Exchangeable Certificates. (a) On the Closing Date, the Grantor Trust shall issue the several Classes of Exchangeable Certificates. Each Class of Exchangeable Certificates shall represent an undivided beneficial ownership interest in the Corresponding Exchangeable Upper-Tier Regular Interests in an amount equal to the Class Percentage Interest of such Class in each such Corresponding Exchangeable Upper-Tier Regular Interest. All amounts allocated to an Exchangeable Upper-Tier Regular Interest hereunder, including principal and interest payable thereon and reimbursement of previously allocated Realized Losses (with interest), shall be allocated to the Classes of Exchangeable Certificates representing an interest therein, in proportion to their Class Percentage Interests therein; provided, that the Exchangeable Certificates will be entitled to Prepayment Premiums and Yield Maintenance Charges as described in Section 4.01(e). (b) Certificates of each Class of Exchangeable Certificates (each such Class, in connection with any exchange, an applicable “Surrendered Class”) may be exchanged on the books of DTC for Certificates of the corresponding Classes of Exchangeable Certificates set forth next to such Class in the table below (each, an applicable “Received Class”), and vice versa. The Denomination of each of the Received Classes of Certificates must be equal to the Denomination of each of the Surrendered Classes of Certificates. No fee shall be required with respect to any exchange of Exchangeable Certificates. Following any exchange of Certificates of one or more Surrendered Classes for Certificates of one or more Received Classes, the Class Percentage Interests in the Corresponding Exchangeable Upper-Tier Regular Interests that are represented by the Surrendered Classes (and consequently their related Certificate Balances or Notional Amounts) shall be decreased, and those of the Received Classes (and consequently their related Certificate Balances or Notional Amounts) shall be increased. The Certificate Administrator or Certificate Registrar, as applicable, shall (i) make the appropriate notation of such exchange on the Certificate Register and on the Book-Entry Certificate for each Class of Exchangeable Certificates involved in such exchange to reflect such reductions and increases and (ii) give appropriate instructions to the Depository to reflect such reductions and increases. For example, a Certificateholder holding Class C Certificates with a Denomination of $23,772,000 may surrender Class C Certificates with a Denomination of $23,772,000 (the Certificates of the applicable Surrendered Class) and receive in exchange Class C-1 Certificates with a Denomination of $11,886,000 and Class C-X1 Certificates with a Denomination of $11,886,000 (collectively, the Certificates of the applicable Received Classes). In such event, (i) the Class Percentage Interest of the Class C Certificates in each of the Class C, Class C-X1 and Class C-X2 Upper-Tier Regular Interests would be reduced from 100% to 50%, (ii) the Class Percentage Interest of the Class C-1 Certificates in each of the Class C and Class C-X2 Upper-Tier Regular Interests would be increased from 0% to 50%, and (iii) the Class Percentage Interest of the Class C-X1 Certificates in the Class C-X1 Upper-Tier Regular Interest would be increased from 0% to 50%. Similarly a Certificateholder holding Class C-1 Certificates with a Denomination of $11,886,000 that seeks to surrender all such Certificates in exchange for Class C Certificates will be required to surrender all such Certificates, as well as Class C-X1 Certificates with a Denomination of $11,886,000 in order to accomplish such exchange. In such event (assuming no other Class C, Class C-1 and Class C-X1 Certificates are then outstanding), (i) the Class Percentage Interest of the Class C-1 Certificates in each of the Class C and Class C-X2 Upper-Tier Regular Interests would be reduced from 50% to 0%, (ii) the Class Percentage Interest of the Class C-X1 Certificates in the Class C-X1 Upper-Tier Regular Interest would be reduced from 50% to 0%, and (iii) the Class Percentage Interest of the Class C Certificates in each of the Class C, Class C-X1 and Class C-X2 Upper-Tier Regular Interests would be increased from 0% to 50%. (c) The maximum Certificate Balance or Notional Amount of each Class of Class C Exchangeable Certificates that may be issued in an exchange is equal to the Certificate Balance of the Class C Upper-Tier Regular Interest and the maximum Certificate Balance or Notional Amount of each Class of Class D Exchangeable Certificates that may be issued in an exchange is equal to the Certificate Balance of the Class D Upper-Tier Regular Interest. (d) In order to effect an exchange of Exchangeable Certificates, the Certificateholder shall deliver a notice substantially in the form of Exhibit UU to the Certificate Administrator by e-mail to ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ (with a subject line referencing “BBCMS 2025-5C36” and setting forth the proposed Exchange Date) no later than three (3) Business Days before the proposed exchange date (the “Exchange Date”). The Exchange Date may be any Business Day other than the first or last Business Day of the month. The notice must (i) be set forth on the applicable Certificateholder’s letterhead, (ii) carry a medallion stamp guarantee and (iii) set forth the following information: (x) the CUSIP number, outstanding Certificate Balance or Notional Amount and Original Certificate Balance or Original Notional Amount of each proposed Surrendered Class and of each proposed Received Class; (y) the Certificateholder’s DTC participant number; and (z) the proposed Exchange Date. A notice shall become irrevocable on the second Business Day before the proposed Exchange Date. (e) Upon the satisfaction of the conditions to an exchange described in this Section 5.11, the Certificate Administrator shall deliver Certificates of the applicable Received Classes to the requesting Certificateholder. The Certificate Administrator shall reduce the outstanding Certificate Balance(s) or Notional Amount(s) of the Surrendered Classes, and increase the outstanding Certificate Balance(s) or Notional Amount(s) of the Received Classes, on the Certificate Register. The Certificateholder and the Certificate Administrator shall utilize the “deposit and withdrawal system” at the Depository to effect the exchange. (f) The Certificate Administrator shall make the first distribution on Certificates of any Received Classes related to an exchange on the Distribution Date in the month following the month of exchange to the Certificateholder of record as of the applicable Record Date for such Certificates and Distribution Date. If an Exchange Date occurs in any month before the Distribution Date in such month, then any distributions to be made on such Distribution Date on Certificates of any Surrendered Classes shall be so made to the Certificateholders of record as of the applicable Record Date for such Certificates and such Distribution Date. Neither the Certificate Administrator nor the Depositor shall have any obligation to ensure the availability in the market of the applicable Certificates to accomplish any exchange.
Appears in 4 contracts
Sources: Pooling and Servicing Agreement (BBCMS Mortgage Trust 2025-5c37), Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2025-5c5), Pooling and Servicing Agreement (Benchmark 2025-V16 Mortgage Trust)
Exchangeable Certificates. (a) On the Closing Date, the Grantor Trust shall issue the several Classes of Exchangeable Certificates. Each Class of Exchangeable Certificates shall represent an undivided beneficial ownership interest in the Corresponding Exchangeable Upper-Tier Regular Interests in an amount equal to the Class Percentage Interest of such Class in each such Corresponding Exchangeable Upper-Tier Regular Interest. All amounts allocated to an Exchangeable Upper-Tier Regular Interest hereunder, including principal and interest payable thereon and reimbursement of previously allocated Realized Losses (with interest), shall be allocated to the Classes of Exchangeable Certificates representing an interest therein, in proportion to their Class Percentage Interests therein; provided, that the Exchangeable Certificates will be entitled to Prepayment Premiums and Yield Maintenance Charges as described in Section 4.01(e).
(b) Certificates of each Class of Exchangeable Certificates (each such Class, in connection with any exchange, an applicable “Surrendered Class”) may be exchanged on the books of DTC for Certificates of the corresponding Classes of Exchangeable Certificates set forth next to such Class in the table below (each, an applicable “Received Class”), and vice versa. The Denomination of each of the Received Classes of Certificates must be equal to the Denomination of each of the Surrendered Classes of Certificates. No fee shall be required with respect to any exchange of Exchangeable Certificates. Following any exchange of Certificates of one or more Surrendered Classes for Certificates of one or more Received Classes, the Class Percentage Interests in the Corresponding Exchangeable Upper-Tier Regular Interests that are represented by the Surrendered Classes (and consequently their related Certificate Balances or Notional Amounts) shall be decreased, and those of the Received Classes (and consequently their related Certificate Balances or Notional Amounts) shall be increased. The Certificate Administrator or Certificate Registrar, as applicable, shall (i) make the appropriate notation of such exchange on the Certificate Register and on the Book-Entry Certificate for each Class of Exchangeable Certificates involved in such exchange to reflect such reductions and increases and (ii) give appropriate instructions to the Depository to reflect such reductions and increases. For example, a Certificateholder holding Class C A-S Certificates with a Denomination of $23,772,000 62,578,000 may surrender Class C A-S Certificates with a Denomination of $23,772,000 31,289,000 (the Certificates of the applicable Surrendered Class) and receive in exchange Class C-1 A-S-1 Certificates with a Denomination of $11,886,000 31,289,000 and Class CA-S-X1 Certificates with a Denomination of $11,886,000 31,289,000 (collectively, the Certificates of the applicable Received Classes). In such event, (i) the Class Percentage Interest of the Class C A-S Certificates in each of the Class CA-S, Class CA-S-X1 and Class CA-S-X2 Upper-Tier Regular Interests would be reduced from 100% to 50%, (ii) the Class Percentage Interest of the Class C-1 A-S-1 Certificates in each of the Class C A-S and Class CA-S-X2 Upper-Tier Regular Interests would be increased from 0% to 50%, and (iii) the Class Percentage Interest of the Class CA-S-X1 Certificates in the Class CA-S-X1 Upper-Tier Regular Interest would be increased from 0% to 50%. Similarly a Certificateholder holding Class C-1 A-S-1 Certificates with a Denomination of $11,886,000 31,289,000 that seeks to surrender all such Certificates in exchange for Class C A-S Certificates will be required to surrender all such Certificates, as well as Class CA-S-X1 Certificates with a Denomination of $11,886,000 31,289,000 in order to accomplish such exchange. In such event (assuming no other Class CA-S, Class C-1 A-S-1 and Class CA-S-X1 Certificates are then outstanding), (i) the Class Percentage Interest of the Class C-1 A-S-1 Certificates in each of the Class C A-S and Class CA-S-X2 Upper-Tier Regular Interests would be reduced from 50% to 0%, (ii) the Class Percentage Interest of the Class CA-S-X1 Certificates in the Class CA-S-X1 Upper-Tier Regular Interest would be reduced from 50% to 0%, and (iii) the Class Percentage Interest of the Class C A-S Certificates in each of the Class CA-S, Class CA-S-X1 and Class CA-S-X2 Upper-Tier Regular Interests would be increased from 0% to 50%.
(c) The maximum Certificate Balance or Notional Amount of each Class of Class A-4 Exchangeable Certificates that may be issued in an exchange is equal to the Certificate Balance of the Class A-4 Upper-Tier Regular Interest, the maximum Certificate Balance or Notional Amount of each Class of Class A-5 Exchangeable Certificates that may be issued in an exchange is equal to the Certificate Balance of the Class A-5 Upper-Tier Regular Interest, the maximum Certificate Balance or Notional Amount of each Class of Class A-S Exchangeable Certificates that may be issued in an exchange is equal to the Certificate Balance of the Class A-S Upper-Tier Regular Interest, the maximum Certificate Balance or Notional Amount of each Class of Class B Exchangeable Certificates that may be issued in an exchange is equal to the Certificate Balance of the Class B Upper-Tier Regular Interest, the maximum Certificate Balance or Notional Amount of each Class of Class C Exchangeable Certificates that may be issued in an exchange is equal to the Certificate Balance of the Class C Upper-Tier Regular Interest and Interest, the maximum Certificate Balance or Notional Amount of each Class of Class D Exchangeable Certificates that may be issued in an exchange is equal to the Certificate Balance of the Class D Upper-Tier Regular Interest, and the maximum Certificate Balance or Notional Amount of each Class of Class E Exchangeable Certificates that may be issued in an exchange is equal to the Certificate Balance of the Class E Upper-Tier Regular Interest.
(d) In order to effect an exchange of Exchangeable Certificates, the Certificateholder shall deliver a notice substantially in the form of Exhibit UU VV to the Certificate Administrator by e-mail to ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ (with a subject line referencing “BBCMS BANK 2025-5C36BNK50” and setting forth the proposed Exchange Date) no later than three (3) Business Days before the proposed exchange date (the “Exchange Date”). The Exchange Date may be any Business Day other than the first or last Business Day of the month. The notice must (i) be set forth on the applicable Certificateholder’s letterhead, (ii) carry a medallion stamp guarantee and (iii) set forth the following information: (x) the CUSIP number, outstanding Certificate Balance or Notional Amount and Original Certificate Balance or Original Notional Amount of each proposed Surrendered Class and of each proposed Received Class; (y) the Certificateholder’s DTC participant number; and (z) the proposed Exchange Date. A notice shall become irrevocable on the second Business Day before the proposed Exchange Date.
(e) Upon the satisfaction of the conditions to an exchange described in this Section 5.11, the Certificate Administrator shall deliver Certificates of the applicable Received Classes to the requesting Certificateholder. The Certificate Administrator shall reduce the outstanding Certificate Balance(s) or Notional Amount(s) of the Surrendered Classes, and increase the outstanding Certificate Balance(s) or Notional Amount(s) of the Received Classes, on the Certificate Register. The Certificateholder and the Certificate Administrator shall utilize the “deposit and withdrawal system” at the Depository to effect the exchange.
(f) The Certificate Administrator shall make the first distribution on Certificates of any Received Classes related to an exchange on the Distribution Date in the month following the month of exchange to the Certificateholder of record as of the applicable Record Date for such Certificates and Distribution Date. If an Exchange Date occurs in any month before the Distribution Date in such month, then any distributions to be made on such Distribution Date on Certificates of any Surrendered Classes shall be so made to the Certificateholders of record as of the applicable Record Date for such Certificates and such Distribution Date. Neither the Certificate Administrator nor the Depositor shall have any obligation to ensure the availability in the market of the applicable Certificates to accomplish any exchange.
Appears in 4 contracts
Sources: Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2025-C35), Pooling and Servicing Agreement (BBCMS Mortgage Trust 2025-C35), Pooling and Servicing Agreement (Bank 2025-Bnk50)
Exchangeable Certificates. (a) On the Closing Date, the Grantor Trust shall issue the several Classes of Exchangeable Certificates. Each Class of Exchangeable Certificates shall represent an undivided beneficial ownership interest in the Corresponding Exchangeable Upper-Tier Regular Interests in an amount equal to the Class Percentage Interest of such Class in each such Corresponding Exchangeable Upper-Tier Regular Interest. All amounts allocated to an Exchangeable Upper-Tier Regular Interest hereunder, including principal and interest payable thereon and reimbursement of previously allocated Realized Losses (with interest), shall be allocated to the Classes of Exchangeable Certificates representing an interest therein, in proportion to their Class Percentage Interests therein; provided, that the Exchangeable Certificates will be entitled to Prepayment Premiums and Yield Maintenance Charges as described in Section 4.01(e).
(b) Certificates of each Class of Exchangeable Certificates (each such Class, in connection with any exchange, an applicable “Surrendered Class”) may be exchanged on the books of DTC for Certificates of the corresponding Classes of Exchangeable Certificates set forth next to such Class in the table below (each, an applicable “Received Class”), and vice versa. The Denomination of each of the Received Classes of Certificates must be equal to the Denomination of each of the Surrendered Classes of Certificates. No fee shall be required with respect to any exchange of Exchangeable Certificates. Following any exchange of Certificates of one or more Surrendered Classes for Certificates of one or more Received Classes, the Class Percentage Interests in the Corresponding Exchangeable Upper-Tier Regular Interests that are represented by the Surrendered Classes (and consequently their related Certificate Balances or Notional Amounts) shall be decreased, and those of the Received Classes (and consequently their related Certificate Balances or Notional Amounts) shall be increased. The Certificate Administrator or Certificate Registrar, as applicable, shall (i) make the appropriate notation of such exchange on the Certificate Register and on the Book-Entry Certificate for each Class of Exchangeable Certificates involved in such exchange to reflect such reductions and increases and (ii) give appropriate instructions to the Depository to reflect such reductions and increases. For example, a Certificateholder holding Class C A-S Certificates with a Denomination of $23,772,000 111,506,000 may surrender Class C A-S Certificates with a Denomination of $23,772,000 55,753,000 (the Certificates of the applicable Surrendered Class) and receive in exchange Class C-1 A-S-1 Certificates with a Denomination of $11,886,000 55,753,000 and Class CA-S-X1 Certificates with a Denomination of $11,886,000 55,753,000 (collectively, the Certificates of the applicable Received Classes). In such event, (i) the Class Percentage Interest of the Class C A-S Certificates in each of the Class CA-S, Class CA-S-X1 and Class CA-S-X2 Upper-Tier Regular Interests would be reduced from 100% to 50%, (ii) the Class Percentage Interest of the Class C-1 A-S-1 Certificates in each of the Class C A-S and Class CA-S-X2 Upper-Tier Regular Interests would be increased from 0% to 50%, and (iii) the Class Percentage Interest of the Class CA-S-X1 Certificates in the Class CA-S-X1 Upper-Tier Regular Interest would be increased from 0% to 50%. Similarly a Certificateholder holding Class C-1 A-S-1 Certificates with a Denomination of $11,886,000 55,753,000 that seeks to surrender all such Certificates in exchange for Class C A-S Certificates will be required to surrender all such Certificates, as well as Class CA-S-X1 Certificates with a Denomination of $11,886,000 55,753,000 in order to accomplish such exchange. In such event (assuming no other Class C, Class C-1 and Class CA-X1 S Certificates are then outstanding), (i) the Class Percentage Interest of the Class C-1 A-S-1 Certificates in each of the Class C A-S and Class CA-S-X2 Upper-Tier Regular Interests would be reduced from 50% to 0%, (ii) the Class Percentage Interest of the Class CA-S-X1 Certificates in the Class CA-S-X1 Upper-Tier Regular Interest would be reduced from 50% to 0%, and (iii) the Class Percentage Interest of the Class C A-S Certificates in each of the Class CA-S, Class CA-S-X1 and Class CA-S-X2 Upper-Tier Regular Interests would be increased from 0% to 50%.
(c) The maximum Certificate Balance or Notional Amount of each Class of Class A-5 Exchangeable Certificates, Class A-S Exchangeable Certificates, Class B Exchangeable Certificates or Class C Exchangeable Certificates that may be issued in an exchange is equal to the Certificate Balance of the Class A-5, Class A-S, Class B or Class C Upper-Tier Regular Interest and the maximum Certificate Balance or Notional Amount of each Class of Class D Exchangeable Certificates that may be issued in an exchange is equal to the Certificate Balance of the Class D Upper-Tier Regular Interest, respectively.
(d) In order to effect an exchange of Exchangeable Certificates, the Certificateholder shall deliver a notice substantially in the form of Exhibit UU TT to the Certificate Administrator by e-mail to ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ (with a subject line referencing “BBCMS BANK 2025-5C36BNK49” and setting forth the proposed Exchange Date) no later than three (3) Business Days before the proposed exchange date (the “Exchange Date”). The Exchange Date may be any Business Day other than the first or last Business Day of the month. The notice must (i) be set forth on the applicable Certificateholder’s letterhead, (ii) carry a medallion stamp guarantee and (iii) set forth the following information: (x) the CUSIP number, outstanding Certificate Balance or Notional Amount and Original Certificate Balance or Original Notional Amount of each proposed Surrendered Class and of each proposed Received Class; (y) the Certificateholder’s DTC participant number; and (z) the proposed Exchange Date. A notice shall become irrevocable on the second Business Day before the proposed Exchange Date.
(e) Upon the satisfaction of the conditions to an exchange described in this Section 5.11, the Certificate Administrator shall deliver Certificates of the applicable Received Classes to the requesting Certificateholder. The Certificate Administrator shall reduce the outstanding Certificate Balance(s) or Notional Amount(s) of the Surrendered Classes, and increase the outstanding Certificate Balance(s) or Notional Amount(s) of the Received Classes, on the Certificate Register. The Certificateholder and the Certificate Administrator shall utilize the “deposit and withdrawal system” at the Depository to effect the exchange.
(f) The Certificate Administrator shall make the first distribution on Certificates of any Received Classes related to an exchange on the Distribution Date in the month following the month of exchange to the Certificateholder of record as of the applicable Record Date for such Certificates and Distribution Date. If an Exchange Date occurs in any month before the Distribution Date in such month, then any distributions to be made on such Distribution Date on Certificates of any Surrendered Classes shall be so made to the Certificateholders of record as of the applicable Record Date for such Certificates and such Distribution Date. Neither the Certificate Administrator nor the Depositor shall have any obligation to ensure the availability in the market of the applicable Certificates to accomplish any exchange.
Appears in 4 contracts
Sources: Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2025-C35), Pooling and Servicing Agreement (Bank 2025-Bnk50), Pooling and Servicing Agreement (Bank 2025-Bnk49)
Exchangeable Certificates. (a) On the Closing Date, the Grantor Trust shall issue the several Classes of Exchangeable Certificates. Each Class of The Initial Exchangeable Certificates and Exchangeable Certificates authorized by this Agreement shall represent an undivided beneficial ownership interest in consist of the Corresponding Initial Exchangeable Upper-Tier Regular Interests in an amount equal Certificates and Exchangeable Certificates having the characteristics specified or determined as described herein, and otherwise shall be subject to the Class Percentage Interest of such Class in each such Corresponding Exchangeable Upper-Tier Regular Interest. All amounts allocated to an Exchangeable Upper-Tier Regular Interest hereunder, including principal terms and interest payable thereon and reimbursement of previously allocated Realized Losses (with interest), shall be allocated to the Classes of Exchangeable Certificates representing an interest therein, in proportion to their Class Percentage Interests therein; provided, that the Exchangeable Certificates will be entitled to Prepayment Premiums and Yield Maintenance Charges as described in Section 4.01(e)provisions set forth herein.
(b) Certificates of each Class of The Initial Exchangeable Certificates (each such Class, in connection with any exchange, an applicable “Surrendered Class”) may be exchanged on the books of DTC for Certificates of the corresponding Classes of Exchangeable Certificates set forth next to such Class in the table below (each, an applicable “Received Class”), and vice versa. The Denomination of each of the Received Classes of Certificates must be equal to the Denomination of each of the Surrendered Classes of Certificates. No fee shall be required with respect to any exchange of Exchangeable Certificates. Following any exchange of Certificates of one or more Surrendered Classes for Certificates of one or more Received Classes, the Class Percentage Interests in the Corresponding Exchangeable Upper-Tier Regular Interests that are represented by the Surrendered Classes (and consequently their related Certificate Balances or Notional Amounts) shall be decreased, and those of the Received Classes (and consequently their related Certificate Balances or Notional Amounts) shall be increased. The Certificate Administrator or Certificate Registrar, as applicable, shall (i) make the appropriate notation of such exchange be exchangeable on the Certificate Register and on books of the Book-Entry Certificate Clearing Agency for each Class of the Initial Exchangeable Certificates involved in such exchange to reflect such reductions and increases and (ii) give appropriate instructions to the Depository to reflect such reductions and increases. For example, a Certificateholder holding Class C Certificates with a Denomination of $23,772,000 may surrender Class C Certificates with a Denomination of $23,772,000 (the Certificates of the applicable Surrendered Class) and receive in exchange Class C-1 Certificates with a Denomination of $11,886,000 and Class C-X1 Certificates with a Denomination of $11,886,000 (collectively, the Certificates of the applicable Received Classes). In such event, (i) the Class Percentage Interest of the Class C Certificates in each of the Class C, Class C-X1 and Class C-X2 Upper-Tier Regular Interests would be reduced from 100% to 50%, (ii) the Class Percentage Interest of the Class C-1 Certificates in each of the Class C and Class C-X2 Upper-Tier Regular Interests would be increased from 0% to 50%, and (iii) the Class Percentage Interest of the Class C-X1 Certificates in the Class C-X1 Upper-Tier Regular Interest would be increased from 0% to 50%. Similarly a Certificateholder holding Class C-1 Certificates with a Denomination of $11,886,000 that seeks to surrender all such Certificates in exchange for Class C Certificates will be required to surrender all such Exchangeable Certificates, as well as applicable, in the combinations specified on Exhibit Q, on and after the Closing Date, by notice to the Securities Administrator substantially in the form of Exhibit P hereto and in accordance with the procedures specified hereunder. On each Distribution Date, the Securities Administrator shall increase or reduce the Class C-X1 Certificates with a Denomination of $11,886,000 in order to accomplish such exchange. In such event (assuming no other Class C, Class C-1 Principal Amount and Class C-X1 Certificates are then outstanding), (i) the Class Percentage Interest of the Class C-1 Certificates in each of the Class C and Class C-X2 Upper-Tier Regular Interests would be reduced from 50% to 0%, (ii) the Class Percentage Interest of the Class C-X1 Certificates in the Class C-X1 Upper-Tier Regular Interest would be reduced from 50% to 0%, and (iii) the Class Percentage Interest of the Class C Certificates in each of the Class C, Class C-X1 and Class C-X2 Upper-Tier Regular Interests would be increased from 0% to 50%.
(c) The maximum Certificate Balance or Notional Amount of each Class of Class C the Initial Exchangeable Certificates that may and the Exchangeable Certificates in accordance with the payment priorities set forth in Section 5.02 and allocation of Realized Losses as set forth in Section 5.03 based on the then outstanding Class Principal Amounts of such Classes. There shall be issued no limitation on the number of exchanges authorized pursuant to this Section 3.10, and, except as provided in an exchange is equal the third following paragraph, no fee or other charge shall be payable to the Certificate Balance of Securities Administrator or the Clearing Agency in connection therewith. The maximum Class C Upper-Tier Regular Interest Principal Amount and the maximum Certificate Balance or Class Notional Amount of each Class of Class D the Initial Exchangeable Certificates that may and the Exchangeable Certificates shall be issued as described in an exchange is equal the Preliminary Statement to the Certificate Balance of the Class D Upper-Tier Regular Interest.
(d) this Agreement. In order to effect an exchange of Exchangeable Certificates, the Certificateholder shall deliver a notice substantially in notify the form of Exhibit UU to the Certificate Securities Administrator by e-mail email at _____________________ no later than three Business Days prior to ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ (with a subject line referencing “BBCMS 2025-5C36” and setting forth the proposed Exchange Date) no later than three (3) . A notice becomes irrevocable on the second Business Days Day before the proposed exchange date (the Exchange Date. The “Exchange Date”). The Exchange Date may ” can be any Business Day other than the first or last Business Day of the monthmonth and the related Record Date, subject to the Securities Administrator's approval. The notice must (i) be set forth on the applicable Certificateholder’s 's letterhead, (ii) carry a medallion stamp guarantee and (iii) set forth the following information: (xi) the CUSIP number, number of each Certificate or Certificates (as applicable) to be exchanged and Certificate or Certificates (as applicable) to be received; (ii) the outstanding Certificate Balance or Notional Principal Amount and Original and, if applicable, Certificate Balance or Original Notional Amount of each proposed Surrendered Class and of each proposed Received Classthe Certificates to be exchanged; (yiii) the Certificateholder’s DTC Clearing Agency participant numbernumbers to be debited and credited; and (ziv) the proposed Exchange Date; and (v) the Certificateholder’s email address. A After receiving the notice, the Securities Administrator shall e-mail to the Certificateholder wire payment instructions relating to the Exchange Fee. The Certificateholder will utilize the “Deposit and Withdrawal at Custodian” system at the Clearing Agency to exchange the Certificates. The Securities Administrator shall verify the proposed Certificate Principal Amounts and Certificate Notional Amount to ensure that the principal and interest entitlements of the Certificates received equal the entitlements of the Certificates surrendered. If there is an error, the exchange will not occur until such error is corrected. Unless rejected for error, the notice shall of exchange will become irrevocable on the second Business Day before the proposed Exchange Date.
(e) Upon the satisfaction . The preparation of the conditions all Certificates referred to an exchange described in this Section 5.113.10 in connection with an exchange shall be at the expense of the parties thereto. For each exchange, the Certificate Administrator shall deliver Certificates Certificateholder of the applicable Received Classes related Certificate shall pay to the requesting CertificateholderSecurities Administrator in connection with each exchange a fee (the “Exchange Fee”) equal to $5,000. The Certificate Such Exchange Fee must be received by the Securities Administrator prior to the Exchange Date or such exchange shall reduce the outstanding Certificate Balance(s) or Notional Amount(s) of the Surrendered Classes, and increase the outstanding Certificate Balance(s) or Notional Amount(s) of the Received Classes, on the Certificate Registernot be effected. The Certificateholder and the Certificate Administrator shall utilize the “deposit and withdrawal system” at the Depository wishing to effect such exchange must pay any other expenses related to such exchange, including but not limited to any fees charged by the exchange.
(f) Clearing Agency. The Certificate Securities Administrator shall make the first distribution on Certificates of any Received Classes related to an Initial Exchangeable Certificate or an Exchangeable Certificate received in an exchange transaction on the Distribution Date in the following month following the month of exchange to the Certificateholder of record as of the applicable Record Date for such Certificates and Distribution Date. If an Exchange Date occurs in any month before the Distribution Date in such month, then any distributions related to be made on such Distribution Date on Certificates of any Surrendered Classes shall be so made to the Certificateholders of record as of the applicable Record Date for such Certificates and such Distribution Date. Neither the Certificate Administrator nor the Depositor shall have any obligation to ensure the availability in the market of the applicable Certificates to accomplish any exchange.
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (Sequoia Residential Funding Inc), Pooling and Servicing Agreement (Sequoia Residential Funding Inc)
Exchangeable Certificates. (a) On Upon the Closing Datepresentation and surrender by any Holder of its Exchangeable Certificates in the appropriate combination as set forth on Appendix 1, such Holder shall hereunder transfer, assign, set over and otherwise convey to the Grantor Trust shall issue the several Classes Securities Administrator, all of such Holder's right, title and interest in and to such Exchangeable Certificates, including all payments of interest thereon received after the month of the exchange. Each Class The Securities Administrator acknowledges the transfer and assignment of Exchangeable Certificates shall represent an undivided beneficial ownership interest in the Corresponding Exchangeable Upper-Tier Regular Interests in an amount equal pursuant to the Class Percentage Interest of such Class foregoing paragraph, and hereby declares that it will hold the same in each such Corresponding Exchangeable Upper-Tier Regular Interest. All amounts allocated to an Exchangeable Upper-Tier Regular Interest hereunder, including principal and interest payable thereon and reimbursement of previously allocated Realized Losses (with interest), shall be allocated to trust for the Classes of Exchangeable Certificates representing an interest therein, Certificateholders on the terms in proportion to their Class Percentage Interests therein; provided, that the Exchangeable Certificates will be entitled to Prepayment Premiums and Yield Maintenance Charges as described in Section 4.01(e)this Agreement contained.
(b) Certificates of each Class of Exchangeable Certificates (each such Class, in connection with any exchange, an applicable “Surrendered Class”) may shall be exchanged exchangeable on the books of DTC for Exchanged Certificates, and Exchanged Certificates shall be exchangeable on the books of DTC for Exchangeable Certificates, on and after the Closing Date, by notice to the Securities Administrator substantially in the forms of Exhibit S hereto and under the terms and conditions hereinafter set forth. In the case of each Combination Group, Certificates of the corresponding Classes of Exchangeable Certificates set forth next to in such Class in the table below (each, an applicable “Received Class”), and vice versa. The Denomination of each of the Received Classes of Certificates must be equal to the Denomination of each of the Surrendered Classes of Certificates. No fee Combination Group shall be required with respect to any exchange of Exchangeable Certificates. Following any exchange of Certificates of one or more Surrendered Classes exchangeable for Certificates of one or more Received Classes, the Class Percentage Interests of Exchanged Certificates related to such Combination Group in respective denominations determined based on the Corresponding proportion that the initial principal or notional amounts of such Exchangeable Upper-Tier Regular Interests that are represented Certificates bear to the original principal or notional amounts of the related Exchanged Certificates, as set forth in Appendix 1. Upon any such exchange the portions of the Exchangeable Certificates designated for exchange shall be deemed cancelled and replaced by the Surrendered Classes (and consequently their Exchanged Certificate issued in exchange therefor. Correspondingly, Exchanged Certificates related Certificate Balances or Notional Amounts) shall to a Combination Group may be decreased, and those of the Received Classes (and consequently their related Certificate Balances or Notional Amounts) shall be increased. The Certificate Administrator or Certificate Registrar, as applicable, shall (i) make the appropriate notation of such further designated for exchange on the Certificate Register and on the Book-Entry Certificate for each Class of Exchangeable Certificates involved in such exchange to reflect such reductions and increases and (ii) give appropriate instructions to the Depository to reflect such reductions and increases. For example, a Certificateholder holding Class C Certificates with a Denomination of $23,772,000 may surrender Class C Certificates with a Denomination of $23,772,000 (the Certificates of the applicable Surrendered Class) and receive Exchangeable Classes in exchange Class C-1 such Combination Group in respective denominations determined based on the proportion that the initial principal or notional amounts of such Exchangeable Certificates with a Denomination of $11,886,000 and Class C-X1 Certificates with a Denomination of $11,886,000 (collectively, bear to the Certificates original principal or notional amounts of the applicable Received Classes). In such event, (i) the Class Percentage Interest of the Class C Certificates in each of the Class C, Class C-X1 and Class C-X2 Upper-Tier Regular Interests would be reduced from 100% to 50%, (ii) the Class Percentage Interest of the Class C-1 Certificates in each of the Class C and Class C-X2 Upper-Tier Regular Interests would be increased from 0% to 50%, and (iii) the Class Percentage Interest of the Class C-X1 Certificates in the Class C-X1 Upper-Tier Regular Interest would be increased from 0% to 50%. Similarly a Certificateholder holding Class C-1 Certificates with a Denomination of $11,886,000 that seeks to surrender all such Certificates in exchange for Class C Certificates will be required to surrender all such related Exchanged Certificates, as well as Class C-X1 Certificates with a Denomination set forth in Appendix 1. There shall be no limitation on the number of $11,886,000 in order exchanges authorized pursuant to accomplish such exchangethis Section 5.09. In such event (assuming no other Class C, Class C-1 and Class C-X1 Certificates are then outstanding), (i) the Class Percentage Interest of the Class C-1 Certificates in each of the Class C and Class C-X2 Upper-Tier Regular Interests would be reduced from 50% to 0%, (ii) the Class Percentage Interest of the Class C-X1 Certificates in the Class C-X1 Upper-Tier Regular Interest would be reduced from 50% to 0%, and (iii) the Class Percentage Interest of the Class C Certificates in each of the Class C, Class C-X1 and Class C-X2 Upper-Tier Regular Interests would be increased from 0% to 50%.
(c) The maximum Certificate Balance or Notional Amount of each Class of Class C Exchangeable Certificates that may be issued in an exchange is equal to the Certificate Balance of the Class C Upper-Tier Regular Interest and the maximum Certificate Balance or Notional Amount of each Class of Class D Exchangeable Certificates that may be issued in an exchange is equal to the Certificate Balance of the Class D Upper-Tier Regular Interest.
(d) In order to effect an exchange of Exchangeable Certificates, the Certificateholder shall deliver a notice substantially notify the Securities Administrator in the form of Exhibit UU to the Certificate Administrator writing or by e-mail to at ▇▇▇▇▇▇▇.▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇, ▇▇▇▇▇▇▇▇.▇.▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ and ▇▇▇▇▇▇▇▇▇▇▇▇-▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ (with a subject line referencing “BBCMS 2025-5C36” and setting forth the proposed Exchange Date) no later than three (3) seven Business Days before the proposed exchange date (the “Exchange Date”)date. The Exchange Date exchange date may be any Business Day other than from and including the first or 25th day of the month to the second to the last Business Day of the monthmonth subject to the Securities Administrator's approval. The notice must (i) be set forth on the applicable Certificateholder’s 's letterhead, (ii) carry a medallion stamp guarantee and (iii) set forth the following information: (x) the CUSIP number, outstanding number of Certificates to be exchanged; Certificate Principal Balance or current Notional Amount and Original Certificate Balance the original principal balance or Original Notional Amount notional amount of each proposed Surrendered Class and of each proposed Received Classthe Certificates to be exchanged; (y) the Certificateholder’s 's DTC participant number; and (z) the proposed Exchange Dateexchange date. After receiving the notice, the Securities Administrator shall e-mail the Certificateholder with wire payment instructions relating to the exchange fee (if any). The Securities Administrator will notify the Depositor of the proposed exchange, and the Depositor or an affiliate of the Depositor will apply for the CUSIP number for the exchanged certificate and notify upon receipt, the Securities Administrator of such CUSIP number. A notice shall become becomes irrevocable on the second seventh Business Day before the proposed Exchange Date.
(e) Upon the satisfaction of the conditions to an exchange described in this Section 5.11, the Certificate Administrator shall deliver Certificates of the applicable Received Classes to the requesting Certificateholderdate. The Certificate Administrator shall reduce the outstanding Certificate Balance(s) or Notional Amount(s) of the Surrendered Classes, and increase the outstanding Certificate Balance(s) or Notional Amount(s) of the Received Classes, on the Certificate Register. The Certificateholder and the Certificate Administrator shall utilize the “deposit and withdrawal system” at the Depository to effect the exchange.
(f) The Certificate Securities Administrator shall make the first distribution on Certificates of any Received Classes related to an Exchanged Certificate or an Exchangeable Certificate received in an exchange transaction on the Distribution Date occurring in the month following the month of exchange to date the Certificateholder becomes the Certificateholder of record as of the applicable Record Date for such certificates. Any Exchanged Certificates and Distribution Date. If an Exchange Date occurs in any month before the Distribution Date in such month, then any distributions to will be made on such Distribution Date on Certificates of any Surrendered Classes shall be so made entitled to the Certificateholders of record as of distributions received on the applicable Record Date for such Certificates and such Distribution Date. Neither the Certificate Administrator nor the Depositor shall have any obligation to ensure the availability in the market of the applicable Certificates to accomplish any exchangecorresponding Exchangeable Certificates.
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (Bear Stearns ALT-A Trust 2006-6), Pooling and Servicing Agreement (Bear Stearns ALT-A Trust 2006-7)
Exchangeable Certificates. (a) On the Closing Date, the Grantor Trust shall issue the several Classes of Exchangeable Certificates. Each Class of Exchangeable Certificates shall represent an undivided beneficial ownership interest in the Corresponding Exchangeable Upper-Tier Regular Interests in an amount equal to the Class Percentage Interest of such Class in each such Corresponding Exchangeable Upper-Tier Regular Interest. All amounts allocated to an Exchangeable Upper-Tier Regular Interest hereunder, including principal and interest payable thereon and reimbursement of previously allocated Realized Losses (with interest), shall be allocated to the Classes of Exchangeable Certificates representing an interest therein, in proportion to their Class Percentage Interests therein; provided, that the Exchangeable Certificates will be entitled to Prepayment Premiums and Yield Maintenance Charges as described in Section 4.01(e).
(b) Certificates of each Class of Exchangeable Certificates (each such Class, in connection with any exchange, an applicable “Surrendered Class”) may be exchanged on the books of DTC for Certificates of the corresponding Classes of Exchangeable Certificates set forth next to such Class in the table below (each, an applicable “Received Class”), and vice versa. The Denomination of each of the Received Classes of Certificates must be equal to the Denomination of each of the Surrendered Classes of Certificates. No fee shall be required with respect to any exchange of Exchangeable Certificates. Following any exchange of Certificates of one or more Surrendered Classes for Certificates of one or more Received Classes, the Class Percentage Interests in the Corresponding Exchangeable Upper-Tier Regular Interests that are represented by the Surrendered Classes (and consequently their related Certificate Balances or Notional Amounts) shall be decreased, and those of the Received Classes (and consequently their related Certificate Balances or Notional Amounts) shall be increased. The Certificate Administrator or Certificate Registrar, as applicable, shall (i) make the appropriate notation of such exchange on the Certificate Register and on the Book-Entry Certificate for each Class of Exchangeable Certificates involved in such exchange to reflect such reductions and increases and (ii) give appropriate instructions to the Depository to reflect such reductions and increases. For example, a Certificateholder holding Class C A-S Certificates with a Denomination of $23,772,000 67,248,000 may surrender Class C A-S Certificates with a Denomination of $23,772,000 33,624,000 (the Certificates of the applicable Surrendered Class) and receive in exchange Class C-1 A-S-1 Certificates with a Denomination of $11,886,000 33,624,000 and Class CA-S-X1 Certificates with a Denomination of $11,886,000 33,624,000 (collectively, the Certificates of the applicable Received Classes). In such event, (i) the Class Percentage Interest of the Class C A-S Certificates in each of the Class CA-S, Class CA-S-X1 and Class CA-S-X2 Upper-Tier Regular Interests would be reduced from 100% to 50%, (ii) the Class Percentage Interest of the Class C-1 A-S-1 Certificates in each of the Class C A-S and Class CA-S-X2 Upper-Tier Regular Interests would be increased from 0% to 50%, and (iii) the Class Percentage Interest of the Class CA-S-X1 Certificates in the Class CA-S-X1 Upper-Tier Regular Interest would be increased from 0% to 50%. Similarly a Certificateholder holding Class C-1 A-S-1 Certificates with a Denomination of $11,886,000 33,624,000 that seeks to surrender all such Certificates in exchange for Class C A-S Certificates will be required to surrender all such Certificates, as well as Class CA-S-X1 Certificates with a Denomination of $11,886,000 33,624,000 in order to accomplish such exchange. In such event (assuming no other Class C, Class C-1 and Class CA-X1 S Certificates are then outstanding), (i) the Class Percentage Interest of the Class C-1 A-S-1 Certificates in each of the Class C A-S and Class CA-S-X2 Upper-Tier Regular Interests would be reduced from 50% to 0%, (ii) the Class Percentage Interest of the Class CA-S-X1 Certificates in the Class CA-S-X1 Upper-Tier Regular Interest would be reduced from 50% to 0%, and (iii) the Class Percentage Interest of the Class C A-S Certificates in each of the Class CA-S, Class CA-S-X1 and Class CA-S-X2 Upper-Tier Regular Interests would be increased from 0% to 50%.
(c) The maximum Certificate Balance or Notional Amount of each Class of Class A-4 Exchangeable Certificates, Class A-5 Exchangeable Certificates, Class A-S Exchangeable Certificates, Class B Exchangeable Certificates or Class C Exchangeable Certificates that may be issued in an exchange is equal to the Certificate Balance of the Class A-4, Class A-5, Class A-S, Class B or Class C Upper-Tier Regular Interest and the maximum Certificate Balance or Notional Amount of each Class of Class D Exchangeable Certificates that may be issued in an exchange is equal to the Certificate Balance of the Class D Upper-Tier Regular Interest, respectively.
(d) In order to effect an exchange of Exchangeable Certificates, the Certificateholder shall deliver a notice substantially in the form of Exhibit UU TT to the Certificate Administrator by e-mail to ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ (with a subject line referencing “BBCMS MSBAM 2025-5C36C35” and setting forth the proposed Exchange Date) no later than three (3) Business Days before the proposed exchange date (the “Exchange Date”). The Exchange Date may be any Business Day other than the first or last Business Day of the month. The notice must (i) be set forth on the applicable Certificateholder’s letterhead, (ii) carry a medallion stamp guarantee and (iii) set forth the following information: (x) the CUSIP number, outstanding Certificate Balance or Notional Amount and Original Certificate Balance or Original Notional Amount of each proposed Surrendered Class and of each proposed Received Class; (y) the Certificateholder’s DTC participant number; and (z) the proposed Exchange Date. A notice shall become irrevocable on the second Business Day before the proposed Exchange Date.
(e) Upon the satisfaction of the conditions to an exchange described in this Section 5.11, the Certificate Administrator shall deliver Certificates of the applicable Received Classes to the requesting Certificateholder. The Certificate Administrator shall reduce the outstanding Certificate Balance(s) or Notional Amount(s) of the Surrendered Classes, and increase the outstanding Certificate Balance(s) or Notional Amount(s) of the Received Classes, on the Certificate Register. The Certificateholder and the Certificate Administrator shall utilize the “deposit and withdrawal system” at the Depository to effect the exchange.
(f) The Certificate Administrator shall make the first distribution on Certificates of any Received Classes related to an exchange on the Distribution Date in the month following the month of exchange to the Certificateholder of record as of the applicable Record Date for such Certificates and Distribution Date. If an Exchange Date occurs in any month before the Distribution Date in such month, then any distributions to be made on such Distribution Date on Certificates of any Surrendered Classes shall be so made to the Certificateholders of record as of the applicable Record Date for such Certificates and such Distribution Date. Neither the Certificate Administrator nor the Depositor shall have any obligation to ensure the availability in the market of the applicable Certificates to accomplish any exchange.
Appears in 2 contracts
Sources: Pooling and Servicing Agreement (Benchmark 2025-B41 Mortgage Trust), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2025-C35)
Exchangeable Certificates. (a) On Upon the Closing Datepresentation and surrender by any Holder of its Exchangeable Certificates in the appropriate combination as set forth on Schedule B, such Holder shall hereunder transfer, assign, set over and otherwise convey to the Grantor Trust shall issue the several Classes Trustee, all of such Holder's right, title and interest in and to such Exchangeable Certificates. Each Class of Exchangeable Certificates shall represent an undivided beneficial ownership interest in the Corresponding Exchangeable Upper-Tier Regular Interests in an amount equal to the Class Percentage Interest of such Class in each such Corresponding Exchangeable Upper-Tier Regular Interest. All amounts allocated to an Exchangeable Upper-Tier Regular Interest hereunder, including principal and all payments of interest payable thereon and reimbursement received after the month of previously allocated Realized Losses (with interest), shall be allocated to the Classes of Exchangeable Certificates representing an interest therein, in proportion to their Class Percentage Interests therein; provided, that the Exchangeable Certificates will be entitled to Prepayment Premiums and Yield Maintenance Charges as described in Section 4.01(e)exchange.
(b) Certificates of each Class The Trustee acknowledges the transfer and assignment of Exchangeable Certificates pursuant to the foregoing paragraph, and hereby declares that it will hold the same in trust for the Certificateholders on the terms in this Agreement contained.
(each such Class, in connection with any exchange, an applicable “Surrendered Class”c) may Exchangeable Certificates shall be exchanged exchangeable on the books of DTC for Exchanged Certificates, and Exchanged Certificates shall be exchangeable on the books of DTC for Exchangeable Certificates, on and after the Closing Date, by notice to the Trustee substantially in the forms of Exhibit H hereto and under the terms and conditions hereinafter set forth.
(d) In the case of each Combination Group, Certificates of the corresponding Classes of Exchangeable Certificates in such Combination Group shall be exchangeable for Certificates of the Class of Exchanged Certificates related to such Combination Group in respective denominations determined based on the proportion that the initial principal amounts of such Exchangeable Certificates bear to the original principal or notional amounts of the related Exchanged Certificates, as set forth next to in Schedule B. Upon any such Class in exchange the table below (each, an applicable “Received Class”), and vice versa. The Denomination of each portions of the Received Classes of Exchangeable Certificates must be equal to the Denomination of each of the Surrendered Classes of Certificates. No fee designated for exchange shall be required deemed cancelled and replaced by the Exchanged Certificate issued in exchange therefor. Correspondingly, except with respect to any the Partnership Certificates, Exchanged Certificates related to a Combination Group may be further designated for exchange of Exchangeable Certificates. Following any exchange of Certificates of one or more Surrendered Classes for Certificates of one the Exchangeable Classes in such Combination Group in respective denominations determined based on the proportion that the initial principal amounts of such Exchangeable Certificates bear to the original principal or more Received Classesnotional amounts of the related Exchanged Certificates, as set forth in Schedule B. Except with respect to exchanges of the Partnership Certificates, there shall be no limitation on the number of exchanges authorized pursuant to this Section 4.05. Exchanges for the Partnership Certificates pursuant to this Section 4.05 may only be made within six months from the Closing Date, after which no exchanges for any Partnership Certificates shall be permitted. Notwithstanding the foregoing, the Class Percentage Interests in Depositor may agree to extend the Corresponding Exchangeable Upper-Tier Regular Interests that are represented by period of time upon written notice to the Surrendered Classes (Trustee and consequently their related Certificate Balances or Notional Amounts) shall be decreased, and those with the written consent of the Received Classes (and consequently their related Certificate Balances or Notional Amounts) shall be increasedrequesting Holder to exchange for Partnership Certificates. The Certificate Administrator or Certificate Registrar, as applicable, shall (i) make the appropriate notation of such exchange on the Certificate Register and on the Book-Entry Certificate Partnership Certificates may not be exchanged for each Class of Exchangeable Certificates involved in such exchange to reflect such reductions and increases and (ii) give appropriate instructions to the Depository to reflect such reductions and increases. For example, a Certificateholder holding Class C Certificates with a Denomination of $23,772,000 may surrender Class C Certificates with a Denomination of $23,772,000 (the Certificates of the applicable Surrendered Class) and receive in exchange Class C-1 Certificates with a Denomination of $11,886,000 and Class C-X1 Certificates with a Denomination of $11,886,000 (collectively, the Certificates of the applicable Received Classes). In such event, (i) the Class Percentage Interest of the Class C Certificates in each of the Class C, Class C-X1 and Class C-X2 Upper-Tier Regular Interests would be reduced from 100% to 50%, (ii) the Class Percentage Interest of the Class C-1 Certificates in each of the Class C and Class C-X2 Upper-Tier Regular Interests would be increased from 0% to 50%, and (iii) the Class Percentage Interest of the Class C-X1 Certificates related Exchangeable Classes in the Class C-X1 Upper-Tier Regular Interest would be increased from 0% to 50%. Similarly a Certificateholder holding Class C-1 Certificates with a Denomination of $11,886,000 that seeks to surrender all such Certificates in exchange for Class C Certificates will be required to surrender all such Certificates, as well as Class C-X1 Certificates with a Denomination of $11,886,000 in order to accomplish such exchange. In such event (assuming no other Class C, Class C-1 and Class C-X1 Certificates are then outstanding), (i) the Class Percentage Interest of the Class C-1 Certificates in each of the Class C and Class C-X2 Upper-Tier Regular Interests would be reduced from 50% to 0%, (ii) the Class Percentage Interest of the Class C-X1 Certificates in the Class C-X1 Upper-Tier Regular Interest would be reduced from 50% to 0%, and (iii) the Class Percentage Interest of the Class C Certificates in each of the Class C, Class C-X1 and Class C-X2 Upper-Tier Regular Interests would be increased from 0% to 50%related Combination Group.
(c) The maximum Certificate Balance or Notional Amount of each Class of Class C Exchangeable Certificates that may be issued in an exchange is equal to the Certificate Balance of the Class C Upper-Tier Regular Interest and the maximum Certificate Balance or Notional Amount of each Class of Class D Exchangeable Certificates that may be issued in an exchange is equal to the Certificate Balance of the Class D Upper-Tier Regular Interest.
(de) In order to effect an exchange of Exchangeable Certificates, the Certificateholder shall deliver a notice substantially in notify the form of Exhibit UU to the Certificate Administrator Trustee by e-mail to at william.augustin@wellsfargo.com, michelle.y.treadwell@wellsfargo.com and gctsspgteamb-2@wellsfargo.com no later than ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇e ▇▇▇▇▇▇▇▇▇@▇ ▇▇▇▇▇▇▇▇ d▇▇▇. ▇▇▇ ▇▇▇▇ange ▇▇▇▇ ▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇.▇▇ ▇▇▇ (with a subject line referencing “BBCMS 2025-5C36” from and setting forth including the proposed Exchange Date) no later than three (3) Business Days before 25th day of the proposed exchange date (month to the “Exchange Date”). The Exchange Date may be any Business Day other than second to the first or last Business Day of the monthmonth subject to the Trustee's approval. The notice must (i) be set forth on the applicable Certificateholder’s 's letterhead, (ii) carry a medallion stamp signature guarantee and (iii) set forth the following information: (x) the CUSIP numbernumber of both Certificates to be exchanged and Certificates to be received, outstanding Certificate Balance or Notional Amount principal amount and/or notional amount and Original Certificate Balance or Original Notional Amount the original principal amount and/or notional amount of each proposed Surrendered Class and of each proposed Received Classthe Certificates to be exchanged; (y) the Certificateholder’s 's DTC participant number; and (z) the proposed Exchange Dateexchange date. After receiving the notice, the Trustee shall e-mail the Certificateholder with wire payment instructions relating to the exchange fee. The Trustee will utilize the Deposit and Withdrawal System at DTC to exchange the certificates. A notice shall become becomes irrevocable on the second seventh Business Day before the proposed Exchange Date.
(e) Upon the satisfaction of the conditions to an exchange described in this Section 5.11, the Certificate Administrator shall deliver Certificates of the applicable Received Classes to the requesting Certificateholder. The Certificate Administrator shall reduce the outstanding Certificate Balance(s) or Notional Amount(s) of the Surrendered Classes, and increase the outstanding Certificate Balance(s) or Notional Amount(s) of the Received Classes, on the Certificate Register. The Certificateholder and the Certificate Administrator shall utilize the “deposit and withdrawal system” at the Depository to effect the exchangedate.
(f) Notwithstanding any other provision herein set forth, a fee shall be payable by Bear, Stearns to the Trustee in connection with each exchange equal to $5,000. To the extent the Partnership Certificates a▇▇ ▇▇▇▇ed, a fee shall be payable by Bear, Stearns to the Group V Exchange Trust Trustee in connection with partnership tax reporting for the Group V Certificate▇ ▇▇ ▇▇ amount equal to $15,000.
(g) The Certificate Administrator Group V Exchange Trust shall be established and maintained by the Group V Exchange Trust Trustee hereunder for the purpose of any exchange involving the issuance of Partnership Certificates. The Trustee shall notify the Group V Exchange Trust Trustee of any such proposed exchange, and the Group V Exchange Trust Trustee shall deposit the related Class V-A-1 Certificates into the Group V Exchange Trust and issue the corresponding Partnership Certificates, which shall represent an ownership interest in the Group V Exchange Trust.
(h) The Trustee or the Group V Exchange Trust Trustee, as applicable, shall make the first distribution on Certificates of any Received Classes related to an Exchanged Certificate or an Exchangeable Certificate received in an exchange transaction on the Distribution Date in the following month following the month of exchange to the Certificateholder of record as of the applicable Record Date close of business on the last day of the month of the exchange.
(i) Any Holder of a Class V-A-1 Certificate that exchanges its Certificate for such Partnership Certificates and Distribution Date. If an shall agree, as specified in Exhibit H, to provide written notice to the Group V Exchange Date occurs in any month before the Distribution Date in such month, then any distributions to be made on such Distribution Date on Certificates Trust Trustee of any Surrendered Classes shall be so made to the Certificateholders transfer of record as such Partnership Certificates (other than a transfer of the applicable Record Date for all such Certificates and such Distribution Date. Neither the Certificate Administrator nor the Depositor shall have any obligation to ensure the availability in the market of the applicable Partnership Certificates to accomplish any exchangea single person for federal income tax purposes).
Appears in 2 contracts
Sources: Pooling Agreement (Bear Stearns Structured Products Inc. Trust 2007-R8), Pooling Agreement (Bear Stearns Structured Products Inc. Trust 2007-R8)
Exchangeable Certificates. (a) On the Closing Date, the Grantor Trust shall issue the several Classes of Exchangeable Certificates. Each Class of The Exchangeable Certificates and Exchanged Certificates authorized by this Agreement shall represent an undivided beneficial ownership interest in the Corresponding Exchangeable Upper-Tier Regular Interests in an amount equal to the Class Percentage Interest consist of such Class in each such Corresponding Exchangeable Upper-Tier Regular Interest. All amounts allocated to an Exchangeable Upper-Tier Regular Interest hereunder, including principal and interest payable thereon and reimbursement of previously allocated Realized Losses (with interest), shall be allocated to the Classes of Exchangeable Certificates representing an interest therein, in proportion to their Class Percentage Interests therein; provided, that the Exchangeable Certificates will be entitled to Prepayment Premiums and Yield Maintenance Charges the Exchanged Certificates having the characteristics specified or determined as described in Section 4.01(e)Exhibit Six, and otherwise shall be subject to the terms and provisions set forth herein.
(b) Certificates of each Class of The Exchangeable Certificates (each such Classand the Exchanged Certificates, in connection with any exchangeas applicable, an applicable “Surrendered Class”) may shall be exchanged exchangeable on the books of DTC for the Exchanged Certificates of the corresponding Classes of Exchangeable Certificates set forth next to such Class in the table below (each, an applicable “Received Class”), and vice versa. The Denomination of each of the Received Classes of Certificates must be equal to the Denomination of each of the Surrendered Classes of Certificates. No fee shall be required with respect to any exchange of or Exchangeable Certificates. Following any exchange of Certificates of one or more Surrendered Classes for Certificates of one or more Received Classes, the Class Percentage Interests in the Corresponding Exchangeable Upper-Tier Regular Interests that are represented by the Surrendered Classes (and consequently their related Certificate Balances or Notional Amounts) shall be decreased, and those of the Received Classes (and consequently their related Certificate Balances or Notional Amounts) shall be increased. The Certificate Administrator or Certificate Registrar, as applicable, on and after the Closing Date, by notice to the Trustee and Master Servicer substantially in the form of Exhibit Eight 8 hereto or, under the terms and conditions set forth and otherwise in accordance with the procedures specified hereunder. In the case of each Combination Group, the Exchangeable Certificates shall (i) make the appropriate notation of be exchangeable for Exchanged Certificates related to such exchange Combination Group in respective denominations determined based on the Certificate Register and on the Book-Entry Certificate for each Class of Exchangeable Certificates involved in such exchange to reflect such reductions and increases and (ii) give appropriate instructions to the Depository to reflect such reductions and increases. For example, a Certificateholder holding Class C Certificates with a Denomination of $23,772,000 may surrender Class C Certificates with a Denomination of $23,772,000 (the Certificates of the applicable Surrendered Class) and receive in exchange Class C-1 Certificates with a Denomination of $11,886,000 and Class C-X1 Certificates with a Denomination of $11,886,000 (collectively, the Certificates of the applicable Received Classes). In such event, (i) the Class Percentage Interest of the Class C initial Certificate Principal Balances of the Exchangeable Certificates. All Exchangeable Certificates in any Combination Group shall be exchanged only in the same Percentage Interest and each of the Class Crelated Exchanged Certificates shall be issued in exchange therefore in the same Percentage Interests. Upon any such exchange, Class C-X1 the portions of the Exchangeable Certificates designated for exchange shall be deemed exchanged and Class C-X2 Upper-Tier Regular Interests would replaced by the Exchanged Certificates issued in exchange therefor. Correspondingly, Exchanged Certificates related to a Combination Group may be reduced from 100% further designated for exchange for the Exchangeable Certificates related to 50%, (ii) a Combination Group in respective denominations determined based on the Class Percentage Interest of the initial Certificate Principal Balances of such Exchanged Certificates. If, as a result of a proposed exchange, a Certificateholder would hold an Exchanged Certificate or an Exchangeable Certificate of a Class C-1 Certificates in each an amount less than the applicable minimum denomination for the Class, the Certificateholder will be unable to effect the proposed exchange. There shall be no limitation on the number of the Class C and Class C-X2 Upper-Tier Regular Interests would be increased from 0% exchanges authorized pursuant to 50%this Section 5.07, and (iii) the Class Percentage Interest of the Class C-X1 Certificates and, except as provided in the Class C-X1 Upper-Tier Regular Interest would second following paragraph, no fee or other charge shall be increased from 0% to 50%. Similarly a Certificateholder holding Class C-1 Certificates with a Denomination of $11,886,000 that seeks to surrender all such Certificates in exchange for Class C Certificates will be required to surrender all such Certificates, as well as Class C-X1 Certificates with a Denomination of $11,886,000 in order to accomplish such exchange. In such event (assuming no other Class C, Class C-1 and Class C-X1 Certificates are then outstanding), (i) the Class Percentage Interest of the Class C-1 Certificates in each of the Class C and Class C-X2 Upper-Tier Regular Interests would be reduced from 50% to 0%, (ii) the Class Percentage Interest of the Class C-X1 Certificates in the Class C-X1 Upper-Tier Regular Interest would be reduced from 50% to 0%, and (iii) the Class Percentage Interest of the Class C Certificates in each of the Class C, Class C-X1 and Class C-X2 Upper-Tier Regular Interests would be increased from 0% to 50%.
(c) The maximum Certificate Balance or Notional Amount of each Class of Class C Exchangeable Certificates that may be issued in an exchange is equal payable to the Certificate Balance of the Class C Upper-Tier Regular Interest and the maximum Certificate Balance Trustee or Notional Amount of each Class of Class D Exchangeable Certificates that may be issued DTC in an exchange is equal to the Certificate Balance of the Class D Upper-Tier Regular Interest.
(d) connection therewith. In order to effect an exchange of Exchangeable Certificates, the Certificateholder shall deliver a notice substantially notify the Trustee and the Master Servicer in the form of Exhibit UU to the Certificate Administrator writing (including by e-mail to email at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇.▇▇▇ and ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇▇▇▇.▇▇▇ (), and in accordance with a subject line referencing “BBCMS 2025-5C36” the requirements set forth herein, no earlier than the first calendar day of each month and setting forth the proposed Exchange Date) no later than three (3) Business Days before prior to the proposed exchange date (the “Exchange Date”)date. The Exchange Date may exchange date will be subject to the Trustee's approval but it can generally be any Business Day other than the first or and last Business Day Days of the monthmonth and subject to the preceding sentence. The notice must (i) be set forth on the applicable Certificateholder’s 's letterhead, (ii) carry a medallion stamp guarantee and (iii) set forth the following information: (xi) the CUSIP number, number of each Certificate or Certificates (as applicable) to be exchanged and Certificate or Certificates (as applicable) to be received; (ii) the outstanding Certificate Principal Balance or and/or Notional Amount and Original the initial Certificate Principal Balance or Original and/or Notional Amount of each proposed Surrendered Class and of each proposed Received Classthe Certificates to be exchanged; (yiii) the DTC participant numbers to be debited and credited; (iv) the proposed exchange date; and (v) the Certificateholder’s 's email address. After receiving the notice, the Trustee shall e-mail to the certificateholder wire payment instructions relating to the exchange fee. The Trustee will utilize the Deposit and Withdrawal System at DTC participant number; and (z) to exchange the proposed Exchange DateCertificates. A notice shall become becomes irrevocable on the second Business Day before the proposed Exchange Date.
(e) Upon the satisfaction of the conditions to an exchange described in this Section 5.11date. Notwithstanding any other provision herein set forth, the Certificate Administrator a fee shall deliver Certificates of the applicable Received Classes be payable to the requesting CertificateholderTrustee in connection with each exchange equal to $10,000. Such fee must be received by the Trustee prior to the exchange date or such exchange shall not be effected. The Certificate Administrator shall reduce the outstanding Certificate Balance(s) or Notional Amount(s) of the Surrendered Classes, and increase the outstanding Certificate Balance(s) or Notional Amount(s) of the Received Classes, on the Certificate Register. The Certificateholder and the Certificate Administrator shall utilize the “deposit and withdrawal system” at the Depository to effect the exchange.
(f) The Certificate Administrator Trustee shall make the first distribution on Certificates of any Received Classes related to an Exchangeable Certificate or an Exchanged Certificate received in an exchange transaction on the Distribution Date in the following month following the month of exchange to the Certificateholder of record as of the applicable Record Date for such Certificates and Distribution Date. If an Exchange Date occurs in any month before the Distribution Date in such month, then any distributions related to be made on such Distribution Date on Certificates of any Surrendered Classes shall be so made to the Certificateholders of record as of the applicable Record Date for such Certificates and such Distribution Date. Neither the Certificate Administrator nor the Depositor shall have any obligation to ensure the availability in the market of the applicable Certificates to accomplish any exchange.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (RALI Series 2007-Qs6 Trust)
Exchangeable Certificates. (a) On Upon the Closing Date, the Grantor Trust shall issue the several Classes presentation and surrender by any Certificateholder of Exchangeable Certificates. Each Class of its Exchangeable Certificates or Exchanged Certificates, as applicable, in the appropriate combination as set forth on Exhibit Five, such Certificateholder shall represent an undivided beneficial ownership hereunder transfer, assign, set over and otherwise convey to the Trustee, all of such Certificateholder's right, title and interest in the Corresponding and to such Exchangeable Upper-Tier Regular Interests Certificates or Exchanged Certificates, as applicable. The Exchangeable and Exchanged Certificates shall be transferred in an amount equal uncertificated form to the Class Percentage Interest Senior Underwriter pursuant to Section 3 of such Class the Senior Underwriting Agreement. The Exchangeable or Exchanged Certificates in each such Corresponding Exchangeable Upper-Tier Regular Interest. All amounts allocated to which the Senior Underwriter does not take an Exchangeable Upper-Tier Regular Interest hereunder, including principal and interest payable thereon and reimbursement initial position in on the books of previously allocated Realized Losses (with interest), DTC shall be allocated transferred by the Senior Underwriter to the Classes Trustee to be held in trust. Deutsche Bank Trust Company Americas, acting in its capacity as Trustee, acknowledges (i) the transfer and assignment to it of the uncertificated Exchangeable Certificates representing an interest thereinor Exchanged Certificates, as applicable, pursuant to this Section 5.07 and Section 3 of the Senior Underwriting Agreement and (ii) any transfer and assignment of uncertificated Exchangeable or Exchanged Certificates, as applicable, pursuant to the foregoing paragraph, and hereby declares that it will hold the same in proportion to their Class Percentage Interests therein; provided, that trust for the Exchangeable Certificates will be entitled to Prepayment Premiums and Yield Maintenance Charges as described Certificateholders on the terms contained in Section 4.01(e)this Agreement.
(b) Certificates of each Class of The Exchangeable Certificates and Exchanged Certificates authorized by this Agreement shall have the characteristics specified or determined as set forth in Exhibit Five, and otherwise shall be subject to the terms and provisions set forth herein.
(each such Classc) The Exchangeable Certificates and the Exchanged Certificates, in connection with any exchangeas applicable, an applicable “Surrendered Class”) may shall be exchanged exchangeable on the books of DTC for the Exchanged Certificates of the corresponding Classes of Exchangeable Certificates set forth next to such Class in the table below (each, an applicable “Received Class”), and vice versa. The Denomination of each of the Received Classes of Certificates must be equal to the Denomination of each of the Surrendered Classes of Certificates. No fee shall be required with respect to any exchange of or Exchangeable Certificates. Following any exchange of Certificates of one or more Surrendered Classes for Certificates of one or more Received Classes, the Class Percentage Interests in the Corresponding Exchangeable Upper-Tier Regular Interests that are represented by the Surrendered Classes (and consequently their related Certificate Balances or Notional Amounts) shall be decreased, and those of the Received Classes (and consequently their related Certificate Balances or Notional Amounts) shall be increased. The Certificate Administrator or Certificate Registrar, as applicable, on and after the Closing Date, in accordance with the terms and conditions set forth and otherwise in accordance with the procedures specified hereunder. In the case of each Combination Group, the Exchangeable Certificates shall (i) make be exchangeable for the appropriate notation of Exchanged Certificates related to such exchange Combination Group in respective denominations determined based on the proportion that the initial Certificate Register and on Principal Balances of the Book-Entry Certificate for each Class of Exchangeable Certificates involved in such exchange to reflect such reductions and increases and (ii) give appropriate instructions bear to the Depository to reflect such reductions and increases. For example, a Certificateholder holding Class C Certificates with a Denomination of $23,772,000 may surrender Class C Certificates with a Denomination of $23,772,000 (the Certificates original Certificate Principal Balance of the applicable Surrendered Class) and receive in exchange Class C-1 Certificates with a Denomination of $11,886,000 and Class C-X1 Certificates with a Denomination of $11,886,000 (collectively, the Certificates of the applicable Received Classes). In such event, (i) the Class Percentage Interest of the Class C Certificates in each of the Class C, Class C-X1 and Class C-X2 Upper-Tier Regular Interests would be reduced from 100% to 50%, (ii) the Class Percentage Interest of the Class C-1 Certificates in each of the Class C and Class C-X2 Upper-Tier Regular Interests would be increased from 0% to 50%, and (iii) the Class Percentage Interest of the Class C-X1 Certificates in the Class C-X1 Upper-Tier Regular Interest would be increased from 0% to 50%. Similarly a Certificateholder holding Class C-1 Certificates with a Denomination of $11,886,000 that seeks to surrender all such Certificates in exchange for Class C Certificates will be required to surrender all such related Exchanged Certificates, as well as Class C-X1 Certificates with a Denomination of $11,886,000 set forth in order to accomplish Exhibit Five. Upon any such exchange. In such event (assuming no other Class C, Class C-1 and Class C-X1 Certificates are then outstanding), (i) the Class Percentage Interest portions of the Class C-1 Exchangeable Certificates designated for exchange shall be deemed exchanged and replaced by the Exchanged Certificates issued in exchange therefore. Correspondingly, Exchanged Certificates related to a Combination Group may be further designated for exchange for the Exchangeable Certificates (or for other Exchanged Certificates, if applicable) related to a Combination Group in respective denominations determined based on the proportion that the initial Certificate Principal Balances of such Exchanged Certificates bear to the original Certificate Principal Balances of the Exchangeable Certificates or the related Exchanged Certificates, in each case, as set forth in Exhibit Five. There shall be no limitation on the number of the Class C and Class C-X2 Upper-Tier Regular Interests would exchanges authorized pursuant to this Section 5.07, and, except as provided below, no fee or other charge shall be reduced from 50% to 0%, (ii) the Class Percentage Interest of the Class C-X1 Certificates in the Class C-X1 Upper-Tier Regular Interest would be reduced from 50% to 0%, and (iii) the Class Percentage Interest of the Class C Certificates in each of the Class C, Class C-X1 and Class C-X2 Upper-Tier Regular Interests would be increased from 0% to 50%.
(c) The maximum Certificate Balance or Notional Amount of each Class of Class C Exchangeable Certificates that may be issued in an exchange is equal payable to the Certificate Balance of the Class C Upper-Tier Regular Interest and the maximum Certificate Balance Trustee or Notional Amount of each Class of Class D Exchangeable Certificates that may be issued DTC in an exchange is equal to the Certificate Balance of the Class D Upper-Tier Regular Interest.
(d) connection therewith. In order to effect an exchange of Exchangeable Certificates, the Certificateholder shall deliver a notice notify the Trustee and the Master Servicer in writing, substantially in the form of Exhibit UU to the Certificate Administrator S, (including by e-mail to at ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇.▇▇▇ and ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇▇▇▇.▇▇▇ (), and in accordance with a subject line referencing “BBCMS 2025-5C36” and setting the requirements set forth herein, no earlier than the first calendar day of the month of the proposed Exchange Date) exchange date and no later than three (3) Business Days before the proposed exchange date (the “Exchange Date”)date. The Exchange Date may exchange date will be subject to the Trustee's approval but it can generally be any Business Day other than the first or and last Business Day Days of the monthmonth and subject to the preceding sentence. The notice must (i) be set forth on the applicable Certificateholder’s 's letterhead, (ii) carry a medallion stamp guarantee and (iii) set forth the following information: (xi) the CUSIP number, number of each Certificate or Certificates (as applicable) to be exchanged and Certificate or Certificates (as applicable) to be received; (ii) the outstanding Certificate Principal Balance or and/or Notional Amount and Original the initial Certificate Principal Balance or Original and/or Notional Amount of each proposed Surrendered Class and of each proposed Received Classthe Certificates to be exchanged; (yiii) the Certificateholder’s DTC participant number; numbers to be debited and credited and (ziv) the proposed Exchange Dateexchange date. After receiving the notice, the Trustee will e-mail the certificateholder wire payment instructions relating to the exchange fee. The Trustee will utilize the Deposit and Withdrawal System at DTC to exchange the Certificates. A notice shall become becomes irrevocable on the second Business Day before the proposed Exchange Date.
(e) Upon the satisfaction of the conditions to an exchange described in this Section 5.11date. Notwithstanding any other provision herein set forth, the Certificate Administrator a fee shall deliver Certificates of the applicable Received Classes be payable to the requesting CertificateholderTrustee in connection with each exchange equal to $10,000. Such fee must be received by the Trustee prior to the exchange date or such exchange shall not be effected. The Certificate Administrator shall reduce the outstanding Certificate Balance(s) or Notional Amount(s) of the Surrendered Classes, and increase the outstanding Certificate Balance(s) or Notional Amount(s) of the Received Classes, on the Certificate Register. The Certificateholder and the Certificate Administrator shall utilize the “deposit and withdrawal system” at the Depository to effect the exchange.
(f) The Certificate Administrator Trustee shall make the first distribution on Certificates of any Received Classes related to an Exchangeable Certificate or an Exchanged Certificate received in an exchange transaction on the Distribution Date in the following month following the month of exchange to the Certificateholder of record as of the applicable Record Date for such Certificates and Distribution Date. If an Exchange Date occurs in any month before close of business on the Distribution Date in such month, then any distributions to be made on such Distribution Date on Certificates of any Surrendered Classes shall be so made to the Certificateholders of record as last day of the applicable Record Date for such Certificates and such Distribution Date. Neither the Certificate Administrator nor the Depositor shall have any obligation to ensure the availability in the market month of the applicable Certificates to accomplish any exchange.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (RFMSI Series 2007-S5 Trust)
Exchangeable Certificates. (a) On Upon the Closing Datepresentation and surrender by any Holder of its Exchangeable Certificates in the appropriate combination as set forth on Appendix 1, such Holder shall hereunder transfer, assign, set over and otherwise convey to the Grantor Trust shall issue the several Classes Securities Administrator, all of such Holder’s right, title and interest in and to such Exchangeable Certificates, including all payments of interest thereon received after the month of the exchange. Each Class The Securities Administrator acknowledges the transfer and assignment of Exchangeable Certificates shall represent an undivided beneficial ownership interest in the Corresponding Exchangeable Upper-Tier Regular Interests in an amount equal pursuant to the Class Percentage Interest of such Class foregoing paragraph, and hereby declares that it will hold the same in each such Corresponding Exchangeable Upper-Tier Regular Interest. All amounts allocated to an Exchangeable Upper-Tier Regular Interest hereunder, including principal and interest payable thereon and reimbursement of previously allocated Realized Losses (with interest), shall be allocated to trust for the Classes of Exchangeable Certificates representing an interest therein, Certificateholders on the terms in proportion to their Class Percentage Interests therein; provided, that the Exchangeable Certificates will be entitled to Prepayment Premiums and Yield Maintenance Charges as described in Section 4.01(e)this Agreement contained.
(b) Exchangeble Certificates of each Class of Exchangeable Certificates (each such Class, in connection with any exchange, an applicable “Surrendered Class”) may shall be exchanged exchangeable on the books of DTC for Exchanged Certificates, and Exchanged Certificates shall be exchangeable on the books of DTC for Exchangeable Certificates, on and after the Closing Date, by notice to the Securities Administrator substantially in the forms of Exhibit S hereto and under the terms and conditions hereinafter set forth. In the case of each Combination Group, Certificates of the corresponding Classes of Exchangeable Certificates set forth next to in such Class in the table below (each, an applicable “Received Class”), and vice versa. The Denomination of each of the Received Classes of Certificates must be equal to the Denomination of each of the Surrendered Classes of Certificates. No fee Combination Group shall be required with respect to any exchange of Exchangeable Certificates. Following any exchange of Certificates of one or more Surrendered Classes exchangeable for Certificates of one or more Received Classes, the Class Percentage Interests of Exchanged Certificates related to such Combination Group in respective denominations determined based on the Corresponding proportion that the initial principal or notional amounts of such Exchangeable Upper-Tier Regular Interests that are represented Certificates bear to the original principal or notional amounts of the related Exchanged Certificates, as set forth in Appendix 1. Upon any such exchange the portions of the Exchangeable Certificates designated for exchange shall be deemed cancelled and replaced by the Surrendered Classes (and consequently their Exchanged Certificate issued in exchange therefor. Correspondingly, Exchanged Certificates related Certificate Balances or Notional Amounts) shall to a Combination Group may be decreased, and those of the Received Classes (and consequently their related Certificate Balances or Notional Amounts) shall be increased. The Certificate Administrator or Certificate Registrar, as applicable, shall (i) make the appropriate notation of such further designated for exchange on the Certificate Register and on the Book-Entry Certificate for each Class of Exchangeable Certificates involved in such exchange to reflect such reductions and increases and (ii) give appropriate instructions to the Depository to reflect such reductions and increases. For example, a Certificateholder holding Class C Certificates with a Denomination of $23,772,000 may surrender Class C Certificates with a Denomination of $23,772,000 (the Certificates of the applicable Surrendered Class) and receive Exchangeable Classes in exchange Class C-1 such Combination Group in respective denominations determined based on the proportion that the initial principal or notional amounts of such Exchangeable Certificates with a Denomination of $11,886,000 and Class C-X1 Certificates with a Denomination of $11,886,000 (collectively, bear to the Certificates original principal or notional amounts of the applicable Received Classes). In such event, (i) the Class Percentage Interest of the Class C Certificates in each of the Class C, Class C-X1 and Class C-X2 Upper-Tier Regular Interests would be reduced from 100% to 50%, (ii) the Class Percentage Interest of the Class C-1 Certificates in each of the Class C and Class C-X2 Upper-Tier Regular Interests would be increased from 0% to 50%, and (iii) the Class Percentage Interest of the Class C-X1 Certificates in the Class C-X1 Upper-Tier Regular Interest would be increased from 0% to 50%. Similarly a Certificateholder holding Class C-1 Certificates with a Denomination of $11,886,000 that seeks to surrender all such Certificates in exchange for Class C Certificates will be required to surrender all such related Exchanged Certificates, as well as Class C-X1 Certificates with a Denomination set forth in Appendix 1. There shall be no limitation on the number of $11,886,000 in order exchanges authorized pursuant to accomplish such exchangethis Section 5.09. In such event (assuming no other Class C, Class C-1 and Class C-X1 Certificates are then outstanding), (i) the Class Percentage Interest of the Class C-1 Certificates in each of the Class C and Class C-X2 Upper-Tier Regular Interests would be reduced from 50% to 0%, (ii) the Class Percentage Interest of the Class C-X1 Certificates in the Class C-X1 Upper-Tier Regular Interest would be reduced from 50% to 0%, and (iii) the Class Percentage Interest of the Class C Certificates in each of the Class C, Class C-X1 and Class C-X2 Upper-Tier Regular Interests would be increased from 0% to 50%.
(c) The maximum Certificate Balance or Notional Amount of each Class of Class C Exchangeable Certificates that may be issued in an exchange is equal to the Certificate Balance of the Class C Upper-Tier Regular Interest and the maximum Certificate Balance or Notional Amount of each Class of Class D Exchangeable Certificates that may be issued in an exchange is equal to the Certificate Balance of the Class D Upper-Tier Regular Interest.
(d) In order to effect an exchange of Exchangeable Certificates, the Certificateholder shall deliver a notice substantially notify the Securities Administrator in the form of Exhibit UU to the Certificate Administrator writing or by e-mail to ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇at William.Augustin@wellsfargo.com, Michelle.Y.Treadwell@wellsfargo.com and GCTSSPGTEAMB-2@wells▇▇▇▇▇.▇▇▇ (with a subject line referencing “BBCMS 2025-5C36” and setting forth the proposed Exchange Date) no later than three (3) Business Days before the proposed exchange date (the “Exchange Date”)▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Bu▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇h▇ ▇▇▇▇▇▇▇▇ ▇▇change ▇▇▇▇. The Exchange Date may ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ be any Business Day other than from and including the first or 25th day of the month to the second to the last Business Day of the monthmonth subject to the Securities Administrator’s approval. The notice must (i) be set forth on the applicable Certificateholder’s letterhead, (ii) carry a medallion stamp guarantee and (iii) set forth the following information: (x) the CUSIP number, outstanding number of both Certificates to be exchanged and Certificates to be received; Certificate Principal Balance or current Notional Amount and Original Certificate Balance the original principal balance or Original Notional Amount notional amount of each proposed Surrendered Class and of each proposed Received Classthe Certificates to be exchanged; (y) the Certificateholder’s DTC participant number; and (z) the proposed Exchange Dateexchange date. After receiving the notice, the Securities Administrator shall e-mail the Certificateholder with wire payment instructions relating to the exchange fee (if any). The Securities Administrator will notify the Depositor of the proposed exchange, and the Depositor or an affiliate of the Depositor will apply for the CUSIP number for the exchanged certificate. A notice shall become becomes irrevocable on the second seventh Business Day before the proposed Exchange Date.
(e) Upon the satisfaction of the conditions to an exchange described in this Section 5.11, the Certificate Administrator shall deliver Certificates of the applicable Received Classes to the requesting Certificateholderdate. The Certificate Administrator shall reduce the outstanding Certificate Balance(s) or Notional Amount(s) of the Surrendered Classes, and increase the outstanding Certificate Balance(s) or Notional Amount(s) of the Received Classes, on the Certificate Register. The Certificateholder and the Certificate Administrator shall utilize the “deposit and withdrawal system” at the Depository to effect the exchange.
(f) The Certificate Securities Administrator shall make the first distribution on Certificates of any Received Classes related to an Exchanged Certificate or an Exchangeable Certificate received in an exchange transaction on the Distribution Date occurring in the month following the month of exchange to date the Certificateholder becomes the Certificateholder of record as of the applicable Record Date for such certificates. Any Exchanged Certificates and Distribution Date. If an Exchange Date occurs in any month before the Distribution Date in such month, then any distributions to will be made on such Distribution Date on Certificates of any Surrendered Classes shall be so made entitled to the Certificateholders of record as of distributions received on the applicable Record Date for such Certificates and such Distribution Date. Neither the Certificate Administrator nor the Depositor shall have any obligation to ensure the availability in the market of the applicable Certificates to accomplish any exchangecorresponding Exchangeable Certificates.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Bear Stearns ALT-A Trust 2006-6)
Exchangeable Certificates. (a) On the Closing Date, the Grantor Trust shall issue the several Classes of Exchangeable Certificates. Each Class of The Initial Exchangeable Certificates and Exchangeable Certificates authorized by this Agreement shall represent an undivided beneficial ownership interest in consist of the Corresponding Initial Exchangeable Upper-Tier Regular Interests in an amount equal Certificates and Exchangeable Certificates having the characteristics specified or determined as described herein, and otherwise shall be subject to the Class Percentage Interest of such Class in each such Corresponding Exchangeable Upper-Tier Regular Interest. All amounts allocated to an Exchangeable Upper-Tier Regular Interest hereunder, including principal terms and interest payable thereon and reimbursement of previously allocated Realized Losses (with interest), shall be allocated to the Classes of Exchangeable Certificates representing an interest therein, in proportion to their Class Percentage Interests therein; provided, that the Exchangeable Certificates will be entitled to Prepayment Premiums and Yield Maintenance Charges as described in Section 4.01(e)provisions set forth herein.
(b) Certificates of each Class of The Initial Exchangeable Certificates (each such Class, in connection with any exchange, an applicable “Surrendered Class”) may be exchanged on the books of DTC for Certificates of the corresponding Classes of Exchangeable Certificates set forth next to such Class in the table below (each, an applicable “Received Class”), and vice versa. The Denomination of each of the Received Classes of Certificates must be equal to the Denomination of each of the Surrendered Classes of Certificates. No fee shall be required with respect to any exchange of Exchangeable Certificates. Following any exchange of Certificates of one or more Surrendered Classes for Certificates of one or more Received Classes, the Class Percentage Interests in the Corresponding Exchangeable Upper-Tier Regular Interests that are represented by the Surrendered Classes (and consequently their related Certificate Balances or Notional Amounts) shall be decreased, and those of the Received Classes (and consequently their related Certificate Balances or Notional Amounts) shall be increased. The Certificate Administrator or Certificate Registrar, as applicable, shall (i) make the appropriate notation of such exchange be exchangeable on the Certificate Register and on books of the Book-Entry Certificate Clearing Agency for each Class of the Initial Exchangeable Certificates involved in such exchange to reflect such reductions and increases and (ii) give appropriate instructions to the Depository to reflect such reductions and increases. For example, a Certificateholder holding Class C Certificates with a Denomination of $23,772,000 may surrender Class C Certificates with a Denomination of $23,772,000 (the Certificates of the applicable Surrendered Class) and receive in exchange Class C-1 Certificates with a Denomination of $11,886,000 and Class C-X1 Certificates with a Denomination of $11,886,000 (collectively, the Certificates of the applicable Received Classes). In such event, (i) the Class Percentage Interest of the Class C Certificates in each of the Class C, Class C-X1 and Class C-X2 Upper-Tier Regular Interests would be reduced from 100% to 50%, (ii) the Class Percentage Interest of the Class C-1 Certificates in each of the Class C and Class C-X2 Upper-Tier Regular Interests would be increased from 0% to 50%, and (iii) the Class Percentage Interest of the Class C-X1 Certificates in the Class C-X1 Upper-Tier Regular Interest would be increased from 0% to 50%. Similarly a Certificateholder holding Class C-1 Certificates with a Denomination of $11,886,000 that seeks to surrender all such Certificates in exchange for Class C Certificates will be required to surrender all such Exchangeable Certificates, as well as Class C-X1 Certificates applicable, in the combinations specified on Exhibit J, on and after the Closing Date, by notice to the Securities Administrator substantially in the form of Exhibit K hereto and in accordance with a Denomination of $11,886,000 in order to accomplish such exchangethe procedures specified hereunder. In such event (assuming no other Class COn each Distribution Date, Class C-1 the Securities Administrator shall increase or reduce the Certificate Principal Amounts and Class C-X1 Certificates are then outstanding), (i) the Class Percentage Interest Notional Amounts of the Class C-1 Initial Exchangeable Certificates and the Exchangeable Certificates in each accordance with the payment priorities set forth in Section 5.02 and allocation of Realized Losses and Certificate Writedown Amounts as set forth in Section 5.03 based on the Class C and Class C-X2 Upper-Tier Regular Interests would then outstanding Certificate Principal Amounts of such Classes. There shall be reduced from 50% no limitation on the number of exchanges authorized pursuant to 0%this Section 3.10, (ii) the Class Percentage Interest of the Class C-X1 Certificates and, except as provided in the Class C-X1 Upper-Tier Regular Interest would third following paragraph, no fee or other charge shall be reduced from 50% payable to 0%, and (iii) the Class Percentage Interest of Securities Administrator or the Class C Certificates Clearing Agency in each of the Class C, Class C-X1 and Class C-X2 Upper-Tier Regular Interests would be increased from 0% to 50%.
(c) connection therewith. The maximum Certificate Balance or Principal Amount and Notional Amount of each Class of Class C the Initial Exchangeable Certificates that may be issued in an exchange is equal to the Certificate Balance of the Class C Upper-Tier Regular Interest and the maximum Certificate Balance or Notional Amount of each Class of Class D Exchangeable Certificates that may shall be issued as described in an exchange is equal the Preliminary Statement to the Certificate Balance of the Class D Upper-Tier Regular Interest.
(d) this Agreement. In order to effect an exchange of Exchangeable Certificates, the Certificateholder shall deliver a notice substantially in notify the form of Exhibit UU to the Certificate Securities Administrator by e-mail to ▇▇email at “c▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇.▇▇▇ (with a subject line referencing “BBCMS 2025-5C36” and setting forth no later than three Business Days prior to the proposed Exchange Date) no later than three (3) . A notice becomes irrevocable on the second Business Days Day before the proposed exchange date (the Exchange Date. The “Exchange Date”). The Exchange Date may ” can be any Business Day other than the first or last Business Day of the monthmonth and the related Record Date, subject to the Securities Administrator's approval. The notice must (i) be set forth on the applicable Certificateholder’s 's letterhead, (ii) carry a medallion stamp guarantee and (iii) set forth the following information: (xi) the CUSIP number, number of each Certificate or Certificates (as applicable) to be exchanged and Certificate or Certificates (as applicable) to be received; (ii) the outstanding Certificate Balance or Principal Amounts and, if applicable, Notional Amount and Original Certificate Balance or Original Notional Amount Amounts of each proposed Surrendered Class and of each proposed Received Classthe Certificates to be exchanged; (yiii) the CertificateholderClearing Agency’s DTC participant numbernumbers to be debited and credited; and (ziv) the proposed Exchange Date; and (v) the Certificateholder’s email address. A After receiving the notice, the Securities Administrator shall e-mail to the Certificateholder wire payment instructions relating to the Exchange Fee. The Certificateholder will utilize the Deposit and Withdrawal at Custodian System at the Clearing Agency to exchange the Certificates. The Initial Exchangeable Certificate and Exchangeable Certificates to be exchanged must be in the correct Certificate Principal Amounts and Notional Amounts, as applicable, set forth on Exhibit J. The Securities Administrator shall verify the proposed Certificate Principal Amounts and Notional Amounts to ensure that the principal and interest entitlements of the Certificates received equal the entitlements of the Certificates surrendered. If there is an error, the exchange will not occur until such error is corrected. Unless rejected for error, the notice shall of exchange will become irrevocable on the second Business Day before the proposed Exchange Date.
(e) Upon the satisfaction . The preparation of the conditions all Certificates referred to an exchange described in this Section 5.113.10 in connection with an exchange shall be at the expense of the parties thereto. For each exchange, the Certificate Administrator shall deliver Certificates Certificateholder of the applicable Received Classes related Certificate shall pay to the requesting CertificateholderSecurities Administrator in connection with each exchange a fee (the “Exchange Fee”) equal to $5,000. The Certificate Such Exchange Fee must be received by the Securities Administrator prior to the Exchange Date or such exchange shall reduce the outstanding Certificate Balance(s) or Notional Amount(s) of the Surrendered Classes, and increase the outstanding Certificate Balance(s) or Notional Amount(s) of the Received Classes, on the Certificate Registernot be effected. The Certificateholder and the Certificate Administrator shall utilize the “deposit and withdrawal system” at the Depository wishing to effect such exchange must pay any other expenses related to such exchange, including but not limited to any fees charged by the exchange.
(f) Clearing Agency. The Certificate Securities Administrator shall make the first distribution on Certificates of any Received Classes related to an Initial Exchangeable Certificate or an Exchangeable Certificate received in an exchange transaction on the Distribution Date in the following month following the month of exchange to the Certificateholder of record as of the applicable Record Date for such Certificates and Distribution Date. If an Exchange Date occurs in any month before the Distribution Date in such month, then any distributions related to be made on such Distribution Date on Certificates of any Surrendered Classes shall be so made to the Certificateholders of record as of the applicable Record Date for such Certificates and such Distribution Date. Neither the Certificate Administrator nor the Depositor shall have any obligation to ensure the availability in the market of the applicable Certificates to accomplish any exchange.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Five Oaks Investment Corp.)
Exchangeable Certificates. (a) On the Closing Date, the Grantor Trust shall issue the several Classes of Exchangeable Certificates. Each Class of The Exchangeable Certificates and Exchanged Certificates authorized by this Agreement shall represent an undivided beneficial ownership interest in the Corresponding Exchangeable Upper-Tier Regular Interests in an amount equal to the Class Percentage Interest consist of such Class in each such Corresponding Exchangeable Upper-Tier Regular Interest. All amounts allocated to an Exchangeable Upper-Tier Regular Interest hereunder, including principal and interest payable thereon and reimbursement of previously allocated Realized Losses (with interest), shall be allocated to the Classes of Exchangeable Certificates representing an interest therein, in proportion to their Class Percentage Interests therein; provided, that the Exchangeable Certificates will be entitled to Prepayment Premiums and Yield Maintenance Charges Exchanged Certificates having the characteristics specified or determined as described in Section 4.01(e)herein, and otherwise shall be subject to the terms and provisions set forth herein.
(b) Certificates of each Class of The Exchangeable Certificates (each such Class, in connection with any exchange, an applicable “Surrendered Class”) may be exchanged on the books of DTC for Certificates of the corresponding Classes of Exchangeable Certificates set forth next to such Class in the table below (each, an applicable “Received Class”), and vice versa. The Denomination of each of the Received Classes of Certificates must be equal to the Denomination of each of the Surrendered Classes of Exchanged Certificates. No fee shall be required with respect to any exchange of Exchangeable Certificates. Following any exchange of Certificates of one or more Surrendered Classes for Certificates of one or more Received Classes, the Class Percentage Interests in the Corresponding Exchangeable Upper-Tier Regular Interests that are represented by the Surrendered Classes (and consequently their related Certificate Balances or Notional Amounts) shall be decreased, and those of the Received Classes (and consequently their related Certificate Balances or Notional Amounts) shall be increased. The Certificate Administrator or Certificate Registrar, as applicable, shall (i) make the appropriate notation of such exchange be exchangeable on the Certificate Register and on books of the Book-Entry Certificate Common Depository for each Class of the Exchangeable Certificates involved in such exchange to reflect such reductions and increases and (ii) give appropriate instructions to the Depository to reflect such reductions and increases. For example, a Certificateholder holding Class C Certificates with a Denomination of $23,772,000 may surrender Class C Certificates with a Denomination of $23,772,000 (the Certificates of the applicable Surrendered Class) and receive in exchange Class C-1 Certificates with a Denomination of $11,886,000 and Class C-X1 Certificates with a Denomination of $11,886,000 (collectively, the Certificates of the applicable Received Classes). In such event, (i) the Class Percentage Interest of the Class C Certificates in each of the Class C, Class C-X1 and Class C-X2 Upper-Tier Regular Interests would be reduced from 100% to 50%, (ii) the Class Percentage Interest of the Class C-1 Certificates in each of the Class C and Class C-X2 Upper-Tier Regular Interests would be increased from 0% to 50%, and (iii) the Class Percentage Interest of the Class C-X1 Certificates in the Class C-X1 Upper-Tier Regular Interest would be increased from 0% to 50%. Similarly a Certificateholder holding Class C-1 Certificates with a Denomination of $11,886,000 that seeks to surrender all such Certificates in exchange for Class C Certificates will be required to surrender all such Exchanged Certificates, as well as applicable, on and after the Closing Date, by notice to the Securities Administrator substantially in the form of Exhibit Q hereto and in accordance with the procedures specified hereunder. On each Distribution Date, the Securities Administrator shall increase or reduce the Class C-X1 Certificates with a Denomination of $11,886,000 in order to accomplish such exchange. In such event (assuming no other Class C, Class C-1 Principal Amount and Class C-X1 Certificates are then outstanding), (i) the Class Percentage Interest of the Class C-1 Certificates in each of the Class C and Class C-X2 Upper-Tier Regular Interests would be reduced from 50% to 0%, (ii) the Class Percentage Interest of the Class C-X1 Certificates in the Class C-X1 Upper-Tier Regular Interest would be reduced from 50% to 0%, and (iii) the Class Percentage Interest of the Class C Certificates in each of the Class C, Class C-X1 and Class C-X2 Upper-Tier Regular Interests would be increased from 0% to 50%.
(c) The maximum Certificate Balance or Notional Amount of each Class of Class C the Exchangeable Certificates that may and the Exchanged Certificates in accordance with the payment priorities set forth in Section 5.02 and allocation of Realized Losses as set forth in Section 5.03 based on the then outstanding Class Principal Amounts of such Classes. There shall be issued no limitation on the number of exchanges authorized pursuant to this Section 3.10, and, except as provided in an exchange is equal the third following paragraph, no fee or other charge shall be payable to the Certificate Balance of Securities Administrator or the Common Depository in connection therewith. The maximum Class C Upper-Tier Regular Interest Principal Amount and the maximum Certificate Balance or Class Notional Amount of each Class of Class D the Exchangeable Certificates that may and the Exchanged Certificates shall be issued as described in an exchange is equal the Preliminary Statement to the Certificate Balance of the Class D Upper-Tier Regular Interest.
(d) this Agreement. In order to effect an exchange of Exchangeable Certificates, the Certificateholder shall deliver a notice substantially in notify the form of Exhibit UU to the Certificate Securities Administrator by e-mail to ▇▇email at ▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ (with a subject line referencing “BBCMS 2025-5C36” and setting forth no later than three Business Days prior to the proposed Exchange Date) no later than three (3) . A notice becomes irrevocable on the second Business Days Day before the proposed exchange date (the Exchange Date. The “Exchange Date”). The Exchange Date may ” can be any Business Day other than the first or last Business Day of the monthmonth and the related Record Date, subject to the Securities Administrator's approval. The notice must (i) be set forth on the applicable Certificateholder’s 's letterhead, (ii) carry a medallion stamp guarantee and (iii) set forth the following information: (xi) the CUSIP number, number of each Certificate or Certificates (as applicable) to be exchanged and Certificate or Certificates (as applicable) to be received; (ii) the outstanding Certificate Balance or Notional Principal Amount and Original and, if applicable, Certificate Balance or Original Notional Amount of each proposed Surrendered Class and of each proposed Received Classthe Certificates to be exchanged; (yiii) the Certificateholder’s DTC Common Depository participant numbernumbers to be debited and credited; and (ziv) the proposed Exchange Date; and (v) the Certificateholder’s email address. A After receiving the notice, the Securities Administrator shall e-mail to the Certificateholder wire payment instructions relating to the Exchange Fee. The Certificateholder will utilize the “Deposit and Withdrawal at Custodian” system at the Common Depository to exchange the Certificates. The Securities Administrator shall verify the proposed Certificate Principal Amounts and Certificate Notional Amount to ensure that the principal and interest entitlements of the Certificates received equal the entitlements of the Certificates surrendered. If there is an error, the exchange will not occur until such error is corrected. Unless rejected for error, the notice shall of exchange will become irrevocable on the second Business Day before the proposed Exchange Date.
(e) Upon the satisfaction . The preparation of the conditions all Certificates referred to an exchange described in this Section 5.113.10 in connection with an exchange shall be at the expense of the parties thereto. For each exchange, the Certificate Administrator shall deliver Certificates Certificateholder of the applicable Received Classes related Certificate shall pay to the requesting CertificateholderSecurities Administrator in connection with each exchange a fee (the “Exchange Fee”) equal to $5,000. The Certificate Such Exchange Fee must be received by the Securities Administrator prior to the Exchange Date or such exchange shall reduce the outstanding Certificate Balance(s) or Notional Amount(s) of the Surrendered Classes, and increase the outstanding Certificate Balance(s) or Notional Amount(s) of the Received Classes, on the Certificate Registernot be effected. The Certificateholder and the Certificate Administrator shall utilize the “deposit and withdrawal system” at the Depository wishing to effect such exchange must pay any other expenses related to such exchange, including but not limited to any fees charged by the exchange.
(f) Common Depository. The Certificate Securities Administrator shall make the first distribution on Certificates of any Received Classes related to an Exchangeable Certificate or an Exchanged Certificate received in an exchange transaction on the Distribution Date in the following month following the month of exchange to the Certificateholder of record as of the applicable Record Date for such Certificates and Distribution Date. If an Exchange Date occurs in any month before the Distribution Date in such month, then any distributions related to be made on such Distribution Date on Certificates of any Surrendered Classes shall be so made to the Certificateholders of record as of the applicable Record Date for such Certificates and such Distribution Date. Neither the Certificate Administrator nor the Depositor shall have any obligation to ensure the availability in the market of the applicable Certificates to accomplish any exchange.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Sequoia Mortgage Funding Corp)
Exchangeable Certificates. (a) On Upon the Closing Date, the Grantor Trust shall issue the several Classes presentation and surrender by any Certificateholder of Exchangeable Certificates. Each Class of its Exchangeable Certificates or Exchanged Certificates, as applicable, in the appropriate combination as set forth on Exhibit Seven, such Certificateholder shall represent an undivided beneficial ownership hereunder transfer, assign, set over and otherwise convey to the Trustee, all of such Certificateholder's right, title and interest in the Corresponding and to such Exchangeable Upper-Tier Regular Interests Certificates or Exchanged Certificates, as applicable. The Exchangeable and Exchanged Certificates shall be transferred in an amount equal uncertificated form to the Class Percentage Interest Underwriter pursuant to Section 3 of such Class the Underwriting Agreement. The Exchangeable or Exchanged Certificates in each such Corresponding Exchangeable Upper-Tier Regular Interest. All amounts allocated to which the Underwriter does not take an Exchangeable Upper-Tier Regular Interest hereunder, including principal and interest payable thereon and reimbursement initial position in on the books of previously allocated Realized Losses (with interest), DTC shall be allocated transferred by the Underwriter to the Classes Trustee to be held in trust. U.S. Bank National Association, acting in its capacity as Trustee, acknowledges (i) the transfer and assignment to it of the uncertificated Exchangeable Certificates representing an interest thereinor Exchanged Certificates, as applicable, pursuant to this Section 5.07 and Section 3 of the Underwriting Agreement and (ii) any transfer and assignment of uncertificated Exchangeable or Exchanged Certificates, as applicable, pursuant to the foregoing paragraph, and hereby declares that it will hold the same in proportion to their Class Percentage Interests therein; provided, that trust for the Exchangeable Certificates will be entitled to Prepayment Premiums and Yield Maintenance Charges as described Certificateholders on the terms contained in Section 4.01(e)this Agreement.
(b) Certificates of each Class of The Exchangeable Certificates and Exchanged Certificates authorized by this Agreement shall have the characteristics specified or determined as set forth in Exhibit Seven, and otherwise shall be subject to the terms and provisions set forth herein.
(each such Classc) The Exchangeable Certificates and the Exchanged Certificates, in connection with any exchangeas applicable, an applicable “Surrendered Class”) may shall be exchanged exchangeable on the books of DTC for the Exchanged Certificates of the corresponding Classes of Exchangeable Certificates set forth next to such Class in the table below (each, an applicable “Received Class”), and vice versa. The Denomination of each of the Received Classes of Certificates must be equal to the Denomination of each of the Surrendered Classes of Certificates. No fee shall be required with respect to any exchange of or Exchangeable Certificates. Following any exchange of Certificates of one or more Surrendered Classes for Certificates of one or more Received Classes, the Class Percentage Interests in the Corresponding Exchangeable Upper-Tier Regular Interests that are represented by the Surrendered Classes (and consequently their related Certificate Balances or Notional Amounts) shall be decreased, and those of the Received Classes (and consequently their related Certificate Balances or Notional Amounts) shall be increased. The Certificate Administrator or Certificate Registrar, as applicable, on and after the Closing Date, in accordance with the terms and conditions set forth and otherwise in accordance with the procedures specified hereunder. In the case of each Combination Group, the Exchangeable Certificates shall (i) make be exchangeable for the appropriate notation of Exchanged Certificates related to such exchange Combination Group in respective denominations determined based on the proportion that the initial Certificate Register and on Principal Balances of the Book-Entry Certificate for each Class of Exchangeable Certificates involved in such exchange to reflect such reductions and increases and (ii) give appropriate instructions bear to the Depository to reflect such reductions and increases. For example, a Certificateholder holding Class C Certificates with a Denomination of $23,772,000 may surrender Class C Certificates with a Denomination of $23,772,000 (the Certificates original Certificate Principal Balance of the applicable Surrendered Class) and receive in exchange Class C-1 Certificates with a Denomination of $11,886,000 and Class C-X1 Certificates with a Denomination of $11,886,000 (collectively, the Certificates of the applicable Received Classes). In such event, (i) the Class Percentage Interest of the Class C Certificates in each of the Class C, Class C-X1 and Class C-X2 Upper-Tier Regular Interests would be reduced from 100% to 50%, (ii) the Class Percentage Interest of the Class C-1 Certificates in each of the Class C and Class C-X2 Upper-Tier Regular Interests would be increased from 0% to 50%, and (iii) the Class Percentage Interest of the Class C-X1 Certificates in the Class C-X1 Upper-Tier Regular Interest would be increased from 0% to 50%. Similarly a Certificateholder holding Class C-1 Certificates with a Denomination of $11,886,000 that seeks to surrender all such Certificates in exchange for Class C Certificates will be required to surrender all such related Exchanged Certificates, as well as Class C-X1 Certificates with a Denomination of $11,886,000 set forth in order to accomplish Exhibit Seven. Upon any such exchange. In such event (assuming no other Class C, Class C-1 and Class C-X1 Certificates are then outstanding), (i) the Class Percentage Interest portions of the Class C-1 Exchangeable Certificates designated for exchange shall be deemed exchanged and replaced by the Exchanged Certificates issued in exchange therefore. Correspondingly, Exchanged Certificates related to a Combination Group may be further designated for exchange for the Exchangeable Certificates (or for other Exchanged Certificates, if applicable) related to a Combination Group in respective denominations determined based on the proportion that the initial Certificate Principal Balances of such Exchanged Certificates bear to the original Certificate Principal Balances of the Exchangeable Certificates or the related Exchanged Certificates, in each case, as set forth in Exhibit Seven. There shall be no limitation on the number of the Class C and Class C-X2 Upper-Tier Regular Interests would exchanges authorized pursuant to this Section 5.07, and, except as provided below, no fee or other charge shall be reduced from 50% to 0%, (ii) the Class Percentage Interest of the Class C-X1 Certificates in the Class C-X1 Upper-Tier Regular Interest would be reduced from 50% to 0%, and (iii) the Class Percentage Interest of the Class C Certificates in each of the Class C, Class C-X1 and Class C-X2 Upper-Tier Regular Interests would be increased from 0% to 50%.
(c) The maximum Certificate Balance or Notional Amount of each Class of Class C Exchangeable Certificates that may be issued in an exchange is equal payable to the Certificate Balance of the Class C Upper-Tier Regular Interest and the maximum Certificate Balance Trustee or Notional Amount of each Class of Class D Exchangeable Certificates that may be issued DTC in an exchange is equal to the Certificate Balance of the Class D Upper-Tier Regular Interest.
(d) connection therewith. In order to effect an exchange of Exchangeable Certificates, the Certificateholder shall deliver a notice notify the Trustee and the Master Servicer in writing, substantially in the form of Exhibit UU to the Certificate Administrator S, (including by e-mail to at sfs.exchange@usbank.com and MSDo▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇rfc.com), ▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇ ▇▇▇ (with a subject line referencing “BBCMS 2025-5C36” requirements set forth herein, no earlier than the first calendar day of each month and setting forth the proposed Exchange Date) no later than three (3) Business Days before the proposed exchange date (the “Exchange Date”)date. The Exchange Date may exchange date will be subject to the Trustee's approval but it can generally be any Business Day other than the first or and last Business Day Days of the monthmonth and subject to the preceding sentence. The notice must (i) be set forth on the applicable Certificateholder’s 's letterhead, (ii) carry a medallion stamp guarantee and (iii) set forth the following information: (xi) the CUSIP number, number of each Certificate or Certificates (as applicable) to be exchanged and Certificate or Certificates (as applicable) to be received; (ii) the outstanding Certificate Principal Balance or and/or Notional Amount and Original the initial Certificate Principal Balance or Original and/or Notional Amount of each proposed Surrendered Class and of each proposed Received Classthe Certificates to be exchanged; (yiii) the Certificateholder’s DTC participant number; numbers to be debited and credited and (ziv) the proposed Exchange Dateexchange date. After receiving the notice, the Trustee will e-mail the certificateholder wire payment instructions relating to the exchange fee. The Trustee will utilize the Deposit and Withdrawal System at DTC to exchange the Certificates. A notice shall become becomes irrevocable on the second Business Day before the proposed Exchange Date.
(e) Upon the satisfaction of the conditions to an exchange described in this Section 5.11date. Notwithstanding any other provision herein set forth, the Certificate Administrator a fee shall deliver Certificates of the applicable Received Classes be payable to the requesting CertificateholderTrustee in connection with each exchange equal to $10,000. Such fee must be received by the Trustee prior to the exchange date or such exchange shall not be effected. The Certificate Administrator shall reduce the outstanding Certificate Balance(s) or Notional Amount(s) of the Surrendered Classes, and increase the outstanding Certificate Balance(s) or Notional Amount(s) of the Received Classes, on the Certificate Register. The Certificateholder and the Certificate Administrator shall utilize the “deposit and withdrawal system” at the Depository to effect the exchange.
(f) The Certificate Administrator Trustee shall make the first distribution on Certificates of any Received Classes related to an Exchangeable Certificate or an Exchanged Certificate received in an exchange transaction on the Distribution Date in the following month following the month of exchange to the Certificateholder of record as of the applicable Record Date for such Certificates and Distribution Date. If an Exchange Date occurs in any month before close of business on the Distribution Date in such month, then any distributions to be made on such Distribution Date on Certificates of any Surrendered Classes shall be so made to the Certificateholders of record as last day of the applicable Record Date for such Certificates and such Distribution Date. Neither the Certificate Administrator nor the Depositor shall have any obligation to ensure the availability in the market month of the applicable Certificates to accomplish any exchange.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (RFMSI Series 2007 SA3 Trust)
Exchangeable Certificates. (a) On Upon the Closing Date, the Grantor Trust shall issue the several Classes presentation and surrender by any Certificateholder of Exchangeable Certificates. Each Class of its Exchangeable Certificates or Exchanged Certificates, as applicable, in the appropriate combination as set forth on Exhibit Seven, such Certificateholder shall represent an undivided beneficial ownership hereunder transfer, assign, set over and otherwise convey to the Trustee, all of such Certificateholder's right, title and interest in the Corresponding and to such Exchangeable Upper-Tier Regular Interests Certificates or Exchanged Certificates, as applicable. The Exchangeable and Exchanged Certificates shall be transferred in an amount equal uncertificated form to the Class Percentage Interest Underwriter pursuant to Section 3 of such Class the Underwriting Agreement. The Exchangeable or Exchanged Certificates in each such Corresponding Exchangeable Upper-Tier Regular Interest. All amounts allocated to which the Underwriter does not take an Exchangeable Upper-Tier Regular Interest hereunder, including principal and interest payable thereon and reimbursement initial position in on the books of previously allocated Realized Losses (with interest), DTC shall be allocated transferred by the Underwriter to the Classes Trustee to be held in trust. Deutsche Bank Trust Company Americas, acting in its capacity as Trustee, acknowledges (i) the transfer and assignment to it of the uncertificated Exchangeable Certificates representing an interest thereinor Exchanged Certificates, as applicable, pursuant to this Section 5.07 and Section 3 of the Underwriting Agreement and (ii) any transfer and assignment of uncertificated Exchangeable or Exchanged Certificates, as applicable, pursuant to the foregoing paragraph, and hereby declares that it will hold the same in proportion to their Class Percentage Interests therein; provided, that trust for the Exchangeable Certificates will be entitled to Prepayment Premiums and Yield Maintenance Charges as described Certificateholders on the terms contained in Section 4.01(e)this Agreement.
(b) Certificates of each Class of The Exchangeable Certificates and Exchanged Certificates authorized by this Agreement shall have the characteristics specified or determined as set forth in Exhibit Seven, and otherwise shall be subject to the terms and provisions set forth herein.
(each such Classc) The Exchangeable Certificates and the Exchanged Certificates, in connection with any exchangeas applicable, an applicable “Surrendered Class”) may shall be exchanged exchangeable on the books of DTC for the Exchanged Certificates of the corresponding Classes of Exchangeable Certificates set forth next to such Class in the table below (each, an applicable “Received Class”), and vice versa. The Denomination of each of the Received Classes of Certificates must be equal to the Denomination of each of the Surrendered Classes of Certificates. No fee shall be required with respect to any exchange of or Exchangeable Certificates. Following any exchange of Certificates of one or more Surrendered Classes for Certificates of one or more Received Classes, the Class Percentage Interests in the Corresponding Exchangeable Upper-Tier Regular Interests that are represented by the Surrendered Classes (and consequently their related Certificate Balances or Notional Amounts) shall be decreased, and those of the Received Classes (and consequently their related Certificate Balances or Notional Amounts) shall be increased. The Certificate Administrator or Certificate Registrar, as applicable, on and after the Closing Date, in accordance with the terms and conditions set forth and otherwise in accordance with the procedures specified hereunder. In the case of each Combination Group, the Exchangeable Certificates shall (i) make be exchangeable for the appropriate notation of Exchanged Certificates related to such exchange Combination Group in respective denominations determined based on the proportion that the initial Certificate Register and on Principal Balances of the Book-Entry Certificate for each Class of Exchangeable Certificates involved in such exchange to reflect such reductions and increases and (ii) give appropriate instructions bear to the Depository to reflect such reductions and increases. For example, a Certificateholder holding Class C Certificates with a Denomination of $23,772,000 may surrender Class C Certificates with a Denomination of $23,772,000 (the Certificates original Certificate Principal Balance of the applicable Surrendered Class) and receive in exchange Class C-1 Certificates with a Denomination of $11,886,000 and Class C-X1 Certificates with a Denomination of $11,886,000 (collectively, the Certificates of the applicable Received Classes). In such event, (i) the Class Percentage Interest of the Class C Certificates in each of the Class C, Class C-X1 and Class C-X2 Upper-Tier Regular Interests would be reduced from 100% to 50%, (ii) the Class Percentage Interest of the Class C-1 Certificates in each of the Class C and Class C-X2 Upper-Tier Regular Interests would be increased from 0% to 50%, and (iii) the Class Percentage Interest of the Class C-X1 Certificates in the Class C-X1 Upper-Tier Regular Interest would be increased from 0% to 50%. Similarly a Certificateholder holding Class C-1 Certificates with a Denomination of $11,886,000 that seeks to surrender all such Certificates in exchange for Class C Certificates will be required to surrender all such related Exchanged Certificates, as well as Class C-X1 Certificates with a Denomination of $11,886,000 set forth in order to accomplish Exhibit Seven. Upon any such exchange. In such event (assuming no other Class C, Class C-1 and Class C-X1 Certificates are then outstanding), (i) the Class Percentage Interest portions of the Class C-1 Exchangeable Certificates designated for exchange shall be deemed exchanged and replaced by the Exchanged Certificates issued in exchange therefore. Correspondingly, Exchanged Certificates related to a Combination Group may be further designated for exchange for the Exchangeable Certificates (or for other Exchanged Certificates, if applicable) related to a Combination Group in respective denominations determined based on the proportion that the initial Certificate Principal Balances of such Exchanged Certificates bear to the original Certificate Principal Balances of the Exchangeable Certificates or the related Exchanged Certificates, in each case, as set forth in Exhibit Seven. There shall be no limitation on the number of the Class C and Class C-X2 Upper-Tier Regular Interests would exchanges authorized pursuant to this Section 5.07, and, except as provided below, no fee or other charge shall be reduced from 50% to 0%, (ii) the Class Percentage Interest of the Class C-X1 Certificates in the Class C-X1 Upper-Tier Regular Interest would be reduced from 50% to 0%, and (iii) the Class Percentage Interest of the Class C Certificates in each of the Class C, Class C-X1 and Class C-X2 Upper-Tier Regular Interests would be increased from 0% to 50%.
(c) The maximum Certificate Balance or Notional Amount of each Class of Class C Exchangeable Certificates that may be issued in an exchange is equal payable to the Certificate Balance of the Class C Upper-Tier Regular Interest and the maximum Certificate Balance Trustee or Notional Amount of each Class of Class D Exchangeable Certificates that may be issued DTC in an exchange is equal to the Certificate Balance of the Class D Upper-Tier Regular Interest.
(d) connection therewith. In order to effect an exchange of Exchangeable Certificates, the Certificateholder shall deliver a notice notify the Trustee and the Master Servicer in writing, substantially in the form of Exhibit UU to the Certificate Administrator S, (including by e-mail to at RFC.Exchangenotifications@db.com a▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇fc.com), ▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇.▇▇ ▇▇▇▇ (with a subject line referencing “BBCMS 2025-5C36” ▇▇▇ ▇▇▇uirements set forth herein, no earlier than the first calendar day of each month and setting forth the proposed Exchange Date) no later than three (3) Business Days before the proposed exchange date (the “Exchange Date”)date. The Exchange Date may exchange date will be subject to the Trustee's approval but it can generally be any Business Day other than the first or and last Business Day Days of the monthmonth and subject to the preceding sentence. The notice must (i) be set forth on the applicable Certificateholder’s 's letterhead, (ii) carry a medallion stamp guarantee and (iii) set forth the following information: (xi) the CUSIP number, number of each Certificate or Certificates (as applicable) to be exchanged and Certificate or Certificates (as applicable) to be received; (ii) the outstanding Certificate Principal Balance or and/or Notional Amount and Original the initial Certificate Principal Balance or Original and/or Notional Amount of each proposed Surrendered Class and of each proposed Received Classthe Certificates to be exchanged; (yiii) the Certificateholder’s DTC participant number; numbers to be debited and credited and (ziv) the proposed Exchange Dateexchange date. After receiving the notice, the Trustee will e-mail the certificateholder wire payment instructions relating to the exchange fee. The Trustee will utilize the Deposit and Withdrawal System at DTC to exchange the Certificates. A notice shall become becomes irrevocable on the second Business Day before the proposed Exchange Date.
(e) Upon the satisfaction of the conditions to an exchange described in this Section 5.11date. Notwithstanding any other provision herein set forth, the Certificate Administrator a fee shall deliver Certificates of the applicable Received Classes be payable to the requesting CertificateholderTrustee in connection with each exchange equal to $10,000. Such fee must be received by the Trustee prior to the exchange date or such exchange shall not be effected. The Certificate Administrator shall reduce the outstanding Certificate Balance(s) or Notional Amount(s) of the Surrendered Classes, and increase the outstanding Certificate Balance(s) or Notional Amount(s) of the Received Classes, on the Certificate Register. The Certificateholder and the Certificate Administrator shall utilize the “deposit and withdrawal system” at the Depository to effect the exchange.
(f) The Certificate Administrator Trustee shall make the first distribution on Certificates of any Received Classes related to an Exchangeable Certificate or an Exchanged Certificate received in an exchange transaction on the Distribution Date in the following month following the month of exchange to the Certificateholder of record as of the applicable Record Date for such Certificates and Distribution Date. If an Exchange Date occurs in any month before close of business on the Distribution Date in such month, then any distributions to be made on such Distribution Date on Certificates of any Surrendered Classes shall be so made to the Certificateholders of record as last day of the applicable Record Date for such Certificates and such Distribution Date. Neither the Certificate Administrator nor the Depositor shall have any obligation to ensure the availability in the market month of the applicable Certificates to accomplish any exchange.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (RFMSI Series 2007-S4 Trust)
Exchangeable Certificates. (a) On Upon the Closing Date, the Grantor Trust shall issue the several Classes presentation and surrender by any Certificateholder of Exchangeable Certificates. Each Class of its Exchangeable Certificates or Exchanged Certificates, as applicable, in the appropriate combination as set forth on Exhibit Seven, such Certificateholder shall represent an undivided beneficial ownership hereunder transfer, assign, set over and otherwise convey to the Trustee, all of such Certificateholder's right, title and interest in the Corresponding and to such Exchangeable Upper-Tier Regular Interests Certificates or Exchanged Certificates, as applicable. The Exchangeable and Exchanged Certificates shall be transferred in an amount equal uncertificated form to the Class Percentage Interest Senior Underwriter pursuant to Section 3 of such Class the Senior Underwriting Agreement. The Exchangeable or Exchanged Certificates in each such Corresponding Exchangeable Upper-Tier Regular Interest. All amounts allocated to which the Senior Underwriter does not take an Exchangeable Upper-Tier Regular Interest hereunder, including principal and interest payable thereon and reimbursement initial position in on the books of previously allocated Realized Losses (with interest), DTC shall be allocated transferred by the Senior Underwriter to the Classes Trustee to be held in trust. U.S. Bank National Association, acting in its capacity as Trustee, acknowledges (i) the transfer and assignment to it of the uncertificated Exchangeable Certificates representing an interest thereinor Exchanged Certificates, as applicable, pursuant to this Section 5.07 and Section 3 of the Senior Underwriting Agreement and (ii) any transfer and assignment of uncertificated Exchangeable or Exchanged Certificates, as applicable, pursuant to the foregoing paragraph, and hereby declares that it will hold the same in proportion to their Class Percentage Interests therein; provided, that trust for the Exchangeable Certificates will be entitled to Prepayment Premiums and Yield Maintenance Charges as described Certificateholders on the terms contained in Section 4.01(e)this Agreement.
(b) Certificates of each Class of The Exchangeable Certificates and Exchanged Certificates authorized by this Agreement shall have the characteristics specified or determined as set forth in Exhibit Seven, and otherwise shall be subject to the terms and provisions set forth herein.
(each such Classc) The Exchangeable Certificates and the Exchanged Certificates, in connection with any exchangeas applicable, an applicable “Surrendered Class”) may shall be exchanged exchangeable on the books of DTC for the Exchanged Certificates of the corresponding Classes of Exchangeable Certificates set forth next to such Class in the table below (each, an applicable “Received Class”), and vice versa. The Denomination of each of the Received Classes of Certificates must be equal to the Denomination of each of the Surrendered Classes of Certificates. No fee shall be required with respect to any exchange of or Exchangeable Certificates. Following any exchange of Certificates of one or more Surrendered Classes for Certificates of one or more Received Classes, the Class Percentage Interests in the Corresponding Exchangeable Upper-Tier Regular Interests that are represented by the Surrendered Classes (and consequently their related Certificate Balances or Notional Amounts) shall be decreased, and those of the Received Classes (and consequently their related Certificate Balances or Notional Amounts) shall be increased. The Certificate Administrator or Certificate Registrar, as applicable, on and after the Closing Date, in accordance with the terms and conditions set forth and otherwise in accordance with the procedures specified hereunder. In the case of each Combination Group, the Exchangeable Certificates shall (i) make be exchangeable for the appropriate notation of Exchanged Certificates related to such exchange Combination Group in respective denominations determined based on the proportion that the initial Certificate Register and on Principal Balances of the Book-Entry Certificate for each Class of Exchangeable Certificates involved in such exchange to reflect such reductions and increases and (ii) give appropriate instructions bear to the Depository to reflect such reductions and increases. For example, a Certificateholder holding Class C Certificates with a Denomination of $23,772,000 may surrender Class C Certificates with a Denomination of $23,772,000 (the Certificates original Certificate Principal Balance of the applicable Surrendered Class) and receive in exchange Class C-1 Certificates with a Denomination of $11,886,000 and Class C-X1 Certificates with a Denomination of $11,886,000 (collectively, the Certificates of the applicable Received Classes). In such event, (i) the Class Percentage Interest of the Class C Certificates in each of the Class C, Class C-X1 and Class C-X2 Upper-Tier Regular Interests would be reduced from 100% to 50%, (ii) the Class Percentage Interest of the Class C-1 Certificates in each of the Class C and Class C-X2 Upper-Tier Regular Interests would be increased from 0% to 50%, and (iii) the Class Percentage Interest of the Class C-X1 Certificates in the Class C-X1 Upper-Tier Regular Interest would be increased from 0% to 50%. Similarly a Certificateholder holding Class C-1 Certificates with a Denomination of $11,886,000 that seeks to surrender all such Certificates in exchange for Class C Certificates will be required to surrender all such related Exchanged Certificates, as well as Class C-X1 Certificates with a Denomination of $11,886,000 set forth in order to accomplish Exhibit Seven. Upon any such exchange. In such event (assuming no other Class C, Class C-1 and Class C-X1 Certificates are then outstanding), (i) the Class Percentage Interest portions of the Class C-1 Exchangeable Certificates designated for exchange shall be deemed exchanged and replaced by the Exchanged Certificates issued in exchange therefore. Correspondingly, Exchanged Certificates related to a Combination Group may be further designated for exchange for the Exchangeable Certificates (or for other Exchanged Certificates, if applicable) related to a Combination Group in respective denominations determined based on the proportion that the initial Certificate Principal Balances of such Exchanged Certificates bear to the original Certificate Principal Balances of the Exchangeable Certificates or the related Exchanged Certificates, in each case, as set forth in Exhibit Seven. There shall be no limitation on the number of the Class C and Class C-X2 Upper-Tier Regular Interests would exchanges authorized pursuant to this Section 5.07, and, except as provided below, no fee or other charge shall be reduced from 50% to 0%, (ii) the Class Percentage Interest of the Class C-X1 Certificates in the Class C-X1 Upper-Tier Regular Interest would be reduced from 50% to 0%, and (iii) the Class Percentage Interest of the Class C Certificates in each of the Class C, Class C-X1 and Class C-X2 Upper-Tier Regular Interests would be increased from 0% to 50%.
(c) The maximum Certificate Balance or Notional Amount of each Class of Class C Exchangeable Certificates that may be issued in an exchange is equal payable to the Certificate Balance of the Class C Upper-Tier Regular Interest and the maximum Certificate Balance Trustee or Notional Amount of each Class of Class D Exchangeable Certificates that may be issued DTC in an exchange is equal to the Certificate Balance of the Class D Upper-Tier Regular Interest.
(d) connection therewith. In order to effect an exchange of Exchangeable Certificates, the Certificateholder shall deliver a notice notify the Trustee and the Master Servicer in writing, substantially in the form of Exhibit UU to the Certificate Administrator S, (including by e-mail to at sfs.exchange@usbank.com and ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇n@gmacrfc.▇▇▇), ▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇.▇▇▇ (with a subject line referencing “BBCMS 2025-5C36” and setting the requirements set forth herein, no earlier than the first calendar day of the month of the proposed Exchange Date) exchange date and no later than three (3) Business Days before the proposed exchange date (the “Exchange Date”)date. The Exchange Date may exchange date will be subject to the Trustee's approval but it can generally be any Business Day other than the first or and last Business Day Days of the monthmonth and subject to the preceding sentence. The notice must (i) be set forth on the applicable Certificateholder’s 's letterhead, (ii) carry a medallion stamp guarantee and (iii) set forth the following information: (xi) the CUSIP number, number of each Certificate or Certificates (as applicable) to be exchanged and Certificate or Certificates (as applicable) to be received; (ii) the outstanding Certificate Principal Balance or and/or Notional Amount and Original the initial Certificate Principal Balance or Original and/or Notional Amount of each proposed Surrendered Class and of each proposed Received Classthe Certificates to be exchanged; (yiii) the Certificateholder’s DTC participant number; numbers to be debited and credited and (ziv) the proposed Exchange Dateexchange date. After receiving the notice, the Trustee will e-mail the certificateholder wire payment instructions relating to the exchange fee. The Trustee will utilize the Deposit and Withdrawal System at DTC to exchange the Certificates. A notice shall become becomes irrevocable on the second Business Day before the proposed Exchange Date.
(e) Upon the satisfaction of the conditions to an exchange described in this Section 5.11date. Notwithstanding any other provision herein set forth, the Certificate Administrator a fee shall deliver Certificates of the applicable Received Classes be payable to the requesting CertificateholderTrustee in connection with each exchange equal to $10,000. Such fee must be received by the Trustee prior to the exchange date or such exchange shall not be effected. The Certificate Administrator shall reduce the outstanding Certificate Balance(s) or Notional Amount(s) of the Surrendered Classes, and increase the outstanding Certificate Balance(s) or Notional Amount(s) of the Received Classes, on the Certificate Register. The Certificateholder and the Certificate Administrator shall utilize the “deposit and withdrawal system” at the Depository to effect the exchange.
(f) The Certificate Administrator Trustee shall make the first distribution on Certificates of any Received Classes related to an Exchangeable Certificate or an Exchanged Certificate received in an exchange transaction on the Distribution Date in the following month following the month of exchange to the Certificateholder of record as of the applicable Record Date for such Certificates and Distribution Date. If an Exchange Date occurs in any month before close of business on the Distribution Date in such month, then any distributions to be made on such Distribution Date on Certificates of any Surrendered Classes shall be so made to the Certificateholders of record as last day of the applicable Record Date for such Certificates and such Distribution Date. Neither the Certificate Administrator nor the Depositor shall have any obligation to ensure the availability in the market month of the applicable Certificates to accomplish any exchange.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (RFMSI Series 2007-S6 Trust)
Exchangeable Certificates. (a) On the Closing Date, the Grantor Trust shall issue the several Classes of Exchangeable Certificates. Each Class of Exchangeable Certificates shall represent an undivided beneficial ownership interest in the Corresponding Exchangeable Upper-Tier Regular Interests in an amount equal to the Class Percentage Interest of such Class in each such Corresponding Exchangeable Upper-Tier Regular Interest. All amounts allocated to an Exchangeable Upper-Tier Regular Interest hereunder, including principal and interest payable thereon and reimbursement of previously allocated Realized Losses (with interest), shall be allocated to the Classes of Exchangeable Certificates representing an interest therein, in proportion to their Class Percentage Interests therein; provided, that the Exchangeable Certificates will be entitled to Prepayment Premiums and Yield Maintenance Charges as described in Section 4.01(e4.01(h).
(b) Certificates of each Class of Exchangeable Certificates (each such Class, in connection with any exchange, an applicable “Surrendered Class”) may be exchanged on the books of DTC for Certificates of the corresponding Classes of Exchangeable Certificates set forth next to such Class in the table below (each, an applicable “Received Class”), and vice versa. The Denomination of each of the Received Classes of Certificates must be equal to the Denomination of each of the Surrendered Classes of Certificates. No fee shall be required with respect to any exchange of Exchangeable Certificates. Following any exchange of Certificates of one or more Surrendered Classes for Certificates of one or more Received Classes, the Class Percentage Interests in the Corresponding Exchangeable Upper-Tier Regular Interests that are represented by the Surrendered Classes (and consequently their related Certificate Balances or Notional Amounts) shall be decreased, and those of the Received Classes (and consequently their related Certificate Balances or Notional Amounts) shall be increased. The Certificate Administrator or Certificate Registrar, as applicable, shall (i) make the appropriate notation of such exchange on the Certificate Register and on the Book-Entry Certificate for each Class of Exchangeable Certificates involved in such exchange to reflect such reductions and increases and (ii) give appropriate instructions to the Depository to reflect such reductions and increases. For example, a Certificateholder holding Class C A-S Certificates with a Denomination of $23,772,000 92,396,000 may surrender Class C A-S Certificates with a Denomination of $23,772,000 46,198,000 (the Certificates of the applicable Surrendered Class) and receive in exchange Class C-1 A-S-1 Certificates with a Denomination of $11,886,000 46,198,000 and Class CA-S-X1 Certificates with a Denomination of $11,886,000 46,198,000 (collectively, the Certificates of the applicable Received Classes). In such event, (i) the Class Percentage Interest of the Class C A-S Certificates in each of the Class CA-S, Class CA-S-X1 and Class CA-S-X2 Upper-Tier Regular Interests would be reduced from 100% to 50%, (ii) the Class Percentage Interest of the Class C-1 A-S-1 Certificates in each of the Class C A-S and Class CA-S-X2 Upper-Tier Regular Interests would be increased from 0% to 50%, and (iii) the Class Percentage Interest of the Class CA-S-X1 Certificates in the Class CA-S-X1 Upper-Tier Regular Interest would be increased from 0% to 50%. Similarly a Certificateholder holding Class C-1 A-S-1 Certificates with a Denomination of $11,886,000 46,198,000 that seeks to surrender all such Certificates in exchange for Class C A-S Certificates will be required to surrender all such Certificates, as well as Class CA-S-X1 Certificates with a Denomination of $11,886,000 46,198,000 in order to accomplish such exchange. In such event (assuming no other Class C, Class C-1 and Class CA-X1 S Certificates are then outstanding), (i) the Class Percentage Interest of the Class C-1 A-S-1 Certificates in each of the Class C A-S and Class CA-S-X2 Upper-Tier Regular Interests would be reduced from 50% to 0%, (ii) the Class Percentage Interest of the Class CA-S-X1 Certificates in the Class CA-S-X1 Upper-Tier Regular Interest would be reduced from 50% to 0%, and (iii) the Class Percentage Interest of the Class C A-S Certificates in each of the Class CA-S, Class CA-S-X1 and Class CA-S-X2 Upper-Tier Regular Interests would be increased from 0% to 50%.
(c) The maximum Certificate Balance or Notional Amount of each Class of Class A-2 Exchangeable Certificates, Class A-3 Exchangeable Certificates, Class A-S Exchangeable Certificates, Class B Exchangeable Certificates or Class C Exchangeable Certificates that may be issued in an exchange is equal to the Certificate Balance of the Class A-2, Class A-3, Class A-S, Class B or Class C Upper-Tier Regular Interest and the maximum Certificate Balance or Notional Amount of each Class of Class D Exchangeable Certificates that may be issued in an exchange is equal to the Certificate Balance of the Class D Upper-Tier Regular Interest, respectively.
(d) In order to effect an exchange of Exchangeable Certificates, the Certificateholder shall deliver a notice substantially in the form of Exhibit UU TT to the Certificate Administrator by e-mail to ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ (with a subject line referencing “BBCMS BANK5 2025-5C365YR16” and setting forth the proposed Exchange Date) no later than three (3) Business Days before the proposed exchange date (the “Exchange Date”). The Exchange Date may be any Business Day other than the first or last Business Day of the month. The notice must (i) be set forth on the applicable Certificateholder’s letterhead, (ii) carry a medallion stamp guarantee and (iii) set forth the following information: (x) the CUSIP number, outstanding Certificate Balance or Notional Amount and Original Certificate Balance or Original Notional Amount of each proposed Surrendered Class and of each proposed Received Class; (y) the Certificateholder’s DTC participant number; and (z) the proposed Exchange Date. A notice shall become irrevocable on the second Business Day before the proposed Exchange Date.
(e) Upon the satisfaction of the conditions to an exchange described in this Section 5.11, the Certificate Administrator shall deliver Certificates of the applicable Received Classes to the requesting Certificateholder. The Certificate Administrator shall reduce the outstanding Certificate Balance(s) or Notional Amount(s) of the Surrendered Classes, and increase the outstanding Certificate Balance(s) or Notional Amount(s) of the Received Classes, on the Certificate Register. The Certificateholder and the Certificate Administrator shall utilize the “deposit and withdrawal system” at the Depository to effect the exchange.
(f) The Certificate Administrator shall make the first distribution on Certificates of any Received Classes related to an exchange on the Distribution Date in the month following the month of exchange to the Certificateholder of record as of the applicable Record Date for such Certificates and Distribution Date. If an Exchange Date occurs in any month before the Distribution Date in such month, then any distributions to be made on such Distribution Date on Certificates of any Surrendered Classes shall be so made to the Certificateholders of record as of the applicable Record Date for such Certificates and such Distribution Date. Neither the Certificate Administrator nor the Depositor shall have any obligation to ensure the availability in the market of the applicable Certificates to accomplish any exchange.
Appears in 1 contract
Exchangeable Certificates. (a) On Upon the Closing Date, the Grantor Trust shall issue the several Classes presentation and surrender by any Certificateholder of Exchangeable Certificates. Each Class of its Exchangeable Certificates or Exchanged Certificates, as applicable, in the appropriate combination as set forth on Schedule II, such Certificateholder shall represent an undivided beneficial ownership hereunder transfer, assign, set over and otherwise convey to the Securities Administrator, all of such Certificateholder’s right, title and interest in the Corresponding and to such Exchangeable Upper-Tier Regular Interests Certificates or Exchanged Certificates, as applicable. The Exchangeable and Exchanged Certificates shall be transferred in an amount equal uncertificated form to the Class Percentage Interest Underwriter pursuant to Section 3 of such Class the Underwriting Agreement. The Exchangeable or Exchanged Certificates in each such Corresponding Exchangeable Upper-Tier Regular Interest. All amounts allocated to which the Underwriter does not take an Exchangeable Upper-Tier Regular Interest hereunder, including principal and interest payable thereon and reimbursement initial position in on the books of previously allocated Realized Losses (with interest), DTC shall be allocated transferred by the Underwriter to the Classes Securities Administrator to be held in trust. W▇▇▇▇ Fargo Bank, N.A., acting in its capacity as Securities Administrator, acknowledges (i) the transfer and assignment to it of the uncertificated Exchangeable Certificates representing an interest thereinor Exchanged Certificates, as applicable, pursuant to this Section 5.07 and Section 3 of the Underwriting Agreement and (ii) any transfer and assignment of uncertificated Exchangeable or Exchanged Certificates, as applicable, pursuant to the foregoing paragraph, and hereby declares that it will hold the same in proportion to their Class Percentage Interests therein; provided, that trust for the Exchangeable Certificates will be entitled to Prepayment Premiums and Yield Maintenance Charges as described Certificateholders on the terms contained in Section 4.01(e)this Agreement.
(b) Certificates of each Class of The Exchangeable Certificates and Exchanged Certificates authorized by this Agreement shall have the characteristics specified or determined as set forth in Schedule II, and otherwise shall be subject to the terms and provisions set forth herein.
(each such Classc) The Exchangeable Certificates and the Exchanged Certificates, in connection with any exchangeas applicable, an applicable “Surrendered Class”) may shall be exchanged exchangeable on the books of DTC for the Exchanged Certificates of the corresponding Classes of Exchangeable Certificates set forth next to such Class in the table below (each, an applicable “Received Class”), and vice versa. The Denomination of each of the Received Classes of Certificates must be equal to the Denomination of each of the Surrendered Classes of Certificates. No fee shall be required with respect to any exchange of or Exchangeable Certificates. Following any exchange of Certificates of one or more Surrendered Classes for Certificates of one or more Received Classes, the Class Percentage Interests in the Corresponding Exchangeable Upper-Tier Regular Interests that are represented by the Surrendered Classes (and consequently their related Certificate Balances or Notional Amounts) shall be decreased, and those of the Received Classes (and consequently their related Certificate Balances or Notional Amounts) shall be increased. The Certificate Administrator or Certificate Registrar, as applicable, on and after the Closing Date, in accordance with the terms and conditions set forth and otherwise in accordance with the procedures specified hereunder. In the case of each Combination Group, the Exchangeable Certificates shall (i) make be exchangeable for the appropriate notation of Exchanged Certificates related to such exchange Combination Group in respective denominations determined based on the proportion that the initial Certificate Register and on Principal Balances of the Book-Entry Certificate for each Class of Exchangeable Certificates involved in such exchange to reflect such reductions and increases and (ii) give appropriate instructions bear to the Depository to reflect such reductions and increases. For example, a Certificateholder holding Class C Certificates with a Denomination of $23,772,000 may surrender Class C Certificates with a Denomination of $23,772,000 (the Certificates original Certificate Principal Balance of the applicable Surrendered Class) and receive in exchange Class C-1 Certificates with a Denomination of $11,886,000 and Class C-X1 Certificates with a Denomination of $11,886,000 (collectively, the Certificates of the applicable Received Classes). In such event, (i) the Class Percentage Interest of the Class C Certificates in each of the Class C, Class C-X1 and Class C-X2 Upper-Tier Regular Interests would be reduced from 100% to 50%, (ii) the Class Percentage Interest of the Class C-1 Certificates in each of the Class C and Class C-X2 Upper-Tier Regular Interests would be increased from 0% to 50%, and (iii) the Class Percentage Interest of the Class C-X1 Certificates in the Class C-X1 Upper-Tier Regular Interest would be increased from 0% to 50%. Similarly a Certificateholder holding Class C-1 Certificates with a Denomination of $11,886,000 that seeks to surrender all such Certificates in exchange for Class C Certificates will be required to surrender all such related Exchanged Certificates, as well as Class C-X1 Certificates with a Denomination of $11,886,000 set forth in order to accomplish Schedule II. Upon any such exchange. In such event (assuming no other Class C, Class C-1 and Class C-X1 Certificates are then outstanding), (i) the Class Percentage Interest portions of the Class C-1 Exchangeable Certificates designated for exchange shall be deemed exchanged and replaced by the Exchanged Certificates issued in exchange therefore. Correspondingly, Exchanged Certificates related to a Combination Group may be further designated for exchange for the Exchangeable Certificates (or for other Exchanged Certificates, if applicable) related to a Combination Group in respective denominations determined based on the proportion that the initial Certificate Principal Balances of such Exchanged Certificates bear to the original Certificate Principal Balances of the Exchangeable Certificates or the related Exchanged Certificates, in each case, as set forth in Schedule II. There shall be no limitation on the number of the Class C and Class C-X2 Upper-Tier Regular Interests would exchanges authorized pursuant to this Section 5.07, and, except as provided below, no fee or other charge shall be reduced from 50% to 0%, (ii) the Class Percentage Interest of the Class C-X1 Certificates in the Class C-X1 Upper-Tier Regular Interest would be reduced from 50% to 0%, and (iii) the Class Percentage Interest of the Class C Certificates in each of the Class C, Class C-X1 and Class C-X2 Upper-Tier Regular Interests would be increased from 0% to 50%.
(c) The maximum Certificate Balance or Notional Amount of each Class of Class C Exchangeable Certificates that may be issued in an exchange is equal payable to the Certificate Balance of the Class C Upper-Tier Regular Interest and the maximum Certificate Balance Securities Administrator or Notional Amount of each Class of Class D Exchangeable Certificates that may be issued DTC in an exchange is equal to the Certificate Balance of the Class D Upper-Tier Regular Interest.
(d) connection therewith. In order to effect an exchange of Exchangeable Certificates, the Certificateholder shall deliver a notice substantially in notify the form of Exhibit UU to the Certificate Securities Administrator by e-mail to ▇▇email at: C▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇ and S▇▇▇▇▇▇.▇▇▇ (▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇, substantially in the form of Exhibit Z, and in accordance with a subject line referencing “BBCMS 2025-5C36” the requirements set forth herein, no earlier than the first calendar day of each month and setting forth the proposed Exchange Date) no later than three (3) two Business Days before the proposed exchange date (the “Exchange Date”)date. The Exchange Date may exchange date will be subject to the Securities Administrator’s approval but can be any Business Day other than from the first or 25th day of the month to the second to the last Business Day of the monthmonth and subject to the preceding sentence. The notice must (i) be set forth on the applicable Certificateholder’s 's letterhead, (ii) carry a medallion stamp guarantee and (iii) set forth the following information: (xi) the CUSIP number, number of each Certificate or Certificates (as applicable) to be exchanged and Certificate or Certificates (as applicable) to be received; (ii) the outstanding Certificate Principal Balance or and/or Notional Amount and Original the initial Certificate Principal Balance or Original and/or Notional Amount of each proposed Surrendered Class and of each proposed Received Classthe Certificates to be exchanged; (yiii) the Certificateholder’s DTC participant number; numbers to be debited and credited and (ziv) the proposed Exchange Dateexchange date. After receiving the notice, the Securities Administrator will e-mail the certificateholder wire payment instructions relating to the exchange fee. The Securities Administrator will utilize the Deposit and Withdrawal System at DTC to exchange the Certificates. A notice shall become becomes irrevocable on the second Business Day before the proposed Exchange Date.
(e) Upon the satisfaction of the conditions to an exchange described in this Section 5.11date. Notwithstanding any other provision herein set forth, the Certificate Administrator a fee shall deliver Certificates of the applicable Received Classes be payable to the requesting CertificateholderSecurities Administrator in connection with each exchange equal to $9,000. Such fee must be received by the Securities Administrator prior to the exchange date or such exchange shall not be effected. The Certificate Administrator shall reduce the outstanding Certificate Balance(s) or Notional Amount(s) of the Surrendered Classes, and increase the outstanding Certificate Balance(s) or Notional Amount(s) of the Received Classes, on the Certificate Register. The Certificateholder and the Certificate Administrator shall utilize the “deposit and withdrawal system” at the Depository to effect the exchange.
(f) The Certificate Securities Administrator shall make the first distribution on Certificates of any Received Classes related to an Exchangeable Certificate or an Exchanged Certificate received in an exchange transaction on the Distribution Date in the following month following the month of exchange to the Certificateholder of record as of the applicable Record Date for such Certificates and Distribution Date. If an Exchange Date occurs in any month before close of business on the Distribution Date in such month, then any distributions to be made on such Distribution Date on Certificates of any Surrendered Classes shall be so made to the Certificateholders of record as last day of the applicable Record Date for such Certificates and such Distribution Date. Neither the Certificate Administrator nor the Depositor shall have any obligation to ensure the availability in the market month of the applicable Certificates to accomplish any exchange.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Hsi Asset Securitization Corp)
Exchangeable Certificates. (a) On Upon the Closing Date, the Grantor Trust shall issue the several Classes presentation and surrender by any Certificateholder of Exchangeable Certificates. Each Class of its Exchangeable Certificates or Exchanged Certificates, as applicable, in the appropriate combination as set forth on Exhibit Seven, such Certificateholder shall represent an undivided beneficial ownership hereunder transfer, assign, set over and otherwise convey to the Trustee, all of such Certificateholder's right, title and interest in the Corresponding and to such Exchangeable Upper-Tier Regular Interests Certificates or Exchanged Certificates, as applicable. The Exchangeable and Exchanged Certificates shall be transferred in an amount equal uncertificated form to the Class Percentage Interest Senior Underwriter pursuant to Section 3 of such Class the Senior Underwriting Agreement. The Exchangeable or Exchanged Certificates in each such Corresponding Exchangeable Upper-Tier Regular Interest. All amounts allocated to which the Senior Underwriter does not take an Exchangeable Upper-Tier Regular Interest hereunder, including principal and interest payable thereon and reimbursement initial position in on the books of previously allocated Realized Losses (with interest), DTC shall be allocated transferred by the Senior Underwriter to the Classes Trustee to be held in trust. U.S. Bank National Association, acting in its capacity as Trustee, acknowledges (i) the transfer and assignment to it of the uncertificated Exchangeable Certificates representing an interest thereinor Exchanged Certificates, as applicable, pursuant to this Section 5.07 and Section 3 of the Senior Underwriting Agreement and (ii) any transfer and assignment of uncertificated Exchangeable or Exchanged Certificates, as applicable, pursuant to the foregoing paragraph, and hereby declares that it will hold the same in proportion to their Class Percentage Interests therein; provided, that trust for the Exchangeable Certificates will be entitled to Prepayment Premiums and Yield Maintenance Charges as described Certificateholders on the terms contained in Section 4.01(e)this Agreement.
(b) Certificates of each Class of The Exchangeable Certificates and Exchanged Certificates authorized by this Agreement shall have the characteristics specified or determined as set forth in Exhibit Five, and otherwise shall be subject to the terms and provisions set forth herein.
(each such Classc) The Exchangeable Certificates and the Exchanged Certificates, in connection with any exchangeas applicable, an applicable “Surrendered Class”) may shall be exchanged exchangeable on the books of DTC for the Exchanged Certificates or Exchangeable Certificates, as applicable, on and after the Closing Date, in accordance with the terms and conditions set forth and otherwise in accordance with the procedures specified hereunder. In the case of each Combination Group, the Exchangeable Certificates shall be exchangeable for the Exchanged Certificates related to such Combination Group in respective denominations determined based on the proportion that the initial Certificate Principal Balances of the corresponding Classes of Exchangeable Certificates bear to the original Certificate Principal Balance or Notional Amount, as applicable, of the related Exchanged Certificates, as set forth next to in Exhibit Seven. Upon any such Class in exchange, the table below (each, an applicable “Received Class”), and vice versa. The Denomination of each portions of the Received Classes of Exchangeable Certificates must be equal to the Denomination of each of the Surrendered Classes of Certificates. No fee designated for exchange shall be required with respect to any exchange of Exchangeable Certificates. Following any exchange of Certificates of one or more Surrendered Classes for Certificates of one or more Received Classes, the Class Percentage Interests in the Corresponding Exchangeable Upper-Tier Regular Interests that are represented deemed exchanged and replaced by the Surrendered Classes Exchanged Certificates issued in exchange therefore. Correspondingly, Exchanged Certificates related to a Combination Group may be further designated for exchange for the Exchangeable Certificates (and consequently their or for other Exchanged Certificates, if applicable) related to a Combination Group in respective denominations determined based on the proportion that the initial Certificate Principal Balances or Notional Amounts) shall be decreased, and those as applicable, of such Exchanged Certificates bear to the Received Classes (and consequently their related original Certificate Principal Balances or Notional Amounts) shall be increased. The Certificate Administrator or Certificate Registrar, as applicable, of the Exchangeable Certificates or the related Exchanged Certificates, in each case, as set forth in Exhibit Seven. There shall (i) make the appropriate notation of such exchange be no limitation on the Certificate Register and on the Book-Entry Certificate for each Class number of Exchangeable Certificates involved in such exchange exchanges authorized pursuant to reflect such reductions and increases and (ii) give appropriate instructions this Section 5.07, and, except as provided below, no fee or other charge shall be payable to the Depository to reflect such reductions and increasesTrustee or DTC in connection therewith. For example, a Certificateholder holding Class C Certificates with a Denomination of $23,772,000 may surrender Class C Certificates with a Denomination of $23,772,000 (the Certificates of the applicable Surrendered Class) and receive in exchange Class C-1 Certificates with a Denomination of $11,886,000 and Class C-X1 Certificates with a Denomination of $11,886,000 (collectively, the Certificates of the applicable Received Classes). In such event, (i) the Class Percentage Interest of the Class C Certificates in each of the Class C, Class C-X1 and Class C-X2 Upper-Tier Regular Interests would be reduced from 100% to 50%, (ii) the Class Percentage Interest of the Class C-1 Certificates in each of the Class C and Class C-X2 Upper-Tier Regular Interests would be increased from 0% to 50%, and (iii) the Class Percentage Interest of the Class C-X1 Certificates in the Class C-X1 Upper-Tier Regular Interest would be increased from 0% to 50%. Similarly a Certificateholder holding Class C-1 Certificates with a Denomination of $11,886,000 that seeks to surrender all such Certificates in exchange for Class C Certificates will be required to surrender all such Certificates, as well as Class C-X1 Certificates with a Denomination of $11,886,000 in order to accomplish such exchange. In such event (assuming no other Class C, Class C-1 and Class C-X1 Certificates are then outstanding), (i) the Class Percentage Interest of the Class C-1 Certificates in each of the Class C and Class C-X2 Upper-Tier Regular Interests would be reduced from 50% to 0%, (ii) the Class Percentage Interest of the Class C-X1 Certificates in the Class C-X1 Upper-Tier Regular Interest would be reduced from 50% to 0%, and (iii) the Class Percentage Interest of the Class C Certificates in each of the Class C, Class C-X1 and Class C-X2 Upper-Tier Regular Interests would be increased from 0% to 50%.
(c) The maximum Certificate Balance or Notional Amount of each Class of Class C Exchangeable Certificates that may be issued in an exchange is equal to the Certificate Balance of the Class C Upper-Tier Regular Interest and the maximum Certificate Balance or Notional Amount of each Class of Class D Exchangeable Certificates that may be issued in an exchange is equal to the Certificate Balance of the Class D Upper-Tier Regular Interest.
(d) In order to effect an exchange of Exchangeable Certificates, the Certificateholder shall deliver a notice notify the Trustee and the Master Servicer in writing, substantially in the form of Exhibit UU to the Certificate Administrator S, (including by e-mail to at sfs.exchange@usbank.com and MSDo▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇rfc.com), ▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇ ▇▇▇ (with a subject line referencing “BBCMS 2025-5C36” and setting requirements set forth herein, no earlier than the first calendar day of the month of the proposed Exchange Date) exchange date and no later than three (3) Business Days before the proposed exchange date (the “Exchange Date”)date. The Exchange Date may exchange date will be subject to the Trustee's approval but it can generally be any Business Day other than the first or and last Business Day Days of the monthmonth and subject to the preceding sentence. The notice must (i) be set forth on the applicable Certificateholder’s 's letterhead, (ii) carry a medallion stamp guarantee and (iii) set forth the following information: (xi) the CUSIP number, number of each Certificate or Certificates (as applicable) to be exchanged and Certificate or Certificates (as applicable) to be received; (ii) the outstanding Certificate Principal Balance or and/or Notional Amount and Original the initial Certificate Principal Balance or Original and/or Notional Amount of each proposed Surrendered Class and of each proposed Received Classthe Certificates to be exchanged; (yiii) the Certificateholder’s DTC participant number; numbers to be debited and credited and (ziv) the proposed Exchange Dateexchange date. After receiving the notice, the Trustee will e-mail the certificateholder wire payment instructions relating to the exchange fee. The Trustee will utilize the Deposit and Withdrawal System at DTC to exchange the Certificates. A notice shall become becomes irrevocable on the second Business Day before the proposed Exchange Date.
(e) Upon the satisfaction of the conditions to an exchange described in this Section 5.11date. Notwithstanding any other provision herein set forth, the Certificate Administrator a fee shall deliver Certificates of the applicable Received Classes be payable to the requesting CertificateholderTrustee in connection with each exchange equal to $10,000; provided, however, multiple exchanges on any given exchange date by a single investor will be deemed to be a single exchange on such exchange date by such investor. Such fee must be received by the Trustee prior to the exchange date or such exchange shall not be effected. The Certificate Administrator shall reduce the outstanding Certificate Balance(s) or Notional Amount(s) of the Surrendered Classes, and increase the outstanding Certificate Balance(s) or Notional Amount(s) of the Received Classes, on the Certificate Register. The Certificateholder and the Certificate Administrator shall utilize the “deposit and withdrawal system” at the Depository to effect the exchange.
(f) The Certificate Administrator Trustee shall make the first distribution on Certificates of any Received Classes related to an Exchangeable Certificate or an Exchanged Certificate received in an exchange transaction on the Distribution Date in the following month following the month of exchange to the Certificateholder of record as of the applicable Record Date for such close of business on the last day of the month of the exchange. The Trustee may rely on the monthly certificate of the Master Servicer in order to make any calculation needed relating to the distribution of principal and interest on the Exchangeable Certificates and Distribution Date. If an Exchange Date occurs in any month before the Distribution Date in such month, then any distributions to be made on such Distribution Date on Certificates of any Surrendered Classes shall be so made to the Certificateholders of record as of the applicable Record Date for such Certificates and such Distribution Date. Neither the Certificate Administrator nor the Depositor shall have any obligation to ensure the availability in the market of the applicable Certificates to accomplish any exchangerelated Exchanged Certificates.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (RFMSI Series 2007 S7 Trust)
Exchangeable Certificates. (a) On the Closing Date, the Grantor Trust shall issue the several Classes of Exchangeable Certificates. Each Class of The Initial Exchangeable Certificates and Exchangeable Certificates authorized by this Agreement shall represent an undivided beneficial ownership interest in consist of the Corresponding Initial Exchangeable Upper-Tier Regular Interests in an amount equal Certificates and Exchangeable Certificates having the characteristics specified or determined as described herein, and otherwise shall be subject to the Class Percentage Interest of such Class in each such Corresponding Exchangeable Upper-Tier Regular Interest. All amounts allocated to an Exchangeable Upper-Tier Regular Interest hereunder, including principal terms and interest payable thereon and reimbursement of previously allocated Realized Losses (with interest), shall be allocated to the Classes of Exchangeable Certificates representing an interest therein, in proportion to their Class Percentage Interests therein; provided, that the Exchangeable Certificates will be entitled to Prepayment Premiums and Yield Maintenance Charges as described in Section 4.01(e)provisions set forth herein.
(b) Certificates of each Class of The Initial Exchangeable Certificates (each such Class, in connection with any exchange, an applicable “Surrendered Class”) may be exchanged on the books of DTC for Certificates of the corresponding Classes of Exchangeable Certificates set forth next to such Class in the table below (each, an applicable “Received Class”), and vice versa. The Denomination of each of the Received Classes of Certificates must be equal to the Denomination of each of the Surrendered Classes of Certificates. No fee shall be required with respect to any exchange of Exchangeable Certificates. Following any exchange of Certificates of one or more Surrendered Classes for Certificates of one or more Received Classes, the Class Percentage Interests in the Corresponding Exchangeable Upper-Tier Regular Interests that are represented by the Surrendered Classes (and consequently their related Certificate Balances or Notional Amounts) shall be decreased, and those of the Received Classes (and consequently their related Certificate Balances or Notional Amounts) shall be increased. The Certificate Administrator or Certificate Registrar, as applicable, shall (i) make the appropriate notation of such exchange be exchangeable on the Certificate Register and on books of the Book-Entry Certificate Clearing Agency for each Class of the Initial Exchangeable Certificates involved in such exchange to reflect such reductions and increases and (ii) give appropriate instructions to the Depository to reflect such reductions and increases. For example, a Certificateholder holding Class C Certificates with a Denomination of $23,772,000 may surrender Class C Certificates with a Denomination of $23,772,000 (the Certificates of the applicable Surrendered Class) and receive in exchange Class C-1 Certificates with a Denomination of $11,886,000 and Class C-X1 Certificates with a Denomination of $11,886,000 (collectively, the Certificates of the applicable Received Classes). In such event, (i) the Class Percentage Interest of the Class C Certificates in each of the Class C, Class C-X1 and Class C-X2 Upper-Tier Regular Interests would be reduced from 100% to 50%, (ii) the Class Percentage Interest of the Class C-1 Certificates in each of the Class C and Class C-X2 Upper-Tier Regular Interests would be increased from 0% to 50%, and (iii) the Class Percentage Interest of the Class C-X1 Certificates in the Class C-X1 Upper-Tier Regular Interest would be increased from 0% to 50%. Similarly a Certificateholder holding Class C-1 Certificates with a Denomination of $11,886,000 that seeks to surrender all such Certificates in exchange for Class C Certificates will be required to surrender all such Exchangeable Certificates, as well as Class C-X1 Certificates applicable, in the combinations specified on Exhibit J, on and after the Closing Date, by notice to the Securities Administrator substantially in the form of Exhibit K hereto and in accordance with a Denomination of $11,886,000 in order to accomplish such exchangethe procedures specified hereunder. In such event (assuming no other Class COn each Distribution Date, Class C-1 the Securities Administrator shall increase or reduce the Certificate Principal Amounts and Class C-X1 Certificates are then outstanding), (i) the Class Percentage Interest Notional Amounts of the Class C-1 Initial Exchangeable Certificates and the Exchangeable Certificates in each accordance with the payment priorities set forth in Section 5.02 and allocation of Realized Losses and Certificate Writedown Amounts as set forth in Section 5.03 based on the Class C and Class C-X2 Upper-Tier Regular Interests would then outstanding Certificate Principal Amounts of such Classes. There shall be reduced from 50% no limitation on the number of exchanges authorized pursuant to 0%this Section 3.10, (ii) the Class Percentage Interest of the Class C-X1 Certificates and, except as provided in the Class C-X1 Upper-Tier Regular Interest would third following paragraph, no fee or other charge shall be reduced from 50% payable to 0%, and (iii) the Class Percentage Interest of Securities Administrator or the Class C Certificates Clearing Agency in each of the Class C, Class C-X1 and Class C-X2 Upper-Tier Regular Interests would be increased from 0% to 50%.
(c) connection therewith. The maximum Certificate Balance or Principal Amount and Notional Amount of each Class of Class C the Initial Exchangeable Certificates that may be issued in an exchange is equal to the Certificate Balance of the Class C Upper-Tier Regular Interest and the maximum Certificate Balance or Notional Amount of each Class of Class D Exchangeable Certificates that may shall be issued as described in an exchange is equal the Preliminary Statement to the Certificate Balance of the Class D Upper-Tier Regular Interest.
(d) this Agreement. In order to effect an exchange of Exchangeable Certificates, the Certificateholder shall deliver a notice substantially in notify the form of Exhibit UU to the Certificate Securities Administrator by e-mail to ▇▇email at “c▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇.▇▇▇ (with a subject line referencing “BBCMS 2025-5C36” and setting forth the proposed Exchange Date) no later than three (3) Business Days prior to the proposed Exchange Date. A notice becomes irrevocable on the second (2nd) Business Day before the proposed exchange date (the Exchange Date. The “Exchange Date”). The Exchange Date may ” can be any Business Day other than the first or last Business Day of the monthmonth and the related Record Date, subject to the Securities Administrator's approval. The notice must (i) be set forth on the applicable Certificateholder’s 's letterhead, (ii) carry a medallion stamp guarantee and (iii) set forth the following information: (xi) the CUSIP number, number of each Certificate or Certificates (as applicable) to be exchanged and Certificate or Certificates (as applicable) to be received; (ii) the outstanding Certificate Balance or Principal Amounts and, if applicable, Notional Amount and Original Certificate Balance or Original Notional Amount Amounts of each proposed Surrendered Class and of each proposed Received Classthe Certificates to be exchanged; (yiii) the CertificateholderClearing Agency’s DTC participant numbernumbers to be debited and credited; and (ziv) the proposed Exchange Date; and (v) the Certificateholder’s email address. A After receiving the notice, the Securities Administrator shall e-mail to the Certificateholder wire payment instructions relating to the Exchange Fee. The Certificateholder will utilize the Deposit and Withdrawal at Custodian System at the Clearing Agency to exchange the Certificates. The Initial Exchangeable Certificate and Exchangeable Certificates to be exchanged must be in the correct Certificate Principal Amounts and Notional Amounts, as applicable, set forth on Exhibit J. The Securities Administrator shall verify the proposed Certificate Principal Amounts and Notional Amounts to ensure that the principal and interest entitlements of the Certificates received equal the entitlements of the Certificates surrendered. If there is an error, the exchange will not occur until such error is corrected. Unless rejected for error, the notice shall of exchange will become irrevocable on the second (2nd) Business Day before the proposed Exchange Date.
(e) Upon the satisfaction . The preparation of the conditions all Certificates referred to an exchange described in this Section 5.113.10 in connection with an exchange shall be at the expense of the parties thereto. For each exchange, the Certificate Administrator shall deliver Certificates Certificateholder of the applicable Received Classes related Certificate shall pay to the requesting CertificateholderSecurities Administrator in connection with each exchange a fee (the “Exchange Fee”) equal to $5,000. The Certificate Such Exchange Fee must be received by the Securities Administrator prior to the Exchange Date or such exchange shall reduce the outstanding Certificate Balance(s) or Notional Amount(s) of the Surrendered Classes, and increase the outstanding Certificate Balance(s) or Notional Amount(s) of the Received Classes, on the Certificate Registernot be effected. The Certificateholder and the Certificate Administrator shall utilize the “deposit and withdrawal system” at the Depository wishing to effect such exchange must pay any other expenses related to such exchange, including but not limited to any fees charged by the exchange.
(f) Clearing Agency. The Certificate Securities Administrator shall make the first distribution on Certificates of any Received Classes related to an Initial Exchangeable Certificate or an Exchangeable Certificate received in an exchange transaction on the Distribution Date in the following month following the month of exchange to the Certificateholder of record as of the applicable Record Date for such Certificates and Distribution Date. If an Exchange Date occurs in any month before the Distribution Date in such month, then any distributions related to be made on such Distribution Date on Certificates of any Surrendered Classes shall be so made to the Certificateholders of record as of the applicable Record Date for such Certificates and such Distribution Date. Neither the Certificate Administrator nor the Depositor shall have any obligation to ensure the availability in the market of the applicable Certificates to accomplish any exchange.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Five Oaks Investment Corp.)
Exchangeable Certificates. (a) On Upon the Closing Date, the Grantor Trust shall issue the several Classes presentation and surrender by any Certificateholder of Exchangeable Certificates. Each Class of its Exchangeable Certificates or Exchanged Certificates, as applicable, in the appropriate combination as set forth on Schedule II, such Certificateholder shall represent an undivided beneficial ownership hereunder transfer, assign, set over and otherwise convey to the Securities Administrator, all of such Certificateholder’s right, title and interest in the Corresponding and to such Exchangeable Upper-Tier Regular Interests Certificates or Exchanged Certificates, as applicable. The Exchangeable and Exchanged Certificates shall be transferred in an amount equal uncertificated form to the Class Percentage Interest Underwriter pursuant to Section 3 of such Class the Underwriting Agreement. The Exchangeable or Exchanged Certificates in each such Corresponding Exchangeable Upper-Tier Regular Interest. All amounts allocated to which the Underwriter does not take an Exchangeable Upper-Tier Regular Interest hereunder, including principal and interest payable thereon and reimbursement initial position in on the books of previously allocated Realized Losses (with interest), DTC shall be allocated transferred by the Underwriter to the Classes Securities Administrator to be held in trust. Citibank, N.A., acting in its capacity as Securities Administrator, acknowledges (i) the transfer and assignment to it of the uncertificated Exchangeable Certificates representing an interest thereinor Exchanged Certificates, as applicable, pursuant to this Section 5.07 and Section 3 of the Underwriting Agreement and (ii) any transfer and assignment of uncertificated Exchangeable or Exchanged Certificates, as applicable, pursuant to the foregoing paragraph, and hereby declares that it will hold the same in proportion to their Class Percentage Interests therein; provided, that trust for the Exchangeable Certificates will be entitled to Prepayment Premiums and Yield Maintenance Charges as described Certificateholders on the terms contained in Section 4.01(e)this Agreement.
(b) Certificates of each Class of The Exchangeable Certificates and Exchanged Certificates authorized by this Agreement shall have the characteristics specified or determined as set forth in Schedule II, and otherwise shall be subject to the terms and provisions set forth herein.
(each such Classc) The Exchangeable Certificates and the Exchanged Certificates, in connection with any exchangeas applicable, an applicable “Surrendered Class”) may shall be exchanged exchangeable on the books of DTC for the Exchanged Certificates of the corresponding Classes of Exchangeable Certificates set forth next to such Class in the table below (each, an applicable “Received Class”), and vice versa. The Denomination of each of the Received Classes of Certificates must be equal to the Denomination of each of the Surrendered Classes of Certificates. No fee shall be required with respect to any exchange of or Exchangeable Certificates. Following any exchange of Certificates of one or more Surrendered Classes for Certificates of one or more Received Classes, the Class Percentage Interests in the Corresponding Exchangeable Upper-Tier Regular Interests that are represented by the Surrendered Classes (and consequently their related Certificate Balances or Notional Amounts) shall be decreased, and those of the Received Classes (and consequently their related Certificate Balances or Notional Amounts) shall be increased. The Certificate Administrator or Certificate Registrar, as applicable, on and after the Closing Date, in accordance with the terms and conditions set forth and otherwise in accordance with the procedures specified hereunder. In the case of each Combination Group, the Exchangeable Certificates shall (i) make be exchangeable for the appropriate notation of Exchanged Certificates related to such exchange Combination Group in respective denominations determined based on the proportion that the initial Certificate Register and on Principal Balances of the Book-Entry Certificate for each Class of Exchangeable Certificates involved in such exchange to reflect such reductions and increases and (ii) give appropriate instructions bear to the Depository to reflect such reductions and increases. For example, a Certificateholder holding Class C Certificates with a Denomination of $23,772,000 may surrender Class C Certificates with a Denomination of $23,772,000 (the Certificates original Certificate Principal Balance of the applicable Surrendered Class) and receive in exchange Class C-1 Certificates with a Denomination of $11,886,000 and Class C-X1 Certificates with a Denomination of $11,886,000 (collectively, the Certificates of the applicable Received Classes). In such event, (i) the Class Percentage Interest of the Class C Certificates in each of the Class C, Class C-X1 and Class C-X2 Upper-Tier Regular Interests would be reduced from 100% to 50%, (ii) the Class Percentage Interest of the Class C-1 Certificates in each of the Class C and Class C-X2 Upper-Tier Regular Interests would be increased from 0% to 50%, and (iii) the Class Percentage Interest of the Class C-X1 Certificates in the Class C-X1 Upper-Tier Regular Interest would be increased from 0% to 50%. Similarly a Certificateholder holding Class C-1 Certificates with a Denomination of $11,886,000 that seeks to surrender all such Certificates in exchange for Class C Certificates will be required to surrender all such related Exchanged Certificates, as well as Class C-X1 Certificates with a Denomination of $11,886,000 set forth in order to accomplish Schedule II. Upon any such exchange. In such event (assuming no other Class C, Class C-1 and Class C-X1 Certificates are then outstanding), (i) the Class Percentage Interest portions of the Class C-1 Exchangeable Certificates designated for exchange shall be deemed exchanged and replaced by the Exchanged Certificates issued in exchange therefore. Correspondingly, Exchanged Certificates related to a Combination Group may be further designated for exchange for the Exchangeable Certificates (or for other Exchanged Certificates, if applicable) related to a Combination Group in respective denominations determined based on the proportion that the initial Certificate Principal Balances of such Exchanged Certificates bear to the original Certificate Principal Balances of the Exchangeable Certificates or the related Exchanged Certificates, in each case, as set forth in Schedule II. There shall be no limitation on the number of the Class C and Class C-X2 Upper-Tier Regular Interests would exchanges authorized pursuant to this Section 5.07, and, except as provided below, no fee or other charge shall be reduced from 50% to 0%, (ii) the Class Percentage Interest of the Class C-X1 Certificates in the Class C-X1 Upper-Tier Regular Interest would be reduced from 50% to 0%, and (iii) the Class Percentage Interest of the Class C Certificates in each of the Class C, Class C-X1 and Class C-X2 Upper-Tier Regular Interests would be increased from 0% to 50%.
(c) The maximum Certificate Balance or Notional Amount of each Class of Class C Exchangeable Certificates that may be issued in an exchange is equal payable to the Certificate Balance of the Class C Upper-Tier Regular Interest and the maximum Certificate Balance Securities Administrator or Notional Amount of each Class of Class D Exchangeable Certificates that may be issued DTC in an exchange is equal to the Certificate Balance of the Class D Upper-Tier Regular Interest.
(d) connection therewith. In order to effect an exchange of Exchangeable Certificates, the Certificateholder shall deliver a notice notify the Securities Administrator in writing, substantially in the form of Exhibit UU to Z, and in accordance with the Certificate Administrator by e-mail to ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ (with a subject line referencing “BBCMS 2025-5C36” requirements set forth herein, no earlier than the first calendar day of each month and setting forth the proposed Exchange Date) no later than three (3) Business Days before the proposed exchange date (the “Exchange Date”)date. The Exchange Date may exchange date will be subject to the Securities Administrator’s approval but it can generally be any Business Day other than the first or and last Business Day Days of the monthmonth and subject to the preceding sentence. The notice must (i) be set forth on the applicable Certificateholder’s 's letterhead, (ii) carry a medallion stamp guarantee and (iii) set forth the following information: (xi) the CUSIP number, number of each Certificate or Certificates (as applicable) to be exchanged and Certificate or Certificates (as applicable) to be received; (ii) the outstanding Certificate Principal Balance or and/or Notional Amount and Original the initial Certificate Principal Balance or Original and/or Notional Amount of each proposed Surrendered Class and of each proposed Received Classthe Certificates to be exchanged; (yiii) the Certificateholder’s DTC participant number; numbers to be debited and credited and (ziv) the proposed Exchange Dateexchange date. After receiving the notice, the Securities Administrator will e-mail the certificateholder wire payment instructions relating to the exchange fee. The Securities Administrator will utilize the Deposit and Withdrawal System at DTC to exchange the Certificates. A notice shall become becomes irrevocable on the second Business Day before the proposed Exchange Date.
(e) Upon the satisfaction of the conditions to an exchange described in this Section 5.11date. Notwithstanding any other provision herein set forth, the Certificate Administrator a fee shall deliver Certificates of the applicable Received Classes be payable to the requesting CertificateholderSecurities Administrator in connection with each exchange equal to $9,000. Such fee must be received by the Securities Administrator prior to the exchange date or such exchange shall not be effected. The Certificate Administrator shall reduce the outstanding Certificate Balance(s) or Notional Amount(s) of the Surrendered Classes, and increase the outstanding Certificate Balance(s) or Notional Amount(s) of the Received Classes, on the Certificate Register. The Certificateholder and the Certificate Administrator shall utilize the “deposit and withdrawal system” at the Depository to effect the exchange.
(f) The Certificate Securities Administrator shall make the first distribution on Certificates of any Received Classes related to an Exchangeable Certificate or an Exchanged Certificate received in an exchange transaction on the Distribution Date in the following month following the month of exchange to the Certificateholder of record as of the applicable Record Date for such Certificates and Distribution Date. If an Exchange Date occurs in any month before close of business on the Distribution Date in such month, then any distributions to be made on such Distribution Date on Certificates of any Surrendered Classes shall be so made to the Certificateholders of record as last day of the applicable Record Date for such Certificates and such Distribution Date. Neither the Certificate Administrator nor the Depositor shall have any obligation to ensure the availability in the market month of the applicable Certificates to accomplish any exchange.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Hsi Asset Securitization Corp)