responsible party, NC Capital Corporation, as a responsible party, and Deutsche Bank National Trust Company, as trustee (the "Trustee"). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Any This Certificate does not have a Pass-Through Rate and will be entitled to distributions only to the extent set forth in the Agreement. In addition, any distribution of the proceeds of any remaining assets of the Trust Fund will be made only upon presentment and surrender of this Class A-R Certificate at the Corporate Trust Office or the office or agency maintained offices designated by the Trustee for such purposes, or such other location specified in New York, New Yorkthe notice to Certificateholders. No transfer of a Certificate of this Class A-R shall be made unless such disposition is exempt from the registration requirements of the Securities Act of 1933, as amended (the "1933 Act"), and any applicable state securities laws or is made in accordance with the 1933 Act and such laws. In the event of any such transfer, the Trustee shall require the transferor to execute a transferor certificate (in substantially the form attached to the Pooling and Servicing Agreement) and deliver either (i) a Rule 144A Letter, in either case substantially in the form attached to the Agreement, or (ii) a written Opinion of Counsel to the Trustee that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the 1933 Act or is being made pursuant to the 1933 Act, which Opinion of Counsel shall be an expense of the transferor. No transfer of a Certificate of this Class shall be made unless the Trustee shall have received either (i) a representation letter from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Trustee, to the effect that such transferee is not an employee benefit plan subject to Section 406 of ERISA or ERISA, Section 4975 of the CodeCode or any materially similar provisions of applicable federal, state or local law ("Similar Law"), or a person acting on behalf of any such or investing plan or arrangement or using the assets of any such plan or arrangement to effect such transferplan, which representation letter shall not be an expense of the Trustee or the Master Servicer, (ii) if the purchaser is an insurance company, a representation that the purchaser is an insurance company which is purchasing such Certificates with funds contained in an "insurance company general account" (as such term is defined in Section V(e) of Prohibited Transaction Class Exemption 95-60 ("PTCE 95-60")) and that the purchase and holding of such Certificates are covered under PTCE 95-60 or (iii) in the case of any such Class A-R Certificate presented for registration in the name of an employee benefit plan subject to ERISA, or Section 4975 of the Code (or comparable provisions of any subsequent enactments), or a trustee of any such plan or any other person acting on behalf of any such plan or arrangement, or using such plan's or arrangement's assets, an Opinion of Counsel satisfactory to the Trustee and the Master Servicer to the effect that the purchase or holding of such Class A-R Certificate will not result in the assets of the Trust Fund being deemed to be "plan assets" and subject to the prohibited transaction provisions of ERISA and the Code and will not subject the Trustee or the Master Servicer to any obligation in addition to those undertaken in this Agreement, which Opinion of Counsel shall not be an expense of the Trustee or the Master Servicer. Notwithstanding anything else to the contrary herein, any purported transfer of a Class A-R Certificate to or on behalf of an employee benefit plan subject to ERISA or to the Code without the Opinion of Counsel satisfactory to the Trustee as described above shall be void and of no effect. Each Holder of this Class A-R Certificate will be deemed to have agreed to be bound by the restrictions of the Agreement, including but not limited to the restrictions that (i) each person holding or acquiring any Ownership Interest in this Class A-R Certificate must be a Permitted Transferee, (ii) no Ownership Interest in this Class A-R Certificate may be transferred without delivery to the Trustee of (a) a transfer affidavit of the proposed transferee and (b) a transfer certificate of the transferor, each of such documents to be in the form described in the Agreement, (iii) each person holding or acquiring any Ownership Interest in this Class A-R Certificate must agree to require a transfer affidavit and to deliver a transfer certificate to the Trustee as required pursuant to the Agreement, (iv) each person holding or acquiring an Ownership Interest in this Class A-R Certificate must agree not to transfer an Ownership Interest in this Class A-R Certificate if it has actual knowledge that the proposed transferee is not a Permitted Transferee and (v) any attempted or purported transfer of any Ownership Interest in this Class A-R Certificate in violation of such restrictions will be absolutely null and void and will vest no rights in the purported transfereeTrustee. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned authenticated by an authorized signatory of the Trustee.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Morgan Stanley ABS Capital I Inc. Trust 2004-He6)
Certificate No. 1 Cut-off Date : Initial Certificate Balance March 1, 2004 First Distribution Date : April 26, 2004 Percentage Interest of this Certificate ("Denomination") : $ Initial Certificate Balances of all Certificates of this Class : $ 100% CUSIP : Interest Rate 362260 AJ 0 ISIN : Maturity Date : INDYMAC MBS, INCUS362260AJ08 GS MORTGAGE SECURITIES CORP. Residential Asset Securitization GSAMP Trust 200_-__ 2004-FM2 Mortgage Pass-Through Certificates, Series 200_-__ 2004-FM2 Class A-R P evidencing a percentage interest in the distributions allocable to the Class ACertificates of the above-R Certificates with respect to a Trust Fund consisting primarily of a pool of conventional mortgage loans (the "Mortgage Loans") secured by first liens on one- to four-family residential propertiesreferenced Class. Principal Distributions in respect of this Certificate is are distributable monthly as set forth herein. Accordingly, the Certificate Balance at any time may be less than the Certificate Balance as set forth herein. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Seller, the Master Servicer or the Trustee referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that [__________________ ________] is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the denomination of this Certificate by the aggregate of the denominations of all Certificates of the Class to which this Certificate belongs) in certain monthly distributions with respect to a Trust Fund consisting primarily of the Mortgage Loans deposited by IndyMac MBS, Inc. (the "Depositor"). The Trust Fund was created pursuant to a Pooling and Servicing Agreement dated as of the Cut-off Date specified above March 1, 2004 (the "Agreement") among the Depositor, IndyMac Bank, F.S.B.GS Mortgage Securities Corp., as seller and master depositor (the "Depositor"), HomEq Servicing Corporation, as servicer (the "Seller" or the "Master Servicer", as appropriate), and Deutsche Bank Wells Fargo Bank, National Trust CompanyAssociation, as trustee (the "Trustee"). To the extent ▇▇▇ ▇xtent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Any This Certificate does not have a Pass-Through Rate and will be entitled to distributions only to the extent set forth in the Agreement. In addition, any distribution of the proceeds of any remaining assets of the Trust Fund will be made only upon presentment and surrender of this Class A-R Certificate at the Corporate Trust Office offices designated by the Trustee for such purpose, or the office or agency maintained by the Trustee in New York, New YorkTrustee. No transfer of a Certificate of this Class A-R shall be made unless such disposition is exempt from the registration requirements of the Securities Act of 1933, as amended (the "1933 Act"), and any applicable state securities laws or is made in accordance with the 1933 Act and such laws. In the event of any such transfer, the Trustee shall require the transferor to execute a transferor certificate (in substantially the form attached to the Pooling and Servicing Agreement) and deliver either (i) a Rule 144A Letter, in either case substantially in the form attached to the Agreement, or (ii) a written Opinion of Counsel to the Trustee that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the 1933 Act or is being made pursuant to the 1933 Act, which Opinion of Counsel shall be an expense of the transferor. No transfer of a Certificate of this Class shall be made unless the Trustee shall have received either (i) a representation letter from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Trustee, to the effect that such transferee is not an employee benefit plan subject to Section 406 of ERISA or ERISA, Section 4975 of the CodeCode or any materially similar provisions of applicable Federal, state or local law ("Similar Law"), or a person acting on behalf of any such or investing plan or arrangement or using the assets of any such plan or arrangement to effect such transferplan, which representation letter shall not be an expense of the Trustee or the Master Servicer, (ii) if the purchaser is an insurance company, a representation that the purchaser is an insurance company which is purchasing such Certificates with funds contained in an "insurance company general account" (as such term is defined in Section V(e) of Prohibited Transaction Class Exemption 95-60 ("PTCE 95-60")) and that the purchase and holding of such Certificates are covered under PTCE 95-60 or (iii) in the case of any such Class A-R Certificate presented for registration in the name of an employee benefit plan subject to ERISA, or Section 4975 of the Code (or comparable provisions of any subsequent enactments), or a trustee of any such plan or any other person acting on behalf of any such plan or arrangement, or using such plan's or arrangement's assets, an Opinion of Counsel satisfactory to the Trustee and the Master Servicer to the effect that the purchase or holding of such Class A-R Certificate will not result in the assets of the Trust Fund being deemed to be "plan assets" and subject to the prohibited transaction provisions of ERISA and the Code and will not subject the Trustee or the Master Servicer to any obligation in addition to those undertaken in this Agreement, which Opinion of Counsel shall not be an expense of the Trustee or the Master Servicer. Notwithstanding anything else to the contrary herein, any purported transfer of a Class A-R Certificate to or on behalf of an employee benefit plan subject to ERISA or to the Code without the Opinion of Counsel satisfactory to the Trustee as described above shall be void and of no effect. Each Holder of this Class A-R Certificate will be deemed to have agreed to be bound by the restrictions of the Agreement, including but not limited to the restrictions that (i) each person holding or acquiring any Ownership Interest in this Class A-R Certificate must be a Permitted Transferee, (ii) no Ownership Interest in this Class A-R Certificate may be transferred without delivery to the Trustee of (a) a transfer affidavit of the proposed transferee and (b) a transfer certificate of the transferor, each of such documents to be in the form described in the Agreement, (iii) each person holding or acquiring any Ownership Interest in this Class A-R Certificate must agree to require a transfer affidavit and to deliver a transfer certificate to the Trustee as required pursuant to the Agreement, (iv) each person holding or acquiring an Ownership Interest in this Class A-R Certificate must agree not to transfer an Ownership Interest in this Class A-R Certificate if it has actual knowledge that the proposed transferee is not a Permitted Transferee and (v) any attempted or purported transfer of any Ownership Interest in this Class A-R Certificate in violation of such restrictions will be absolutely null and void and will vest no rights in the purported transfereeTrustee. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned by an authorized signatory of the Trustee.. * * *
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Gs Mortgage Sec Corp Mortga Mort Passthr Certs Ser 2004-Fm2)
Certificate No. Cut-off Date : Initial Certificate Balance October 1, 2003 First Distribution Date : November 25, 2003 Percentage Interest of this Certificate ("Denomination") : $ Initial Certificate Balances of all Certificates of this Class : $ 100% CUSIP : Interest Rate : Maturity Date : INDYMAC MBS, INC36228F YW 0 GS MORTGAGE SECURITIES CORP. Residential Asset Securitization GSAMP Trust 200_-__ 2003-SEA2 Mortgage Pass-Through Certificates, Series 200_-__ 2003 SEA2 Class A-R X evidencing a percentage interest in the distributions allocable to the Class ACertificates of the above-R Certificates with respect to a Trust Fund consisting primarily of a pool of conventional mortgage loans (the "Mortgage Loans") secured by first liens on one- to four-family residential propertiesreferenced Class. Principal Distributions in respect of this Certificate is are distributable monthly as set forth herein. Accordingly, the Certificate Balance at any time may be less than the Certificate Balance as set forth herein. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Seller, the Master Servicer Depositor or the Trustee referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that [__________________ ______] is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the denomination of this Certificate by the aggregate of the denominations of all Certificates of the Class to which this Certificate belongs) in certain monthly distributions with respect pursuant to a Trust Fund consisting primarily of the Mortgage Loans deposited by IndyMac MBS, Inc. (the "Depositor"). The Trust Fund was created pursuant to a Pooling and Servicing Agreement dated as of the Cut-off Date specified above (the "Agreement") among the Depositor, IndyMac Bank, F.S.B.between GS Mortgage Securities Corp., as seller and master servicer depositor (the "Seller" or the Depositor"Master Servicer", as appropriate), and Deutsche Bank National Trust CompanyJPMorgan Chase Bank, as trustee (the "Trustee"). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Any This Certificate does not have a Pass-Through Rate and will be entitled to distributions only to the extent set forth in the Agreement. In addition, any distribution of the proceeds of any remaining assets of the Trust Fund will be made only upon presentment and surrender of this Class A-R Certificate at the Corporate Trust Office offices designated by the Trustee for such purposes or the office or agency maintained by the Trustee in New York, New YorkTrustee. No transfer of a Certificate of this Class A-R shall be made unless such disposition is exempt from the registration requirements of the Securities Act of 1933, as amended (the "1933 Act"), and any applicable state securities laws or is made in accordance with the 1933 Act and such laws. In the event of any such transfer, the Trustee shall require the transferor to execute a transferor certificate (in substantially the form attached to the Trust Agreement) and deliver either (i) a Rule 144A Letter, in either case substantially in the form attached to the Agreement, or (ii) a written Opinion of Counsel to the Trustee that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the 1933 Act or is being made pursuant to the 1933 Act, which Opinion of Counsel shall be an expense of the transferor. No transfer of a Certificate of this Class shall be made unless the Trustee shall have received either (i) a representation letter from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Trustee, to the effect that such transferee is not an employee benefit plan subject to Section 406 of ERISA or Section 4975 of the CodeCode or any materially similar provisions of applicable Federal, state or local law ("Similar Law") or a person acting on behalf of any such or investing plan or arrangement or using the assets of any such plan or arrangement to effect such transferplan, which representation letter shall not be an expense of the Trustee Trustee, or the Master Servicer, (ii) if the purchaser transferee is an insurance company, a representation letter that the purchaser is an insurance company which it is purchasing such Certificates with funds contained in an "insurance company the assets of its general account" (as such term is defined in Section V(e) of Prohibited Transaction Class Exemption 95-60 ("PTCE 95-60")) account and that the purchase and holding of such Certificates are covered under Sections I and III of PTCE 95-60 60, or (iii) in the case of any such Class A-R a Certificate presented for registration in the name of an employee benefit plan subject to ERISA, or a plan or arrangement subject to Section 4975 of the Code (or comparable provisions of any subsequent enactments)) or a plan subject to Similar Law, or a trustee of any such plan or any other person acting on behalf of any such plan or arrangement, arrangement or using such plan's or arrangement's assets, an Opinion of Counsel satisfactory to the Trustee, which Opinion of Counsel shall not be an expense of the Trustee and or the Master Servicer Trust Fund, addressed to the Trustee, to the effect that the purchase or holding of such Class A-R Certificate will not result in the assets of the Trust Fund being deemed to be "plan assets" and subject to the prohibited transaction provisions of ERISA and the Code and will not subject the Trustee or the Master Servicer to any obligation in addition to those expressly undertaken in this Agreement, which Opinion of Counsel shall not be an expense of the Trustee or the Master Servicer. Notwithstanding anything else to the contrary herein, any purported transfer of a Class A-R Certificate to or on behalf of an employee benefit plan subject to ERISA Agreement or to the Code without the Opinion of Counsel satisfactory to the Trustee as described above shall be void and of no effect. Each Holder of this Class A-R Certificate will be deemed to have agreed to be bound by the restrictions of the Agreement, including but not limited to the restrictions that (i) each person holding or acquiring any Ownership Interest in this Class A-R Certificate must be a Permitted Transferee, (ii) no Ownership Interest in this Class A-R Certificate may be transferred without delivery to the Trustee of (a) a transfer affidavit of the proposed transferee and (b) a transfer certificate of the transferor, each of such documents to be in the form described in the Agreement, (iii) each person holding or acquiring any Ownership Interest in this Class A-R Certificate must agree to require a transfer affidavit and to deliver a transfer certificate to the Trustee as required pursuant to the Agreement, (iv) each person holding or acquiring an Ownership Interest in this Class A-R Certificate must agree not to transfer an Ownership Interest in this Class A-R Certificate if it has actual knowledge that the proposed transferee is not a Permitted Transferee and (v) any attempted or purported transfer of any Ownership Interest in this Class A-R Certificate in violation of such restrictions will be absolutely null and void and will vest no rights in the purported transfereeliability. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned by an authorized signatory of the Trustee.. * * *
Appears in 1 contract
Sources: Trust Agreement (Gs Mortgage Sec Corp Mort Pass THR Certs Ser 2003-Sea2)
Certificate No. P-1 Cut-off Date : Initial Certificate Balance June 1, 2004 First Distribution Date : July 26, 2004 Percentage Interest of this Certificate ("Denomination") : $ Initial Certificate Balances of all Certificates of this Class : $ 100% CUSIP : Interest Rate [_____] ISIN : Maturity Date : INDYMAC MBS, INC[_____] GS MORTGAGE SECURITIES CORP. Residential Asset Securitization GSAA Home Equity Trust 200_-__ Mortgage Pass2004-Through 5 Asset-Backed Certificates, Series 200_-__ 2004-5 Class A-R P evidencing a percentage interest in the distributions allocable to the Class ACertificates of the above-R Certificates with respect to a Trust Fund consisting primarily of a pool of conventional mortgage loans (the "Mortgage Loans") secured by first liens on one- to four-family residential propertiesreferenced Class. Principal Distributions in respect of this Certificate is are distributable monthly as set forth herein. Accordingly, the Certificate Balance at any time may be less than the Certificate Balance as set forth herein. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Seller, the Master Servicer Servicers or the Trustee referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that [__________________ ] is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the denomination of this Certificate by the aggregate of the denominations of all Certificates of the Class to which this Certificate belongs) in certain monthly distributions with respect to a Trust Fund consisting primarily of the Mortgage Loans deposited by IndyMac MBS, Inc. (the "Depositor"). The Trust Fund was created pursuant to a Pooling and Servicing Agreement dated as of the Cut-off Date specified above June 1, 2004 (the "Agreement") ), among the Depositor, IndyMac Bank, F.S.B.GS Mortgage Securities Corp., as seller and master servicer depositor (the "Seller" or Depositor"), Chase Manhattan Mortgage Corporation, as servicer and Countrywide Home Loans Servicing LP, as servicer (collectively, the "Master ServicerServicers", as appropriate), ) and Deutsche Bank National Trust Company, as trustee (the "Trustee"). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Any This Certificate does not have a Pass-Through Rate and will be entitled to distributions only to the extent set forth in the Agreement. In addition, any distribution of the proceeds of any remaining assets of the Trust Fund will be made only upon presentment and surrender of this Class A-R Certificate at the Corporate Trust Office or the office or agency maintained offices designated by the Trustee in New York, New Yorkfor such purpose. No transfer of a Certificate of this Class A-R shall be made unless such disposition is exempt from the registration requirements of the Securities Act of 1933, as amended (the "1933 Act"), and any applicable state securities laws or is made in accordance with the 1933 Act and such laws. In the event of any such transfer, the Trustee shall require the transferor to execute a transferor certificate (in substantially the form attached to the Pooling and Servicing Agreement) and deliver either (i) a Rule 144A Letter, in either case substantially in the form attached to the Agreement, or (ii) a written Opinion of Counsel to the Trustee that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the 1933 Act or is being made pursuant to the 1933 Act, which Opinion of Counsel shall be an expense of the transferor. No transfer of a Certificate of this Class shall be made unless the Trustee shall have received either (i) a representation letter from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Trustee, to the effect that such transferee is not an employee benefit plan subject to Section 406 of ERISA or ERISA, Section 4975 of the CodeCode or any materially similar provisions of applicable Federal, state or local law ("Similar Law"), or a person acting on behalf of any such or investing plan or arrangement or using the assets of any such plan or arrangement to effect such transferplan, which representation letter shall not be an expense of the Trustee or the Master Servicer, (ii) if the purchaser is an insurance company, a representation that the purchaser is an insurance company which is purchasing such Certificates with funds contained in an "insurance company general account" (as such term is defined in Section V(e) of Prohibited Transaction Class Exemption 95-60 ("PTCE 95-60")) and that the purchase and holding of such Certificates are covered under PTCE 95-60 or (iii) in the case of any such Class A-R Certificate presented for registration in the name of an employee benefit plan subject to ERISA, or Section 4975 of the Code (or comparable provisions of any subsequent enactments), or a trustee of any such plan or any other person acting on behalf of any such plan or arrangement, or using such plan's or arrangement's assets, an Opinion of Counsel satisfactory to the Trustee and the Master Servicer to the effect that the purchase or holding of such Class A-R Certificate will not result in the assets of the Trust Fund being deemed to be "plan assets" and subject to the prohibited transaction provisions of ERISA and the Code and will not subject the Trustee or the Master Servicer to any obligation in addition to those undertaken in this Agreement, which Opinion of Counsel shall not be an expense of the Trustee or the Master Servicer. Notwithstanding anything else to the contrary herein, any purported transfer of a Class A-R Certificate to or on behalf of an employee benefit plan subject to ERISA or to the Code without the Opinion of Counsel satisfactory to the Trustee as described above shall be void and of no effect. Each Holder of this Class A-R Certificate will be deemed to have agreed to be bound by the restrictions of the Agreement, including but not limited to the restrictions that (i) each person holding or acquiring any Ownership Interest in this Class A-R Certificate must be a Permitted Transferee, (ii) no Ownership Interest in this Class A-R Certificate may be transferred without delivery to the Trustee of (a) a transfer affidavit of the proposed transferee and (b) a transfer certificate of the transferor, each of such documents to be in the form described in the Agreement, (iii) each person holding or acquiring any Ownership Interest in this Class A-R Certificate must agree to require a transfer affidavit and to deliver a transfer certificate to the Trustee as required pursuant to the Agreement, (iv) each person holding or acquiring an Ownership Interest in this Class A-R Certificate must agree not to transfer an Ownership Interest in this Class A-R Certificate if it has actual knowledge that the proposed transferee is not a Permitted Transferee and (v) any attempted or purported transfer of any Ownership Interest in this Class A-R Certificate in violation of such restrictions will be absolutely null and void and will vest no rights in the purported transfereeTrustee. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned authenticated by an authorized signatory of the Trustee.. * * *
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Gsaa Home Equity Trust 2004-5)
Certificate No. 1 Cut-off Date : Initial Certificate Balance April 1, 2004 First Distribution Date : May 25, 2004 Percentage Interest of this Certificate ("Denomination") : $ Initial Certificate Balances of all Certificates of this Class : $ 100% CUSIP : Interest Rate 36228F S5 6 ISIN : Maturity Date : INDYMAC MBS, INCUS36228FS568 GS MORTGAGE SECURITIES CORP. Residential Asset Securitization GSAMP Trust 200_-__ 2004-HE1 Mortgage Pass-Through Certificates, Series 200_-__ 2004-HE1 Class A-R P evidencing a percentage interest in the distributions allocable to the Class ACertificates of the above-R Certificates with respect to a Trust Fund consisting primarily of a pool of conventional mortgage loans (the "Mortgage Loans") secured by first liens on one- to four-family residential propertiesreferenced Class. Principal Distributions in respect of this Certificate is are distributable monthly as set forth herein. Accordingly, the Certificate Balance at any time may be less than the Certificate Balance as set forth herein. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Seller, the Master Servicer Servicers or the Trustee referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that [__________________ ] is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the denomination of this Certificate by the aggregate of the denominations of all Certificates of the Class to which this Certificate belongs) in certain monthly distributions with respect to a Trust Fund consisting primarily of the Mortgage Loans deposited by IndyMac MBS, Inc. (the "Depositor"). The Trust Fund was created pursuant to a Pooling and Servicing Agreement dated as of the Cut-off Date specified above April 1, 2004 (the "Agreement") among the Depositor, IndyMac Bank, F.S.B.GS Mortgage Securities Corp., as seller and master servicer depositor (the "Seller" or Depositor"), Ocwen Federal Bank FSB, as servicer, Chase Manhattan Mortgage Corporation, as servicer (collectively, the "Master ServicerServicers", as appropriate), ) and Deutsche Bank National Trust Company, as trustee (the "Trustee"). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Any This Certificate does not have a Pass-Through Rate and will be entitled to distributions only to the extent set forth in the Agreement. In addition, any distribution of the proceeds of any remaining assets of the Trust Fund will be made only upon presentment and surrender of this Class A-R Certificate at the Corporate Trust Office or the office or agency maintained offices designated by the Trustee in New York, New Yorkfor such purpose. No transfer of a Certificate of this Class A-R shall be made unless such disposition is exempt from the registration requirements of the Securities Act of 1933, as amended (the "1933 Act"), and any applicable state securities laws or is made in accordance with the 1933 Act and such laws. In the event of any such transfer, the Trustee shall require the transferor to execute a transferor certificate (in substantially the form attached to the Pooling and Servicing Agreement) and deliver either (i) a Rule 144A Letter, in either case substantially in the form attached to the Agreement, or (ii) a written Opinion of Counsel to the Trustee that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the 1933 Act or is being made pursuant to the 1933 Act, which Opinion of Counsel shall be an expense of the transferor. No transfer of a Certificate of this Class shall be made unless the Trustee shall have received either (i) a representation letter from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Trustee, to the effect that such transferee is not an employee benefit plan subject to Section 406 of ERISA or ERISA, Section 4975 of the CodeCode or any materially similar provisions of applicable Federal, state or local law ("Similar Law"), or a person acting on behalf of any such or investing plan or arrangement or using the assets of any such plan or arrangement to effect such transferplan, which representation letter shall not be an expense of the Trustee or the Master Servicer, (ii) if the purchaser is an insurance company, a representation that the purchaser is an insurance company which is purchasing such Certificates with funds contained in an "insurance company general account" (as such term is defined in Section V(e) of Prohibited Transaction Class Exemption 95-60 ("PTCE 95-60")) and that the purchase and holding of such Certificates are covered under PTCE 95-60 or (iii) in the case of any such Class A-R Certificate presented for registration in the name of an employee benefit plan subject to ERISA, or Section 4975 of the Code (or comparable provisions of any subsequent enactments), or a trustee of any such plan or any other person acting on behalf of any such plan or arrangement, or using such plan's or arrangement's assets, an Opinion of Counsel satisfactory to the Trustee and the Master Servicer to the effect that the purchase or holding of such Class A-R Certificate will not result in the assets of the Trust Fund being deemed to be "plan assets" and subject to the prohibited transaction provisions of ERISA and the Code and will not subject the Trustee or the Master Servicer to any obligation in addition to those undertaken in this Agreement, which Opinion of Counsel shall not be an expense of the Trustee or the Master Servicer. Notwithstanding anything else to the contrary herein, any purported transfer of a Class A-R Certificate to or on behalf of an employee benefit plan subject to ERISA or to the Code without the Opinion of Counsel satisfactory to the Trustee as described above shall be void and of no effect. Each Holder of this Class A-R Certificate will be deemed to have agreed to be bound by the restrictions of the Agreement, including but not limited to the restrictions that (i) each person holding or acquiring any Ownership Interest in this Class A-R Certificate must be a Permitted Transferee, (ii) no Ownership Interest in this Class A-R Certificate may be transferred without delivery to the Trustee of (a) a transfer affidavit of the proposed transferee and (b) a transfer certificate of the transferor, each of such documents to be in the form described in the Agreement, (iii) each person holding or acquiring any Ownership Interest in this Class A-R Certificate must agree to require a transfer affidavit and to deliver a transfer certificate to the Trustee as required pursuant to the Agreement, (iv) each person holding or acquiring an Ownership Interest in this Class A-R Certificate must agree not to transfer an Ownership Interest in this Class A-R Certificate if it has actual knowledge that the proposed transferee is not a Permitted Transferee and (v) any attempted or purported transfer of any Ownership Interest in this Class A-R Certificate in violation of such restrictions will be absolutely null and void and will vest no rights in the purported transfereeTrustee. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned authenticated by an authorized signatory of the Trustee.. * * *
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Gs Mortgage Securities Corp Gsamp Trust 2004-He1)
Certificate No. 1 Cut-off Date : Initial Certificate Balance July 1, 2004 First Distribution Date : August 25, 2004 Percentage Interest of this Certificate ("Denomination") : $ Initial Certificate Balances of all Certificates of this Class : $ 100% CUSIP : Interest Rate 36242D AN 3 ISIN : Maturity Date : INDYMAC MBS, INCUS36242DAN30 GS MORTGAGE SECURITIES CORP. Residential Asset Securitization GSAMP Trust 200_-__ 2004-HE2 Mortgage Pass-Through Certificates, Series 200_-__ 2004-HE2 Class A-R P evidencing a percentage interest in the distributions allocable to the Class ACertificates of the above-R Certificates with respect to a Trust Fund consisting primarily of a pool of conventional mortgage loans (the "Mortgage Loans") secured by first liens on one- to four-family residential propertiesreferenced Class. Principal Distributions in respect of this Certificate is are distributable monthly as set forth herein. Accordingly, the Certificate Balance at any time may be less than the Certificate Balance as set forth herein. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Seller, the Master Servicer Servicers or the Trustee referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that [__________________ ] is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the denomination of this Certificate by the aggregate of the denominations of all Certificates of the Class to which this Certificate belongs) in certain monthly distributions with respect to a Trust Fund consisting primarily of the Mortgage Loans deposited by IndyMac MBS, Inc. (the "Depositor"). The Trust Fund was created pursuant to a Pooling and Servicing Agreement dated as of the Cut-off Date specified above July 1, 2004 (the "Agreement") among the Depositor, IndyMac Bank, F.S.B.GS Mortgage Securities Corp., as seller and master servicer depositor (the "Seller" or Depositor"), Ocwen Federal Bank FSB, as servicer, Chase Manhattan Mortgage Corporation, as servicer, Countrywide Home Loans Servicing LP, as servicer (collectively, the "Master ServicerServicers", as appropriate), Ameriquest Mortgage Company ("Ameriquest") and Deutsche Bank National Trust Company, as trustee (the "Trustee"). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Any This Certificate does not have a Pass-Through Rate and will be entitled to distributions only to the extent set forth in the Agreement. In addition, any distribution of the proceeds of any remaining assets of the Trust Fund will be made only upon presentment and surrender of this Class A-R Certificate at the Corporate Trust Office or the office or agency maintained offices designated by the Trustee in New York, New Yorkfor such purpose. No transfer of a Certificate of this Class A-R shall be made unless such disposition is exempt from the registration requirements of the Securities Act of 1933, as amended (the "1933 Act"), and any applicable state securities laws or is made in accordance with the 1933 Act and such laws. In the event of any such transfer, the Trustee shall require the transferor to execute a transferor certificate (in substantially the form attached to the Pooling and Servicing Agreement) and deliver either (i) a Rule 144A Letter, in either case substantially in the form attached to the Agreement, or (ii) a written Opinion of Counsel to the Trustee that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the 1933 Act or is being made pursuant to the 1933 Act, which Opinion of Counsel shall be an expense of the transferor. No transfer of a Certificate of this Class shall be made unless the Trustee shall have received either (i) a representation letter from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Trustee, to the effect that such transferee is not an employee benefit plan subject to Section 406 of ERISA or ERISA, Section 4975 of the CodeCode or any materially similar provisions of applicable Federal, state or local law ("Similar Law"), or a person acting on behalf of any such or investing plan or arrangement or using the assets of any such plan or arrangement to effect such transferplan, which representation letter shall not be an expense of the Trustee or the Master Servicer, (ii) if the purchaser is an insurance company, a representation that the purchaser is an insurance company which is purchasing such Certificates with funds contained in an "insurance company general account" (as such term is defined in Section V(e) of Prohibited Transaction Class Exemption 95-60 ("PTCE 95-60")) and that the purchase and holding of such Certificates are covered under PTCE 95-60 or (iii) in the case of any such Class A-R Certificate presented for registration in the name of an employee benefit plan subject to ERISA, or Section 4975 of the Code (or comparable provisions of any subsequent enactments), or a trustee of any such plan or any other person acting on behalf of any such plan or arrangement, or using such plan's or arrangement's assets, an Opinion of Counsel satisfactory to the Trustee and the Master Servicer to the effect that the purchase or holding of such Class A-R Certificate will not result in the assets of the Trust Fund being deemed to be "plan assets" and subject to the prohibited transaction provisions of ERISA and the Code and will not subject the Trustee or the Master Servicer to any obligation in addition to those undertaken in this Agreement, which Opinion of Counsel shall not be an expense of the Trustee or the Master Servicer. Notwithstanding anything else to the contrary herein, any purported transfer of a Class A-R Certificate to or on behalf of an employee benefit plan subject to ERISA or to the Code without the Opinion of Counsel satisfactory to the Trustee as described above shall be void and of no effect. Each Holder of this Class A-R Certificate will be deemed to have agreed to be bound by the restrictions of the Agreement, including but not limited to the restrictions that (i) each person holding or acquiring any Ownership Interest in this Class A-R Certificate must be a Permitted Transferee, (ii) no Ownership Interest in this Class A-R Certificate may be transferred without delivery to the Trustee of (a) a transfer affidavit of the proposed transferee and (b) a transfer certificate of the transferor, each of such documents to be in the form described in the Agreement, (iii) each person holding or acquiring any Ownership Interest in this Class A-R Certificate must agree to require a transfer affidavit and to deliver a transfer certificate to the Trustee as required pursuant to the Agreement, (iv) each person holding or acquiring an Ownership Interest in this Class A-R Certificate must agree not to transfer an Ownership Interest in this Class A-R Certificate if it has actual knowledge that the proposed transferee is not a Permitted Transferee and (v) any attempted or purported transfer of any Ownership Interest in this Class A-R Certificate in violation of such restrictions will be absolutely null and void and will vest no rights in the purported transfereeTrustee. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned authenticated by an authorized signatory of the Trustee.. ***
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Gs Mortgage Securities Corp. Gsamp Trust 2004-He2)
Certificate No. Cut-off Date : Initial Certificate Balance December 1, 2005 First Distribution Date : January 27, 2006 Percentage Interest of this Certificate ("Denomination") : $ Initial Certificate Balances of all Certificates of this Class : $ 100% CUSIP : Interest Rate 362341 M7 1 ISIN : Maturity Date : INDYMAC MBS, INCUS362341M713 GS MORTGAGE SECURITIES CORP. Residential Asset Securitization GSAMP Trust 200_-__ 2005-WMC3 Mortgage Pass-Through Certificates, Series 200_-__ 2005-WMC3 Class A-R R-1 evidencing a percentage interest in the distributions allocable to the Class ACertificates of the above-R Certificates with respect to a Trust Fund consisting primarily of a pool of conventional mortgage loans (the "Mortgage Loans") secured by first liens on one- to four-family residential propertiesreferenced Class. Principal Distributions in respect of this Certificate is distributable monthly as set forth herein. Accordingly, the This Class R-1 Certificate has no Certificate Balance at any time may be less than the Certificate Balance as set forth hereinand is not entitled to distributions in respect of principal or interest. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the SellerServicer, the Master Servicer Purchaser, WMC or the Trustee referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that [__________________ ] is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the denomination of this Certificate by the aggregate of the denominations of all Certificates of the Class to which this Certificate belongs) in certain monthly distributions with respect due to a Trust Fund consisting primarily of the Mortgage Loans deposited by IndyMac MBS, Inc. (the "Depositor"). The Trust Fund was created Class R-1 Certificates pursuant to a Pooling and Servicing Agreement Agreement, dated as of the Cut-off Date specified above (the "Agreement") ), among the Depositor, IndyMac Bank, F.S.B.GS Mortgage Securities Corp., as seller and master depositor (the "Depositor"), Litton Loan Servicing LP, as servicer (the "Seller" or Servicer"), Wells Farg▇ ▇▇▇▇, N.A., as custodian (the "Master ServicerCustodian", as appropriate), and Deutsche Bank Deutsc▇▇ ▇▇nk National Trust Company, as trustee (the "Trustee"). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Any distribution of the proceeds of any remaining assets of the Trust Fund will be made only upon presentment and surrender of this Class A-R R-1 Certificate at the Corporate Trust Office or the office or agency maintained offices designated by the Trustee for such purposes or such other location specified in New York, New Yorkthe notice to Certificateholders. No transfer of a Class A-R R-1 Certificate shall be made unless the Trustee shall have received either (i) a representation letter from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Trustee, to the effect that such transferee is not an employee benefit plan or arrangement subject to Section 406 of ERISA ERISA, a plan or arrangement subject to Section 4975 of the CodeCode or a plan subject to Similar Law, or a person acting on behalf of any such plan or arrangement or nor using the assets of any such plan or arrangement to effect such transfer, which representation letter shall not be an expense of the Trustee Trustee, the Servicer or the Master ServicerTrust Fund. In the event that such representation is violated, (ii) if the purchaser or any attempt is an insurance company, made to transfer to a representation that the purchaser is an insurance company which is purchasing such Certificates with funds contained in an "insurance company general account" (as such term is defined in plan or arrangement subject to Section V(e) 406 of Prohibited Transaction Class Exemption 95-60 ("PTCE 95-60")) and that the purchase and holding of such Certificates are covered under PTCE 95-60 ERISA or (iii) in the case of any such Class A-R Certificate presented for registration in the name of an employee benefit a plan subject to ERISA, or Section 4975 of the Code (or comparable provisions of any subsequent enactments)a plan subject to Similar Law, or a trustee of any such plan or any other person acting on behalf of any such plan or arrangement, arrangement or using such plan's or arrangement's assets, an Opinion of Counsel satisfactory to the Trustee and the Master Servicer to the effect that the purchase or holding of such Class A-R Certificate will not result in the assets of the Trust Fund being deemed to be "any such plan assets" and subject to the prohibited transaction provisions of ERISA and the Code and will not subject the Trustee or the Master Servicer to any obligation in addition to those undertaken in this Agreementarrangement, which Opinion of Counsel shall not be an expense of the Trustee such attempted transfer or the Master Servicer. Notwithstanding anything else to the contrary herein, any purported transfer of a Class A-R Certificate to or on behalf of an employee benefit plan subject to ERISA or to the Code without the Opinion of Counsel satisfactory to the Trustee as described above acquisition shall be void and of no effect. Each Holder of this Class A-R R-1 Certificate will shall be deemed by the acceptance or acquisition an Ownership Interest in this Class R-1 Certificate to have agreed to be bound by the restrictions following provisions, and the rights of the Agreement, including but not limited each Person acquiring any Ownership Interest in this Class R-1 Certificate are expressly subject to the restrictions that following provisions: (i) each person Person holding or acquiring any Ownership Interest in this Class A-R R-1 Certificate must shall be a Permitted Transferee and shall promptly notify the Trustee of any change or impending change in its status as a Permitted Transferee, (ii) no Ownership Interest in this Class A-R R-1 Certificate may be transferred without delivery registered on the Closing Date or thereafter transferred, and the Trustee shall not register the Transfer of this Certificate unless, in addition to the certificates required to be delivered to the Trustee under Section 5.02(b) of (a) the Agreement, the Trustee shall have been furnished with a transfer affidavit Transfer Affidavit of the initial owner or the proposed transferee and (b) a transfer certificate of the transferor, each of such documents to be in the form described in attached as Exhibit G to the Agreement, (iii) each person Person holding or acquiring any Ownership Interest in this Class R-1 Certificate shall agree (A-R Certificate must agree ) to require obtain a transfer affidavit and Transfer Affidavit from any other Person to deliver whom such Person attempts to Transfer its Ownership Interest this Class R-1 Certificate, (B) to obtain a transfer certificate Transfer Affidavit from any Person for whom such Person is acting as nominee, trustee or agent in connection with any Transfer of this Class R-1 Certificate, (C) not to cause income with respect to the Trustee as required pursuant Class R-1 Certificate to be attributable to a foreign permanent establishment or fixed base, within the Agreementmeaning of an applicable income tax treaty, of such Person or any other U.S. Person and (ivD) each person holding or acquiring an not to Transfer the Ownership Interest in this Class A-R R-1 Certificate must agree not or to transfer an cause the Transfer of the Ownership Interest in this Class A-R R-1 Certificate to any other Person if it has actual knowledge that the proposed transferee such Person is not a Permitted Transferee and (viv) any attempted or purported transfer Transfer of any the Ownership Interest in this Class A-R R-1 Certificate in violation of such restrictions will the provisions herein shall be absolutely null and void and will shall vest no rights in the purported transfereeTransferee. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned authenticated by an authorized signatory of the Trustee.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (GSAMP Trust 2005-Wmc3)
Certificate No. Cut-off Date : Initial Certificate Balance December 1, 2006 First Distribution Date : January 25, 2007 Percentage Interest of this Certificate ("Denomination") : $ Initial Certificate Balances of all Certificates of this Class : $ [_____]% CUSIP : Interest Rate : Maturity Date : INDYMAC MBS, INC36245T AW 5 ISIN US36245TAW53 ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇. Residential Asset Securitization GSAMP Trust 200_-__ 2006-FM3 Mortgage Pass-Through Certificates, Series 200_-__ 2006-FM3 Class A-R P evidencing a percentage interest in the distributions allocable to the Class ACertificates of the above-R Certificates with respect to a Trust Fund consisting primarily of a pool of conventional mortgage loans (the "Mortgage Loans") secured by first liens on one- to four-family residential propertiesreferenced Class. Principal Distributions in respect of this Certificate is are distributable monthly as set forth herein. Accordingly, the Certificate Balance at any time may be less than the Certificate Balance as set forth herein. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the SellerMaster Servicer, the Master Servicer Servicer, the Securities Administrator, the Sponsor, the Responsible Party or the Trustee or any other party to the Agreement referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that [__________________ ] is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the denomination of this Certificate by the aggregate of the denominations of all Certificates of the Class to which this Certificate belongs) in certain monthly distributions with respect to a Trust Fund consisting primarily of the Mortgage Loans deposited by IndyMac MBS, Inc. (the "Depositor"). The Trust Fund was created pursuant to a Pooling and Servicing Agreement Agreement, dated as of the Cut-off Date specified above (the "Agreement") ), among the Depositor, IndyMac Bank, F.S.B.GS Mortgage Securities Corp., as seller and master servicer depositor (the "Seller" or Depositor"), Fremont Investment & Loan, as responsible party (in such capacity, the "Master Responsible Party") and as servicer (in such capacity, the "Servicer", as appropriate), and Deutsche Bank National Trust Company, as trustee (the "Trustee") and Wells Fargo Bank, N.A., as master servicer (the "Master Servicer") and ▇▇▇▇▇ities administrator (the "Securities Administrator"). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Any This Certificate does not have a Pass-Through Rate and will be entitled to distributions only to the extent set forth in the Agreement. In addition, any distribution of the proceeds of any remaining assets of the Trust Fund will be made only upon presentment and surrender of this Class A-R Certificate at the Corporate Trust Office or the office or agency maintained offices designated by the Trustee in New York, New YorkSecurities Administrator for such purpose. No transfer of a Certificate of this Class A-R shall be made unless such disposition is exempt from the registration requirements of the Securities Act of 1933, as amended (the "1933 Act"), and any applicable state securities laws or is made in accordance with the 1933 Act and such laws. In the event of any such transfer, the Securities Administrator shall require the transferor to execute a transferor certificate (in substantially the form attached to the Agreement) and deliver either (i) a Rule 144A Letter, in either case substantially in the form attached to the Agreement, or (ii) a written Opinion of Counsel to the Securities Administrator that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the 1933 Act or is being made pursuant to the 1933 Act, which Opinion of Counsel shall be an expense of the transferor. No transfer of a Certificate of this Class shall be made unless the Trustee Securities Administrator shall have received either (i) a representation letter from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the TrusteeSecurities Administrator, to the effect that such transferee is not an employee benefit plan subject to Section 406 of ERISA or ERISA, Section 4975 of the CodeCode or any materially similar provisions of applicable federal, state or local law ("Similar Law"), or a person acting on behalf of any such or investing plan or arrangement or using the assets of any such plan or arrangement to effect such transferplan, which representation letter shall not be an expense of the Trustee or the Master Servicer, (ii) if the purchaser is an insurance company, a representation that the purchaser is an insurance company which is purchasing such Certificates with funds contained in an "insurance company general account" (as such term is defined in Section V(e) of Prohibited Transaction Class Exemption 95-60 ("PTCE 95-60")) and that the purchase and holding of such Certificates are covered under PTCE 95-60 or (iii) in the case of any such Class A-R Certificate presented for registration in the name of an employee benefit plan subject to ERISA, or Section 4975 of the Code (or comparable provisions of any subsequent enactments), or a trustee of any such plan or any other person acting on behalf of any such plan or arrangement, or using such plan's or arrangement's assets, an Opinion of Counsel satisfactory to the Trustee and the Master Servicer to the effect that the purchase or holding of such Class A-R Certificate will not result in the assets of the Trust Fund being deemed to be "plan assets" and subject to the prohibited transaction provisions of ERISA and the Code and will not subject the Trustee or the Master Servicer to any obligation in addition to those undertaken in this Agreement, which Opinion of Counsel shall not be an expense of the Trustee or the Master Servicer. Notwithstanding anything else to the contrary herein, any purported transfer of a Class A-R Certificate to or on behalf of an employee benefit plan subject to ERISA or to the Code without the Opinion of Counsel satisfactory to the Trustee as described above shall be void and of no effect. Each Holder of this Class A-R Certificate will be deemed to have agreed to be bound by the restrictions of the Agreement, including but not limited to the restrictions that (i) each person holding or acquiring any Ownership Interest in this Class A-R Certificate must be a Permitted Transferee, (ii) no Ownership Interest in this Class A-R Certificate may be transferred without delivery to the Trustee of (a) a transfer affidavit of the proposed transferee and (b) a transfer certificate of the transferor, each of such documents to be in the form described in the Agreement, (iii) each person holding or acquiring any Ownership Interest in this Class A-R Certificate must agree to require a transfer affidavit and to deliver a transfer certificate to the Trustee as required pursuant to the Agreement, (iv) each person holding or acquiring an Ownership Interest in this Class A-R Certificate must agree not to transfer an Ownership Interest in this Class A-R Certificate if it has actual knowledge that the proposed transferee is not a Permitted Transferee and (v) any attempted or purported transfer of any Ownership Interest in this Class A-R Certificate in violation of such restrictions will be absolutely null and void and will vest no rights in the purported transfereeSecurities Administrator. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned authenticated by an authorized signatory of the Trustee.Securities Administrator. ***
Appears in 1 contract
Sources: Pooling and Servicing Agreement (GSAMP Trust 2006-Fm3)
Certificate No. R-1 Cut-off Date : Initial Certificate Balance August 1, 2004 First Distribution Date : September 25, 2004 Percentage Interest of : 100% this Certificate ("Denomination") : $ Initial Certificate Balances of all Certificates of this Class : $ CUSIP : Interest Rate : Maturity Date : INDYMAC MBS, MORGAN STANLEY ABS CAPITAL I INC. Residential Asset Securitization Trust 200_-__ Morgan Stanley ABS Ca▇▇▇▇▇ I ▇▇▇. ▇rust 2004-HE6 Mortgage Pass▇▇▇▇-Through Certificates▇h▇▇▇▇▇ ▇ertificates, Series 200_-__ 2004-HE6 Class A-R evidencing a percentage interest in the distributions allocable to the Class ACertificates of the above-R Certificates with respect to a Trust Fund consisting primarily of a pool of conventional mortgage loans (the "Mortgage Loans") secured by first liens on one- to four-family residential propertiesreferenced Class. Principal Distributions in respect of this Certificate is distributable monthly as set forth herein. Accordingly, the This Class R Certificate has no Certificate Balance at any time may be less than the Certificate Balance as set forth hereinand is not entitled to distributions in respect of principal or interest. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Seller, Trustee or any other party to the Master Servicer or the Trustee Agreement referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that __________________ Morgan Stanley & Co. Incorporated is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the denomination Percen▇▇▇▇ ▇n▇▇▇▇▇▇ specified above of this Certificate by the aggregate of the denominations of all Certificates of any monthly distributions due to the Class to which this Certificate belongs) in certain monthly distributions with respect to a Trust Fund consisting primarily of the Mortgage Loans deposited by IndyMac MBS, Inc. (the "Depositor"). The Trust Fund was created R Certificates pursuant to a Pooling and Servicing Agreement dated as of the Cut-off Date specified above (the "Agreement") among the Depositor, IndyMac Bank, F.S.B.Morgan Stanley ABS Capital I Inc., as seller and master servicer depositor (the "Seller" or the Depositor"Master Servicer"), Chas▇ ▇▇▇▇a▇▇▇▇ ▇▇rtgage Corporation, as appropriate)servicer, Countrywide Home Loans Servicing LP, as servicer, HomEq Servicing Corporation, as servicer, Accredited Home Lenders, Inc., as a responsible party, NC Capital Corporation, as a responsible party, and Deutsche Bank National Trust Company, as trustee (the "Trustee"). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Any distribution of the proceeds of any remaining assets of the Trust Fund will be made only upon presentment and surrender of this Class A-R Certificate at the Corporate Trust Office or the office or agency maintained offices designated by the Trustee for such purposes or such other location specified in New York, New Yorkthe notice to Certificateholders. No transfer of a Class A-R Certificate shall be made unless the Trustee shall have received either (i) a representation letter from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Trustee, to the effect that such transferee is not an employee benefit plan or arrangement subject to Section 406 of ERISA ERISA, a plan or arrangement subject to Section 4975 of the CodeCode or a plan subject to Similar Law, or a person acting on behalf of any such plan or arrangement or nor using the assets of any such plan or arrangement to effect such transfer, which representation letter shall not be an expense of the Trustee Trustee, the Servicers or the Master ServicerTrust Fund. In the event that such representation is violated, (ii) if the purchaser or any attempt is an insurance company, made to transfer to a representation that the purchaser is an insurance company which is purchasing such Certificates with funds contained in an "insurance company general account" (as such term is defined in plan or arrangement subject to Section V(e) 406 of Prohibited Transaction Class Exemption 95-60 ("PTCE 95-60")) and that the purchase and holding of such Certificates are covered under PTCE 95-60 ERISA or (iii) in the case of any such Class A-R Certificate presented for registration in the name of an employee benefit a plan subject to ERISA, or Section 4975 of the Code (or comparable provisions of any subsequent enactments)a plan subject to Similar Law, or a trustee of any such plan or any other person acting on behalf of any such plan or arrangement, arrangement or using such plan's or arrangement's assets, an Opinion of Counsel satisfactory to the Trustee and the Master Servicer to the effect that the purchase or holding of such Class A-R Certificate will not result in the assets of the Trust Fund being deemed to be "any such plan assets" and subject to the prohibited transaction provisions of ERISA and the Code and will not subject the Trustee or the Master Servicer to any obligation in addition to those undertaken in this Agreementarrangement, which Opinion of Counsel shall not be an expense of the Trustee such attempted transfer or the Master Servicer. Notwithstanding anything else to the contrary herein, any purported transfer of a Class A-R Certificate to or on behalf of an employee benefit plan subject to ERISA or to the Code without the Opinion of Counsel satisfactory to the Trustee as described above acquisition shall be void and of no effect. Each Holder of this Class A-R Certificate will shall be deemed by the acceptance or acquisition an Ownership Interest in this Class R Certificate to have agreed to be bound by the restrictions following provisions, and the rights of the Agreement, including but not limited each Person acquiring any Ownership Interest in this Class R Certificate are expressly subject to the restrictions that following provisions: (i) each person Person holding or acquiring any Ownership Interest in this Class A-R Certificate must shall be a Permitted Transferee and shall promptly notify the Trustee of any change or impending change in its status as a Permitted Transferee, (ii) no Ownership Interest in this Class A-R Certificate may be transferred without delivery registered on the Closing Date or thereafter transferred, and the Trustee shall not register the Transfer of this Certificate unless, in addition to the certificates required to be delivered to the Trustee under Section 5.02(b) of (a) the Agreement, the Trustee shall have been furnished with a transfer affidavit Transfer Affidavit of the initial owner or the proposed transferee and (b) a transfer certificate of the transferor, each of such documents to be in the form described in attached as Exhibit G to the Agreement, (iii) each person Person holding or acquiring any Ownership Interest in this Class A-R Certificate must shall agree (A) to require obtain a transfer affidavit and Transfer Affidavit from any other Person to deliver whom such Person attempts to Transfer its Ownership Interest this Class R Certificate, (B) to obtain a transfer certificate Transfer Affidavit from any Person for whom such Person is acting as nominee, trustee or agent in connection with any Transfer of this Class R Certificate, (C) not to cause income with respect to the Trustee as required pursuant Class R Certificate to be attributable to a foreign permanent establishment or fixed base, within the Agreementmeaning of an applicable income tax treaty, of such Person or any other U.S. Person and (ivD) each person holding or acquiring an not to Transfer the Ownership Interest in this Class A-R Certificate must agree not or to transfer an cause the Transfer of the Ownership Interest in this Class A-R Certificate to any other Person if it has actual knowledge that the proposed transferee such Person is not a Non-Permitted Transferee and (viv) any attempted or purported transfer Transfer of any the Ownership Interest in this Class A-R Certificate in violation of such restrictions will the provisions herein shall be absolutely null and void and will shall vest no rights in the purported transfereeTransferee. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned authenticated by an authorized signatory of the Trustee.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Morgan Stanley ABS Capital I Inc. Trust 2004-He6)
Certificate No. Cut-off Off Date : [________] [___], 200[__] First Distribution Date : [________] [___], 200[__] Initial Certificate Class Principal Balance of this Certificate ("“Denomination"”) : $ $[_________] Initial Certificate Balances of all Certificates of this Class Principal Balance : $ CUSIP : Interest Rate : Maturity Date : INDYMAC MBS, INC. Residential Asset Securitization Trust 200_-$[__ Mortgage ________] Pass-Through Certificates, Series 200_-Rate : [__ ___]% CUSIP : Class A-R evidencing the distributions allocable to the Class A-R Certificates with respect to a Trust Fund consisting primarily of a pool of conventional mortgage loans (the "Mortgage Loans") secured by first liens on one- to four-family residential properties. : A-1 Principal in respect of this Certificate is distributable monthly as set forth herein. Accordingly, the Class Principal Balance of this Class A-1 Certificate Balance at any time may be less than the Certificate Initial Class Principal Balance as set forth on the face hereof, as described herein. This Class A-1 Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Seller, the Master Servicer Seller or the Trustee referred to below or any of their respective affiliates. Neither this Class A-1 Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that __________________ CEDE & Co. is the registered owner of the Percentage Interest evidenced by this Class A-1 Certificate (obtained by dividing the denomination Denomination of this Class A-1 Certificate by the aggregate of the denominations of all Certificates of the Class to which this Certificate belongsPrincipal Balance) in certain monthly distributions with respect to a Trust Fund consisting primarily of the Mortgage Loans deposited by IndyMac MBS, Inc. ▇▇▇▇▇▇ ABS Corporation (the "“Depositor"”). The Trust Fund was created pursuant to a Pooling and Servicing Agreement dated as of the Cut-off Off Date specified above (the "“Agreement"”) among the Depositor, IndyMac Bank, F.S.B.[Seller/Servicer], as seller and master servicer (in such capacities, the "“Seller" ” or the "Master “Servicer", as appropriate”), and Deutsche Bank National Trust Company[Trustee], as trustee (the "“Trustee"”). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Class A 1 Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Class A 1 Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Any distribution of the proceeds of any remaining assets of the Trust Fund will be made only upon presentment and surrender of this Class A-R Certificate at the Corporate Trust Office or the office or agency maintained by the Trustee in New York, New York. No transfer of a Class A-R Certificate shall be made unless the Trustee shall have received either (i) a representation letter from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Trustee, to the effect that such transferee is not an employee benefit plan subject to Section 406 of ERISA or Section 4975 of the Code, or a person acting on behalf of any such plan or arrangement or using the assets of any such plan or arrangement to effect such transfer, which representation letter shall not be an expense of the Trustee or the Master Servicer, (ii) if the purchaser is an insurance company, a representation that the purchaser is an insurance company which is purchasing such Certificates with funds contained in an "insurance company general account" (as such term is defined in Section V(e) of Prohibited Transaction Class Exemption 95-60 ("PTCE 95-60")) and that the purchase and holding of such Certificates are covered under PTCE 95-60 or (iii) in the case of any such Class A-R Certificate presented for registration in the name of an employee benefit plan subject to ERISA, or Section 4975 of the Code (or comparable provisions of any subsequent enactments), or a trustee of any such plan or any other person acting on behalf of any such plan or arrangement, or using such plan's or arrangement's assets, an Opinion of Counsel satisfactory to the Trustee and the Master Servicer to the effect that the purchase or holding of such Class A-R Certificate will not result in the assets of the Trust Fund being deemed to be "plan assets" and subject to the prohibited transaction provisions of ERISA and the Code and will not subject the Trustee or the Master Servicer to any obligation in addition to those undertaken in this Agreement, which Opinion of Counsel shall not be an expense of the Trustee or the Master Servicer. Notwithstanding anything else to the contrary herein, any purported transfer of a Class A-R Certificate to or on behalf of an employee benefit plan subject to ERISA or to the Code without the Opinion of Counsel satisfactory to the Trustee as described above shall be void and of no effect. Each Holder of this Class A-R Certificate will be deemed to have agreed to be bound by the restrictions of the Agreement, including but not limited to the restrictions that (i) each person holding or acquiring any Ownership Interest in this Class A-R Certificate must be a Permitted Transferee, (ii) no Ownership Interest in this Class A-R Certificate may be transferred without delivery to the Trustee of (a) a transfer affidavit of the proposed transferee and (b) a transfer certificate of the transferor, each of such documents to be in the form described in the Agreement, (iii) each person holding or acquiring any Ownership Interest in this Class A-R Certificate must agree to require a transfer affidavit and to deliver a transfer certificate to the Trustee as required pursuant to the Agreement, (iv) each person holding or acquiring an Ownership Interest in this Class A-R Certificate must agree not to transfer an Ownership Interest in this Class A-R Certificate if it has actual knowledge that the proposed transferee is not a Permitted Transferee and (v) any attempted or purported transfer of any Ownership Interest in this Class A-R Certificate in violation of such restrictions will be absolutely null and void and will vest no rights in the purported transferee. Reference is hereby made to the further provisions of this Class A 1 Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Class A 1 Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned by an authorized signatory of the Trustee.
Appears in 1 contract
Certificate No. Cut-off Date : Initial Certificate Balance April 1, 2004 First Distribution Date : May 25, 2004 Percentage Interest of this Certificate ("Denomination") : $ Initial Certificate Balances of all Certificates of this Class : $ 100% CUSIP : Interest Rate [36228F S8 0] ISIN: Maturity Date : INDYMAC MBS, INC[US63228FS808] GS MORTGAGE SECURITIES CORP. Residential Asset Securitization GSAMP Trust 200_-__ 2004-NC1 Mortgage Pass-Through Certificates, Series 200_-__ 2004-NC1 Class A-R X evidencing a percentage interest in the distributions allocable to the Class ACertificates of the above-R Certificates with respect to a Trust Fund consisting primarily of a pool of conventional mortgage loans (the "Mortgage Loans") secured by first liens on one- to four-family residential propertiesreferenced Class. Principal Distributions in respect of this Certificate is are distributable monthly as set forth herein. Accordingly, the Certificate Balance at any time may be less than the Certificate Balance as set forth herein. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the SellerServicers, the Master Servicer Responsible Party or the Trustee referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that [__________________ ______] is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the denomination of this Certificate by the aggregate of the denominations of all Certificates of the Class to which this Certificate belongs) in certain monthly distributions with respect to a Trust Fund consisting primarily of the Mortgage Loans deposited by IndyMac MBS, Inc. (the "Depositor"). The Trust Fund was created pursuant to a Pooling and Servicing Agreement dated as of the Cut-off Date specified above April 1, 2004 (the "Agreement") among the Depositor, IndyMac Bank, F.S.B.GS Mortgage Securities Corp., as seller and master servicer depositor (the "Seller" or Depositor"), Litton Loan Servicing LP, as servicer, New Century Mortgage Corporation, ▇▇ ▇ervicer (collectively, the "Master ServicerServicers"), NC Capital Corporation, as appropriateresponsible party (the "Responsible Party"), and Deutsche Bank National Trust Company, as trustee (the "Trustee"). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Any This Certificate will be entitled to distributions only to the extent set forth in the Agreement. In addition, any distribution of the proceeds of any remaining assets of the Trust Fund will be made only upon presentment and surrender of this Class A-R Certificate at the Corporate Trust Office offices designated by the Trustee for such purposes or the office or agency maintained by the Trustee in New York, New YorkTrustee. No transfer of a Certificate of this Class A-R shall be made unless such disposition is exempt from the registration requirements of the Securities Act of 1933, as amended (the "1933 Act"), and any applicable state securities laws or is made in accordance with the 1933 Act and such laws. In the event of any such transfer, the Trustee shall require the transferor to execute a transferor certificate (in substantially the form attached to the Pooling and Servicing Agreement) and deliver either (i) a Rule 144A Letter, in either case substantially in the form attached to the Agreement, or (ii) a written Opinion of Counsel to the Trustee that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the 1933 Act or is being made pursuant to the 1933 Act, which Opinion of Counsel shall be an expense of the transferor. No transfer of a Certificate of this Class shall be made unless the Trustee shall have received either (i) a representation letter from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Trustee, to the effect that such transferee is not an employee benefit plan subject to Section 406 of ERISA or ERISA, Section 4975 of the CodeCode or any materially similar provisions of applicable Federal, state or local law ("Similar Law"), or a person acting on behalf of any such or investing plan or arrangement or using the assets of any such plan or arrangement to effect such transferplan, which representation letter shall not be an expense of the Trustee or the Master Servicer, (ii) if the purchaser is an insurance company, a representation that the purchaser is an insurance company which is purchasing such Certificates with funds contained in an "insurance company general account" (as such term is defined in Section V(e) of Prohibited Transaction Class Exemption 95-60 ("PTCE 95-60")) and that the purchase and holding of such Certificates are covered under PTCE 95-60 or (iii) in the case of any such Class A-R Certificate presented for registration in the name of an employee benefit plan subject to ERISA, or Section 4975 of the Code (or comparable provisions of any subsequent enactments), or a trustee of any such plan or any other person acting on behalf of any such plan or arrangement, or using such plan's or arrangement's assets, an Opinion of Counsel satisfactory to the Trustee and the Master Servicer to the effect that the purchase or holding of such Class A-R Certificate will not result in the assets of the Trust Fund being deemed to be "plan assets" and subject to the prohibited transaction provisions of ERISA and the Code and will not subject the Trustee or the Master Servicer to any obligation in addition to those undertaken in this Agreement, which Opinion of Counsel shall not be an expense of the Trustee or the Master Servicer. Notwithstanding anything else to the contrary herein, any purported transfer of a Class A-R Certificate to or on behalf of an employee benefit plan subject to ERISA or to the Code without the Opinion of Counsel satisfactory to the Trustee as described above shall be void and of no effect. Each Holder of this Class A-R Certificate will be deemed to have agreed to be bound by the restrictions of the Agreement, including but not limited to the restrictions that (i) each person holding or acquiring any Ownership Interest in this Class A-R Certificate must be a Permitted Transferee, (ii) no Ownership Interest in this Class A-R Certificate may be transferred without delivery to the Trustee of (a) a transfer affidavit of the proposed transferee and (b) a transfer certificate of the transferor, each of such documents to be in the form described in the Agreement, (iii) each person holding or acquiring any Ownership Interest in this Class A-R Certificate must agree to require a transfer affidavit and to deliver a transfer certificate to the Trustee as required pursuant to the Agreement, (iv) each person holding or acquiring an Ownership Interest in this Class A-R Certificate must agree not to transfer an Ownership Interest in this Class A-R Certificate if it has actual knowledge that the proposed transferee is not a Permitted Transferee and (v) any attempted or purported transfer of any Ownership Interest in this Class A-R Certificate in violation of such restrictions will be absolutely null and void and will vest no rights in the purported transfereeTrustee. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned authenticated by an authorized signatory of the Trustee.. * * *
Appears in 1 contract
Sources: Pooling and Servicing Agreement (GSAMP Trust 2004-Nc1)
Certificate No. 1 Cut-off Date : August 1, 2004 First Distribution Date : September 27, 2004 Initial Certificate Principal Balance of this Certificate ("Denomination") : $ Initial 12,344,000.00 Original Class Certificate Balances of all Certificates Principal Balance of this Class : $ 12,344,000.00 Percentage Interest : 100.00% Pass-Through Rate : Variable CUSIP : Interest Rate 317350 BJ 4 Class : M-6 Assumed Maturity Date : INDYMAC MBS, INC. Residential Asset Securitization August 2034 Finance America Mortgage Loan Trust 200_-__ Mortgage Pass2004-Through 2 Asset-Backed Certificates, Series 200_-__ 2004-2 Class A-R M-6 evidencing the Percentage Interest in the distributions allocable to the Certificates of the above-referenced Class A-R Certificates with respect to a the Trust Fund consisting primarily of a pool of conventional first lien adjustable rate and fixed rate mortgage loans (the "Mortgage Loans") secured by first liens on one- to four-family residential properties. FINANCIAL ASSET SECURITIES CORP., as Depositor Principal in respect of this Certificate is distributable monthly as set forth herein. Accordingly, the Certificate Principal Balance of this Class M-6 Certificate at any time may be less than the Initial Certificate Principal Balance as set forth on the face hereof, as described herein. This Class M-6 Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the SellerServicer, the Master Servicer or the Trustee referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that __________________ Cede & Co. is the registered owner of the Percentage Interest evidenced by this Class M-6 Certificate (obtained by dividing the denomination Denomination of this Class M-6 Certificate by the aggregate of the denominations of all Certificates of the Original Class to which this Certificate belongsPrincipal Balance) in certain monthly distributions with respect to a Trust Fund consisting primarily of the Mortgage Loans deposited by IndyMac MBS, Inc. Financial Asset Securities Corp. (the "Depositor"). The Trust Fund was created pursuant to a Pooling and Servicing Agreement dated as of the Cut-off Date specified above August 1, 2004 (the "Agreement") among the Depositor, IndyMac Bank, F.S.B.HomEq Servicing Corporation, as seller and master servicer (the "Seller" or the "Master Servicer", as appropriate), and Deutsche Bank National Trust Company, a national banking association, as trustee (the "Trustee"). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Class M-6 Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Class M-6 Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Any distribution of the proceeds of any remaining assets of the Trust Fund will be made only upon presentment and surrender of this Class A-R Certificate at the Corporate Trust Office or the office or agency maintained by the Trustee in New York, New York. No transfer of this Certificate to a Class A-R Certificate shall be made unless the Trustee shall have received either (i) a representation letter from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Trustee, to the effect that such transferee is not an employee benefit plan Plan subject to Section 406 of ERISA or Section 4975 of the Code, any Person acting, directly or a person acting indirectly, on behalf of any such plan or arrangement or using the assets of any such plan or arrangement to effect such transfer, which representation letter shall not be an expense of the Trustee or the Master Servicer, (ii) if the purchaser is an insurance company, a representation that the purchaser is an insurance company which is purchasing such Certificates with funds contained in an "insurance company general account" (as such term is defined in Section V(e) of Prohibited Transaction Class Exemption 95-60 ("PTCE 95-60")) and that the purchase and holding of such Certificates are covered under PTCE 95-60 or (iii) in the case of any such Class A-R Certificate presented for registration in the name of an employee benefit plan subject to ERISA, or Section 4975 of the Code (or comparable provisions of any subsequent enactments), or a trustee of any such plan Plan or any other person acting on behalf of any such plan or arrangement, or using such plan's or arrangement's assets, an Opinion of Counsel satisfactory Plan Assets to the Trustee and the Master Servicer to the effect that the purchase or holding of such Class A-R acquire this Certificate will not result in the assets of the Trust Fund being deemed to be "plan assets" and subject to the prohibited transaction provisions of ERISA and the Code and will not subject the Trustee or the Master Servicer to any obligation in addition to those undertaken in this Agreement, which Opinion of Counsel shall not be an expense of the Trustee or the Master Servicer. Notwithstanding anything else to the contrary herein, any purported transfer of a Class A-R Certificate to or on behalf of an employee benefit plan subject to ERISA or to the Code without the Opinion of Counsel satisfactory to the Trustee as described above shall be void and of no effect. Each Holder of this Class A-R Certificate will be deemed to have agreed to be bound by the restrictions made except in accordance with Section 5.02(d) of the Agreement, including but not limited to the restrictions that (i) each person holding or acquiring any Ownership Interest in this Class A-R Certificate must be a Permitted Transferee, (ii) no Ownership Interest in this Class A-R Certificate may be transferred without delivery to the Trustee of (a) a transfer affidavit of the proposed transferee and (b) a transfer certificate of the transferor, each of such documents to be in the form described in the Agreement, (iii) each person holding or acquiring any Ownership Interest in this Class A-R Certificate must agree to require a transfer affidavit and to deliver a transfer certificate to the Trustee as required pursuant to the Agreement, (iv) each person holding or acquiring an Ownership Interest in this Class A-R Certificate must agree not to transfer an Ownership Interest in this Class A-R Certificate if it has actual knowledge that the proposed transferee is not a Permitted Transferee and (v) any attempted or purported transfer of any Ownership Interest in this Class A-R Certificate in violation of such restrictions will be absolutely null and void and will vest no rights in the purported transferee. Reference is hereby made to the further provisions of this Class M-6 Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Class M-6 Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned by an authorized signatory of the Trustee.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Finance America Mortgage Loan Trust 2004-2)
Certificate No. Cut-off Date : Initial Certificate Balance April 1, 2004 First Distribution Date : May 25, 2004 Percentage Interest of : this Certificate ("Denomination") : $ Initial Certificate Balances of all Certificates of this Class : $ 100% CUSIP : Interest Rate 36228F S6 4 ISIN : Maturity Date : INDYMAC MBS, INCUS36228FS642 GS MORTGAGE SECURITIES CORP. Residential Asset Securitization GSAMP Trust 200_-__ 2004-HE1 Mortgage Pass-Through Certificates, Series 200_-__ 2004-HE1 Class A-R evidencing a percentage interest in the distributions allocable to the Class ACertificates of the above-R Certificates with respect to a Trust Fund consisting primarily of a pool of conventional mortgage loans (the "Mortgage Loans") secured by first liens on one- to four-family residential propertiesreferenced Class. Principal Distributions in respect of this Certificate is are distributable monthly as set forth herein. Accordingly, the This Class R Certificate has no Certificate Balance at any time may be less than the Certificate Balance as set forth hereinand is not entitled to distributions in respect of principal or interest. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Seller, the Master Servicer Servicers or the Trustee referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that [__________________ ] is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the denomination specified above of this Certificate by the aggregate of the denominations of all Certificates of any monthly distributions due to the Class to which this Certificate belongs) in certain monthly distributions with respect to a Trust Fund consisting primarily of the Mortgage Loans deposited by IndyMac MBS, Inc. (the "Depositor"). The Trust Fund was created R Certificates pursuant to a Pooling and Servicing Agreement dated as of the Cut-off Date specified above April 1, 2004 (the "Agreement") among the Depositor, IndyMac Bank, F.S.B.GS Mortgage Securities Corp., as seller and master servicer depositor (the "Seller" or Depositor"), Ocwen Federal Bank FSB, as servicer, Chase Manhattan Mortgage Corporation, as servicer (collectively, the "Master ServicerServicers", as appropriate), ) and Deutsche Bank National Trust Company, as trustee (the "Trustee"). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Any distribution of the proceeds of any remaining assets of the Trust Fund will be made only upon presentment and surrender of this Class A-R Certificate at the Corporate Trust Office or the office or agency maintained offices designated by the Trustee in New York, New Yorkfor such purposes. No transfer of a Class A-R Certificate shall be made unless the Trustee shall have received either (i) a representation letter from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Trustee, to the effect that such transferee is not an employee benefit plan or arrangement subject to Section 406 of ERISA ERISA, a plan or arrangement subject to Section 4975 of the CodeCode or a plan subject to Similar Law, or a person acting on behalf of any such plan or arrangement or nor using the assets of any such plan or arrangement to effect such transfer, which representation letter shall not be an expense of the Trustee Trustee, the Servicer or the Master ServicerTrust Fund. In the event that such representation is violated, (ii) if the purchaser or any attempt is an insurance company, made to transfer to a representation that the purchaser is an insurance company which is purchasing such Certificates with funds contained in an "insurance company general account" (as such term is defined in plan or arrangement subject to Section V(e) 406 of Prohibited Transaction Class Exemption 95-60 ("PTCE 95-60")) and that the purchase and holding of such Certificates are covered under PTCE 95-60 ERISA or (iii) in the case of any such Class A-R Certificate presented for registration in the name of an employee benefit a plan subject to ERISA, or Section 4975 of the Code (or comparable provisions of any subsequent enactments)a plan subject to Similar Law, or a trustee of any such plan or any other person acting on behalf of any such plan or arrangement, arrangement or using such plan's or arrangement's assets, an Opinion of Counsel satisfactory to the Trustee and the Master Servicer to the effect that the purchase or holding of such Class A-R Certificate will not result in the assets of the Trust Fund being deemed to be "any such plan assets" and subject to the prohibited transaction provisions of ERISA and the Code and will not subject the Trustee or the Master Servicer to any obligation in addition to those undertaken in this Agreementarrangement, which Opinion of Counsel shall not be an expense of the Trustee such attempted transfer or the Master Servicer. Notwithstanding anything else to the contrary herein, any purported transfer of a Class A-R Certificate to or on behalf of an employee benefit plan subject to ERISA or to the Code without the Opinion of Counsel satisfactory to the Trustee as described above acquisition shall be void and of no effect. Each Holder of this Class A-R Certificate will shall be deemed by the acceptance or acquisition an Ownership Interest in this Class R Certificate to have agreed to be bound by the restrictions following provisions, and the rights of the Agreement, including but not limited each Person acquiring any Ownership Interest in this Class R Certificate are expressly subject to the restrictions that following provisions: (i) each person Person holding or acquiring any Ownership Interest in this Class A-R Certificate must shall be a Permitted Transferee and shall promptly notify the Trustee of any change or impending change in its status as a Permitted Transferee, (ii) no Ownership Interest in this Class A-R Certificate may be transferred without delivery registered on the Closing Date or thereafter transferred, and the Trustee shall not register the Transfer of this Certificate unless, in addition to the certificates required to be delivered to the Trustee under Section 5.02(b) of (a) the Agreement, the Trustee shall have been furnished with a transfer affidavit Transfer Affidavit of the initial owner or the proposed transferee and (b) a transfer certificate of the transferor, each of such documents to be in the form described in attached as Exhibit G to the Agreement, (iii) each person Person holding or acquiring any Ownership Interest in this Class A-R Certificate must shall agree (A) to require obtain a transfer affidavit and Transfer Affidavit from any other Person to deliver whom such Person attempts to Transfer its Ownership Interest this Class R Certificate, (B) to obtain a transfer certificate Transfer Affidavit from any Person for whom such Person is acting as nominee, trustee or agent in connection with any Transfer of this Class R Certificate, (C) not to cause income with respect to the Trustee as required pursuant Class R Certificate to be attributable to a foreign permanent establishment or fixed base, within the Agreementmeaning of an applicable income tax treaty, of such Person or any other U.S. Person and (ivD) each person holding or acquiring an not to Transfer the Ownership Interest in this Class A-R Certificate must agree not or to transfer an cause the Transfer of the Ownership Interest in this Class A-R Certificate to any other Person if it has actual knowledge that the proposed transferee such Person is not a Permitted Transferee and (viv) any attempted or purported transfer Transfer of any the Ownership Interest in this Class A-R Certificate in violation of such restrictions will the provisions herein shall be absolutely null and void and will shall vest no rights in the purported transfereeTransferee. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned authenticated by an authorized signatory of the Trustee.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Gs Mortgage Securities Corp Gsamp Trust 2004-He1)
Certificate No. R-1 Cut-off Date : Initial Certificate Balance July 1, 2004 First Distribution Date : August 25, 2004 Percentage Interest of : 100% this Certificate ("Denomination") : $ Initial Certificate Balances of all Certificates of this Class : $ CUSIP : Interest Rate : Maturity Date : INDYMAC MBS, MORGAN STANLEY ABS CAPITAL I INC. Residential Asset Securitization Morgan Stanley ABS C▇▇▇▇▇▇ ▇ ▇▇▇. Trust 200_-__ Mortgage Pass2004-Through HE5 Mortgag▇ ▇▇▇▇-▇▇▇▇▇▇▇ Certificates, Series 200_-__ 2004-HE5 Class A-R evidencing a percentage interest in the distributions allocable to the Class ACertificates of the above-R Certificates with respect to a Trust Fund consisting primarily of a pool of conventional mortgage loans (the "Mortgage Loans") secured by first liens on one- to four-family residential propertiesreferenced Class. Principal Distributions in respect of this Certificate is distributable monthly as set forth herein. Accordingly, the This Class R Certificate has no Certificate Balance at any time may be less than the Certificate Balance as set forth hereinand is not entitled to distributions in respect of principal or interest. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the SellerChase, the Master Servicer Countrywide, HomEq, Accredited, NC Capital or the Trustee referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that __________________ Morgan Stanley & Co. Incorporated is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the denomination Percen▇▇▇▇ ▇n▇▇▇▇▇▇ specified above of this Certificate by the aggregate of the denominations of all Certificates of any monthly distributions due to the Class to which this Certificate belongs) in certain monthly distributions with respect to a Trust Fund consisting primarily of the Mortgage Loans deposited by IndyMac MBS, Inc. (the "Depositor"). The Trust Fund was created R Certificates pursuant to a Pooling and Servicing Agreement dated as of the Cut-off Date specified above (the "Agreement") among the Depositor, IndyMac Bank, F.S.B.Morgan Stanley ABS Capital I Inc., as seller and master servicer depositor (the "Seller" or the Depositor"Master Servicer"), Chas▇ ▇▇▇▇a▇▇▇▇ ▇▇rtgage Corporation, as appropriateservicer ("Chase"), Countrywide Home Loans Servicing LP, as servicer ("Countrywide"), HomEq Servicing Corporation, as servicer ("HomEq"), Accredited Home Lenders, Inc., as a responsible party ("Accredited"), NC Capital Corporation, as a responsible party ("NC Capital") and Deutsche Bank National Trust Company, as trustee (the "Trustee"). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Any distribution of the proceeds of any remaining assets of the Trust Fund will be made only upon presentment and surrender of this Class A-R Certificate at the Corporate Trust Office or the office or agency maintained offices designated by the Trustee for such purposes or such other location specified in New York, New Yorkthe notice to Certificateholders. No transfer of a Class A-R Certificate shall be made unless the Trustee shall have received either (i) a representation letter from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Trustee, to the effect that such transferee is not an employee benefit plan or arrangement subject to Section 406 of ERISA ERISA, a plan or arrangement subject to Section 4975 of the CodeCode or a plan subject to Similar Law, or a person acting on behalf of any such plan or arrangement or nor using the assets of any such plan or arrangement to effect such transfer, which representation letter shall not be an expense of the Trustee Trustee, the Servicers or the Master ServicerTrust Fund. In the event that such representation is violated, (ii) if the purchaser or any attempt is an insurance company, made to transfer to a representation that the purchaser is an insurance company which is purchasing such Certificates with funds contained in an "insurance company general account" (as such term is defined in plan or arrangement subject to Section V(e) 406 of Prohibited Transaction Class Exemption 95-60 ("PTCE 95-60")) and that the purchase and holding of such Certificates are covered under PTCE 95-60 ERISA or (iii) in the case of any such Class A-R Certificate presented for registration in the name of an employee benefit a plan subject to ERISA, or Section 4975 of the Code (or comparable provisions of any subsequent enactments)a plan subject to Similar Law, or a trustee of any such plan or any other person acting on behalf of any such plan or arrangement, arrangement or using such plan's or arrangement's assets, an Opinion of Counsel satisfactory to the Trustee and the Master Servicer to the effect that the purchase or holding of such Class A-R Certificate will not result in the assets of the Trust Fund being deemed to be "any such plan assets" and subject to the prohibited transaction provisions of ERISA and the Code and will not subject the Trustee or the Master Servicer to any obligation in addition to those undertaken in this Agreementarrangement, which Opinion of Counsel shall not be an expense of the Trustee such attempted transfer or the Master Servicer. Notwithstanding anything else to the contrary herein, any purported transfer of a Class A-R Certificate to or on behalf of an employee benefit plan subject to ERISA or to the Code without the Opinion of Counsel satisfactory to the Trustee as described above acquisition shall be void and of no effect. Each Holder of this Class A-R Certificate will shall be deemed by the acceptance or acquisition an Ownership Interest in this Class R Certificate to have agreed to be bound by the restrictions following provisions, and the rights of the Agreement, including but not limited each Person acquiring any Ownership Interest in this Class R Certificate are expressly subject to the restrictions that following provisions: (i) each person Person holding or acquiring any Ownership Interest in this Class A-R Certificate must shall be a Permitted Transferee and shall promptly notify the Trustee of any change or impending change in its status as a Permitted Transferee, (ii) no Ownership Interest in this Class A-R Certificate may be transferred without delivery registered on the Closing Date or thereafter transferred, and the Trustee shall not register the Transfer of this Certificate unless, in addition to the certificates required to be delivered to the Trustee under Section 5.02(b) of (a) the Agreement, the Trustee shall have been furnished with a transfer affidavit Transfer Affidavit of the initial owner or the proposed transferee and (b) a transfer certificate of the transferor, each of such documents to be in the form described in attached as Exhibit G to the Agreement, (iii) each person Person holding or acquiring any Ownership Interest in this Class A-R Certificate must shall agree (A) to require obtain a transfer affidavit and Transfer Affidavit from any other Person to deliver whom such Person attempts to Transfer its Ownership Interest this Class R Certificate, (B) to obtain a transfer certificate Transfer Affidavit from any Person for whom such Person is acting as nominee, trustee or agent in connection with any Transfer of this Class R Certificate, (C) not to cause income with respect to the Trustee as required pursuant Class R Certificate to be attributable to a foreign permanent establishment or fixed base, within the Agreementmeaning of an applicable income tax treaty, of such Person or any other U.S. Person and (ivD) each person holding or acquiring an not to Transfer the Ownership Interest in this Class A-R Certificate must agree not or to transfer an cause the Transfer of the Ownership Interest in this Class A-R Certificate to any other Person if it has actual knowledge that the proposed transferee such Person is not a Non-Permitted Transferee and (viv) any attempted or purported transfer Transfer of any the Ownership Interest in this Class A-R Certificate in violation of such restrictions will the provisions herein shall be absolutely null and void and will shall vest no rights in the purported transfereeTransferee. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned authenticated by an authorized signatory of the Trustee.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Morgan Stanley ABS Capital I Inc. Trust 2004-He5)
Certificate No. [A-1/M-1-1/M-2-1/B] Cut-off Date : November 1, 2001 First Distribution Date : December 26, 2001 Initial Certificate Balance of this Certificate ("Denomination") : A $168,100,000 M-1 $ 13,325,000 M-2 $ 10,250,000 B $ 10,250,000 Initial Certificate Balances of all Certificates of this Class : A $168,000,000 M-1 $ 13,325,000 M-2 $ 10,250,000 B $ 10,250,000 CUSIP : Interest Rate : Maturity Date : INDYMAC MBS, A ▇▇▇▇▇▇▇▇▇ M-1 ▇▇▇▇▇▇▇▇▇ M-2 ▇▇▇▇▇▇▇▇▇ B ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ABS CAPITAL I INC. Residential Asset Securitization CDC Mortgage Capital Trust 200_-__ 2001-HE1 Mortgage Pass-Through Certificates, Series 200_-__ 2001-HE1 [Class A-R A-][Class M-][Class B] evidencing a percentage interest in the distributions allocable to the Class ACertificates of the above-R Certificates with respect to a Trust Fund consisting primarily of a pool of conventional mortgage loans (the "Mortgage Loans") secured by first liens on one- to four-family residential propertiesreferenced Class. Principal in respect of this Certificate is distributable monthly as set forth herein. Accordingly, the Certificate Balance at any time may be less than the Certificate Balance as set forth herein. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Unaffiliated Seller, any Responsible Party, the Master Servicer or the Trustee referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that __________________ CEDE & CO. is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the denomination of this Certificate by the aggregate of the denominations of all Certificates of the Class to which this Certificate belongs) in certain monthly distributions with respect to a Trust Fund consisting primarily of the Mortgage Loans deposited by IndyMac MBS, Inc. (the "Depositor"). The Trust Fund was created pursuant to a Pooling and Servicing Agreement dated as of the Cut-off Date specified above (the "AgreementAGREEMENT") among the Depositor, IndyMac Bank, F.S.B.▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ABS CAPITAL I INC., as seller and master depositor (the "DEPOSITOR"), Ocwen Federal Bank FSB, as servicer (the "Seller" or SERVICER"), CDC Mortgage Capital Inc., as unaffiliated seller (the "Master ServicerUNAFFILIATED SELLER"), BNC Mortgage, Inc. and Impac Funding Corporation, as appropriate)responsible parties (the "RESPONSIBLE PARTIES") and Bankers Trust Company of California, and Deutsche Bank National Trust CompanyN.A., as trustee (the "TrusteeTRUSTEE"). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Any distribution of the proceeds of any remaining assets of the Trust Fund will be made only upon presentment and surrender of this Class A-R Certificate at the Corporate Trust Office or the office or agency maintained by the Trustee in New York, New York. No transfer of a Class A-R Certificate shall be made unless the Trustee shall have received either (i) a representation letter from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Trustee, to the effect that such transferee is not an employee benefit plan subject to Section 406 of ERISA or Section 4975 of the Code, or a person acting on behalf of any such plan or arrangement or using the assets of any such plan or arrangement to effect such transfer, which representation letter shall not be an expense of the Trustee or the Master Servicer, (ii) if the purchaser is an insurance company, a representation that the purchaser is an insurance company which is purchasing such Certificates with funds contained in an "insurance company general account" (as such term is defined in Section V(e) of Prohibited Transaction Class Exemption 95-60 ("PTCE 95-60")) and that the purchase and holding of such Certificates are covered under PTCE 95-60 or (iii) in the case of any such Class A-R Certificate presented for registration in the name of an employee benefit plan subject to ERISA, or Section 4975 of the Code (or comparable provisions of any subsequent enactments), or a trustee of any such plan or any other person acting on behalf of any such plan or arrangement, or using such plan's or arrangement's assets, an Opinion of Counsel satisfactory to the Trustee and the Master Servicer to the effect that the purchase or holding of such Class A-R Certificate will not result in the assets of the Trust Fund being deemed to be "plan assets" and subject to the prohibited transaction provisions of ERISA and the Code and will not subject the Trustee or the Master Servicer to any obligation in addition to those undertaken in this Agreement, which Opinion of Counsel shall not be an expense of the Trustee or the Master Servicer. Notwithstanding anything else to the contrary herein, any purported transfer of a Class A-R Certificate to or on behalf of an employee benefit plan subject to ERISA or to the Code without the Opinion of Counsel satisfactory to the Trustee as described above shall be void and of no effect. Each Holder of this Class A-R Certificate will be deemed to have agreed to be bound by the restrictions of the Agreement, including but not limited to the restrictions that (i) each person holding or acquiring any Ownership Interest in this Class A-R Certificate must be a Permitted Transferee, (ii) no Ownership Interest in this Class A-R Certificate may be transferred without delivery to the Trustee of (a) a transfer affidavit of the proposed transferee and (b) a transfer certificate of the transferor, each of such documents to be in the form described in the Agreement, (iii) each person holding or acquiring any Ownership Interest in this Class A-R Certificate must agree to require a transfer affidavit and to deliver a transfer certificate to the Trustee as required pursuant to the Agreement, (iv) each person holding or acquiring an Ownership Interest in this Class A-R Certificate must agree not to transfer an Ownership Interest in this Class A-R Certificate if it has actual knowledge that the proposed transferee is not a Permitted Transferee and (v) any attempted or purported transfer of any Ownership Interest in this Class A-R Certificate in violation of such restrictions will be absolutely null and void and will vest no rights in the purported transferee. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned by an authorized signatory of the Trustee.. * * *
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Morgan Stanley Abs Capital I Inc)
Certificate No. CutA-1-off Date 1 CUSIP No: Initial 805559 AD 3 This Certificate Balance of this Certificate ("Denomination") : $ Initial Certificate Balances of all Certificates of this Class : $ CUSIP : Interest Rate : Maturity Date : INDYMAC MBS, INC. Residential Asset Securitization Trust 200_-__ Mortgage Pass-Through Certificates, Series 200_-__ Class A-R evidencing the distributions allocable to the Class A-R Certificates with respect to evidences a beneficial ownership interest in a Trust Fund consisting primarily of a pool of conventional mortgage loans Mortgage Loans (collectively, the "Mortgage Loans") secured formed and sold by first liens on one- to four-family residential propertiesSAXON ASSET SECURITIES COMPANY THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR INTEREST IN SAXON ASSET SECURITIES COMPANY, THE MASTER SERVICER, ANY SERVICER, THE TRUSTEE OR ANY OF THEIR AFFILIATES. Principal in respect of this Certificate is distributable monthly as set forth hereinNEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOANS ARE GUARANTEED BY ANY AGENCY OR INSTRUMENTALITY OF THE UNITED STATES. Accordingly, the Certificate Balance at any time may be less than the Certificate Balance as set forth herein. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Seller, the Master Servicer or the Trustee referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that __________________ The Registered Holder named above is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing calculated as set forth below in the denomination above mentioned Class of this Certificate Certificates issued by the aggregate of the denominations of all Certificates of the Class to which this Certificate belongs) in certain monthly distributions with respect to a Trust Fund consisting primarily of the Mortgage Loans deposited by IndyMac MBS, Inc. (the "DepositorTrust"). The Trust Fund was ) created pursuant to a Pooling and Servicing Agreement trust agreement dated as of the Cut-off Date specified above November 1, 1996 (the "Trust Agreement") ), among Saxon Asset Securities Company (herein called "Saxon," which term includes any successor entity under the Depositor"Trust Agreement"), IndyMac Bank, F.S.B.Texas Commerce Bank National Association, as seller and master servicer (the "Seller" or the "Master Servicer", Paying Agent, Custodian and Certificate Registrar, and Citibank, N.A., as appropriate)Trustee, and Deutsche Bank National Trust Company, as trustee (a summary of certain of the "Trustee")pertinent provisions of which is set forth herein. To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Trust Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, Trust Agreement to which Trust Agreement the Holder of this Certificate Certificate, by virtue of the acceptance hereof hereof, assents and by which such Holder is bound. Any distribution This Certificate is one of a duly authorized issue of Certificates designated as Mortgage Loan Asset Backed Certificates, Series 19962 (herein called the "Certificates") and represents a Percentage Interest in the above mentioned Class of Certificates equal to the quotient, expressed as a percentage, obtained by dividing the Denomination of this Certificate specified above by the Initial Principal Balance specified above of the proceeds above mentioned Class of any remaining assets Certificates. The Certificates are issued in multiple Classes designated as specifically set forth in the Trust Agreement. The Certificates will evidence in the aggregate 100% of the beneficial ownership of the Trust. To the extent and subject to the limitations set forth in the Trust Fund Agreement, the Person in whose name this Certificate is registered at the close of business on the last Business Day of the month immediately preceding the month of such distribution (the "Record Date") is entitled to receive the Distribution Amount with respect to the above mentioned Class of Certificates on the 25th day of each month or, if such 25th day is not a Business Day, the next succeeding Business Day (each a "Distribution Date"), commencing on December 26, 1996. All amounts distributable with respect to this Certificate are payable in the coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts. The Certificates are limited in right of payment to certain collections and recoveries respecting the Mortgage Loans, all as more specifically set forth in the Trust Agreement. As provided in the Trust Agreement, withdrawals from the Asset Proceeds Account and related accounts shall be made from time to time for purposes other than distributions to Holders of the Certificates, such purposes including reimbursement of Advances made, or certain expenses incurred, with respect to the Mortgage Loans and administration of the Trust. So long as this Certificate is registered in the name of a Clearing Agency or its nominee, the Paying Agent will make distributions on this Certificate by wire transfer of immediately available funds to the Clearing Agency or its nominee. Otherwise, all distributions under the Trust Agreement will be made by the Paying Agent either (i) by check mailed to the address of the Holder as it appears on the Certificate Register on the related Record Date or (ii) upon request to the Paying Agent in writing by the Record Date immediately prior to the Distribution Date of any Holder of Certificates of this Class having an aggregate initial principal amount equal to or in excess of $1,000,000, by wire transfer of immediately available funds to the account of such Holder. A fee may be charged by the Paying Agent to a Certificateholder for any payment made by wire transfer. Notwithstanding the above, the final distribution on this Certificate will be made after due notice by the Paying Agent of a pendency of such distribution and only upon presentment presentation and surrender of this Class A-R Certificate at the its principal Corporate Trust Office or such other offices or agencies appointed by the office Paying Agent for that purpose and such other locations provided in the Trust Agreement. The Certificate Insurer is required, subject to the terms of the Certificate Insurance Policy, to make Insured Payments available to the Trustee (directly or agency maintained through a Paying Agent) on or prior to the related Distribution Date for distribution to the Holders. Upon receipt of amounts under the Certificate Insurance Policy on behalf of the Holders of the above mentioned Class of Certificates, the Trustee shall distribute in accordance with the Trust Agreement such amounts (directly or through a Paying Agent) to the Holders of the above mentioned Class of Certificates. The Trustee will duly and punctually make distributions with respect to this Certificate in accordance with the terms hereof and the Trust Agreement. Amounts properly withheld under the Code by any Person from a distribution to any Holder shall be considered as having been distributed to such Holder for all purposes of the Trust Agreement. The Trust Agreement permits, with certain exceptions therein provided, the amendment thereof and the modification of the rights and obligations of Saxon and the Trustee and the rights of the Holders of the Certificates under the Trust Agreement at any time by Saxon, the Master Servicer and the Trustee with consent of the Holders of Certificates entitled to at least 66% of the Voting Rights. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and upon all future Holders of this Certificate and of any Certificate issued upon the transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent is made upon this Certificate. The Trust Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of the Holders of any of the Certificates. Unless there is a Certificate Insurer Default, the Certificate Insurer is entitled to exercise all Voting Rights of the Class A Certificateholders. As provided in the Trust Agreement and subject to any limitations on transfer of this Certificate by a Clearing Agency or its nominee and certain limitations set forth in the Trust Agreement, the transfer of this Certificate is registerable in the Certificate Register upon surrender of this Certificate for registration of transfer at the principal Corporate Trust Office of the Certificate Registrar or such other offices or agencies appointed by the Trustee for that purpose and such other locations provided in New Yorkthe Trust Agreement, New York. No duly endorsed by or accompanied by an assignment in the form below or other written instrument of transfer of a Class A-R Certificate shall be made unless the Trustee shall have received either (i) a representation letter from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the TrusteeCertificate Registrar and duly executed by the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of the same Class in the same aggregate principal balance will be issued to the effect that designated transferee or transferees. Subject to the terms of the Trust Agreement, the Certificates of this Class will be registered as one or more certificates held by a Clearing Agency or its nominee and beneficial interests will be held by Beneficial Owners through the book-entry facilities of such transferee is not an employee benefit plan Clearing Agency or its nominee in minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof. As provided in the Trust Agreement and subject to Section 406 of ERISA or Section 4975 certain limitations therein set forth, this Certificate is exchangeable for a new Certificate of the Code, or a person acting on behalf of same Class in the same denomination. No service charge will be made for any such plan registration of transfer or arrangement exchange, but the Certificate Registrar may require payment of a sum sufficient to cover any tax or using the assets other governmental charge that may be imposed in connection with any transfer or exchange of any such plan or arrangement to effect such transferCertificates. Saxon, which representation letter shall not be an expense of the Trustee or the Master Servicer, the Trustee, the Paying Agent and the Certificate Registrar and any agent of Saxon, the Master Servicer, the Trustee, the Paying Agent or the Certificate Registrar may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of Saxon, the Master Servicer, the Trustee, the Paying Agent, the Certificate Registrar or any such agent shall be affected by notice to the contrary. The Trust Agreement provides that the obligations created thereby will terminate upon the earlier of (i) the payment to the Holders of all Certificates from amounts other than those available under the related Certificate Insurance Policy of all amounts held by the Trustee and required to be paid to such Holders pursuant to the Trust Agreement upon the later to occur of (a) the final payment or other liquidation (or any advance made with respect thereto) of the last Mortgage Loan in the Trust Estate or (b) the disposition of all property acquired in respect of any Mortgage Loan remaining in the Trust Estate or (ii) if the purchaser is an insurance company, at any time when a representation that the purchaser is an insurance company which is purchasing such Certificates with funds contained in an "insurance company general account" (as such term is defined in Section V(e) of Prohibited Transaction Class Exemption 95-60 ("PTCE 95-60")) and that the purchase and holding of such Certificates are covered under PTCE 95-60 or (iii) in the case of any such Class A-R Certificate presented for registration in the name of an employee benefit plan subject to ERISA, or Section 4975 of the Code (or comparable provisions of any subsequent enactments), or a trustee of any such plan or any other person acting on behalf of any such plan or arrangement, or using such plan's or arrangement's assets, an Opinion of Counsel satisfactory to the Trustee and the Master Servicer to the effect that the purchase or holding of such Class A-R Certificate will not result in the assets qualified liquidation of the Trust Fund being deemed to be "plan assets" and subject to the prohibited transaction provisions of ERISA and the Code and will not subject the Trustee or the Master Servicer to any obligation in addition to those undertaken in this Agreement, which Opinion of Counsel shall not be an expense of the Trustee or the Master Servicer. Notwithstanding anything else to the contrary herein, any purported transfer of a Class A-R Certificate to or on behalf of an employee benefit plan subject to ERISA or to the Code without the Opinion of Counsel satisfactory to the Trustee Estate is effected as described above shall be void and of no effect. Each Holder of this Class A-R Certificate will be deemed to have agreed to be bound by the restrictions of in the Agreement, including but not limited to the restrictions . The Trust Agreement also provides that (i) each person holding or acquiring the Holders of a majority of the Class R Certificates may, at their option, purchase from the Trust all remaining Mortgage Loans and other property then constituting the Trust Estate, and thereby effect early retirement of the Certificates, on any Ownership Interest in this Class A-R Certificate must be a Permitted Transferee, Distribution Date after the Initial Optional Redemption Date and (ii) no Ownership Interest in this Class A-R Certificate under certain circumstances relating to the qualification of the REMIC as a REMIC under the Code the Mortgage Loans may be transferred without delivery to sold, thereby effecting the Trustee of (a) a transfer affidavit early retirement of the proposed transferee and (b) a transfer Certificates. Unless the certificate of authentication hereon has been executed by the transferorCertificate Registrar, each of such documents to be in the form described in the Agreementby manual signature, (iii) each person holding or acquiring any Ownership Interest in this Class A-R Certificate must agree to require a transfer affidavit and to deliver a transfer certificate to the Trustee as required pursuant to the Agreement, (iv) each person holding or acquiring an Ownership Interest in this Class A-R Certificate must agree not to transfer an Ownership Interest in this Class A-R Certificate if it has actual knowledge that the proposed transferee is not a Permitted Transferee and (v) any attempted or purported transfer of any Ownership Interest in this Class A-R Certificate in violation of such restrictions will be absolutely null and void and will vest no rights in the purported transferee. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Trust Agreement or be valid for any purpose unless manually countersigned by an authorized signatory purpose. THIS CERTIFICATE AND THE TRUST AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK. The Trustee has executed this Certificate on behalf of the TrusteeTrust not in its individual capacity but solely as Trustee under the Trust Agreement, and the Trustee shall be liable hereunder only in respect of the assets of the Trust. Capitalized terms used and not defined herein have the meaning given them in the Trust Agreement.
Appears in 1 contract
Certificate No. Cut-off Date : Initial Certificate Balance January 1, 2005 First Distribution Date : February 25, 2005 Percentage Interest of this Certificate ("Denomination") : $ Initial Certificate Balances of all Certificates of this Class : $ 1% CUSIP : Interest Rate 36242D TY 9 ISIN: Maturity Date : INDYMAC MBS, INCUS36242DTY93 GS MORTGAGE SECURITIES CORP. Residential Asset Securitization Trust 200_-__ Mortgage PassGSAA HOME EQUITY TRUST 2005-Through 2 Asset-Backed Certificates, Series 200_-__ 2005-2 Class A-R X evidencing a percentage interest in the distributions allocable to the Class ACertificates of the above-R Certificates with respect to a Trust Fund consisting primarily of a pool of conventional mortgage loans (the "Mortgage Loans") secured by first liens on one- to four-family residential propertiesreferenced Class. Principal Distributions in respect of this Certificate is are distributable monthly as set forth herein. Accordingly, the Certificate Balance at any time may be less than the Certificate Balance as set forth herein. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Seller, Servicers the Master Servicer Responsible Party or the Trustee referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that [__________________ ______] is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the denomination of this Certificate by the aggregate of the denominations of all Certificates of the Class to which this Certificate belongs) in certain monthly distributions with respect to a Trust Fund consisting primarily of the Mortgage Loans deposited by IndyMac MBS, Inc. (the "Depositor"). The Trust Fund was created pursuant to a Pooling and Servicing Agreement dated as of the Cut-off Date specified above January 1, 2005 (the "Agreement") among the Depositor, IndyMac Bank, F.S.B.GS Mortgage Securities Corp., as seller and master servicer depositor (the "Seller" or Depositor"), NC Capital Corporation, as responsible party (the "Master ServicerResponsible Party"), Countrywide Home Loans Servicing LP, as appropriateservicer, New Century Mortgage Corporation, as servicer (collectively, the "Servicers"), and Deutsche Bank National Trust Company, as trustee (the "Trustee"). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Any This Certificate will be entitled to distributions only to the extent set forth in the Agreement. In addition, any distribution of the proceeds of any remaining assets of the Trust Fund will be made only upon presentment and surrender of this Class A-R Certificate at the Corporate Trust Office or the office or agency maintained offices designated by the Trustee for such purposes or such other location specified in New York, New Yorkthe notice to Certificateholders. No transfer of a Certificate of this Class A-R shall be made unless such disposition is exempt from the registration requirements of the Securities Act of 1933, as amended (the "1933 Act"), and any applicable state securities laws or is made in accordance with the 1933 Act and such laws. In the event of any such transfer, the Trustee shall require the transferor to execute a transferor certificate (in substantially the form attached to the Pooling and Servicing Agreement) and deliver either (i) a Rule 144A Letter, in either case substantially in the form attached to the Agreement, or (ii) a written Opinion of Counsel to the Trustee that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the 1933 Act or is being made pursuant to the 1933 Act, which Opinion of Counsel shall be an expense of the transferor. No transfer of a Certificate of this Class shall be made unless the Trustee shall have received either (i) a representation letter from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Trustee, to the effect that such transferee is not an employee benefit plan subject to Section 406 of ERISA or Section 4975 of the CodeCode or any materially similar provisions of applicable Federal, state or local law ("Similar Law") or a person acting on behalf of any such or investing plan or arrangement or using the assets of any such plan or arrangement to effect such transferplan, which representation letter shall not be an expense of the Trustee Trustee, or the Master Servicer, (ii) if the purchaser transferee is an insurance company, a representation letter that the purchaser is an insurance company which it is purchasing such Certificates with funds contained in an "insurance company the assets of its general account" (as such term is defined in Section V(e) of Prohibited Transaction Class Exemption 95-60 ("PTCE 95-60")) account and that the purchase and holding of such Certificates are covered under Sections I and III of PTCE 95-60 60, or (iii) in the case of any such Class A-R a Certificate presented for registration in the name of an employee benefit plan subject to ERISA, or a plan or arrangement subject to Section 4975 of the Code (or comparable provisions of any subsequent enactments)) or a plan subject to Similar Law, or a trustee of any such plan or any other person acting on behalf of any such plan or arrangement, arrangement or using such plan's or arrangement's assets, an Opinion of Counsel satisfactory to the Trustee and the Master Servicer to the effect that the purchase or holding of such Class A-R Certificate will not result in the assets of the Trust Fund being deemed to be "plan assets" and subject to the prohibited transaction provisions of ERISA and the Code and will not subject the Trustee or the Master Servicer to any obligation in addition to those undertaken in this AgreementTrustee, which Opinion of Counsel shall not be an expense of the Trustee, the Servicers or the Trust Fund, addressed to the Trustee, to the effect that the purchase or holding of such Certificate will not constitute or result in a non-exempt prohibited transaction within the meaning of ERISA, Section 4975 of the Code or any Similar Law and will not subject the Trustee or the Master Servicer. Notwithstanding anything else Servicers to the contrary herein, any purported transfer of a Class A-R Certificate obligation in addition to or on behalf of an employee benefit plan subject to ERISA those expressly undertaken in this Agreement or to the Code without the Opinion of Counsel satisfactory to the Trustee as described above shall be void and of no effect. Each Holder of this Class A-R Certificate will be deemed to have agreed to be bound by the restrictions of the Agreement, including but not limited to the restrictions that (i) each person holding or acquiring any Ownership Interest in this Class A-R Certificate must be a Permitted Transferee, (ii) no Ownership Interest in this Class A-R Certificate may be transferred without delivery to the Trustee of (a) a transfer affidavit of the proposed transferee and (b) a transfer certificate of the transferor, each of such documents to be in the form described in the Agreement, (iii) each person holding or acquiring any Ownership Interest in this Class A-R Certificate must agree to require a transfer affidavit and to deliver a transfer certificate to the Trustee as required pursuant to the Agreement, (iv) each person holding or acquiring an Ownership Interest in this Class A-R Certificate must agree not to transfer an Ownership Interest in this Class A-R Certificate if it has actual knowledge that the proposed transferee is not a Permitted Transferee and (v) any attempted or purported transfer of any Ownership Interest in this Class A-R Certificate in violation of such restrictions will be absolutely null and void and will vest no rights in the purported transfereeliability. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned authenticated by an authorized signatory of the Trustee.. * * *
Appears in 1 contract
Sources: Pooling and Servicing Agreement (GSAA Home Equity Trust 2005-2)
Certificate No. Cut-off Date : Initial Certificate Balance of this Certificate ("Denomination") : $ Initial Certificate Balances of all Certificates of this Class : $ CUSIP : Interest Rate : Maturity Date : INDYMAC MBSCWABS, INC. Residential Asset Securitization Trust 200_-__ Mortgage Pass-Through Certificates, Series 200_-199_-__ Class A-R evidencing the distributions allocable to the Class A-R Certificates with respect to a Trust Fund consisting primarily of a pool of conventional mortgage loans (the "Mortgage Loans") secured by first liens on one- to four-family residential properties. properties CWABS, Inc., as Depositor Principal in respect of this Certificate is distributable monthly as set forth herein. Accordingly, the Certificate Balance at any time may be less than the Certificate Balance as set forth herein. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Seller, the Master Servicer or the Trustee referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that __________________ is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the denomination Denomination of this Certificate by the aggregate of the denominations Initial Certificate Balances of all Certificates of the Class to which this Certificate belongs) in certain monthly distributions with respect to a Trust Fund consisting primarily of the Mortgage Loans deposited by IndyMac MBSCWABS, Inc. (the "Depositor"). The Trust Fund was created pursuant to a Pooling and Servicing Agreement dated as of the Cut-off Date specified above (the "Agreement") among the Depositor, IndyMac BankCountrywide Home Loans, F.S.B.Inc., as seller (in such capacity, the "Seller") and as master servicer (the "Seller" or in such capacity, the "Master Servicer", as appropriate), and Deutsche The Bank National Trust Companyof New York, as trustee (the "Trustee"). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Any distribution of the proceeds of any remaining assets of the Trust Fund will be made only upon presentment and surrender of this Class A-R Certificate at the Corporate Trust Office or the office or agency maintained by the Trustee in New York, New York. No transfer of a Class A-R Certificate shall be made unless the Trustee shall have received either (i) a representation letter from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Trustee, to the effect that such transferee is not an employee benefit plan subject to Section 406 of ERISA or Section 4975 of the Code, or nor a person acting on behalf of any such plan or arrangement or using the assets of any such plan or arrangement to effect such transferplan, which representation letter shall not be an expense of the Trustee or the Master Servicer, or (ii) if the purchaser is an insurance company, a representation that the purchaser is an insurance company which is purchasing such Certificates with funds contained in an "insurance company general account" (as such term is defined in Section V(e) of Prohibited Transaction Class Exemption 95-60 ("PTCE 95-60")) and that the purchase and holding of such Certificates are covered under PTCE 95-60 or (iii) in the case of any such Class A-R Certificate presented for registration in the name of an employee benefit plan subject to ERISA, or Section 4975 of the Code (or comparable provisions of any subsequent enactments), or a trustee of any such plan or any other person acting on behalf of any such plan or arrangement, or using such plan's or arrangement's assets, an Opinion of Counsel satisfactory to the Trustee and the Master Servicer to the effect that the purchase or holding of such Class A-R Certificate will not result in the assets of the Trust Fund being deemed to be "plan assets" and subject to the prohibited transaction provisions of ERISA and the Code and will not subject the Trustee or the Master Servicer to any obligation in addition to those undertaken in this Agreement, which Opinion of Counsel shall not be an expense of the Trustee or the Master Servicer. Notwithstanding anything else to the contrary herein, any purported transfer of a Class A-R Certificate to or on behalf of an employee benefit plan subject to ERISA or to the Code without the Opinion opinion of Counsel counsel satisfactory to the Trustee as described above shall be void and of no effect. Each Holder of this Class A-R Certificate will be deemed to have agreed to be bound by the restrictions of the Agreement, including but not limited to the restrictions that (i) each person holding or acquiring any Ownership Interest in this Class A-R Certificate must be a Permitted Transferee, (ii) no Ownership Interest in this Class A-R Certificate may be transferred without delivery to the Trustee of (a) a transfer affidavit of the proposed transferee and (b) a transfer certificate of the transferor, each of such documents to be in the form described in the Agreement, (iii) each person holding or acquiring any Ownership Interest in this Class A-R Certificate must agree to require a transfer affidavit and to deliver a transfer certificate to the Trustee as required pursuant to the Agreement, (iv) each person holding or acquiring an Ownership Interest in this Class A-R Certificate must agree not to transfer an Ownership Interest in this Class A-R Certificate if it has actual knowledge that the proposed transferee is not a Permitted Transferee and (v) any attempted or purported transfer of any Ownership Interest in this Class A-R Certificate in violation of such restrictions will be absolutely null and void and will vest no rights in the purported transferee. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned by an authorized signatory of the Trustee.. * * *
Appears in 1 contract
Certificate No. R-1 Cut-off Date : Initial Certificate Balance December 1, 2004 First Distribution Date : January 25, 2005 Percentage Interest of : this Certificate ("Denomination") : $ Initial Certificate Balances of all Certificates of this Class : $ CUSIP : Interest Rate : Maturity Date : INDYMAC MBS, 100% MORGAN STANLEY ABS CAPITAL I INC. Residential Asset Securitization Trust 200_-__ Morgan Stanley ABS Cap▇▇▇▇ ▇ ▇▇▇. ▇▇ust 2004-WMC3 Mortgage Pass-Through ▇▇▇▇-T▇▇▇▇▇▇ Certificates, Series 200_-__ 2004-WMC3 Class A-R evidencing a percentage interest in the distributions allocable to the Class ACertificates of the above-R Certificates with respect to a Trust Fund consisting primarily of a pool of conventional mortgage loans (the "Mortgage Loans") secured by first liens on one- to four-family residential propertiesreferenced Class. Principal Distributions in respect of this Certificate is distributable monthly as set forth herein. Accordingly, the This Class R Certificate has no Certificate Balance at any time may be less than the Certificate Balance as set forth hereinand is not entitled to distributions in respect of principal or interest. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the SellerServicer, the Master Servicer Responsible Party or the Trustee referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that __________________ Morgan Stanley & Co. Incorporated is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the denomination Percen▇▇▇▇ ▇n▇▇▇▇▇▇ specified above of this Certificate by the aggregate of the denominations of all Certificates of any monthly distributions due to the Class to which this Certificate belongs) in certain monthly distributions with respect to a Trust Fund consisting primarily of the Mortgage Loans deposited by IndyMac MBS, Inc. (the "Depositor"). The Trust Fund was created R Certificates pursuant to a Pooling and Servicing Agreement dated as of the Cut-off Date specified above (the "Agreement") among the Depositor, IndyMac Bank, F.S.B.Morgan Stanley ABS Capital I Inc., as seller and master depositor (the "Depositor"), Coun▇▇▇▇▇▇e ▇▇▇▇ ▇oans Servicing LP, as servicer (the "Seller" or Servicer"), WMC Mortgage Corp., as responsible party (the "Master ServicerResponsible Party", as appropriate), and Deutsche Bank National Trust Company, as trustee (the "Trustee"). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Any distribution of the proceeds of any remaining assets of the Trust Fund will be made only upon presentment and surrender of this Class A-R Certificate at the Corporate Trust Office or the office or agency maintained offices designated by the Trustee for such purposes or such other location specified in New York, New Yorkthe notice to Certificateholders. No transfer of a Class A-R Certificate shall be made unless the Trustee shall have received either (i) a representation letter from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Trustee, to the effect that such transferee is not an employee benefit plan or arrangement subject to Section 406 of ERISA ERISA, a plan or arrangement subject to Section 4975 of the CodeCode or a plan subject to Similar Law, or a person acting on behalf of any such plan or arrangement or nor using the assets of any such plan or arrangement to effect such transfer, which representation letter shall not be an expense of the Trustee Trustee, the Servicer or the Master ServicerTrust Fund. In the event that such representation is violated, (ii) if the purchaser or any attempt is an insurance company, made to transfer to a representation that the purchaser is an insurance company which is purchasing such Certificates with funds contained in an "insurance company general account" (as such term is defined in plan or arrangement subject to Section V(e) 406 of Prohibited Transaction Class Exemption 95-60 ("PTCE 95-60")) and that the purchase and holding of such Certificates are covered under PTCE 95-60 ERISA or (iii) in the case of any such Class A-R Certificate presented for registration in the name of an employee benefit a plan subject to ERISA, or Section 4975 of the Code (or comparable provisions of any subsequent enactments)a plan subject to Similar Law, or a trustee of any such plan or any other person acting on behalf of any such plan or arrangement, arrangement or using such plan's or arrangement's assets, an Opinion of Counsel satisfactory to the Trustee and the Master Servicer to the effect that the purchase or holding of such Class A-R Certificate will not result in the assets of the Trust Fund being deemed to be "any such plan assets" and subject to the prohibited transaction provisions of ERISA and the Code and will not subject the Trustee or the Master Servicer to any obligation in addition to those undertaken in this Agreementarrangement, which Opinion of Counsel shall not be an expense of the Trustee such attempted transfer or the Master Servicer. Notwithstanding anything else to the contrary herein, any purported transfer of a Class A-R Certificate to or on behalf of an employee benefit plan subject to ERISA or to the Code without the Opinion of Counsel satisfactory to the Trustee as described above acquisition shall be void and of no effect. Each Holder of this Class A-R Certificate will shall be deemed by the acceptance or acquisition an Ownership Interest in this Class R Certificate to have agreed to be bound by the restrictions following provisions, and the rights of the Agreement, including but not limited each Person acquiring any Ownership Interest in this Class R Certificate are expressly subject to the restrictions that following provisions: (i) each person Person holding or acquiring any Ownership Interest in this Class A-R Certificate must shall be a Permitted Transferee and shall promptly notify the Trustee of any change or impending change in its status as a Permitted Transferee, (ii) no Ownership Interest in this Class A-R Certificate may be transferred without delivery registered on the Closing Date or thereafter transferred, and the Trustee shall not register the Transfer of this Certificate unless, in addition to the certificates required to be delivered to the Trustee under Section 5.02(b) of (a) the Agreement, the Trustee shall have been furnished with a transfer affidavit Transfer Affidavit of the initial owner or the proposed transferee and (b) a transfer certificate of the transferor, each of such documents to be in the form described in attached as Exhibit G to the Agreement, (iii) each person Person holding or acquiring any Ownership Interest in this Class A-R Certificate must shall agree (A) to require obtain a transfer affidavit and Transfer Affidavit from any other Person to deliver whom such Person attempts to Transfer its Ownership Interest this Class R Certificate, (B) to obtain a transfer certificate Transfer Affidavit from any Person for whom such Person is acting as nominee, trustee or agent in connection with any Transfer of this Class R Certificate, (C) not to cause income with respect to the Trustee as required pursuant Class R Certificate to be attributable to a foreign permanent establishment or fixed base, within the Agreementmeaning of an applicable income tax treaty, of such Person or any other U.S. Person and (ivD) each person holding or acquiring an not to Transfer the Ownership Interest in this Class A-R Certificate must agree not or to transfer an cause the Transfer of the Ownership Interest in this Class A-R Certificate to any other Person if it has actual knowledge that the proposed transferee such Person is not a Non-Permitted Transferee and (viv) any attempted or purported transfer Transfer of any the Ownership Interest in this Class A-R Certificate in violation of such restrictions will the provisions herein shall be absolutely null and void and will shall vest no rights in the purported transfereeTransferee. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned authenticated by an authorized signatory of the Trustee.. * * *
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Morgan Stanley ABS Capital I Inc. Trust 2004-Wmc3)
Certificate No. 1 Cut-off Date : Initial Certificate Balance March 1, 2004 First Distribution Date : April 26, 2004 Percentage Interest of this Certificate ("Denomination") : $ Initial Certificate Balances of all Certificates of this Class : $ 100% CUSIP : Interest Rate 362260 AK 7 ISIN : Maturity Date : INDYMAC MBS, INCUS362260AK70 GS MORTGAGE SECURITIES CORP. Residential Asset Securitization GSAMP Trust 200_-__ 2004-FM2 Mortgage Pass-Through Certificates, Series 200_-__ 2004-FM2 Class A-R evidencing a percentage interest in the distributions allocable to the Class ACertificates of the above-R Certificates with respect to a Trust Fund consisting primarily of a pool of conventional mortgage loans (the "Mortgage Loans") secured by first liens on one- to four-family residential propertiesreferenced Class. Principal Distributions in respect of this Certificate is distributable monthly as set forth herein. Accordingly, the This Class R Certificate has no Certificate Balance at any time may be less than the Certificate Balance as set forth hereinand is not entitled to distributions in respect of principal or interest. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Seller, the Master Servicer or the Trustee referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that [__________________ ____] is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the denomination specified above of this Certificate by the aggregate of the denominations of all Certificates of any monthly distributions due to the Class to which this Certificate belongs) in certain monthly distributions with respect to a Trust Fund consisting primarily of the Mortgage Loans deposited by IndyMac MBS, Inc. (the "Depositor"). The Trust Fund was created R Certificates pursuant to a Pooling and Servicing Agreement dated as of the Cut-off Date specified above March 1, 2004 (the "Agreement") among the Depositor, IndyMac Bank, F.S.B.GS Mortgage Securities Corp., as seller and master depositor (the "Depositor"), HomEq Servicing Corporation, as servicer (the "Seller" or the "Master Servicer", as appropriate), and Deutsche Bank Wells Fargo Bank, National Trust CompanyAssociation, as trustee (the "Trustee"). To the extent ▇▇▇ ▇xtent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Any distribution of the proceeds of any remaining assets of the Trust Fund will be made only upon presentment and surrender of this Class A-R Certificate at the Corporate Trust Office offices designated by the Trustee for such purposes or the office or agency maintained by the Trustee in New York, New YorkTrustee. No transfer of a Class A-R Certificate shall be made unless the Trustee shall have received either (i) a representation letter from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Trustee, to the effect that such transferee is not an employee benefit plan or arrangement subject to Section 406 of ERISA ERISA, a plan or arrangement subject to Section 4975 of the CodeCode or a plan subject to Similar Law, or a person acting on behalf of any such plan or arrangement or nor using the assets of any such plan or arrangement to effect such transfer, which representation letter shall not be an expense of the Trustee Trustee, the Servicer or the Master ServicerTrust Fund. In the event that such representation is violated, (ii) if the purchaser or any attempt is an insurance company, made to transfer to a representation that the purchaser is an insurance company which is purchasing such Certificates with funds contained in an "insurance company general account" (as such term is defined in plan or arrangement subject to Section V(e) 406 of Prohibited Transaction Class Exemption 95-60 ("PTCE 95-60")) and that the purchase and holding of such Certificates are covered under PTCE 95-60 ERISA or (iii) in the case of any such Class A-R Certificate presented for registration in the name of an employee benefit a plan subject to ERISA, or Section 4975 of the Code (or comparable provisions of any subsequent enactments)a plan subject to Similar Law, or a trustee of any such plan or any other person acting on behalf of any such plan or arrangement, arrangement or using such plan's or arrangement's assets, an Opinion of Counsel satisfactory to the Trustee and the Master Servicer to the effect that the purchase or holding of such Class A-R Certificate will not result in the assets of the Trust Fund being deemed to be "any such plan assets" and subject to the prohibited transaction provisions of ERISA and the Code and will not subject the Trustee or the Master Servicer to any obligation in addition to those undertaken in this Agreementarrangement, which Opinion of Counsel shall not be an expense of the Trustee such attempted transfer or the Master Servicer. Notwithstanding anything else to the contrary herein, any purported transfer of a Class A-R Certificate to or on behalf of an employee benefit plan subject to ERISA or to the Code without the Opinion of Counsel satisfactory to the Trustee as described above acquisition shall be void and of no effect. Each Holder of this Class A-R Certificate will shall be deemed by the acceptance or acquisition an Ownership Interest in this Class R Certificate to have agreed to be bound by the restrictions following provisions, and the rights of the Agreement, including but not limited each Person acquiring any Ownership Interest in this Class R Certificate are expressly subject to the restrictions that following provisions: (i) each person Person holding or acquiring any Ownership Interest in this Class A-R Certificate must shall be a Permitted Transferee and shall promptly notify the Trustee of any change or impending change in its status as a Permitted Transferee, (ii) no Ownership Interest in this Class A-R Certificate may be transferred without delivery registered on the Closing Date or thereafter transferred, and the Trustee shall not register the Transfer of this Certificate unless, in addition to the certificates required to be delivered to the Trustee under Section 5.02(b) of (a) the Agreement, the Trustee shall have been furnished with a transfer affidavit Transfer Affidavit of the initial owner or the proposed transferee and (b) a transfer certificate of the transferor, each of such documents to be in the form described in attached as Exhibit G to the Agreement, (iii) each person Person holding or acquiring any Ownership Interest in this Class A-R Certificate must shall agree (A) to require obtain a transfer affidavit and Transfer Affidavit from any other Person to deliver whom such Person attempts to Transfer its Ownership Interest this Class R Certificate, (B) to obtain a transfer certificate Transfer Affidavit from any Person for whom such Person is acting as nominee, trustee or agent in connection with any Transfer of this Class R Certificate, (C) not to cause income with respect to the Trustee as required pursuant Class R Certificate to be attributable to a foreign permanent establishment or fixed base, within the Agreementmeaning of an applicable income tax treaty, of such Person or any other U.S. Person and (ivD) each person holding or acquiring an not to Transfer the Ownership Interest in this Class A-R Certificate must agree not or to transfer an cause the Transfer of the Ownership Interest in this Class A-R Certificate to any other Person if it has actual knowledge that the proposed transferee such Person is not a Permitted Transferee and (viv) any attempted or purported transfer Transfer of any the Ownership Interest in this Class A-R Certificate in violation of such restrictions will the provisions herein shall be absolutely null and void and will shall vest no rights in the purported transfereeTransferee. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned by an authorized signatory of the Trustee.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Gs Mortgage Sec Corp Mortga Mort Passthr Certs Ser 2004-Fm2)
Certificate No. 1 Cut-off Date : August 1, 2004 First Distribution Date : September 27, 2004 Initial Certificate Principal Balance of this Certificate ("Denomination") : $ Initial 8,817,000.00 Original Class Certificate Balances of all Certificates Principal Balance of this Class : $ 8,817,000.00 Percentage Interest : 100.00% Pass-Through Rate : Variable CUSIP : Interest Rate 317350 BM 7 Class : M-9 Assumed Maturity Date : INDYMAC MBS, INC. Residential Asset Securitization August 2034 Finance America Mortgage Loan Trust 200_-__ Mortgage Pass2004-Through 2 Asset-Backed Certificates, Series 200_-__ 2004-2 Class A-R M-9 evidencing the Percentage Interest in the distributions allocable to the Certificates of the above- referenced Class A-R Certificates with respect to a the Trust Fund consisting primarily of a pool of conventional first lien adjustable rate and fixed rate mortgage loans (the "Mortgage Loans") secured by first liens on one- to four-family residential properties. FINANCIAL ASSET SECURITIES CORP., as Depositor Principal in respect of this Certificate is distributable monthly as set forth herein. Accordingly, the Certificate Principal Balance of this Class M-9 Certificate at any time may be less than the Initial Certificate Principal Balance as set forth on the face hereof, as described herein. This Class M-9 Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the SellerServicer, the Master Servicer or the Trustee referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that __________________ Cede & Co. is the registered owner of the Percentage Interest evidenced by this Class M-9 Certificate (obtained by dividing the denomination Denomination of this Class M-9 Certificate by the aggregate of the denominations of all Certificates of the Original Class to which this Certificate belongsPrincipal Balance) in certain monthly distributions with respect to a Trust Fund consisting primarily of the Mortgage Loans deposited by IndyMac MBS, Inc. Financial Asset Securities Corp. (the "Depositor"). The Trust Fund was created pursuant to a Pooling and Servicing Agreement dated as of the Cut-off Date specified above August 1, 2004 (the "Agreement") among the Depositor, IndyMac Bank, F.S.B.HomEq Servicing Corporation, as seller and master servicer (the "Seller" or the "Master Servicer", as appropriate), and Deutsche Bank National Trust Company, a national banking association, as trustee (the "Trustee"). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Class M-9 Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Class M-9 Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Any distribution of the proceeds of any remaining assets of the Trust Fund will be made only upon presentment and surrender of this Class A-R Certificate at the Corporate Trust Office or the office or agency maintained by the Trustee in New York, New York. No transfer of this Certificate to a Class A-R Certificate shall be made unless the Trustee shall have received either (i) a representation letter from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Trustee, to the effect that such transferee is not an employee benefit plan Plan subject to Section 406 of ERISA or Section 4975 of the Code, any Person acting, directly or a person acting indirectly, on behalf of any such plan or arrangement or using the assets of any such plan or arrangement to effect such transfer, which representation letter shall not be an expense of the Trustee or the Master Servicer, (ii) if the purchaser is an insurance company, a representation that the purchaser is an insurance company which is purchasing such Certificates with funds contained in an "insurance company general account" (as such term is defined in Section V(e) of Prohibited Transaction Class Exemption 95-60 ("PTCE 95-60")) and that the purchase and holding of such Certificates are covered under PTCE 95-60 or (iii) in the case of any such Class A-R Certificate presented for registration in the name of an employee benefit plan subject to ERISA, or Section 4975 of the Code (or comparable provisions of any subsequent enactments), or a trustee of any such plan Plan or any other person acting on behalf of any such plan or arrangement, or using such plan's or arrangement's assets, an Opinion of Counsel satisfactory Plan Assets to the Trustee and the Master Servicer to the effect that the purchase or holding of such Class A-R acquire this Certificate will not result in the assets of the Trust Fund being deemed to be "plan assets" and subject to the prohibited transaction provisions of ERISA and the Code and will not subject the Trustee or the Master Servicer to any obligation in addition to those undertaken in this Agreement, which Opinion of Counsel shall not be an expense of the Trustee or the Master Servicer. Notwithstanding anything else to the contrary herein, any purported transfer of a Class A-R Certificate to or on behalf of an employee benefit plan subject to ERISA or to the Code without the Opinion of Counsel satisfactory to the Trustee as described above shall be void and of no effect. Each Holder of this Class A-R Certificate will be deemed to have agreed to be bound by the restrictions made except in accordance with Section 5.02(d) of the Agreement, including but not limited to the restrictions that (i) each person holding or acquiring any Ownership Interest in this Class A-R Certificate must be a Permitted Transferee, (ii) no Ownership Interest in this Class A-R Certificate may be transferred without delivery to the Trustee of (a) a transfer affidavit of the proposed transferee and (b) a transfer certificate of the transferor, each of such documents to be in the form described in the Agreement, (iii) each person holding or acquiring any Ownership Interest in this Class A-R Certificate must agree to require a transfer affidavit and to deliver a transfer certificate to the Trustee as required pursuant to the Agreement, (iv) each person holding or acquiring an Ownership Interest in this Class A-R Certificate must agree not to transfer an Ownership Interest in this Class A-R Certificate if it has actual knowledge that the proposed transferee is not a Permitted Transferee and (v) any attempted or purported transfer of any Ownership Interest in this Class A-R Certificate in violation of such restrictions will be absolutely null and void and will vest no rights in the purported transferee. Reference is hereby made to the further provisions of this Class M-9 Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Class M-9 Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned by an authorized signatory of the Trustee.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Finance America Mortgage Loan Trust 2004-2)
Certificate No. Cut-off Date : Initial Certificate Balance December 1, 2005 First Distribution Date : January 27, 2006 Percentage Interest of this Certificate ("Denomination") : $ Initial Certificate Balances of all Certificates of this Class : $ 100% CUSIP : Interest Rate 362341 M8 9 ISIN : Maturity Date : INDYMAC MBS, INCS362341M978 GS MORTGAGE SECURITIES CORP. Residential Asset Securitization GSAMP Trust 200_-__ 2005-WMC3 Mortgage Pass-Through Certificates, Series 200_-__ 2005-WMC3 Class A-R R-2 evidencing a percentage interest in the distributions allocable to the Class ACertificates of the above-R Certificates with respect to a Trust Fund consisting primarily of a pool of conventional mortgage loans (the "Mortgage Loans") secured by first liens on one- to four-family residential propertiesreferenced Class. Principal Distributions in respect of this Certificate is distributable monthly as set forth herein. Accordingly, the This Class R-2 Certificate has no Certificate Balance at any time may be less than the Certificate Balance as set forth hereinand is not entitled to distributions in respect of principal or interest. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the SellerServicer, the Master Servicer Purchaser, WMC or the Trustee referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that [__________________ ] is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the denomination of this Certificate by the aggregate of the denominations of all Certificates of the Class to which this Certificate belongs) in certain monthly distributions with respect to a Trust Fund consisting primarily of the Mortgage Loans deposited by IndyMac MBS, Inc. (the "Depositor"). The Trust Fund was created pursuant to a Pooling and Servicing Agreement Agreement, dated as of the Cut-off Date specified above (the "Agreement") ), among the Depositor, IndyMac Bank, F.S.B.GS Mortgage Securities Corp., as seller and master depositor (the "Depositor"), Litton Loan Servicing LP, as servicer (the "Seller" or the "Master Servicer", as appropriate), and Deutsche Bank Deutsc▇▇ ▇▇▇k National Trust Company, as trustee (the "Trustee"). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Any distribution of the proceeds of any remaining assets of the Trust Fund will be made only upon presentment and surrender of this Class A-R R-2 Certificate at the Corporate Trust Office or the office or agency maintained offices designated by the Trustee for such purposes or such other location specified in New York, New Yorkthe notice to Certificateholders. No transfer of a Class A-R R-2 Certificate shall be made unless the Trustee shall have received either (i) a representation letter from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Trustee, to the effect that such transferee is not an employee benefit plan or arrangement subject to Section 406 of ERISA ERISA, a plan or arrangement subject to Section 4975 of the CodeCode or a plan subject to Similar Law, or a person acting on behalf of any such plan or arrangement or nor using the assets of any such plan or arrangement to effect such transfer, which representation letter shall not be an expense of the Trustee Trustee, the Servicer or the Master ServicerTrust Fund. In the event that such representation is violated, (ii) if the purchaser or any attempt is an insurance company, made to transfer to a representation that the purchaser is an insurance company which is purchasing such Certificates with funds contained in an "insurance company general account" (as such term is defined in plan or arrangement subject to Section V(e) 406 of Prohibited Transaction Class Exemption 95-60 ("PTCE 95-60")) and that the purchase and holding of such Certificates are covered under PTCE 95-60 ERISA or (iii) in the case of any such Class A-R Certificate presented for registration in the name of an employee benefit a plan subject to ERISA, or Section 4975 of the Code (or comparable provisions of any subsequent enactments)a plan subject to Similar Law, or a trustee of any such plan or any other person acting on behalf of any such plan or arrangement, arrangement or using such plan's or arrangement's assets, an Opinion of Counsel satisfactory to the Trustee and the Master Servicer to the effect that the purchase or holding of such Class A-R Certificate will not result in the assets of the Trust Fund being deemed to be "any such plan assets" and subject to the prohibited transaction provisions of ERISA and the Code and will not subject the Trustee or the Master Servicer to any obligation in addition to those undertaken in this Agreementarrangement, which Opinion of Counsel shall not be an expense of the Trustee such attempted transfer or the Master Servicer. Notwithstanding anything else to the contrary herein, any purported transfer of a Class A-R Certificate to or on behalf of an employee benefit plan subject to ERISA or to the Code without the Opinion of Counsel satisfactory to the Trustee as described above acquisition shall be void and of no effect. Each Holder of this Class A-R R-2 Certificate will shall be deemed by the acceptance or acquisition an Ownership Interest in this Class R-2 Certificate to have agreed to be bound by the restrictions following provisions, and the rights of the Agreement, including but not limited each Person acquiring any Ownership Interest in this Class R-2 Certificate are expressly subject to the restrictions that following provisions: (i) each person Person holding or acquiring any Ownership Interest in this Class A-R R-2 Certificate must shall be a Permitted Transferee and shall promptly notify the Trustee of any change or impending change in its status as a Permitted Transferee, (ii) no Ownership Interest in this Class A-R R-2 Certificate may be transferred without delivery registered on the Closing Date or thereafter transferred, and the Trustee shall not register the Transfer of this Certificate unless, in addition to the certificates required to be delivered to the Trustee under Section 5.02(b) of (a) the Agreement, the Trustee shall have been furnished with a transfer affidavit Transfer Affidavit of the initial owner or the proposed transferee and (b) a transfer certificate of the transferor, each of such documents to be in the form described in attached as Exhibit G to the Agreement, (iii) each person Person holding or acquiring any Ownership Interest in this Class R-2 Certificate shall agree (A-R Certificate must agree ) to require obtain a transfer affidavit and Transfer Affidavit from any other Person to deliver whom such Person attempts to Transfer its Ownership Interest this Class R-2 Certificate, (B) to obtain a transfer certificate Transfer Affidavit from any Person for whom such Person is acting as nominee, trustee or agent in connection with any Transfer of this Class R-2 Certificate, (C) not to cause income with respect to the Trustee as required pursuant Class R-2 Certificate to be attributable to a foreign permanent establishment or fixed base, within the Agreementmeaning of an applicable income tax treaty, of such Person or any other U.S. Person and (ivD) each person holding or acquiring an not to Transfer the Ownership Interest in this Class A-R R-2 Certificate must agree not or to transfer an cause the Transfer of the Ownership Interest in this Class A-R R-2 Certificate to any other Person if it has actual knowledge that the proposed transferee such Person is not a Permitted Transferee and (viv) any attempted or purported transfer Transfer of any the Ownership Interest in this Class A-R R-2 Certificate in violation of such restrictions will the provisions herein shall be absolutely null and void and will shall vest no rights in the purported transfereeTransferee. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned authenticated by an authorized signatory of the Trustee.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (GSAMP Trust 2005-Wmc3)
Certificate No. P-1 Cut-off Date : Initial Certificate Balance May 1, 2004 First Distribution Date : June 25, 2004 Percentage Interest of this Certificate ("Denomination") : $ Initial Certificate Balances of all Certificates of this Class : $ CUSIP : Interest Rate : Maturity Date : INDYMAC MBS, 100% MORGAN STANLEY ABS CAPITAL I INC. Residential Asset Securitization Trust 200_-__ Mortgage PassMorgan Stanley ABS Ca▇▇▇▇▇ I ▇▇▇. ▇rust 2004-Through HE3 Mortgag▇ ▇▇▇▇-▇▇▇▇▇▇▇ Certificates, Series 200_-__ 2004-HE3 Class A-R P evidencing a percentage interest in the distributions allocable to the Class ACertificates of the above-R Certificates with respect to a Trust Fund consisting primarily of a pool of conventional mortgage loans (the "Mortgage Loans") secured by first liens on one- to four-family residential propertiesreferenced Class. Principal Distributions in respect of this Certificate is are distributable monthly as set forth herein. Accordingly, the Certificate Balance at any time may be less than the Certificate Balance as set forth herein. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Seller, the Master Servicer Servicers or the Trustee referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that __________________ Deutsche Bank National Trust Company, as NIM Trustee, is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the denomination of this Certificate by the aggregate of the denominations of all Certificates of the Class to which this Certificate belongs) in certain monthly distributions with respect to a Trust Fund consisting primarily of the Mortgage Loans deposited by IndyMac MBS, Inc. (the "Depositor"). The Trust Fund was created pursuant to a Pooling and Servicing Agreement dated as of the Cut-off Date specified above (the "Agreement") among the Depositor, IndyMac Bank, F.S.B.Morgan Stanley ABS Capital I Inc., as seller and master servicer depositor (the "Seller" or the Depositor"Master Servicer"), Chas▇, ▇▇▇E▇ ▇▇▇▇▇cing Corporation, as appropriateservicer ("HomEq"), Aames Capital Corporation, as a responsible party ("Aames"), Manhattan Mortgage Corporation, as servicer ("Chase"), Accredited Home Lenders, Inc., as a responsible party ("Accredited"), NC Capital Corporation, as a responsible party ("NC Capital") and Deutsche Bank National Trust Company, as trustee (the "Trustee"). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Any This Certificate does not have a Pass-Through Rate and will be entitled to distributions only to the extent set forth in the Agreement. In addition, any distribution of the proceeds of any remaining assets of the Trust Fund will be made only upon presentment and surrender of this Class A-R Certificate at the Corporate Trust Office or the office or agency maintained offices designated by the Trustee for such purposes, or such other location specified in New York, New Yorkthe notice to Certificateholders. No transfer of a Certificate of this Class A-R shall be made unless such disposition is exempt from the registration requirements of the Securities Act of 1933, as amended (the "1933 Act"), and any applicable state securities laws or is made in accordance with the 1933 Act and such laws. In the event of any such transfer, the Trustee shall require the transferor to execute a transferor certificate (in substantially the form attached to the Pooling and Servicing Agreement) and deliver either (i) a Rule 144A Letter, in either case substantially in the form attached to the Agreement, or (ii) a written Opinion of Counsel to the Trustee that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the 1933 Act or is being made pursuant to the 1933 Act, which Opinion of Counsel shall be an expense of the transferor. No transfer of a Certificate of this Class shall be made unless the Trustee shall have received either (i) a representation letter from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Trustee, to the effect that such transferee is not an employee benefit plan subject to Section 406 of ERISA or ERISA, Section 4975 of the CodeCode or any materially similar provisions of applicable federal, state or local law ("Similar Law"), or a person acting on behalf of any such or investing plan or arrangement or using the assets of any such plan or arrangement to effect such transferplan, which representation letter shall not be an expense of the Trustee or the Master Servicer, (ii) if the purchaser is an insurance company, a representation that the purchaser is an insurance company which is purchasing such Certificates with funds contained in an "insurance company general account" (as such term is defined in Section V(e) of Prohibited Transaction Class Exemption 95-60 ("PTCE 95-60")) and that the purchase and holding of such Certificates are covered under PTCE 95-60 or (iii) in the case of any such Class A-R Certificate presented for registration in the name of an employee benefit plan subject to ERISA, or Section 4975 of the Code (or comparable provisions of any subsequent enactments), or a trustee of any such plan or any other person acting on behalf of any such plan or arrangement, or using such plan's or arrangement's assets, an Opinion of Counsel satisfactory to the Trustee and the Master Servicer to the effect that the purchase or holding of such Class A-R Certificate will not result in the assets of the Trust Fund being deemed to be "plan assets" and subject to the prohibited transaction provisions of ERISA and the Code and will not subject the Trustee or the Master Servicer to any obligation in addition to those undertaken in this Agreement, which Opinion of Counsel shall not be an expense of the Trustee or the Master Servicer. Notwithstanding anything else to the contrary herein, any purported transfer of a Class A-R Certificate to or on behalf of an employee benefit plan subject to ERISA or to the Code without the Opinion of Counsel satisfactory to the Trustee as described above shall be void and of no effect. Each Holder of this Class A-R Certificate will be deemed to have agreed to be bound by the restrictions of the Agreement, including but not limited to the restrictions that (i) each person holding or acquiring any Ownership Interest in this Class A-R Certificate must be a Permitted Transferee, (ii) no Ownership Interest in this Class A-R Certificate may be transferred without delivery to the Trustee of (a) a transfer affidavit of the proposed transferee and (b) a transfer certificate of the transferor, each of such documents to be in the form described in the Agreement, (iii) each person holding or acquiring any Ownership Interest in this Class A-R Certificate must agree to require a transfer affidavit and to deliver a transfer certificate to the Trustee as required pursuant to the Agreement, (iv) each person holding or acquiring an Ownership Interest in this Class A-R Certificate must agree not to transfer an Ownership Interest in this Class A-R Certificate if it has actual knowledge that the proposed transferee is not a Permitted Transferee and (v) any attempted or purported transfer of any Ownership Interest in this Class A-R Certificate in violation of such restrictions will be absolutely null and void and will vest no rights in the purported transfereeTrustee. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned authenticated by an authorized signatory of the Trustee.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Morgan Stanley ABS Capital I Inc. Trust 2004-He3)
Certificate No. X-1 Cut-off Date : Initial Certificate Balance June 1, 2004 First Distribution Date : July 26, 2004 Percentage Interest of this Certificate ("Denomination") : $ Initial Certificate Balances of all Certificates of this Class : $ CUSIP : Interest Rate : Maturity Date : INDYMAC MBS, 100% MORGAN STANLEY ABS CAPITAL I INC. Residential Asset Securitization Morgan Stanley A▇▇ ▇▇▇i▇▇▇ ▇ ▇nc. Trust 200_-__ Mortgage Pass2004-Through HE4 Mo▇▇▇▇▇▇ ▇▇▇▇-▇▇rough Certificates, Series 200_-__ 2004-HE4 Class A-R X evidencing a percentage interest in the distributions allocable to the Class ACertificates of the above-R Certificates with respect to a Trust Fund consisting primarily of a pool of conventional mortgage loans (the "Mortgage Loans") secured by first liens on one- to four-family residential propertiesreferenced Class. Principal Distributions in respect of this Certificate is are distributable monthly as set forth herein. Accordingly, the Certificate Balance at any time may be less than the Certificate Balance as set forth herein. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Seller, the Master Servicer Servicers or the Trustee referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that __________________ Deutsche Bank National Trust Company, as NIM Trustee, is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the denomination of this Certificate by the aggregate of the denominations of all Certificates of the Class to which this Certificate belongs) in certain monthly distributions with respect to a Trust Fund consisting primarily of the Mortgage Loans deposited by IndyMac MBS, Inc. (the "Depositor"). The Trust Fund was created pursuant to a Pooling and Servicing Agreement dated as of the Cut-off Date specified above (the "Agreement") among the Depositor, IndyMac Bank, F.S.B.Morgan Stanley ABS Capital I Inc., as seller and master servicer depositor (the "Seller" or the Depositor"Master Servicer"), ▇▇▇▇▇ ▇▇▇▇▇▇▇an Mortgage Corporation, as appropriateservicer ("Chase"), Countrywide Home Loans Servicing LP, as servicer ("Countrywide"), HomEq Servicing Corporation, as servicer ("HomEq"), Aames Capital Corporation, as a responsible party ("Aames"), Accredited Home Lenders, Inc., as a responsible party ("Accredited"), NC Capital Corporation, as a responsible party ("NC Capital") and Deutsche Bank National Trust Company, as trustee (the "Trustee"). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Any This Certificate does not have a Certificate Balance or Pass-Through Rate and will be entitled to distributions only to the extent set forth in the Agreement. In addition, any distribution of the proceeds of any remaining assets of the Trust Fund will be made only upon presentment and surrender of this Class A-R Certificate at the Corporate Trust Office or the office or agency maintained offices designated by the Trustee for such purposes or such other location specified in New York, New Yorkthe notice to Certificateholders. No transfer of a Certificate of this Class A-R shall be made unless such disposition is exempt from the registration requirements of the Securities Act of 1933, as amended (the "1933 Act"), and any applicable state securities laws or is made in accordance with the 1933 Act and such laws. In the event of any such transfer, the Trustee shall require the transferor to execute a transferor certificate (in substantially the form attached to the Pooling and Servicing Agreement) and deliver either (i) a Rule 144A Letter, in either case substantially in the form attached to the Agreement, or (ii) a written Opinion of Counsel to the Trustee that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the 1933 Act or is being made pursuant to the 1933 Act, which Opinion of Counsel shall be an expense of the transferor. No transfer of a Certificate of this Class shall be made unless the Trustee shall have received either (i) a representation letter from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Trustee, to the effect that such transferee is not an employee benefit plan subject to Section 406 of ERISA or Section 4975 of the CodeCode or any materially similar provisions of applicable Federal, state or local law ("Similar Law") or a person acting on behalf of any such or investing plan or arrangement or using the assets of any such plan or arrangement to effect such transferplan, which representation letter shall not be an expense of the Trustee Trustee, or the Master Servicer, (ii) if the purchaser transferee is an insurance company, a representation letter that the purchaser is an insurance company which it is purchasing such Certificates with funds contained in an "insurance company the assets of its general account" (as such term is defined in Section V(e) of Prohibited Transaction Class Exemption 95-60 ("PTCE 95-60")) account and that the purchase and holding of such Certificates are covered under Sections I and III of PTCE 95-60 60, or (iii) in the case of any such Class A-R a Certificate presented for registration in the name of an employee benefit plan subject to ERISA, or a plan or arrangement subject to Section 4975 of the Code (or comparable provisions of any subsequent enactments)) or a plan subject to Similar Law, or a trustee of any such plan or any other person acting on behalf of any such plan or arrangement, arrangement or using such plan's or arrangement's assets, an Opinion of Counsel satisfactory to the Trustee and the Master Servicer to the effect that the purchase or holding of such Class A-R Certificate will not result in the assets of the Trust Fund being deemed to be "plan assets" and subject to the prohibited transaction provisions of ERISA and the Code and will not subject the Trustee or the Master Servicer to any obligation in addition to those undertaken in this AgreementServicer, which Opinion of Counsel shall not be an expense of the Trustee, the Servicer or the Trust Fund, addressed to the Trustee, to the effect that the purchase or holding of such Certificate will not constitute or result in a non-exempt prohibited transaction within the meaning of ERISA, Section 4975 of the Code or any Similar Law and will not subject the Trustee or the Master Servicer. Notwithstanding anything else Servicer to the contrary herein, any purported transfer of a Class A-R Certificate obligation in addition to or on behalf of an employee benefit plan subject to ERISA those expressly undertaken in this Agreement or to the Code without the Opinion of Counsel satisfactory to the Trustee as described above shall be void and of no effect. Each Holder of this Class A-R Certificate will be deemed to have agreed to be bound by the restrictions of the Agreement, including but not limited to the restrictions that (i) each person holding or acquiring any Ownership Interest in this Class A-R Certificate must be a Permitted Transferee, (ii) no Ownership Interest in this Class A-R Certificate may be transferred without delivery to the Trustee of (a) a transfer affidavit of the proposed transferee and (b) a transfer certificate of the transferor, each of such documents to be in the form described in the Agreement, (iii) each person holding or acquiring any Ownership Interest in this Class A-R Certificate must agree to require a transfer affidavit and to deliver a transfer certificate to the Trustee as required pursuant to the Agreement, (iv) each person holding or acquiring an Ownership Interest in this Class A-R Certificate must agree not to transfer an Ownership Interest in this Class A-R Certificate if it has actual knowledge that the proposed transferee is not a Permitted Transferee and (v) any attempted or purported transfer of any Ownership Interest in this Class A-R Certificate in violation of such restrictions will be absolutely null and void and will vest no rights in the purported transfereeliability. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned authenticated by an authorized signatory of the Trustee.. * * *
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Morgan Stanley ABS Capital I Inc. Trust 2004-He4)
Certificate No. Cut-off Date : Initial Certificate Balance December 1, 2002 First Distribution Date : January 20, 2003 Percentage Interest of this Certificate ("Denomination") : $ Initial Certificate Balances of all Certificates of this Class : $ 100% CUSIP : Interest Rate 36228F LE4 ISIN: Maturity Date : INDYMAC MBS, INCUS63228FLE42 GS MORTGAGE SECURITIES CORP. Residential Asset Securitization GSAMP Trust 200_-__ 2002-HE2 Mortgage Pass-Through Certificates, Series 200_-__ 2002-HE2 Class A-R X evidencing a percentage interest in the distributions allocable to the Class ACertificates of the above-R Certificates with respect to a Trust Fund consisting primarily of a pool of conventional mortgage loans (the "Mortgage Loans") secured by first liens on one- to four-family residential propertiesreferenced Class. Principal Distributions in respect of this Certificate is are distributable monthly as set forth herein. Accordingly, the Certificate Balance at any time may be less than the Certificate Balance as set forth herein. This Certificate does not evidence an obligation of, or an interest in, and is not guaranteed by the Depositor, the Seller, the Master Servicer or the Trustee referred to below or any of their respective affiliates. Neither this Certificate nor the Mortgage Loans are guaranteed or insured by any governmental agency or instrumentality. This certifies that [__________________ ______] is the registered owner of the Percentage Interest evidenced by this Certificate (obtained by dividing the denomination of this Certificate by the aggregate of the denominations of all Certificates of the Class to which this Certificate belongs) in certain monthly distributions with respect to a Trust Fund consisting primarily of the Mortgage Loans deposited by IndyMac MBS, Inc. (the "Depositor"). The Trust Fund was created pursuant to a Pooling and Servicing Agreement dated as of the Cut-off Date specified above December 1, 2002 (the "Agreement") among the Depositor, IndyMac Bank, F.S.B.GS Mortgage Securities Corp., as seller and master servicer depositor (the "Seller" or the Depositor"Master ), Litton Loan Servicing LP, as service▇ (▇▇▇ "Servicer", as appropriate), and Deutsche Bank National Trust Company, as trustee (the "Trustee"). To the extent not defined herein, the capitalized terms used herein have the meanings assigned in the Agreement. This Certificate is issued under and is subject to the terms, provisions and conditions of the Agreement, to which Agreement the Holder of this Certificate by virtue of the acceptance hereof assents and by which such Holder is bound. Any This Certificate will be entitled to distributions only to the extent set forth in the Agreement. In addition, any distribution of the proceeds of any remaining assets of the Trust Fund will be made only upon presentment and surrender of this Class A-R Certificate at the Corporate Trust Office offices designated by the Trustee for such purposes or the office or agency maintained by the Trustee in New York, New YorkTrustee. No transfer of a Certificate of this Class A-R shall be made unless such disposition is exempt from the registration requirements of the Securities Act of 1933, as amended (the "1933 Act"), and any applicable state securities laws or is made in accordance with the 1933 Act and such laws. In the event of any such transfer, the Trustee shall require the transferor to execute a transferor certificate (in substantially the form attached to the Pooling and Servicing Agreement) and deliver either (i) a Rule 144A Letter, in either case substantially in the form attached to the Agreement, or (ii) a written Opinion of Counsel to the Trustee that such transfer may be made pursuant to an exemption, describing the applicable exemption and the basis therefor, from the 1933 Act or is being made pursuant to the 1933 Act, which Opinion of Counsel shall be an expense of the transferor. No transfer of a Certificate of this Class shall be made unless the Trustee shall have received either (i) a representation letter from the transferee of such Certificate, acceptable to and in form and substance satisfactory to the Trustee, to the effect that such transferee is not an employee benefit plan subject to Section 406 of ERISA or Section 4975 of the CodeCode or any materially similar provisions of applicable Federal, state or local law ("Similar Law") or a person acting on behalf of any such or investing plan or arrangement or using the assets of any such plan or arrangement to effect such transferplan, which representation letter shall not be an expense of the Trustee Trustee, or the Master Servicer, (ii) if the purchaser transferee is an insurance company, a representation letter that the purchaser is an insurance company which it is purchasing such Certificates with funds contained in an "insurance company the assets of its general account" (as such term is defined in Section V(e) of Prohibited Transaction Class Exemption 95-60 ("PTCE 95-60")) account and that the purchase and holding of such Certificates are covered under Sections I and III of PTCE 95-60 60, or (iii) in the case of any such Class A-R a Certificate presented for registration in the name of an employee benefit plan subject to ERISA, or a plan or arrangement subject to Section 4975 of the Code (or comparable provisions of any subsequent enactments)) or a plan subject to Similar Law, or a trustee of any such plan or any other person acting on behalf of any such plan or arrangement, arrangement or using such plan's or arrangement's assets, an Opinion of Counsel satisfactory to the Trustee and the Master Servicer, which Opinion of Counsel shall not be an expense of the Trustee, the Servicer or the Trust Fund, addressed to the Trustee, to the effect that the purchase or holding of such Class A-R Certificate will not result in the assets of the Trust Fund being deemed to be "plan assets" and subject to the prohibited transaction provisions of ERISA and the Code and will not subject the Trustee or the Master Servicer to any obligation in addition to those expressly undertaken in this Agreement, which Opinion of Counsel shall not be an expense of the Trustee or the Master Servicer. Notwithstanding anything else to the contrary herein, any purported transfer of a Class A-R Certificate to or on behalf of an employee benefit plan subject to ERISA Agreement or to the Code without the Opinion of Counsel satisfactory to the Trustee as described above shall be void and of no effect. Each Holder of this Class A-R Certificate will be deemed to have agreed to be bound by the restrictions of the Agreement, including but not limited to the restrictions that (i) each person holding or acquiring any Ownership Interest in this Class A-R Certificate must be a Permitted Transferee, (ii) no Ownership Interest in this Class A-R Certificate may be transferred without delivery to the Trustee of (a) a transfer affidavit of the proposed transferee and (b) a transfer certificate of the transferor, each of such documents to be in the form described in the Agreement, (iii) each person holding or acquiring any Ownership Interest in this Class A-R Certificate must agree to require a transfer affidavit and to deliver a transfer certificate to the Trustee as required pursuant to the Agreement, (iv) each person holding or acquiring an Ownership Interest in this Class A-R Certificate must agree not to transfer an Ownership Interest in this Class A-R Certificate if it has actual knowledge that the proposed transferee is not a Permitted Transferee and (v) any attempted or purported transfer of any Ownership Interest in this Class A-R Certificate in violation of such restrictions will be absolutely null and void and will vest no rights in the purported transfereeliability. Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. This Certificate shall not be entitled to any benefit under the Agreement or be valid for any purpose unless manually countersigned by an authorized signatory of the Trustee.. * * *
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Gs Mortgage Sec Corp Mort Pass THR Cert Ser 2002-He2)