Registration and Transfer of Certificates Sample Clauses: 186 Samples

Appears in 3 contracts

Sources: Pooling and Servicing Agreement (Access Financial Lending Corp), Pooling and Servicing Agreement (Access Financial Lending Corp), Pooling and Servicing Agreement (Access Financial Lending Corp)

Registration and Transfer of Certificates. (a) The ~~Trustee~~ Trustee, as registrar, shall cause to be kept a register (the "Register") in which, subject to such reasonable regulations as it may prescribe, the Trustee shall provide for the registration of Certificates and the registration of transfer of Certificates. The Trustee is hereby appointed registrar for the purpose of registering Certificates and transfers of Certificates as herein provided. The Holders shall have the right to inspect the Register at all reasonable times and to obtain copies thereof. (b) Subject to the provisions of Section 5.8 ~~hereof with respect to the Unregistered Certificates~~hereof, upon surrender for registration of transfer of any Certificate at the office designated as the location of the Register, the Trustee shall ~~execute and~~ execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of a like Class and in the aggregate ~~principal or notional amount~~ Certificate Principal Balance of the Certificate so surrendered. (c) At the option of any ~~Owner~~Holder, Certificates of any Class owned by such ~~Owner~~ Holder may be exchanged for other Certificates authorized of like Class, tenor and ~~a like~~ aggregate ~~original principal or notional amount~~ Certificate Principal Balance and bearing numbers not contemporaneously outstanding, upon surrender of the Certificates to be exchanged at the office designated as the location of the Register. Whenever any Certificate is so surrendered for exchange, the Trustee shall ~~execute and~~ execute, authenticate and deliver the Certificate or Certificates ~~which~~ that the ~~Owner~~ Holder making the exchange is entitled to receive. (d) All Certificates issued upon any registration of transfer or exchange of Certificates shall be valid evidence of the same ownership interests in the Trust and entitled to the same benefits under this Agreement as the Certificates surrendered upon such registration of transfer or exchange. (e) Every Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee duly executed by the Owner thereof or his attorney duly authorized in writing. (f) No service charge shall be made to an Owner for any registration of transfer or exchange of Certificates, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Certificates; any other expenses in connection with such transfer or exchange shall be an expense of the Trust. (g) It is intended that the Class A Certificates be registered so as to participate in a global book-entry system with the Depository, as set forth herein. Each Class of Class A Certificates shall be initially issued in the form of a single fully registered Class A Certificate of the related Class with a denomination equal to the original principal balance of the related Class. Upon initial issuance, the ownership of such Class A Certificates shall be registered in the Register in the name of Cede & Co., or any successor thereto, as nominee for the Depository. The minimum denominations shall be $1,000 for any Class A Certificate, $100,000 for any Class B Certificate, and 10% Percentage Interest for any Residual Certificate. The Seller and the Trustee are hereby authorized to execute and deliver the Representation Letter with the Depository. With respect to Class A Certificates registered in the Register in the name of Cede & Co., as nominee of the Depository, the Seller, the Master Servicer, the Transferor and the Trustee shall have no responsibility or obligation to the Depository's "Direct Participants" or "Indirect Participants" or beneficial owners for which the Depository holds Class A Certificates from time to time as a Depository. Without limiting the immediately preceding sentence, the Seller, the Master Servicer, the Transferor and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Class A Certificates, (ii) the delivery to any Direct or Indirect Participant or any other Person, other than a registered Owner of a Class A Certificate as shown in the Register, of any notice with respect to the Class A Certificates or (iii) the payment to, or withholding with respect to, any Direct or Indirect Participant or any other Person, other than a registered Owner of a Class A Certificate as shown in the Register, of any amount with respect to any distribution of principal or interest on the Class A Certificates. No Person other than a registered Owner of a Class A Certificate as shown in the Register shall receive a certificate evidencing such Class A Certificate. The Certificate Issuer shall have no responsibility for or obligation with respect to the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Class A Certificates. Upon delivery by the Depository to the Trustee of written notice to the effect that the Depository has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions hereof with respect to the payment of interest by the mailing of checks or drafts to the registered Owners of Class A Certificates appearing as registered Owners in the registration books maintained by the Trustee at the close of business on a Record Date, the name "Cede & Co." in this Agreement shall refer to such new nominee of the Depository. (h) In the event that (i) the Depository or the Seller advises the Trustee in writing that the Depository is no longer willing or able to discharge properly its responsibilities as nominee and depository with respect to the Class A Certificates and the Seller is unable to locate a qualified successor, (ii) the Seller at its sole option elects to terminate the book-entry system through the Depository or (iii) after an Event of Default, Owners of Certificates evidencing at least 51% Percentage Interests of any Class affected thereby notify the Seller that the continuation of a book-entry system is not in the best interests of such Class of Owners, the Class A Certificates or any Class, as applicable, shall no longer be restricted to being registered in the Register in the name of Cede & Co. (or a successor nominee) as nominee of the Depository. At that time, the Class A Certificates shall be registered in the name of and deposited with a successor depository operating a global book-entry system, as may be acceptable to the Seller, or such depository's agent or designee but, if the Seller does not select such alternative global book-entry system, then the Trustee shall notify the Owners of the Class A Certificates in writing of the termination of the book-entry system and the Class A Certificates may be registered in whatever name or names registered Owners of Class A Certificates transferring Class A Certificates shall designate, in accordance with the provisions hereof. (i) Notwithstanding any other provision of this Agreement to the contrary, so long as any Class A Certificate is registered in the name of Cede & Co., as nominee of the Depository, all distributions of principal or interest on such Class A Certificates and all notices with respect to such Class A Certificates shall be made and given, respectively, in the manner provided in the Representation Letter.

Appears in 3 contracts

Sources: Pooling and Servicing Agreement (Equivantage Acceptance Corp), Pooling and Servicing Agreement (Equivantage Acceptance Corp), Pooling and Servicing Agreement (Equivantage Acceptance Corp)

Registration and Transfer of Certificates. (a) The Trustee shall cause to be kept a register (the "Register") in which, subject to such reasonable regulations as it may prescribe, the Trustee shall provide for the registration of Certificates and the registration of transfer of Certificates. The Trustee is hereby initially appointed Registrar for the purpose of registering Certificates and transfers of Certificates as herein provided. The Certificate Insurer, the Owners and the Trustee shall have the right to inspect the Register during the Trustee's normal hours and to obtain copies thereof, and the Trustee shall have the right to rely upon a certificate executed on behalf of the Registrar by an Authorized Officer thereof as to the names and addresses of the Owners of the Certificates and the principal amounts and numbers of such Certificates. (b) Subject to the provisions of Section ~~5.8 hereof with respect to the Unregistered Certificates~~5.08 hereof, upon surrender for registration of transfer of any Certificate at the office designated as the location of the Register, upon the direction of the Registrar the Trustee shall ~~execute and~~ execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of a like Class and in the aggregate principal amount or ~~notional amount~~ Percentage Interest of the Certificate so surrendered. (c) At the option of any Owner, Certificates of any Class owned by such Owner may be exchanged for other Certificates authorized of like ~~Class,~~ Class and tenor and a like aggregate original principal amount or ~~notional amount~~ percentage interest and bearing numbers not contemporaneously outstanding, upon surrender of the Certificates to be exchanged at the office designated as the location of the Register. Whenever any Certificate is so surrendered for exchange, upon the direction of the Registrar, the Trustee shall ~~execute and~~ execute, authenticate and deliver the Certificate or Certificates which the Owner making the exchange is entitled to receive. (d) All Certificates issued upon any registration of transfer or exchange of Certificates shall be valid evidence of the same ownership interests in the Trust and entitled to the same benefits under this Agreement as the Certificates surrendered upon such registration of transfer or exchange. (e) Every Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee duly executed by the Owner thereof or his attorney duly authorized in writing. (f) No service charge shall be made to an Owner for any registration of transfer or exchange of Certificates, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Certificates; any other expenses in connection with such transfer or exchange shall be an expense of the Trust. (g) It is intended that the Class A Certificates be registered so as to participate in a global book-entry system with the Depository, as set forth herein. Each Class of Class A Certificates shall be initially issued in the form of a single fully registered Class A Certificate of the related Class with a denomination equal to the original principal balance of the related Class. Upon initial issuance, the ownership of such Class A Certificates shall be registered in the Register in the name of Cede & Co., or any successor thereto, as nominee for the Depository. The minimum denominations shall be $1,000 for any Class A Certificate, $100,000 for any Class B Certificate, and 10% Percentage Interest for any Residual Certificate. The Seller and the Trustee are hereby authorized to execute and deliver the Representation Letter with the Depository. With respect to Class A Certificates registered in the Register in the name of Cede & Co., as nominee of the Depository, the Seller, the Master Servicer, the Transferor and the Trustee shall have no responsibility or obligation to the Depository's "Direct Participants" or "Indirect Participants" or beneficial owners for which the Depository holds Class A Certificates from time to time as a Depository. Without limiting the immediately preceding sentence, the Seller, the Master Servicer, the Transferor and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Class A Certificates, (ii) the delivery to any Direct or Indirect Participant or any other Person, other than a registered Owner of a Class A Certificate as shown in the Register, of any notice with respect to the Class A Certificates or (iii) the payment to, or withholding with respect to, any Direct or Indirect Participant or any other Person, other than a registered Owner of a Class A Certificate as shown in the Register, of any amount with respect to any distribution of principal or interest on the Class A Certificates. No Person other than a registered Owner of a Class A Certificate as shown in the Register shall receive a certificate evidencing such Class A Certificate. The Certificate Issuer shall have no responsibility for or obligation with respect to the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Class A Certificates. Upon delivery by the Depository to the Trustee of written notice to the effect that the Depository has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions hereof with respect to the payment of interest by the mailing of checks or drafts to the registered Owners of Class A Certificates appearing as registered Owners in the registration books maintained by the Trustee at the close of business on a Record Date, the name "Cede & Co." in this Agreement shall refer to such new nominee of the Depository. (h) In the event that (i) the Depository or the Seller advises the Trustee in writing that the Depository is no longer willing or able to discharge properly its responsibilities as nominee and depository with respect to the Class A Certificates and the Seller is unable to locate a qualified successor, (ii) the Seller at its sole option elects to terminate the book-entry system through the Depository or (iii) after an Event of Default, Owners of Certificates evidencing at least 51% Percentage Interests of any Class affected thereby notify the Seller that the continuation of a book-entry system is not in the best interests of such Class of Owners, the Class A Certificates or any Class, as applicable, shall no longer be restricted to being registered in the Register in the name of Cede & Co. (or a successor nominee) as nominee of the Depository. At that time, the Class A Certificates shall be registered in the name of and deposited with a successor depository operating a global book-entry system, as may be acceptable to the Seller, or such depository's agent or designee but, if the Seller does not select such alternative global book-entry system, then the Trustee shall notify the Owners of the Class A Certificates in writing of the termination of the book-entry system and the Class A Certificates may be registered in whatever name or names registered Owners of Class A Certificates transferring Class A Certificates shall designate, in accordance with the provisions hereof. (i) Notwithstanding any other provision of this Agreement to the contrary, so long as any Class A Certificate is registered in the name of Cede & Co., as nominee of the Depository, all distributions of principal or interest on such Class A Certificates and all notices with respect to such Class A Certificates shall be made and given, respectively, in the manner provided in the Representation Letter.

Appears in 3 contracts

Sources: Pooling and Servicing Agreement (Block Mortgage Finance Asset Backed Certificates Ser 1997-2), Pooling and Servicing Agreement (Block Mortgage Finance Inc Asset Backed Cert Series 1998 2), Pooling and Servicing Agreement (Block Mortgage Finance Asset Backed Certificates Ser 1998-1)

Registration and Transfer of Certificates. (a) The Trustee shall cause to be kept a register (the "Register") in which, subject to such reasonable regulations as it may prescribe, the Trustee shall provide for the registration of Certificates and the registration of transfer of Certificates. The Trustee is hereby initially appointed Registrar for the purpose of registering Certificates and transfers of Certificates as herein provided. The Certificate Insurer, the Owners and the Trustee shall have the right to inspect the Register upon reasonable notice during the Trustee's normal hours and to obtain copies thereof, and the Trustee shall have the right to rely upon a certificate executed on behalf of the Registrar by an Authorized Officer thereof as to the names and addresses of the Owners of the Certificates and the principal amounts and numbers of such Certificates. If a Person other than the Trustee is appointed as Registrar by the Owners of a majority of the aggregate Voting Rights represented by the Certificates then Outstanding with the consent of the Certificate Insurer, such Owners shall give the Trustee, the Certificate Insurer and the Owners prompt written notice of the appointment of such Registrar and of the location, and any change in the location, of the Register. In connection with any such appointment the reasonable fees of the Registrar shall be paid, as expenses of the Trust, pursuant to Section 7.06 hereof. (b) Subject to the provisions of Section ~~5.8 hereof with respect to the Unregistered Certificates~~5.08 hereof, upon surrender for registration of transfer of any Certificate at the office designated as the location of the Register, upon the direction of the Registrar, the Trustee shall ~~execute and~~ execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of a like Class and in the aggregate outstanding principal amount or ~~notional amount~~ Percentage Interest of the Certificate so surrendered. (c) At the option of any Owner, Certificates of any Class owned by such Owner may be exchanged for other Certificates authorized of like ~~Class,~~ Class and tenor and a like aggregate ~~original~~ outstanding principal amount or ~~notional amount~~ Percentage Interest and bearing numbers not contemporaneously outstanding, upon surrender of the Certificates to be exchanged at the office designated as the location of the Register. Whenever any Certificate is so surrendered for exchange, upon the direction of the Registrar, the Trustee shall ~~execute and~~ execute, authenticate and deliver the Certificate or Certificates which the Owner making the exchange is entitled to receive. (d) All Certificates issued upon any registration of transfer or exchange of Certificates shall be valid evidence of the same ownership interests in the Trust and entitled to the same benefits under this Agreement as the Certificates surrendered upon such registration of transfer or exchange. (e) Every Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee duly executed by the Owner thereof or his attorney duly authorized in writing. (f) No service charge shall be made to an Owner for any registration of transfer or exchange of Certificates, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Certificates; any other expenses in connection with such transfer or exchange shall be an expense of the Trust. (g) It is intended that the Class A Certificates be registered so as to participate in a global book-entry system with the Depository, as set forth herein. Each Class of Class A Certificates shall be initially issued in the form of a single fully registered Class A Certificate of the related Class with a denomination equal to the original principal balance of the related Class. Upon initial issuance, the ownership of such Class A Certificates shall be registered in the Register in the name of Cede & Co., or any successor thereto, as nominee for the Depository. The minimum denominations shall be $1,000 for any Class A Certificate, $100,000 for any Class B Certificate, and 10% Percentage Interest for any Residual Certificate. The Seller and the Trustee are hereby authorized to execute and deliver the Representation Letter with the Depository. With respect to Class A Certificates registered in the Register in the name of Cede & Co., as nominee of the Depository, the Seller, the Master Servicer, the Transferor and the Trustee shall have no responsibility or obligation to the Depository's "Direct Participants" or "Indirect Participants" or beneficial owners for which the Depository holds Class A Certificates from time to time as a Depository. Without limiting the immediately preceding sentence, the Seller, the Master Servicer, the Transferor and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Class A Certificates, (ii) the delivery to any Direct or Indirect Participant or any other Person, other than a registered Owner of a Class A Certificate as shown in the Register, of any notice with respect to the Class A Certificates or (iii) the payment to, or withholding with respect to, any Direct or Indirect Participant or any other Person, other than a registered Owner of a Class A Certificate as shown in the Register, of any amount with respect to any distribution of principal or interest on the Class A Certificates. No Person other than a registered Owner of a Class A Certificate as shown in the Register shall receive a certificate evidencing such Class A Certificate. The Certificate Issuer shall have no responsibility for or obligation with respect to the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Class A Certificates. Upon delivery by the Depository to the Trustee of written notice to the effect that the Depository has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions hereof with respect to the payment of interest by the mailing of checks or drafts to the registered Owners of Class A Certificates appearing as registered Owners in the registration books maintained by the Trustee at the close of business on a Record Date, the name "Cede & Co." in this Agreement shall refer to such new nominee of the Depository. (h) In the event that (i) the Depository or the Seller advises the Trustee in writing that the Depository is no longer willing or able to discharge properly its responsibilities as nominee and depository with respect to the Class A Certificates and the Seller is unable to locate a qualified successor, (ii) the Seller at its sole option elects to terminate the book-entry system through the Depository or (iii) after an Event of Default, Owners of Certificates evidencing at least 51% Percentage Interests of any Class affected thereby notify the Seller that the continuation of a book-entry system is not in the best interests of such Class of Owners, the Class A Certificates or any Class, as applicable, shall no longer be restricted to being registered in the Register in the name of Cede & Co. (or a successor nominee) as nominee of the Depository. At that time, the Class A Certificates shall be registered in the name of and deposited with a successor depository operating a global book-entry system, as may be acceptable to the Seller, or such depository's agent or designee but, if the Seller does not select such alternative global book-entry system, then the Trustee shall notify the Owners of the Class A Certificates in writing of the termination of the book-entry system and the Class A Certificates may be registered in whatever name or names registered Owners of Class A Certificates transferring Class A Certificates shall designate, in accordance with the provisions hereof. (i) Notwithstanding any other provision of this Agreement to the contrary, so long as any Class A Certificate is registered in the name of Cede & Co., as nominee of the Depository, all distributions of principal or interest on such Class A Certificates and all notices with respect to such Class A Certificates shall be made and given, respectively, in the manner provided in the Representation Letter.

Appears in 2 contracts

Sources: Pooling and Servicing Agreement (Chec Funding LLC), Pooling and Servicing Agreement (Centex Home Equity Loan Trust 2000-A)

Registration and Transfer of Certificates. (a) The Trustee shall ~~cause to~~ keep books for the registration and registration of transfer of Certificates as provided in the Agreement. Said registration books shall be ~~kept a register (~~available at all reasonable times for inspection by the ~~"Register") in which~~Trustor and its agents and representatives, ~~subject to such reasonable regulations as it may prescribe,~~ and the Trustee shall provide ~~for~~ to the ~~registration~~ Trustor upon its written request, an accurate copy of ~~Certificates~~ the names and addresses of the ~~registration of transfer of Certificates~~Holders set forth on such books. (b) ~~Subject to~~ The transfer of any Certificates may be registered only upon the ~~provisions of Section 5.8 hereof with respect to~~ books kept for the ~~Unregistered Certificates, upon surrender for~~ registration and registration of transfer of Certificates upon surrender thereof to the Trustee together with an assignment duly executed by the registered owner or such owner’s attorney or legal representative in such form as shall be satisfactory to the Trustee. Upon any ~~Certificate at the office designated as the location~~ such registration of ~~the Register,~~ transfer the Trustee shall execute and ~~authenticate and deliver~~deliver in exchange for such Certificates one or more new registered Certificates, registered in the name of the ~~designated transferee~~ transferee, of any denomination or ~~transferees~~denominations authorized by the Agreement in the aggregate Stated Amount equal to the Stated Amount of such Certificates surrendered or exchanged, ~~one or more new Certificates~~ of ~~a like Class~~ the same Series and terms, and entitling the Holder thereof to receive interest payments in the same manner and in the ~~aggregate principal or notional amount of~~ same form as the ~~Certificate~~ Certificates so surrendered. (c) ~~At the option of any Owner,~~ In all cases in which Certificates ~~of any Class owned by such Owner may~~ shall be exchanged ~~for other~~ or the transfer of Certificates ~~authorized of like Class, tenor and a like aggregate original principal or notional amount and bearing numbers not contemporaneously outstanding, upon surrender of the Certificates to~~ shall be ~~exchanged at the office designated as the location of the Register. Whenever any Certificate is so surrendered for exchange~~registered hereunder, the Trustee shall execute and ~~authenticate and~~ deliver at the ~~Certificate or~~ earliest practicable time Certificates ~~which~~ in accordance with the ~~Owner making~~ provisions of the ~~exchange is entitled to receive. (d)~~ Agreement. All Certificates ~~issued upon~~ surrendered in any such exchange or registration of transfer ~~or exchange of Certificates~~ shall forthwith be valid evidence of the same ownership interests in the Trust and entitled to the same benefits under this Agreement as the Certificates surrendered upon such registration of transfer or exchange. (e) Every Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee duly executed canceled by the ~~Owner thereof or his attorney duly authorized in writing. (f)~~ Trustee. No service charge shall be made ~~to an Owner~~ for any ~~registration of transfer~~ registration, transfer, or exchange of Certificates, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any ~~registration of~~ transfer or exchange of Certificates~~; any other expenses in connection with such~~ . The Trustee shall not be required (i) to issue or register the transfer or exchange ~~shall be an expense~~ of Certificates during a period beginning at the ~~Trust. (g) It is intended that~~ opening of business 15 days before the ~~Class A Certificates be registered so as to participate in a global book-entry system with the Depository, as set forth herein. Each Class~~ day of Class A Certificates shall be initially issued in the form of a single fully registered Class A Certificate of the related Class with a denomination equal to the original principal balance of the related Class. Upon initial issuance, the ownership of such Class A Certificates shall be registered in the Register in the name of Cede & Co., or any successor thereto, as nominee for the Depository. The minimum denominations shall be $1,000 for any Class A Certificate, $100,000 for any Class B Certificate, and 10% Percentage Interest for any Residual Certificate. The Seller and the Trustee are hereby authorized to execute and deliver the Representation Letter with the Depository. With respect to Class A Certificates registered in the Register in the name of Cede & Co., as nominee of the Depository, the Seller, the Master Servicer, the Transferor and the Trustee shall have no responsibility or obligation to the Depository's "Direct Participants" or "Indirect Participants" or beneficial owners for which the Depository holds Class A Certificates from time to time as a Depository. Without limiting the immediately preceding sentence, the Seller, the Master Servicer, the Transferor and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Class A Certificates, (ii) the delivery to any Direct or Indirect Participant or any other Person, other than a registered Owner of a Class A Certificate as shown in the Register, of any notice with respect to the Class A Certificates or (iii) the payment to, or withholding with respect to, any Direct or Indirect Participant or any other Person, other than a registered Owner of a Class A Certificate as shown in the Register, of any amount with respect to any distribution of principal or interest on the Class A Certificates. No Person other than a registered Owner of a Class A Certificate as shown in the Register shall receive a certificate evidencing such Class A Certificate. The Certificate Issuer shall have no responsibility for or obligation with respect to the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Class A Certificates. Upon delivery by the Depository to the Trustee of written notice to the effect that the Depository has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions hereof with respect to the payment of interest by the mailing of ~~checks or drafts to the registered Owners~~ a notice of ~~Class A~~ redemption of Certificates ~~appearing as registered Owners~~ in ~~the registration books maintained by the Trustee~~ accordance with Section 11.4 and ending at the close of business on ~~a Record Date~~the day of such mailing, ~~the name "Cede & Co." in this Agreement shall refer to such new nominee of the Depository. (h) In the event that (i) the Depository~~ or the Seller advises the Trustee in writing that the Depository is no longer willing or able to discharge properly its responsibilities as nominee and depository with respect to the Class A Certificates and the Seller is unable to locate a qualified successor, (ii) to register the ~~Seller at its sole option elects to terminate the book-entry system through the Depository~~ transfer of or ~~(iii) after an Event of Default, Owners of~~ exchange any Certificates evidencing at least 51% Percentage Interests of any Class affected thereby notify the Seller that the continuation of a book-entry system is not in the best interests of such Class of Owners, the Class A Certificates or any Class, as applicable, shall no longer be restricted to being registered in the Register in the name of Cede & Co. (or a successor nominee) as nominee of the Depository. At that time, the Class A Certificates shall be registered in the name of and deposited with a successor depository operating a global book-entry system, as may be acceptable to the Seller, or such depository's agent or designee but, if the Seller does not select such alternative global book-entry system, then the Trustee shall notify the Owners of the Class A Certificates in writing of the termination of the book-entry system and the Class A Certificates may be registered in whatever name or names registered Owners of Class A Certificates transferring Class A Certificates shall designate, in accordance with the provisions hereofso selected for redemption. (i) Notwithstanding any other provision of this Agreement to the contrary, so long as any Class A Certificate is registered in the name of Cede & Co., as nominee of the Depository, all distributions of principal or interest on such Class A Certificates and all notices with respect to such Class A Certificates shall be made and given, respectively, in the manner provided in the Representation Letter.

Appears in 2 contracts

Sources: Master Terms of Trust Agreement (Royal Bank of Canada), Master Terms of Trust Agreement (Royal Bank of Canada)

Registration and Transfer of Certificates. (a) The ~~Trustee~~ Trustee, as registrar, shall cause to be kept a register (the "Register") in which, subject to such reasonable regulations as it may prescribe, the Trustee shall provide for the registration of Certificates and the registration of transfer of Certificates. The Trustee is hereby appointed registrar for the purpose of registering Certificates and transfers of Certificates as herein provided. The Owners shall have the right to inspect the Register at all reasonable times and to obtain copies thereof. (b) Subject to the provisions of Section 5.8 ~~hereof with respect to the Unregistered Certificates~~hereof, upon surrender for registration of transfer of any Certificate at the office designated as the location of the Register, the Trustee shall ~~execute and~~ execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of a like Class and in the aggregate ~~principal or notional amount~~ Certificate Principal Balance of the Certificate so surrendered. (c) At the option of any Owner, Certificates of any Class owned by such Owner may be exchanged for other Certificates authorized of like Class, tenor and a like aggregate ~~original principal or notional amount~~ Certificate Principal Balance and bearing numbers not contemporaneously outstanding, upon surrender of the Certificates to be exchanged at the office designated as the location of the Register. Whenever any Certificate is so surrendered for exchange, the Trustee shall ~~execute and~~ execute, authenticate and deliver the Certificate or Certificates which the Owner making the exchange is entitled to receive. (d) All Certificates issued upon any registration of transfer or exchange of Certificates shall be valid evidence of the same ownership interests in the Trust and entitled to the same benefits under this Agreement as the Certificates surrendered upon such registration of transfer or exchange. (e) Every Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee duly executed by the Owner thereof or his attorney duly authorized in writing. (f) No service charge shall be made to an Owner for any registration of transfer or exchange of Certificates, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Certificates; any other expenses in connection with such transfer or exchange shall be an expense of the Trust. The Trustee shall not be liable for any expenses in connection with the issuance of Certificates pursuant to this Section 5.4. (g) It is intended that the Class A Certificates be registered so as to participate in a global book-entry system with the Depository, as set forth herein. ~~Each Class of~~ The Class A Certificates ~~shall~~ shall, except as otherwise provided in the next paragraph, be initially issued in the form of a single fully registered Class A Certificate ~~of the related Class~~ with a denomination equal to the ~~original principal balance of the~~ related ~~Class~~Original Class A Certificate Principal Balance. Upon initial issuance, the ownership of each such Class A ~~Certificates~~ Certificate shall be registered in the Register in the name of Cede & Co., or any successor thereto, as nominee for the Depository. The minimum denominations shall be $1,000 for any Class A Certificate, ~~$100,000 for any Class B Certificate,~~ and 10% Percentage Interest for any Class B Certificate or any Residual Certificate. The ~~Seller~~ Sponsor and the Trustee are hereby authorized to execute and deliver the Representation Letter with the Depository. With respect to Class A Certificates registered in the Register in the name of Cede & Co., as nominee of the Depository, the ~~Seller~~Sponsor, the ~~Master~~ Servicer, the ~~Transferor~~ Certificate Insurer and the Trustee shall have no responsibility or obligation to ~~the Depository's "~~Direct ~~Participants"~~ or "Indirect ~~Participants"~~ Participants or beneficial owners for which the Depository holds Class A Certificates from time to time as a Depository. Without limiting the immediately preceding sentence, the ~~Seller~~Sponsor, the ~~Master~~ Servicer, the ~~Transferor~~ Certificate Insurer and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Class A Certificates, (ii) the delivery to any Direct or Indirect Participant or any other Person, other than a registered Owner of a Class A Certificate as shown in the Register, of any notice with respect to the Class A Certificates or (iii) the payment ~~to, or withholding with respect to,~~ to any Direct or Indirect Participant or any other Person, other than a registered Owner of a Class A Certificate as shown in the Register, of any amount with respect to any distribution of principal or interest on the Class A Certificates. No Person other than a registered Owner of a Class A Certificate as shown in the Register shall receive a certificate evidencing such Class A Certificate. The Certificate Issuer shall have no responsibility for or obligation with respect to the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Class A Certificates. Upon delivery by the Depository to the Trustee of written notice to the effect that the Depository has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions hereof with respect to the payment of interest by the mailing of checks or drafts to the registered Owners of Class A Certificates appearing as registered Owners in the registration books maintained by the Trustee at the close of business on a Record Date, the name "Cede & Co." in this Agreement shall refer to such new nominee of the Depository. (h) In the event that (i) the Depository or the ~~Seller~~ Sponsor advises the Trustee in writing that the Depository is no longer willing or able to discharge properly its responsibilities as nominee and depository with respect to the Class A Certificates and the ~~Seller~~ Sponsor is unable to locate a qualified ~~successor,~~ successor or (ii) the ~~Seller~~ Sponsor at its sole option elects to terminate the book-entry system through the Depository or (iii) after an Event of Default, Owners of Certificates evidencing at least 51% Percentage Interests of any Class affected thereby notify the Seller that the continuation of a book-entry system is not in the best interests of such Class of OwnersDepository, the Class A Certificates ~~or any Class, as applicable,~~ shall no longer be restricted to being registered in the Register in the name of Cede & Co. (or a successor nominee) as nominee of the Depository. At that time, the Sponsor may determine that the Class A Certificates shall be registered in the name of and deposited with a successor depository operating a global book-entry system, as may be acceptable to the ~~Seller~~Sponsor, or such depository's agent or designee but, if the ~~Seller~~ Sponsor does not select such alternative global book-entry system, then ~~the Trustee shall notify the Owners of the Class A Certificates in writing of the termination of the book-entry system and~~ the Class A Certificates may be registered in whatever name or names registered Owners of Class A Certificates transferring Class A Certificates shall designate, in accordance with the provisions hereof. (i) Notwithstanding any other provision of this Agreement to the contrary, so long as any Class A Certificate is registered in the name of Cede & Co., as nominee of the Depository, all distributions of principal or interest on such Class A Certificates as the case may be and all notices with respect to such Class A Certificates as the case may be shall be made and given, respectively, in the manner provided in the Representation Letter.

Appears in 2 contracts

Sources: Pooling and Servicing Agreement (Equivantage Acceptance Corp), Pooling and Servicing Agreement (Equivantage Acceptance Corp)

Registration and Transfer of Certificates. (a) The Trustee shall cause to be kept a register (the "Register") in which, subject to such reasonable regulations as it may prescribe, the Trustee shall provide for the registration of Certificates and the registration of transfer of Certificates. The Trustee is hereby initially appointed Registrar for the purpose of registering Certificates and transfers of Certificates as herein provided. The Certificate Insurer, the Depositor, the Owners and the Trustee shall have the right to inspect the Register upon reasonable notice during the Trustee's normal hours and to obtain copies thereof, and the Trustee shall have the right to rely upon a certificate executed on behalf of the Registrar by an Authorized Officer thereof as to the names and addresses of the Owners of the Certificates and the principal amounts and numbers of such Certificates. If a Person other than the Trustee is appointed as Registrar by the Owners of a majority of the aggregate Voting Rights represented by the Certificates then Outstanding with the consent of the Certificate Insurer, such Owners shall give the Trustee, the Certificate Insurer and the Owners prompt written notice of the appointment of such Registrar and of the location, and any change in the location, of the Register. In connection with any such appointment the reasonable fees of the Registrar shall be paid, as expenses of the Trust, pursuant to Section 7.06 hereof. (b) Subject to the provisions of Section ~~5.8 hereof with respect to the Unregistered Certificates~~5.08 hereof, upon surrender for registration of transfer of any Certificate at the office designated as the location of the Register, upon the direction of the Registrar, the Trustee shall ~~execute and~~ execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of a like Class and in the aggregate outstanding principal amount or ~~notional amount~~ Percentage Interest of the Certificate so surrendered. (c) At the option of any Owner, Certificates of any Class owned by such Owner may be exchanged for other Certificates authorized of like ~~Class,~~ Class and tenor and a like aggregate ~~original~~ outstanding principal amount or ~~notional amount~~ Percentage Interest and bearing numbers not contemporaneously outstanding, upon surrender of the Certificates to be exchanged at the office designated as the location of the Register. Whenever any Certificate is so surrendered for exchange, upon the direction of the Registrar, the Trustee shall ~~execute and~~ execute, authenticate and deliver the Certificate or Certificates which the Owner making the exchange is entitled to receive. (d) All Certificates issued upon any registration of transfer or exchange of Certificates shall be valid evidence of the same ownership interests in the Trust and entitled to the same benefits under this Agreement as the Certificates surrendered upon such registration of transfer or exchange. (e) Every Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee duly executed by the Owner thereof or his attorney duly authorized in writing. (f) No service charge shall be made to an Owner for any registration of transfer or exchange of Certificates, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Certificates; any other expenses in connection with such transfer or exchange shall be an expense of the Trust. (g) It is intended that the Class A Certificates be registered so as to participate in a global book-entry system with the Depository, as set forth herein. Each Class of Class A Certificates shall be initially issued in the form of a single fully registered Class A Certificate of the related Class with a denomination equal to the original principal balance of the related Class. Upon initial issuance, the ownership of such Class A Certificates shall be registered in the Register in the name of Cede & Co., or any successor thereto, as nominee for the Depository. The minimum denominations shall be $1,000 for any Class A Certificate, $100,000 for any Class B Certificate, and 10% Percentage Interest for any Residual Certificate. The Seller and the Trustee are hereby authorized to execute and deliver the Representation Letter with the Depository. With respect to Class A Certificates registered in the Register in the name of Cede & Co., as nominee of the Depository, the Seller, the Master Servicer, the Transferor and the Trustee shall have no responsibility or obligation to the Depository's "Direct Participants" or "Indirect Participants" or beneficial owners for which the Depository holds Class A Certificates from time to time as a Depository. Without limiting the immediately preceding sentence, the Seller, the Master Servicer, the Transferor and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Class A Certificates, (ii) the delivery to any Direct or Indirect Participant or any other Person, other than a registered Owner of a Class A Certificate as shown in the Register, of any notice with respect to the Class A Certificates or (iii) the payment to, or withholding with respect to, any Direct or Indirect Participant or any other Person, other than a registered Owner of a Class A Certificate as shown in the Register, of any amount with respect to any distribution of principal or interest on the Class A Certificates. No Person other than a registered Owner of a Class A Certificate as shown in the Register shall receive a certificate evidencing such Class A Certificate. The Certificate Issuer shall have no responsibility for or obligation with respect to the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Class A Certificates. Upon delivery by the Depository to the Trustee of written notice to the effect that the Depository has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions hereof with respect to the payment of interest by the mailing of checks or drafts to the registered Owners of Class A Certificates appearing as registered Owners in the registration books maintained by the Trustee at the close of business on a Record Date, the name "Cede & Co." in this Agreement shall refer to such new nominee of the Depository. (h) In the event that (i) the Depository or the Seller advises the Trustee in writing that the Depository is no longer willing or able to discharge properly its responsibilities as nominee and depository with respect to the Class A Certificates and the Seller is unable to locate a qualified successor, (ii) the Seller at its sole option elects to terminate the book-entry system through the Depository or (iii) after an Event of Default, Owners of Certificates evidencing at least 51% Percentage Interests of any Class affected thereby notify the Seller that the continuation of a book-entry system is not in the best interests of such Class of Owners, the Class A Certificates or any Class, as applicable, shall no longer be restricted to being registered in the Register in the name of Cede & Co. (or a successor nominee) as nominee of the Depository. At that time, the Class A Certificates shall be registered in the name of and deposited with a successor depository operating a global book-entry system, as may be acceptable to the Seller, or such depository's agent or designee but, if the Seller does not select such alternative global book-entry system, then the Trustee shall notify the Owners of the Class A Certificates in writing of the termination of the book-entry system and the Class A Certificates may be registered in whatever name or names registered Owners of Class A Certificates transferring Class A Certificates shall designate, in accordance with the provisions hereof. (i) Notwithstanding any other provision of this Agreement to the contrary, so long as any Class A Certificate is registered in the name of Cede & Co., as nominee of the Depository, all distributions of principal or interest on such Class A Certificates and all notices with respect to such Class A Certificates shall be made and given, respectively, in the manner provided in the Representation Letter.

Appears in 2 contracts

Sources: Pooling and Servicing Agreement (Centex Home Equity Loan Asset Backed Certs Series 2001 A), Pooling and Servicing Agreement (Centex Credit Corp Home Eq Ln Asset Backed Cert Ser 2000 B)

Registration and Transfer of Certificates. (a) The Trustee shall cause to be kept a register (the "Register") in which, subject to such reasonable regulations as it may prescribe, the Trustee shall provide for the registration of Certificates and the registration of transfer of Certificates. The Trustee is hereby initially appointed Registrar for the purpose of registering Certificates and transfers of Certificates as herein provided. The Owners and the Trustee shall have the right to inspect the Register during the Registrar's normal hours and to obtain copies thereof, and the Trustee shall have the right to rely upon a certificate executed on behalf of the Registrar by an Authorized Officer thereof as to the names and addresses of the Owners of the Certificates and the principal amounts and numbers of such Certificates. If a Person other than the Trustee is appointed as Registrar by the Owners of a majority of the aggregate Percentage Interests represented by the Offered Certificates then Outstanding or, if there are no longer any Offered Certificates then Outstanding, by such majority of the Percentage Interests represented by the Class R Certificates, the Trustee will give the Owners prompt written notice of the appointment of such Registrar and of the location, and any change in the location, of the Register. (b) Subject to the provisions of Section ~~5.8 hereof with respect to the Unregistered Certificates~~5.08 hereof, upon surrender for registration of transfer of any Certificate at the office designated as the location of the Register, upon the direction of the Registrar the Depositor shall execute and the Trustee shall ~~execute and~~ authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of a like Class and in the aggregate principal amount or ~~notional amount~~ Percentage Interest of the Certificate so surrendered. (c) At the option of any Owner, Certificates of any Class owned by such Owner may be exchanged for other Certificates authorized of like ~~Class,~~ Class and tenor and a like aggregate original principal amount or ~~notional amount~~ percentage interest and bearing numbers not contemporaneously ~~outstanding~~Outstanding, upon surrender of the Certificates to be exchanged at the office designated as the location of the Register. Whenever any Certificate is so surrendered for exchange, upon the direction of the Registrar, the Depositor and the Trustee shall ~~execute and~~ execute, authenticate and deliver the Certificate or Certificates which the Owner making the exchange is entitled to receive. (d) All Certificates issued upon any registration of transfer or exchange of Certificates shall be valid evidence of the same ownership interests in the Trust and entitled to the same benefits under this Agreement as the Certificates surrendered upon such registration of transfer or exchange. (e) Every Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the ~~Trustee~~ Registrar duly executed by the Owner thereof or his attorney duly authorized in writing. (f) No service charge shall be made to an Owner for any registration of transfer or exchange of Certificates, but the Registrar or Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Certificates; any other expenses in connection with such transfer or exchange shall be an expense of the Trust. (g) It is intended that the ~~Class A~~ Offered Certificates be registered so as to participate in a global book-entry system with the Depository, as set forth herein. Each Class of ~~Class A~~ Offered Certificates ~~shall~~ shall, except as otherwise provided in Subsection (h), be initially issued in the form of a single fully registered ~~Class A~~ Offered Certificate of ~~the related Class with a denomination equal to the original principal balance of the related~~ such Class. Upon initial issuance, the ownership of each such ~~Class A Certificates~~ Offered Certificate shall be registered in the Register in the name of Cede & Co., or any successor thereto, as nominee for the Depository. ~~The minimum denominations~~ On the Startup Day, no Offered Certificates shall be issued in denominations of less than $1,000 ~~for any~~ except that one certificate in each class may be in an amount less than $1,000. No Class ~~A Certificate,~~ C-IO Certificates shall be issued in denominations of less than $~~100,000 for any Class B Certificate, and 10% Percentage Interest for any Residual Certificate~~1,000 (based on the original Notional Principal Amount thereof). The ~~Seller~~ Class D Certificates, the Class R Certificates and the Class S Certificates (other than the Tax Matters Person Residual Interest) shall be issued in minimum percentage interests of 10%. The Depositor and the Trustee are hereby authorized to execute and deliver the Representation Letter with the Depository. With respect to ~~Class A~~ the Offered Certificates registered in the Register in the name of Cede & Co., as nominee of the Depository, the ~~Seller~~Depositor, the Servicers, the Master Servicer, the ~~Transferor~~ Seller and the Trustee shall have no responsibility or obligation to ~~the Depository's "~~Direct ~~Participants"~~ or "Indirect ~~Participants"~~ Participants or beneficial owners for which the Depository holds ~~Class A~~ Offered Certificates from time to time as a Depository. Without limiting the immediately preceding sentence, the ~~Seller~~Depositor, the Servicers, the Master Servicer, the ~~Transferor~~ Seller and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the ~~Class A~~ Offered Certificates, (ii) the delivery to any Direct or Indirect Participant or any other Person, other than a registered Owner of a ~~Class A~~ Offered Certificate as shown in the Register, of any notice with respect to the ~~Class A~~ Offered Certificates or (iii) the payment ~~to, or withholding with respect to,~~ to any Direct or Indirect Participant or any other Person, other than a registered Owner of a ~~Class A~~ Offered Certificate as shown in the Register, of any amount with respect to any distribution of principal or interest on the ~~Class A~~ Offered Certificates. No Person other than a registered Owner of a ~~Class A~~ Offered Certificate as shown in the Register shall receive a certificate evidencing such ~~Class A~~ Offered Certificate. The Certificate Issuer shall have no responsibility for or obligation with respect to the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Class A Certificates. Upon delivery by the Depository to the Trustee of written notice to the effect that the Depository has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions hereof with respect to the payment of interest by the mailing of checks or drafts to the registered Owners of ~~Class A~~ Offered Certificates appearing as registered Owners in the registration books maintained by the Trustee at the close of business on a Record Date, the name "Cede & Co." in this Agreement shall refer to such new nominee of the Depository. (h) In the event that ~~(i)~~ the Depository or the ~~Seller~~ Depositor advises the Trustee in writing that the Depository is no longer willing or able to discharge properly its responsibilities as nominee and depository with respect to the ~~Class A~~ Offered Certificates and the ~~Seller~~ Depositor or the Trustee is unable to locate a qualified successor, ~~(ii)~~ the ~~Seller at its sole option elects to terminate the book-entry system through the Depository or (iii) after an Event of Default, Owners of~~ Offered Certificates evidencing at least 51% Percentage Interests of any Class affected thereby notify the Seller that the continuation of a book-entry system is not in the best interests of such Class of Owners, the Class A Certificates or any Class, as applicable, shall no longer be restricted to being registered in the Register in the name of Cede & Co. (or a successor nominee) as nominee of the Depository. At that time, the ~~Class A~~ Depositor may determine that the Offered Certificates shall be registered in the name of and deposited with a successor depository operating a global book-entry system, as may be acceptable to the ~~Seller~~Depositor and at the Depositor's expense, or such depository's agent or designee but, if the ~~Seller~~ Depositor does not select such alternative global book-entry system, then the ~~Trustee shall notify the Owners of the Class A Certificates in writing of the termination of the book-entry system and the Class A~~ Offered Certificates may be registered in whatever name or names registered Owners of ~~Class A~~ Offered Certificates transferring ~~Class A~~ Offered Certificates shall designate, in accordance with the provisions hereof. (i) Notwithstanding any other provision of this Agreement to the contrary, so long as any ~~Class A~~ Offered Certificate is registered in the name of Cede & Co., as nominee of the Depository, all distributions of principal or interest on such ~~Class A~~ Offered Certificates and all notices with respect to such ~~Class A~~ Offered Certificates shall be made and given, respectively, in the manner provided in the Representation Letter.

Appears in 2 contracts

Sources: Pooling and Servicing Agreement (Amresco Residential Securities Corp Mortgage Loan Tr 1998-2), Pooling and Servicing Agreement (Amresco Residential Securities Corp)

Registration and Transfer of Certificates. (a) The Trustee shall cause to be kept a register (the "“Register"”) in which, subject to such reasonable regulations as it may prescribe, the Trustee shall provide for the registration of Certificates and the registration of transfer of Certificates. The Trustee is hereby initially appointed Registrar for the purpose of registering Certificates and transfers of Certificates as herein provided. The Depositor, the Owners and the Trustee shall have the right to inspect the Register upon reasonable notice during the Trustee’s normal hours and to obtain copies thereof, and the Trustee shall have the right to rely upon a certificate executed on behalf of the Registrar by an Authorized Officer thereof as to the names and addresses of the Owners of the Certificates and the principal amounts and numbers of such Certificates. If a Person other than the Trustee is appointed as Registrar by the Owners of a majority of the aggregate Voting Rights represented by the Certificates then Outstanding, such Owners shall give the Trustee and the Owners prompt written notice of the appointment of such Registrar and of the location, and any change in the location, of the Register. In connection with any such appointment the reasonable fees of the Registrar shall be paid, as expenses of the Trust, pursuant to Section 7.06 hereof. (b) Subject to the provisions of Section ~~5.8 hereof with respect to the Unregistered Certificates~~5.08 hereof, upon surrender for registration of transfer of any Certificate at the office designated as the location of the Register, upon the direction of the Registrar, the Trustee shall ~~execute and~~ execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of a like Class and in the aggregate outstanding principal amount or ~~notional amount~~ Percentage Interest of the Certificate so surrendered. (c) At the option of any Owner, Certificates of any Class owned by such Owner may be exchanged for other Certificates authorized of like ~~Class,~~ Class and tenor and a like aggregate ~~original~~ outstanding principal amount or ~~notional amount~~ Percentage Interest and bearing numbers not contemporaneously outstanding, upon surrender of the Certificates to be exchanged at the office designated as the location of the Register. Whenever any Certificate is so surrendered for exchange, upon the direction of the Registrar, the Trustee shall ~~execute and~~ execute, authenticate and deliver the Certificate or Certificates which the Owner making the exchange is entitled to receive. (d) All Certificates issued upon any registration of transfer or exchange of Certificates shall be valid evidence of the same ownership interests in the Trust and entitled to the same benefits under this Agreement as the Certificates surrendered upon such registration of transfer or exchange. (e) Every Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the ~~Trustee~~ Registrar duly executed by the Owner thereof or his attorney duly authorized in writing. (f) No service charge shall be made to an Owner for any registration of transfer or exchange of Certificates, but the Registrar or Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Certificates; any other expenses in connection with such transfer or exchange shall be an expense of the Trust. (g) It is intended that the ~~Class A~~ Offered Certificates be registered so as to participate in a global book-entry system with the Depository, as set forth herein. Each Class of ~~Class A~~ Offered Certificates ~~shall~~ shall, except as otherwise provided in Subsection (h), be initially issued in the form of a single fully registered ~~Class A~~ Offered Certificate of ~~the related Class with a denomination equal to the original principal balance of the related~~ such Class. Upon initial issuance, the ownership of each such ~~Class A Certificates~~ Offered Certificate shall be registered in the Register in the name of Cede & Co., or any successor thereto, as nominee for the Depository. ~~The minimum denominations~~ On the Startup Day, the Offered Certificates (other than the Class B-3 Certificates) shall be issued in denominations of $25,000 and integral multiples of $1,000 ~~for any~~ in excess thereof and the Class ~~A Certificate,~~ B-3 Certificates shall be issued in denomination of $100,000 ~~for any Class B Certificate,~~ and ~~10% Percentage Interest for any Residual Certificate~~integral multiples of $1,000 in excess thereof. The ~~Seller~~ Depositor and the Trustee are hereby authorized to execute and deliver the Representation Letter with the ~~Depository~~Depository in the form provided to the Trustee by the Depositor. With respect to ~~Class A~~ the Offered Certificates registered in the Register in the name of Cede & Co., as nominee of the Depository, the ~~Seller~~Depositor, the ~~Master~~ Servicer, the ~~Transferor~~ Seller and the Trustee shall have no responsibility or obligation to ~~the Depository's "~~Direct ~~Participants"~~ or "Indirect ~~Participants"~~ Participants or beneficial owners for which the Depository holds ~~Class A~~ Offered Certificates from time to time as a Depository. Without limiting the immediately preceding sentence, the ~~Seller~~Depositor, the ~~Master~~ Servicer, the ~~Transferor~~ Sellers and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the ~~Class A~~ Offered Certificates, (ii) the delivery to any Direct or Indirect Participant or any other Person, other than a registered Owner of ~~a Class A~~ an Offered Certificate as shown in the Register, of any notice with respect to the ~~Class A~~ Offered Certificates or (iii) the payment ~~to, or withholding with respect to,~~ to any Direct or Indirect Participant or any other Person, other than a registered Owner of ~~a Class A~~ an Offered Certificate as shown in the Register, of any amount with respect to any distribution of principal or interest on the ~~Class A~~ Offered Certificates. No Person other than a registered Owner of ~~a Class A~~ an Offered Certificate as shown in the Register shall receive a certificate evidencing such ~~Class A~~ Offered Certificate. The Certificate Issuer shall have no responsibility for or obligation with respect to the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Class A Certificates. Upon delivery by the Depository to the Trustee of written notice to the effect that the Depository has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions hereof with respect to the payment of interest by the mailing of checks or drafts to the registered Owners of ~~Class A~~ Offered Certificates appearing as registered Owners in the registration books maintained by the Trustee at the close of business on a Record Date, the name "“Cede & Co." ” in this Agreement shall refer to such new nominee of the Depository. (h) In the event that (i) the Depository or the ~~Seller~~ Depositor advises the Trustee in writing that the Depository is no longer willing or able to discharge properly its responsibilities as nominee and depository with respect to the ~~Class A~~ Offered Certificates and either of CHEC or the ~~Seller~~ Trustee is unable to locate a qualified ~~successor,~~ successor or (ii) the ~~Seller~~ Depositor at its sole option elects to terminate the book-entry system through the Depository or (iii) after ~~an Event~~ the occurrence of ~~Default~~a Servicer Termination Event, ~~Owners~~ the beneficial owners of each Class of Offered Certificates ~~evidencing at least 51%~~ representing Percentage Interests aggregating not less than [____]% of ~~any~~ such Class ~~affected thereby notify~~ advises the ~~Seller~~ Trustee and Depository through the Direct or Indirect Participants in writing that the continuation of a book-entry system through the Depository to the exclusion of definitive, fully registered certificates (the “Definitive Certificates”) to Owners is ~~not~~ no longer in the best interests of ~~such Class of~~ the Owners, the ~~Class A~~ Offered Certificates ~~or any Class, as applicable,~~ shall no longer be restricted to being registered in the Register in the name of Cede & Co. (or a successor nominee) as nominee of the Depository. At In the case of (i) and (ii) above, CHEC may determine that ~~time,~~ the ~~Class A~~ Offered Certificates shall be registered in the name of and deposited with a successor depository operating a global book-entry system, as may be acceptable to the ~~Seller~~CHEC and at the expense of CHEC, or such depository's ’s agent or designee but, if ~~the Seller~~ CHEC does not select such alternative global book-entry ~~system, then the Trustee shall notify the Owners of the Class A Certificates in writing of the termination of the book-entry~~ system and in the ~~Class A~~ case of (iii) above, the Offered Certificates may be registered in whatever name or names registered Owners of ~~Class A~~ Offered Certificates transferring ~~Class A~~ Offered Certificates shall designate, in accordance with the provisions hereof. (i) Notwithstanding any other provision of this Agreement to the contrary, so long as any ~~Class A~~ Offered Certificate is registered in the name of Cede & Co., as nominee of the Depository, all distributions of principal or interest on such ~~Class A~~ Offered Certificates and all notices with respect to such ~~Class A~~ Offered Certificates shall be made and given, respectively, in the manner provided in the Representation Letter.

Appears in 2 contracts

Sources: Pooling and Servicing Agreement (Chec Funding LLC), Pooling and Servicing Agreement (Chec Funding LLC)

Registration and Transfer of Certificates. (a) The ~~Trustee~~ Trustee, as registrar, shall cause to be kept a register (the "Register") in which, subject to such reasonable regulations as it may prescribe, the Trustee shall provide for the registration of Certificates and the registration of transfer of Certificates. The Trustee is hereby appointed registrar (the "Registrar") for the purpose of registering Certificates and transfers of Certificates as herein provided. The Owners and the Certificate Insurer shall have the right to inspect the Register during business hours upon reasonable notice (but no less than 2 Business Days) and to obtain copies thereof. (b) Subject to the provisions of Section 5.8 ~~hereof with respect to the Unregistered Certificates~~hereof, upon surrender for registration of transfer of any Certificate at the office designated as the location of the Register, the Trustee shall ~~execute and~~ execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of a like Class and in the aggregate principal ~~or notional~~ amount of the Certificate so surrendered. (c) At the option of any Owner, Certificates of any Class owned by such Owner may be exchanged for other Certificates authorized of like Class, ~~tenor and a like~~ tenor, aggregate original principal ~~or notional~~ amount and bearing numbers not contemporaneously outstanding, upon surrender of the Certificates to be exchanged at the office designated as the location of the Register. Whenever any Certificate is so surrendered for exchange, the Trustee shall ~~execute and~~ execute, authenticate and deliver the Certificate or Certificates which the Owner making the exchange is entitled to receive. (d) All Certificates issued upon any registration of transfer or exchange of Certificates shall be valid evidence of the same ownership interests in the Trust and entitled to the same benefits under this Agreement as the Certificates surrendered upon such registration of transfer or exchange. (e) Every Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee duly executed by the Owner thereof or his attorney duly authorized in writing. (f) No service charge shall be made to an Owner for any registration of transfer or exchange of Certificates, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Certificates; any other expenses in connection with such transfer or exchange shall be an expense of the Trust. (g) It is intended that the Class A Certificates be registered so as to participate in a global book-entry system with the Depository, as set forth herein. Each Class of Class A Certificates ~~shall~~ shall, except as otherwise provided in the next paragraph, be initially issued in the form of a single fully registered Class A Certificate ~~of the related Class~~ with a denomination equal to the ~~original principal balance~~ Original Certificate Principal Balance of ~~the related~~ such Class. Upon initial issuance, the ownership of each such Class A ~~Certificates~~ Certificate shall be registered in the Register in the name of Cede & Co., or any successor thereto, as nominee for the Depository. ~~The minimum denominations~~ On the Startup Day, no Class A Certificates shall be issued in denominations of less than $~~1,000~~ 25,000 except for ~~any~~ one Certificate of each Class ~~A Certificate,~~ which may be in a denomination of less than $~~100,000 for any Class B Certificate, and 10% Percentage Interest for any Residual Certificate~~1,000; accordingly the Trust shall not issue tail certificates on the Startup Day. The Seller and the Trustee are hereby authorized to execute and deliver the Representation Letter with the Depository. With respect to Class A Certificates registered in the Register in the name of Cede & Co., as nominee of the Depository, the Seller, the ~~Master~~ Servicer, the ~~Transferor~~ Oversight Agent and the Trustee shall have no responsibility or obligation to ~~the Depository's "~~Direct ~~Participants"~~ or "Indirect ~~Participants"~~ Participants or beneficial owners for which the Depository holds Class A Certificates from time to time as a Depository. Without limiting the immediately preceding sentence, the Seller, the ~~Master~~ Servicer, the ~~Transferor~~ Oversight Agent and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Class A Certificates, (ii) the delivery to any Direct or Indirect Participant or any other Person, other than a registered Owner of a Class A Certificate as shown in the Register, of any notice with respect to the Class A Certificates or (iii) the payment ~~to, or withholding with respect to,~~ to any Direct or Indirect Participant or any other Person, other than a registered Owner of a Class A Certificate as shown in the Register, of any amount with respect to any distribution of principal or interest on the Class A Certificates. No Person other than a registered Owner of a Class A Certificate as shown in the Register shall receive a certificate evidencing such Class A Certificate. The Certificate Issuer shall have no responsibility for or obligation with respect to the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Class A Certificates. Upon delivery by the Depository to the Trustee of written notice to the effect that the Depository has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions hereof with respect to the payment of interest by the mailing of checks or drafts to the registered Owners of Class A Certificates appearing as registered Owners in the registration books maintained by the Trustee at the close of business on a Record Date, the name "Cede & Co." in this Agreement shall refer to such new nominee of the Depository. (h) In the event that (i) the Depository or the Seller advises the Trustee and the Certificate Insurer in writing that the Depository is no longer willing or able to discharge properly its responsibilities as nominee and depository with respect to the Class A Certificates and the Seller or the Trustee is unable to locate a qualified ~~successor,~~ successor or (ii) the Seller at its sole option elects to terminate the book-entry system through the Depository or (iii) after an Event of Default, Owners of Certificates evidencing at least 51% Percentage Interests of any Class affected thereby notify the Seller that the continuation of a book-entry system is not in the best interests of such Class of OwnersDepository, the Class A Certificates ~~or any Class, as applicable,~~ shall no longer be restricted to being registered in the Register in the name of Cede & Co. (or a successor nominee) as nominee of the Depository. At that time, the Seller may determine that the Class A Certificates shall be registered in the name of and deposited with a successor depository operating a global book-entry system, as may be acceptable to the Seller and at the Seller's expense, or such depository's agent or designee but, if the Seller does not select such alternative global book-entry system, then ~~the Trustee shall notify the Owners of the Class A Certificates in writing of the termination of the book-entry system and~~ the Class A Certificates may be registered in whatever name or names registered Owners of Class A Certificates transferring Class A Certificates shall designate, in accordance with the provisions hereof. (i) Notwithstanding any other provision of this Agreement to the contrary, so long as any Class A Certificate is registered in the name of Cede & Co., as nominee of the Depository, all distributions of principal or interest on such Class A Certificates and all notices with respect to such Class A Certificates shall be made and given, respectively, in the manner provided in the Representation Letter.

Appears in 2 contracts

Sources: Pooling and Servicing Agreement (First Alliance Mortgage Loan Trust 1999-4), Pooling and Servicing Agreement (First Alliance Mortgage Loan Trust 1999-1)

Registration and Transfer of Certificates. (a) The Grantor Trustee shall cause to be kept a register (the "Register") in which, subject to such reasonable regulations as it may prescribe, the Grantor Trustee shall provide for the registration of Certificates and the registration of transfer of Certificates. The Grantor Trustee is hereby initially appointed Registrar for the purpose of registering Certificates and transfers of Certificates as herein provided. The Owners, the Certificate Insurer and the Grantor Trustee shall have the right to inspect the Register during the Grantor Trustee's normal hours and to obtain copies thereof, and the Grantor Trustee shall have the right to rely upon a certificate executed on behalf of the Registrar by an Authorized Officer thereof as to the names and addresses of the Owners of the Certificates and the principal amounts and numbers of such Certificates. If a Person other than the Grantor Trustee is appointed as Registrar by the Owners of a majority of the aggregate Percentage Interests represented by the Certificates then Outstanding with the consent of the Certificate Insurer, the Grantor Trustee will give the Owners and the Certificate Insurer prompt written notice of the appointment of such Registrar and of the location, and any change in the location, of the Register. In connection with any such appointment the annual fees of the bank then serving as Grantor Trustee and Registrar shall thenceforth be reduced by the amount to be agreed upon by the Grantor Trustee and the Depositor at such time and the reasonable fees of the Registrar shall be paid, as expenses of the Trust, pursuant to Section 7.05 hereof. (b) Subject to the provisions of Section ~~5.8 hereof with respect to the Unregistered Certificates~~5.08 hereof, upon surrender for registration of transfer of any Certificate at the office designated as the location of the Register, upon the ~~Trustee~~ direction of the Registrar the Depositor shall execute and the Grantor Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of a like Class and in the aggregate principal amount or ~~notional amount~~ percentage interest of the Certificate so surrendered. (c) At the option of any Owner, Certificates of any Class owned by such Owner may be exchanged for other Certificates authorized of like ~~Class,~~ Class and tenor and a like aggregate original principal amount or ~~notional amount~~ percentage interest and bearing numbers not contemporaneously outstanding, upon surrender of the Certificates to be exchanged at the office designated as the location of the Register. Whenever any Certificate is so surrendered for exchange, upon the direction of the Registrar, the Depositor and the Grantor Trustee shall ~~execute and~~ execute, authenticate and deliver the Certificate or Certificates which the Owner making the exchange is entitled to receive. (d) All Certificates issued upon any registration of transfer or exchange of Certificates shall be valid evidence of the same ownership interests in the Trust and entitled to the same benefits under this Agreement as the Certificates surrendered upon such registration of transfer or exchange. (e) Every Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the ~~Trustee~~ Registrar duly executed by the Owner thereof or his attorney duly authorized in writing. (f) No service charge shall be made to an Owner for any registration of transfer or exchange of Certificates, but the Registrar or Grantor Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Certificates; any other expenses in connection with such transfer or exchange shall be an expense of the Trust. (g) It is intended that the ~~Class A~~ Certificates be registered so as to participate in a global ~~book-~~book entry system with the Depository, as set forth herein. ~~Each Class of Class A~~ The Certificates ~~shall~~ shall, except as otherwise provided in Subsection (h), be initially issued in the form of a single fully registered ~~Class A~~ Certificate of ~~the related Class with a denomination equal to the original principal balance of the related~~ such Class. Upon initial issuance, the ownership of each such ~~Class A Certificates~~ Certificate shall be registered in the Register in the name of Cede & Co., or any successor thereto, as nominee for the Depository. ~~The minimum denominations~~ On the Startup Day, the Offered Certificates shall be issued in denominations of no less than $1,000 ~~for any Class A Certificate, $100,000 for any Class B Certificate,~~ and ~~10% Percentage Interest for any Residual Certificate~~integral multiples thereof. The ~~Seller~~ Depositor and the Grantor Trustee are hereby authorized to execute and deliver the Representation Letter with the Depository. With respect to ~~Class A~~ the Certificates registered in the Register in the name of Cede & Co., as nominee of the Depository, the ~~Seller~~Depositor, the ~~Master~~ Servicer, the ~~Transferor~~ Certificate Insurer and the Grantor Trustee shall have no responsibility or obligation to ~~the Depository's "~~Direct ~~Participants"~~ or "Indirect ~~Participants"~~ Participants or beneficial owners for which the Depository holds ~~Class A~~ Offered Certificates from time to time as a Depository. Without limiting the immediately preceding sentence, the ~~Seller~~Depositor, the ~~Master~~ Servicer, the ~~Transferor~~ Certificate Insurer and the Grantor Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the ~~Class A~~ Certificates, (ii) the delivery to any Direct or Indirect Participant or any other Person, other than a registered Owner of a ~~Class A~~ Certificate as shown in the Register, of any notice with respect to the ~~Class A~~ Certificates or (iii) the payment ~~to, or withholding with respect to,~~ to any Direct or Indirect Participant or any other Person, other than a registered Owner of a ~~Class A~~ Certificate as shown in the Register, of any amount with respect to any distribution of principal or interest on the ~~Class A~~ Certificates. No Person other than a registered Owner of a ~~Class A~~ Certificate as shown in the Register shall receive a certificate evidencing such ~~Class A~~ Certificate. The Certificate Issuer shall have no responsibility for or obligation with respect to the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Class A Certificates. Upon delivery by the Depository to the Grantor Trustee of written notice to the effect that the Depository has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions hereof with respect to the payment of interest by the mailing of checks or drafts to the registered Owners of ~~Class A~~ Certificates appearing as registered Owners in the registration books maintained by the Grantor Trustee at the close of business on a Record Date, the name "Cede & Co." in this Agreement shall refer to such new nominee of the Depository. (h) In the event that (i) the Depository or the ~~Seller~~ Depositor advises the Grantor Trustee in writing that the Depository is no longer willing or able to discharge properly its responsibilities as nominee and depository with respect to the ~~Class A~~ Certificates and the ~~Seller~~ Depositor or the Grantor Trustee is unable to locate a qualified ~~successor,~~ successor or (ii) the ~~Seller~~ Depositor at its sole option elects to terminate the book-entry system through the Depository or (iii) after an Event of Default, Owners of Certificates evidencing at least 51% Percentage Interests of any Class affected thereby notify the Seller that the continuation of a book-entry system is not in the best interests of such Class of OwnersDepository, the ~~Class A~~ Certificates ~~or any Class, as applicable,~~ shall no longer be restricted to being registered in the Register in the name of Cede & Co. (or a successor nominee) as nominee of the Depository. At that time, the ~~Class A~~ Depositor may determine that the Certificates shall be registered in the name of and deposited with a successor depository operating a global book-entry system, as may be acceptable to the ~~Seller~~Depositor and at the Depositor's expense, or such depository's agent or designee but, if the ~~Seller~~ Depositor does not select such alternative global book-entry system, then the ~~Trustee shall notify the Owners of the Class A Certificates in writing of the termination of the book-entry system and the Class A~~ Offered Certificates may be registered in whatever name or names registered Owners of ~~Class A~~ the Certificates transferring ~~Class A~~ the Certificates shall designate, in accordance with the provisions hereof. (i) Notwithstanding any other provision of this Agreement to the contrary, so long as any ~~Class A Certificate~~ of the Certificates is registered in the name of Cede & Co., as nominee of the Depository, all distributions of principal or interest on such ~~Class A~~ Offered Certificates and all notices with respect to such ~~Class A~~ Offered Certificates shall be made and given, respectively, in the manner provided in the Representation Letter.

Appears in 2 contracts

Sources: Grantor Trust Agreement (Contisecurities Asset Funding Corp), Grantor Trust Agreement (Contimortgage Home Equity Trust 1997-5)

Registration and Transfer of Certificates. (a) The Trustee shall cause to be kept a register (the "“Register"”) in which, subject to such reasonable regulations as it may prescribe, the Trustee shall provide for the registration of Certificates and the registration of transfer of Certificates. The Trustee is hereby initially appointed Registrar for the purpose of registering Certificates and transfers of Certificates as herein provided. The Depositor, the Owners and the Trustee shall have the right to inspect the Register upon reasonable notice during the Trustee’s normal hours and to obtain copies thereof, and the Trustee shall have the right to rely upon a certificate executed on behalf of the Registrar by an Authorized Officer thereof as to the names and addresses of the Owners of the Certificates and the principal amounts and numbers of such Certificates. If a Person other than the Trustee is appointed as Registrar by the Owners of a majority of the aggregate Voting Rights represented by the Certificates then Outstanding, such Owners shall give the Trustee and the Owners prompt written notice of the appointment of such Registrar and of the location, and any change in the location, of the Register. In connection with any such appointment the reasonable fees of the Registrar shall be paid, as expenses of the Trust, pursuant to Section 7.06 hereof. (b) Subject to the provisions of Section ~~5.8 hereof with respect to the Unregistered Certificates~~5.08 hereof, upon surrender for registration of transfer of any Certificate at the office designated as the location of the Register, upon the direction of the Registrar, the Trustee shall ~~execute and~~ execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of a like Class and in the aggregate outstanding principal amount or ~~notional amount~~ Percentage Interest of the Certificate so surrendered. (c) At the option of any Owner, Certificates of any Class owned by such Owner may be exchanged for other Certificates authorized of like ~~Class,~~ Class and tenor and a like aggregate ~~original~~ outstanding principal amount or ~~notional amount~~ Percentage Interest and bearing numbers not contemporaneously outstanding, upon surrender of the Certificates to be exchanged at the office designated as the location of the Register. Whenever any Certificate is so surrendered for exchange, upon the direction of the Registrar, the Trustee shall ~~execute and~~ execute, authenticate and deliver the Certificate or Certificates which the Owner making the exchange is entitled to receive. (d) All Certificates issued upon any registration of transfer or exchange of Certificates shall be valid evidence of the same ownership interests in the Trust and entitled to the same benefits under this Agreement as the Certificates surrendered upon such registration of transfer or exchange. (e) Every Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the ~~Trustee~~ Registrar duly executed by the Owner thereof or his attorney duly authorized in writing. (f) No service charge shall be made to an Owner for any registration of transfer or exchange of Certificates, but the Registrar or Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Certificates; any other expenses in connection with such transfer or exchange shall be an expense of the Trust. (g) It is intended that the ~~Class A~~ Offered Certificates be registered so as to participate in a global book-entry system with the Depository, as set forth herein. Each Class of ~~Class A~~ Offered Certificates ~~shall~~ shall, except as otherwise provided in Subsection (h), be initially issued in the form of a single fully registered ~~Class A~~ Offered Certificate of ~~the related Class with a denomination equal to the original principal balance of the related~~ such Class. Upon initial issuance, the ownership of each such ~~Class A Certificates~~ Offered Certificate shall be registered in the Register in the name of Cede & Co., or any successor thereto, as nominee for the Depository. ~~The minimum denominations~~ On the Startup Day, the Offered Certificates, other than the Class M-10 Certificates, shall be issued in denominations of $25,000 and integral multiples of $1,000 ~~for any~~ in excess thereof; the Class ~~A Certificate,~~ M-10 Certificates shall be issued in denominations of $100,000 ~~for any Class B Certificate,~~ and ~~10% Percentage Interest for any Residual Certificate~~integral multiples of $1,000 in excess thereof. The ~~Seller~~ Depositor and the Trustee are hereby authorized to execute and deliver the Representation Letter with the ~~Depository~~Depository in the form provided to the Trustee by the Depositor. With respect to ~~Class A~~ the Offered Certificates registered in the Register in the name of Cede & Co., as nominee of the Depository, the ~~Seller~~Depositor, the ~~Master~~ Servicer, the ~~Transferor~~ Sellers and the Trustee shall have no responsibility or obligation to ~~the Depository's "~~Direct ~~Participants"~~ or "Indirect ~~Participants"~~ Participants or beneficial owners for which the Depository holds ~~Class A~~ Offered Certificates from time to time as a Depository. Without limiting the immediately preceding sentence, the ~~Seller~~Depositor, the ~~Master~~ Servicer, the ~~Transferor~~ Sellers and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the ~~Class A~~ Offered Certificates, (ii) the delivery to any Direct or Indirect Participant or any other Person, other than a registered Owner of ~~a Class A~~ an Offered Certificate as shown in the Register, of any notice with respect to the ~~Class A~~ Offered Certificates or (iii) the payment ~~to, or withholding with respect to,~~ to any Direct or Indirect Participant or any other Person, other than a registered Owner of ~~a Class A~~ an Offered Certificate as shown in the Register, of any amount with respect to any distribution of principal or interest on the ~~Class A~~ Offered Certificates. No Person other than a registered Owner of ~~a Class A~~ an Offered Certificate as shown in the Register shall receive a certificate evidencing such ~~Class A~~ Offered Certificate. The Certificate Issuer shall have no responsibility for or obligation with respect to the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Class A Certificates. Upon delivery by the Depository to the Trustee of written notice to the effect that the Depository has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions hereof with respect to the payment of interest by the mailing of checks or drafts to the registered Owners of ~~Class A~~ Offered Certificates appearing as registered Owners in the registration books maintained by the Trustee at the close of business on a Record Date, the name "“Cede & Co." ” in this Agreement shall refer to such new nominee of the Depository. (h) In the event that (i) the Depository or the ~~Seller~~ Depositor advises the Trustee in writing that the Depository is no longer willing or able to discharge properly its responsibilities as nominee and depository with respect to the ~~Class A~~ Offered Certificates and either of Nationstar Mortgage or the ~~Seller~~ Trustee is unable to locate a qualified ~~successor,~~ successor or (ii) the ~~Seller~~ Depositor at its sole option elects to terminate the book-entry system through the Depository or (iii) after ~~an Event~~ the occurrence of ~~Default~~a Servicer Termination Event, ~~Owners~~ the beneficial owners of each Class of Offered Certificates ~~evidencing at least~~ representing Percentage Interests aggregating not less than 51% ~~Percentage Interests~~ of ~~any~~ such Class ~~affected thereby notify~~ advises the ~~Seller~~ Trustee and Depository through the Direct or Indirect Participants in writing that the continuation of a book-entry system through the Depository to the exclusion of definitive, fully registered certificates (the “Definitive Certificates”) to Owners is ~~not~~ no longer in the best interests of ~~such Class of~~ the Owners, the ~~Class A~~ Offered Certificates ~~or any Class, as applicable,~~ shall no longer be restricted to being registered in the Register in the name of Cede & Co. (or a successor nominee) as nominee of the Depository. At In the case of (i) and (ii) above, Nationstar Mortgage may determine that ~~time,~~ the ~~Class A~~ Offered Certificates shall be registered in the name of and deposited with a successor depository operating a global book-entry system, as may be acceptable to Nationstar Mortgage and at the ~~Seller~~expense of Nationstar Mortgage, or such depository's ’s agent or designee but, if ~~the Seller~~ Nationstar Mortgage does not select such alternative global book-entry ~~system, then the Trustee shall notify the Owners of the Class A Certificates in writing of the termination of the book-entry~~ system and in the ~~Class A~~ case of (iii) above, the Offered Certificates may be registered in whatever name or names registered Owners of ~~Class A~~ Offered Certificates transferring ~~Class A~~ Offered Certificates shall designate, in accordance with the provisions hereof. (i) Notwithstanding any other provision of this Agreement to the contrary, so long as any ~~Class A~~ Offered Certificate is registered in the name of Cede & Co., as nominee of the Depository, all distributions of principal or interest on such ~~Class A~~ Offered Certificates and all notices with respect to such ~~Class A~~ Offered Certificates shall be made and given, respectively, in the manner provided in the Representation Letter.

Appears in 2 contracts

Sources: Pooling and Servicing Agreement (Nationstar Home Equity Loan Trust 2007-A), Pooling and Servicing Agreement (Nationstar Home Equity Loan Trust 2007-C)

Registration and Transfer of Certificates. (a) The Trustee (or a Person appointed by the Trustee to act as registrar of the Trust) (the “Certificate Registrar”) shall ~~cause to be kept~~ maintain at its chief executive office a register (the "“Certificate Register"”) ~~in which, subject to such reasonable regulations as it may prescribe, the Trustee shall provide~~ for the registration ~~of Certificates~~ and ~~the registration of transfer~~ Transfer of Certificates. Each Certificate shall be transferable only upon the Certificate Register. No transferee of a Transfer shall have any right or power to consent or vote as provided hereunder, unless and until such time as such Transfer is registered. (b) Subject to Section 3.3 hereof, the ~~provisions~~ registered Certificateholder (in person or by his attorney duly authorized in writing) of ~~Section 5.8 hereof~~ any Certificate may Transfer all or any portion of the beneficial interest in the Trust evidenced by such Certificate only upon surrender thereof (accompanied by a written instrument of Transfer and with ~~respect~~ such signature guarantees and evidence of authority of the Persons signing the instrument of Transfer as the Certificate Registrar may reasonably require) to the ~~Unregistered Certificates~~Certificate Registrar accompanied by any other documents required hereunder. Promptly upon the receipt of such documents and receipt by the Certificate Registrar of the transferor’s Certificate, the Certificate Registrar shall record in the Certificate Register the name of the transferee as a Certificateholder. Subject to the satisfaction of such conditions, upon surrender for registration of ~~transfer~~ Transfer of any Certificate at the office ~~designated as~~ or agency maintained by the ~~location of the Register~~Certificate Registrar, the Trustee shall execute and ~~authenticate and deliver,~~ deliver in the name of the designated transferee or ~~transferees,~~ transferees one or more new Certificates in authorized denominations of a like ~~Class and in~~ aggregate amount dated the ~~aggregate principal or notional amount~~ date of the ~~Certificate so surrendered. (c) At~~ issuance by the ~~option of any Owner, Certificates of any Class owned by such Owner may be exchanged for other Certificates authorized of like Class, tenor~~ Trust. Subsequent to a Transfer and ~~a like aggregate original principal or notional amount and bearing numbers not contemporaneously outstanding,~~ upon ~~surrender~~ the issuance of the ~~Certificates to be exchanged at the office designated as the location of the Register. Whenever any~~ new Certificate ~~is so surrendered for exchange~~or Certificates, the ~~Trustee~~ Certificate Registrar shall ~~execute~~ cancel and ~~authenticate and deliver~~ destroy the Certificate ~~or Certificates which the Owner making the exchange is entitled~~ surrendered to receive. (d) All Certificates issued upon any registration of transfer or exchange of Certificates shall be valid evidence of the same ownership interests in the Trust and entitled to the same benefits under this Agreement as the Certificates surrendered upon such registration of transfer or exchange. (e) Every Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee duly executed by the Owner thereof or his attorney duly authorized in writing. (f) No service charge shall be made to an Owner for any registration of transfer or exchange of Certificates, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Certificates; any other expenses it in connection with such ~~transfer or exchange shall be an expense of the Trust~~Transfer. (g) It is intended that the Class A Certificates be registered so as to participate in a global book-entry system with the Depository, as set forth herein. Each Class of Class A Certificates shall be initially issued in the form of a single fully registered Class A Certificate of the related Class with a denomination equal to the original principal balance of the related Class. Upon initial issuance, the ownership of such Class A Certificates shall be registered in the Register in the name of Cede & Co., or any successor thereto, as nominee for the Depository. The minimum denominations shall be $1,000 for any Class A Certificate, $100,000 for any Class B Certificate, and 10% Percentage Interest for any Residual Certificate. The Seller and the Trustee are hereby authorized to execute and deliver the Representation Letter with the Depository. With respect to Class A Certificates registered in the Register in the name of Cede & Co., as nominee of the Depository, the Seller, the Master Servicer, the Transferor and the Trustee shall have no responsibility or obligation to the Depository's "Direct Participants" or "Indirect Participants" or beneficial owners for which the Depository holds Class A Certificates from time to time as a Depository. Without limiting the immediately preceding sentence, the Seller, the Master Servicer, the Transferor and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Class A Certificates, (ii) the delivery to any Direct or Indirect Participant or any other Person, other than a registered Owner of a Class A Certificate as shown in the Register, of any notice with respect to the Class A Certificates or (iii) the payment to, or withholding with respect to, any Direct or Indirect Participant or any other Person, other than a registered Owner of a Class A Certificate as shown in the Register, of any amount with respect to any distribution of principal or interest on the Class A Certificates. No Person other than a registered Owner of a Class A Certificate as shown in the Register shall receive a certificate evidencing such Class A Certificate. The Certificate Issuer shall have no responsibility for or obligation with respect to the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Class A Certificates. Upon delivery by the Depository to the Trustee of written notice to the effect that the Depository has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions hereof with respect to the payment of interest by the mailing of checks or drafts to the registered Owners of Class A Certificates appearing as registered Owners in the registration books maintained by the Trustee at the close of business on a Record Date, the name "Cede & Co." in this Agreement shall refer to such new nominee of the Depository. (h) In the event that (i) the Depository or the Seller advises the Trustee in writing that the Depository is no longer willing or able to discharge properly its responsibilities as nominee and depository with respect to the Class A Certificates and the Seller is unable to locate a qualified successor, (ii) the Seller at its sole option elects to terminate the book-entry system through the Depository or (iii) after an Event of Default, Owners of Certificates evidencing at least 51% Percentage Interests of any Class affected thereby notify the Seller that the continuation of a book-entry system is not in the best interests of such Class of Owners, the Class A Certificates or any Class, as applicable, shall no longer be restricted to being registered in the Register in the name of Cede & Co. (or a successor nominee) as nominee of the Depository. At that time, the Class A Certificates shall be registered in the name of and deposited with a successor depository operating a global book-entry system, as may be acceptable to the Seller, or such depository's agent or designee but, if the Seller does not select such alternative global book-entry system, then the Trustee shall notify the Owners of the Class A Certificates in writing of the termination of the book-entry system and the Class A Certificates may be registered in whatever name or names registered Owners of Class A Certificates transferring Class A Certificates shall designate, in accordance with the provisions hereof. (i) Notwithstanding any other provision of this Agreement to the contrary, so long as any Class A Certificate is registered in the name of Cede & Co., as nominee of the Depository, all distributions of principal or interest on such Class A Certificates and all notices with respect to such Class A Certificates shall be made and given, respectively, in the manner provided in the Representation Letter.

Appears in 1 contract

Sources: Trust Agreement (Wendy's of Denver, Inc.)

Registration and Transfer of Certificates. (a) The ~~Trustee~~ Securities Administrator shall cause to be kept a register (the "“Register"”) in which, subject to such reasonable regulations as it may prescribe, the ~~Trustee~~ Securities Administrator shall provide for the registration of Certificates and the registration of transfer of Certificates. The Securities Administrator is hereby initially appointed Registrar for the purpose of registering Certificates and transfers of Certificates as herein provided. The Depositor, the Owners and the Trustee shall have the right to inspect the Register upon reasonable notice during the Securities Administrator’s normal hours and to obtain copies thereof, and the Securities Administrator shall have the right to rely upon a certificate executed on behalf of the Registrar by an Authorized Officer thereof as to the names and addresses of the Owners of the Certificates and the principal amounts and numbers of such Certificates. If a Person other than the Securities Administrator is appointed as Registrar by the Owners of a majority of the aggregate Voting Rights represented by the Certificates then Outstanding, such Owners shall give the Securities Administrator and the Owners prompt written notice of the appointment of such Registrar and of the location, and any change in the location, of the Register. In connection with any such appointment the reasonable fees of the Registrar shall be paid, as expenses of the Trust, pursuant to Section 7.06 hereof. (b) Subject to the provisions of Section ~~5.8 hereof with respect to the Unregistered Certificates~~5.08 hereof, upon surrender for registration of transfer of any Certificate at the office designated as the location of the Register, upon the ~~Trustee~~ direction of the Registrar, the Securities Administrator shall ~~execute and~~ execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of a like Class and in the aggregate outstanding principal amount or ~~notional amount~~ Percentage Interest of the Certificate so surrendered. (c) At the option of any Owner, Certificates of any Class owned by such Owner may be exchanged for other Certificates authorized of like ~~Class,~~ Class and tenor and a like aggregate ~~original~~ outstanding principal amount or ~~notional amount~~ Percentage Interest and bearing numbers not contemporaneously outstanding, upon surrender of the Certificates to be exchanged at the office designated as the location of the Register. Whenever any Certificate is so surrendered for exchange, upon the ~~Trustee~~ direction of the Registrar, the Securities Administrator shall ~~execute and~~ execute, authenticate and deliver the Certificate or Certificates which the Owner making the exchange is entitled to receive. (d) All Certificates issued upon any registration of transfer or exchange of Certificates shall be valid evidence of the same ownership interests in the Trust and entitled to the same benefits under this Agreement as the Certificates surrendered upon such registration of transfer or exchange. (e) Every Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the ~~Trustee~~ Registrar duly executed by the Owner thereof or his attorney duly authorized in writing. (f) No service charge shall be made to an Owner for any registration of transfer or exchange of Certificates, but the ~~Trustee~~ Registrar or Securities Administrator may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Certificates; any other expenses in connection with such transfer or exchange shall be an expense of the Trust. (g) It is intended that the ~~Class A~~ Offered Certificates be registered so as to participate in a global book-entry system with the Depository, as set forth herein. Each Class of ~~Class A~~ Offered Certificates ~~shall~~ shall, except as otherwise provided in Subsection (h), be initially issued in the form of a single fully registered ~~Class A~~ Offered Certificate of ~~the related Class with a denomination equal to the original principal balance of the related~~ such Class. Upon initial issuance, the ownership of each such ~~Class A Certificates~~ Offered Certificate shall be registered in the Register in the name of Cede & Co., or any successor thereto, as nominee for the Depository. ~~The minimum denominations~~ On the Startup Day, the Offered Certificates shall be issued in denominations of $25,000 and integral multiples of $1,000 ~~for any Class A Certificate, $100,000 for any Class B Certificate, and 10% Percentage Interest for any Residual Certificate~~in excess thereof. The ~~Seller~~ Depositor and the ~~Trustee~~ Securities Administrator are hereby authorized to execute and deliver the Representation Letter with the ~~Depository~~Depository in the form provided to the Securities Administrator by the Depositor. With respect to ~~Class A~~ the Offered Certificates registered in the Register in the name of Cede & Co., as nominee of the Depository, the ~~Seller~~Depositor, the Servicer, the Master Servicer, the ~~Transferor~~ Seller, the Securities Administrator and the Trustee shall have no responsibility or obligation to ~~the Depository's "~~Direct ~~Participants"~~ or "Indirect ~~Participants"~~ Participants or beneficial owners for which the Depository holds ~~Class A~~ Offered Certificates from time to time as a Depository. Without limiting the immediately preceding sentence, the ~~Seller~~Depositor, the Servicer, the Master Servicer, the ~~Transferor~~ Seller, the Securities Administrator and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the ~~Class A~~ Offered Certificates, (ii) the delivery to any Direct or Indirect Participant or any other Person, other than a registered Owner of ~~a Class A~~ an Offered Certificate as shown in the Register, of any notice with respect to the ~~Class A~~ Offered Certificates or (iii) the payment ~~to, or withholding with respect to,~~ to any Direct or Indirect Participant or any other Person, other than a registered Owner of ~~a Class A~~ an Offered Certificate as shown in the Register, of any amount with respect to any distribution of principal or interest on the ~~Class A~~ Offered Certificates. No Person other than a registered Owner of ~~a Class A~~ an Offered Certificate as shown in the Register shall receive a certificate evidencing such ~~Class A~~ Offered Certificate. The Certificate Issuer shall have no responsibility for or obligation with respect to the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Class A Certificates. Upon delivery by the Depository to the ~~Trustee~~ Securities Administrator of written notice to the effect that the Depository has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions hereof with respect to the payment of interest by the mailing of checks or drafts to the registered Owners of ~~Class A~~ Offered Certificates appearing as registered Owners in the registration books maintained by the ~~Trustee~~ Securities Administrator at the close of business on a Record Date, the name "“Cede & Co." ” in this Agreement shall refer to such new nominee of the Depository. (h) In the event that (i) the Depository or the ~~Seller~~ Depositor advises the ~~Trustee~~ Securities Administrator in writing that the Depository is no longer willing or able to discharge properly its responsibilities as nominee and depository with respect to the ~~Class A~~ Offered Certificates and either of Nationstar Mortgage or the ~~Seller~~ Securities Administrator is unable to locate a qualified ~~successor,~~ successor or (ii) the ~~Seller~~ Depositor at its sole option elects to terminate the book-entry system through the Depository or (iii) after an the occurrence of a Servicer Termination Event or a Master Servicer Termination Event, the beneficial owners of ~~Default, Owners~~ each Class of Offered Certificates ~~evidencing at least~~ representing Percentage Interests aggregating not less than 51% ~~Percentage Interests~~ of ~~any~~ such Class ~~affected thereby notify~~ advises the ~~Seller~~ Securities Administrator and Depository through the Direct or Indirect Participants in writing that the continuation of a book-entry system through the Depository to the exclusion of definitive, fully registered certificates (the “Definitive Certificates”) to Owners is ~~not~~ no longer in the best interests of ~~such Class of~~ the Owners, the ~~Class A~~ Offered Certificates ~~or any Class, as applicable,~~ shall no longer be restricted to being registered in the Register in the name of Cede & Co. (or a successor nominee) as nominee of the Depository. At In the case of (i) and (ii) above, Nationstar Mortgage may determine that ~~time,~~ the ~~Class A~~ Offered Certificates shall be registered in the name of and deposited with a successor depository operating a global book-entry system, as may be acceptable to Nationstar Mortgage and at the ~~Seller~~expense of Nationstar Mortgage, or such depository's ’s agent or designee but, if ~~the Seller~~ Nationstar Mortgage does not select such alternative global book-entry ~~system, then the Trustee shall notify the Owners of the Class A Certificates in writing of the termination of the book-entry~~ system and in the ~~Class A~~ case of (iii) above, the Offered Certificates may be registered in whatever name or names registered Owners of ~~Class A~~ Offered Certificates transferring ~~Class A~~ Offered Certificates shall designate, in accordance with the provisions hereof. (i) Notwithstanding any other provision of this Agreement to the contrary, so long as any ~~Class A~~ Offered Certificate is registered in the name of Cede & Co., as nominee of the Depository, all distributions of principal or interest on such ~~Class A~~ Offered Certificates and all notices with respect to such ~~Class A~~ Offered Certificates shall be made and given, respectively, in the manner provided in the Representation Letter.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Home Equity Loan Trust 2007-Fre1)

Registration and Transfer of Certificates. (a) The ~~Trustee~~ Trustee, as registrar, shall cause to be kept a register (the "Register") in which, subject to such reasonable regulations as it may prescribe, the Trustee shall provide for the registration of Certificates and the registration of transfer of Certificates. The Trustee is hereby appointed registrar for the purpose of registering Certificates and transfers of Certificates as herein provided. The Owners shall have the right to inspect the Register at all reasonable times and to obtain copies thereof. (b) Subject to the provisions of Section 5.8 ~~hereof with respect to the Unregistered Certificates~~hereof, upon surrender for registration of transfer of any Certificate at the office designated as the location of the Register, the Trustee shall ~~execute and~~ execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of a like Class and in the aggregate ~~principal or notional amount~~ Percentage Interest of the Certificate so surrendered. (c) At the option of any Owner, Certificates of any Class owned by such Owner may be exchanged for other Certificates authorized of like Class, tenor and a like aggregate ~~original principal or notional amount~~ Percentage Interest and bearing numbers not contemporaneously outstanding, upon surrender of the Certificates to be exchanged at the office designated as the location of the Register. Whenever any Certificate is so surrendered for exchange, the Trustee shall ~~execute and~~ execute, authenticate and deliver the Certificate or Certificates which the Owner making the exchange is entitled to receive. (d) All Certificates issued upon any registration of transfer or exchange of Certificates shall be valid evidence of the same ownership interests in the Trust and entitled to the same benefits under this Agreement as the Certificates surrendered upon such registration of transfer or exchange. (e) Every Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee duly executed by the Owner thereof or his attorney duly authorized in writing. (f) No service charge shall be made to an Owner for any registration of transfer or exchange of Certificates, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Certificates; any other expenses in connection with such transfer or exchange shall be an expense of the Trust. The Trustee shall not be liable for any expenses in connection with the issuance of Certificates pursuant to this Section 5.4. (g) It is intended that the ~~Class A~~ Offered Certificates be registered so as to participate in a global book-entry system with the Depository, as set forth herein. Each Class of ~~Class A~~ Offered Certificates ~~shall~~ shall, except as otherwise provided in the next paragraph, be initially issued in the form of a single fully registered ~~Class A~~ Offered Certificate ~~of the related Class~~ with a denomination equal to the ~~original principal balance of the~~ related ~~Class~~Original Certificate Principal Balance. Upon initial issuance, the ownership of each such ~~Class A Certificates~~ Offered Certificate shall be registered in the Register in the name of Cede & Co., or any successor thereto, as nominee for the Depository. The minimum denominations shall be $1,000 and integrals thereof for any ~~Class A Certificate, $100,000 for any~~ Offered Certificate or Class B Certificate, and 10% Percentage Interest and integrals thereof for any Residual Certificate. The Unaffiliated Seller and the Trustee are hereby authorized to execute and deliver the Representation Letter with the Depository. With respect to ~~Class A~~ Offered Certificates registered in the Register in the name of Cede & Co., as nominee of the Depository, the Unaffiliated Seller, the ~~Master Servicer, the Transferor~~ Servicer and the Trustee shall have no responsibility or obligation to ~~the Depository's "~~Direct ~~Participants"~~ or "Indirect ~~Participants"~~ Participants or beneficial owners for which the Depository holds ~~Class A~~ Offered Certificates from time to time as a Depository. Without limiting the immediately preceding sentence, the ~~Seller,~~ Unaffiliated Seller and the ~~Master Servicer, the Transferor~~ Servicer and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the ~~Class A~~ Offered Certificates, (ii) the delivery to any Direct or Indirect Participant or any other Person, other than a registered Owner of ~~a Class A~~ an Offered Certificate as shown in the Register, of any notice with respect to the ~~Class A~~ Offered Certificates or (iii) the payment ~~to, or withholding with respect to,~~ to any Direct or Indirect Participant or any other Person, other than a registered Owner of ~~a Class A~~ an Offered Certificate as shown in the Register, of any amount with respect to any distribution of principal or interest on the ~~Class A~~ Offered Certificates. No Person other than a registered Owner of ~~a Class A~~ an Offered Certificate as shown in the Register shall receive a certificate evidencing such ~~Class A~~ Offered Certificate. The Certificate Issuer shall have no responsibility for or obligation with respect to the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Class A Certificates. Upon delivery by the Depository to the Trustee of written notice to the effect that the Depository has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions hereof with respect to the payment of interest by the mailing of checks or drafts to the registered Owners of ~~Class A~~ Offered Certificates appearing as registered Owners in the registration books maintained by the Trustee at the close of business on a Record Date, the name "Cede & Co." in this Agreement shall refer to such new nominee of the Depository. (h) In the event that (i) the Depository or the Unaffiliated Seller advises the Trustee in writing that the Depository is no longer willing or able to discharge properly its responsibilities as nominee and depository with respect to the ~~Class A~~ Offered Certificates and the Unaffiliated Seller is unable to locate a qualified ~~successor,~~ successor or (ii) the Unaffiliated Seller at its sole option elects to terminate the book-entry system through the Depository or (iii) after an Event of Default, Owners of Certificates evidencing at least 51% Percentage Interests of any Class affected thereby notify the Seller that the continuation of a book-entry system is not in the best interests of such Class of OwnersDepository, the ~~Class A~~ Offered Certificates ~~or any Class, as applicable,~~ shall no longer be restricted to being registered in the Register in the name of Cede & Co. (or a successor nominee) as nominee of the Depository. At that time, the ~~Class A~~ Unaffiliated Seller may determine that the Offered Certificates shall be registered in the name of and deposited with a successor depository operating a global book-entry system, as may be acceptable to the Unaffiliated Seller, or such depository's agent or designee but, if the Unaffiliated Seller does not select such alternative global book-entry system, then the ~~Trustee shall notify the Owners of the Class A Certificates in writing of the termination of the book-entry system and the Class A~~ Offered Certificates may be registered in whatever name or names registered Owners of ~~Class A~~ Offered Certificates transferring ~~Class A~~ Offered Certificates shall designate, in accordance with the provisions hereof. (i) Notwithstanding any other provision of this Agreement to the contrary, so long as any ~~Class A~~ Offered Certificate is registered in the name of Cede & Co., as nominee of the Depository, all distributions of principal or interest on such ~~Class A~~ Offered Certificates as the case may be and all notices with respect to such ~~Class A~~ Offered Certificates as the case may be shall be made and given, respectively, in the manner provided in the Representation Letter.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Prudential Securities Secured Financing Corp)

Registration and Transfer of Certificates. (a) The Trustee shall cause to be kept a register (the "Register") in which, subject to such reasonable regulations as it may prescribe, the Trustee shall provide for the registration of Certificates and the registration of transfer of Certificates. (b) Subject to the provisions of Section 5.8 hereof with respect to the Unregistered Certificates, upon surrender for registration of transfer of any Certificate at the office designated as the location of the Register, the Trustee shall execute and authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of a like Class and in the aggregate principal or notional amount of the Certificate so surrendered. (c) At the option of any Owner, Certificates of any Class owned by such Owner may be exchanged for other Certificates authorized of like Class, tenor and a like aggregate original principal or notional amount and bearing numbers not contemporaneously outstanding, upon surrender of the Certificates to be exchanged at the office designated as the location of the Register. Whenever any Certificate is so surrendered for exchange, the Trustee shall execute and authenticate and deliver the Certificate or Certificates which the Owner making the exchange is entitled to receive. (d) All Certificates issued upon any registration of transfer or exchange of Certificates shall be valid evidence of the same ownership interests in the Trust and entitled to the same benefits under this Agreement as the Certificates surrendered upon such registration of transfer or exchange. (e) Every Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee duly executed by the Owner thereof or his attorney duly authorized in writing. (f) No service charge shall be made to an Owner for any registration of transfer or exchange of Certificates, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Certificates; any other expenses in connection with such transfer or exchange shall be an expense of the Trust. (g) It is intended that the Class A Certificates be registered so as to participate in a global book-entry system with the Depository, as set forth herein. Each Class of Class A Certificates shall be initially issued in the form of a single fully registered Class A Certificate of the related Class with a denomination equal to the original principal balance of the related Class. Upon initial issuance, the ownership of such Class A Certificates shall be registered in the Register in the name of Cede & Co., or any successor thereto, as nominee for the Depository. The minimum denominations shall be $1,000 for any Class A Certificate, $100,000 for any Class B Certificate, and 10% Percentage Interest for any Residual Certificate. The ~~Seller~~ Depositor and the Trustee are hereby authorized to execute and deliver the Representation Letter with the Depository. With respect to Class A Certificates registered in the Register in the name of Cede & Co., as nominee of the Depository, the ~~Seller~~Depositor, the Master ~~Servicer, the Transferor~~ Servicer and the Trustee shall have no responsibility or obligation to the Depository's "Direct Participants" or "Indirect Participants" or beneficial owners for which the Depository holds Class A Certificates from time to time as a Depository. Without limiting the immediately preceding sentence, the ~~Seller~~Depositor, the Master ~~Servicer, the Transferor~~ Servicer and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Class A Certificates, (ii) the delivery to any Direct or Indirect Participant or any other Person, other than a registered Owner of a Class A Certificate as shown in the Register, of any notice with respect to the Class A Certificates or (iii) the payment to, or withholding with respect to, any Direct or Indirect Participant or any other Person, other than a registered Owner of a Class A Certificate as shown in the Register, of any amount with respect to any distribution of principal or interest on the Class A Certificates. No Person other than a registered Owner of a Class A Certificate as shown in the Register shall receive a certificate evidencing such Class A Certificate. The Certificate Issuer shall have no responsibility for or obligation with respect to the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Class A Certificates. Upon delivery by the Depository to the Trustee of written notice to the effect that the Depository has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions hereof with respect to the payment of interest by the mailing of checks or drafts to the registered Owners of Class A Certificates appearing as registered Owners in the registration books maintained by the Trustee at the close of business on a Record Date, the name "Cede & Co." in this Agreement shall refer to such new nominee of the Depository. (h) In the event that (i) the Depository or the ~~Seller~~ Depositor advises the Trustee in writing that the Depository is no longer willing or able to discharge properly its responsibilities as nominee and depository with respect to the Class A Certificates and the ~~Seller~~ Depositor is unable to locate a qualified successor, (ii) the ~~Seller~~ Depositor at its sole option elects to terminate the book-entry system through the Depository or (iii) after an Event of Default, Owners of Certificates evidencing at least 51% Percentage Interests of any Class affected thereby notify the ~~Seller~~ Depositor that the continuation of a book-entry system is not in the best interests of such Class of Owners, the Class A Certificates or any Class, as applicable, shall no longer be restricted to being registered in the Register in the name of Cede & Co. (or a successor nominee) as nominee of the Depository. At that time, the Class A Certificates shall be registered in the name of and deposited with a successor depository operating a global book-entry system, as may be acceptable to the ~~Seller~~Depositor, or such depository's agent or designee but, if the ~~Seller~~ Depositor does not select such alternative global book-entry system, then the Trustee shall notify the Owners of the Class A Certificates in writing of the termination of the book-entry system and the Class A Certificates may be registered in whatever name or names registered Owners of Class A Certificates transferring Class A Certificates shall designate, in accordance with the provisions hereof. (i) Notwithstanding any other provision of this Agreement to the contrary, so long as any Class A Certificate is registered in the name of Cede & Co., as nominee of the Depository, all distributions of principal or interest on such Class A Certificates and all notices with respect to such Class A Certificates shall be made and given, respectively, in the manner provided in the Representation Letter.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Home Equity Securitization Corp)

Registration and Transfer of Certificates. (a) The ~~Trustee~~ Trustee, as registrar, shall cause to be kept a register (the "Register") in which, subject to such reasonable regulations as it may prescribe, the Trustee shall provide for the registration of Certificates and the registration of transfer of Certificates. The Trustee is hereby appointed registrar for the purpose of registering Certificates and transfers of Certificates as herein provided. The Owners and the Certificate Insurer shall have the right to inspect the Register at all reasonable times and to obtain copies thereof. (b) Subject to the provisions of Section 5.8 ~~hereof with respect to the Unregistered Certificates~~hereof, upon surrender for registration of transfer of any Certificate at the office designated as the location of the Register, the Trustee shall ~~execute and~~ execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of a like Class and in the aggregate principal ~~or notional~~ amount of the Certificate so surrendered. (c) At the option of any Owner, Certificates of any Class owned by such Owner may be exchanged for other Certificates authorized of like Class, tenor and a like aggregate original principal ~~or notional~~ amount and bearing numbers not contemporaneously outstanding, upon surrender of the Certificates to be exchanged at the office designated as the location of the Register. Whenever any Certificate is so surrendered for exchange, the Trustee shall ~~execute and~~ execute, authenticate and deliver the Certificate or Certificates which the Owner making the exchange is entitled to receive. (d) ~~All~~ Certificates issued upon any registration of transfer or exchange of Certificates shall be valid evidence of the same ownership interests in the Trust and entitled to the same benefits under this Agreement as the Certificates surrendered upon such registration of transfer or exchange. (e) ~~Every~~ Any Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee duly executed by the Owner thereof or his attorney duly authorized in writing. (f) No service charge shall be made to an Owner for any registration of transfer or exchange of Certificates, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Certificates; any other expenses in connection with such transfer or exchange shall be an expense of the Trust. (g) It is intended that the Class A Certificates be registered so as to participate in a global book-entry system with the Depository, as set forth herein. Each Class of Class A Certificates ~~shall~~ shall, except as otherwise provided in the next paragraph, be initially issued in the form of a single fully registered Class A Certificate ~~of the related Class~~ with a denomination equal to the ~~original principal balance of the related Class~~Aggregate Certificate Principal Balance. Upon initial issuance, the ownership of each such Class A ~~Certificates~~ Certificate shall be registered in the Register in the name of Cede & Co., or any successor thereto, as nominee for the Depository. The ~~minimum denominations shall be $1,000 for any Class A Certificate, $100,000 for any Class B Certificate, and 10% Percentage Interest for any Residual Certificate. The Seller~~ Sponsor and the Trustee are hereby authorized to execute and deliver the Representation Letter with the Depository. With respect to Class A Certificates registered in the Register in the name of Cede & Co., as nominee of the Depository, the ~~Seller~~Sponsor, the Master Servicer, the ~~Transferor~~ Certificate Insurer and the Trustee shall have no responsibility or obligation to ~~the Depository's "~~Direct ~~Participants"~~ or "Indirect ~~Participants"~~ Participants or beneficial owners for which the Depository holds Class A Certificates from time to time as a Depository. Without limiting the immediately preceding sentence, the ~~Seller~~Sponsor, the Master Servicer, the ~~Transferor~~ Certificate Insurer and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Class A Certificates, (ii) the delivery to any Direct or Indirect Participant or any other Person, other than a registered Owner of a Class A Certificate as shown in the Register, of any notice with respect to the Class A Certificates or (iii) the payment ~~to, or withholding with respect to,~~ to any Direct or Indirect Participant or any other Person, other than a registered Owner of a Class A Certificate as shown in the Register, of any amount with respect to any distribution of principal or interest on the Class A Certificates. No Person other than a registered Owner of a Class A Certificate as shown in the Register shall receive a certificate evidencing such Class A Certificate. The Certificate Issuer shall have no responsibility for or obligation with respect to the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Class A Certificates. Upon delivery by the Depository to the Trustee of written notice to the effect that the Depository has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions hereof with respect to the payment of interest by the mailing of checks or drafts to the registered Owners of Class A Certificates appearing as registered Owners in the registration books maintained by the Trustee at the close of business on a Record Date, the name "Cede & Co." in this Agreement shall refer to such new nominee of the Depository. (h) In the event that (i) the Depository or the ~~Seller~~ Sponsor advises the Trustee and the Certificate Insurer in writing that the Depository is no longer willing or able to discharge properly its responsibilities as nominee and depository with respect to the Class A Certificates and the ~~Seller~~ Sponsor or the Trustee is unable to locate a qualified ~~successor,~~ successor or (ii) the ~~Seller~~ Sponsor at its sole option elects to terminate the book-entry system through the Depository or (iii) after an Event of Default, Owners of Certificates evidencing at least 51% Percentage Interests of any Class affected thereby notify the Seller that the continuation of a book-entry system is not in the best interests of such Class of OwnersDepository, the Class A Certificates ~~or any Class, as applicable,~~ shall no longer be restricted to being registered in the Register in the name of Cede & Co. (or a successor nominee) as nominee of the Depository. At that time, the Sponsor may determine that the Class A Certificates shall be registered in the name of and deposited with a successor depository operating a global book-entry system, as may be acceptable to the ~~Seller~~Sponsor, or such depository's agent or designee but, if the ~~Seller~~ Sponsor does not select such alternative global book-entry system, then ~~the Trustee shall notify the Owners of the Class A Certificates in writing of the termination of the book-entry system and~~ the Class A Certificates may be registered in whatever name or names registered Owners of Class A Certificates transferring Class A Certificates shall designate, in accordance with the provisions hereof; provided, that the cost of any such re-registration shall be paid by the Sponsor. (i) Notwithstanding any other provision of this Agreement to the contrary, so long as any Class A Certificate is registered in the name of Cede & Co., as nominee of the 63 65 Depository, all distributions of principal or interest on such Class A Certificates as the case may be and all notices with respect to such Class A Certificates as the case may be shall be made and given, respectively, in the manner provided in the Representation Letter. (j) Neither the Sponsor, the Master Servicer, the Certificate Insurer, nor the Trustee will have any liability for any actions taken by DTC or its nominee, Euroclear or CEDEL, including, without limitation, actions for any aspect of the records relating to or payments made on account of beneficial ownership interests in the Class A Certificates held by Euroclear, CEDEL or Cede & Co., as nominee for DTC, or for maintaining supervising or reviewing any records relating to such beneficial ownership interests.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Advanta Mortgage Conduit Services Inc)

Registration and Transfer of Certificates. (a) The ~~Trustee~~ Trustee, as registrar, shall cause to be kept a register (the "Register") in which, subject to such reasonable regulations as it may prescribe, the Trustee shall provide for the registration of Certificates and the registration of transfer of Certificates. The Trustee is hereby appointed registrar for the purpose of registering Certificates and transfers of Certificates as herein provided. The Owners and the Certificate Insurer shall have the right to inspect the Register at all reasonable times and to obtain copies thereof. (b) Subject to the provisions of Section ~~5.8 hereof with respect to the Unregistered Certificates~~5.08 hereof, upon surrender for registration of transfer of any Certificate at the office designated as the location of the Register, the Trustee shall ~~execute and~~ execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of a like Class ~~and~~ And in the aggregate principal ~~or notional~~ amount of the Certificate so surrendered. (c) At the option of any Owner, Certificates of any Class owned by such Owner may be exchanged for other Certificates authorized of like Class, tenor and ~~a like~~ aggregate original principal ~~or notional~~ amount and bearing numbers not contemporaneously outstanding, upon surrender of the Certificates to be exchanged at the office designated as the location of the Register. Whenever any Certificate is so surrendered for exchange, the Trustee shall ~~execute and~~ execute, authenticate and deliver the Certificate or Certificates which the Owner making the exchange is entitled to receive. (d) ~~All~~ Certificates issued upon any registration of transfer or exchange of Certificates shall be valid evidence of the same ownership interests in the Trust and entitled to the same benefits under this Agreement as the Certificates surrendered upon such registration of transfer or exchange. (e) Every Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee duly executed by the Owner thereof or his attorney duly authorized in writing. (f) No service charge shall be made to an Owner for any registration of transfer or exchange of Certificates, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Certificates; any other expenses in connection with such transfer or exchange shall be an expense of the Trust. (g) It is intended that the Class A Certificates be registered so as to participate in a global book-entry system with the Depository, as set forth herein. Each Class of Class A Certificates shall be initially issued in the form of a single fully registered Class A Certificate of the related Class with a denomination equal to the original principal balance of the related Class. Upon initial issuance, the ownership of such Class A Certificates shall be registered in the Register in the name of Cede & Co., or any successor thereto, as nominee for the Depository. The minimum denominations shall be $1,000 for any Class A Certificate, $100,000 for any Class B Certificate, and 10% Percentage Interest for any Residual Certificate. The Seller and the Trustee are hereby authorized to execute and deliver the Representation Letter with the Depository. With respect to Class A Certificates registered in the Register in the name of Cede & Co., as nominee of the Depository, the Seller, the Master Servicer, the Transferor and the Trustee shall have no responsibility or obligation to the Depository's "Direct Participants" or "Indirect Participants" or beneficial owners for which the Depository holds Class A Certificates from time to time as a Depository. Without limiting the immediately preceding sentence, the Seller, the Master Servicer, the Transferor and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Class A Certificates, (ii) the delivery to any Direct or Indirect Participant or any other Person, other than a registered Owner of a Class A Certificate as shown in the Register, of any notice with respect to the Class A Certificates or (iii) the payment to, or withholding with respect to, any Direct or Indirect Participant or any other Person, other than a registered Owner of a Class A Certificate as shown in the Register, of any amount with respect to any distribution of principal or interest on the Class A Certificates. No Person other than a registered Owner of a Class A Certificate as shown in the Register shall receive a certificate evidencing such Class A Certificate. The Certificate Issuer shall have no responsibility for or obligation with respect to the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Class A Certificates. Upon delivery by the Depository to the Trustee of written notice to the effect that the Depository has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions hereof with respect to the payment of interest by the mailing of checks or drafts to the registered Owners of Class A Certificates appearing as registered Owners in the registration books maintained by the Trustee at the close of business on a Record Date, the name "Cede & Co." in this Agreement shall refer to such new nominee of the Depository. (h) In the event that (i) the Depository or the Seller advises the Trustee in writing that the Depository is no longer willing or able to discharge properly its responsibilities as nominee and depository with respect to the Class A Certificates and the Seller is unable to locate a qualified successor, (ii) the Seller at its sole option elects to terminate the book-entry system through the Depository or (iii) after an Event of Default, Owners of Certificates evidencing at least 51% Percentage Interests of any Class affected thereby notify the Seller that the continuation of a book-entry system is not in the best interests of such Class of Owners, the Class A Certificates or any Class, as applicable, shall no longer be restricted to being registered in the Register in the name of Cede & Co. (or a successor nominee) as nominee of the Depository. At that time, the Class A Certificates shall be registered in the name of and deposited with a successor depository operating a global book-entry system, as may be acceptable to the Seller, or such depository's agent or designee but, if the Seller does not select such alternative global book-entry system, then the Trustee shall notify the Owners of the Class A Certificates in writing of the termination of the book-entry system and the Class A Certificates may be registered in whatever name or names registered Owners of Class A Certificates transferring Class A Certificates shall designate, in accordance with the provisions hereof. (i) Notwithstanding any other provision of this Agreement to the contrary, so long as any Class A Certificate is registered in the name of Cede & Co., as nominee of the Depository, all distributions of principal or interest on such Class A Certificates and all notices with respect to such Class A Certificates shall be made and given, respectively, in the manner provided in the Representation Letter.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Advanta Mortgage Loan Trust 2000-1)

Registration and Transfer of Certificates. (a) The Trustee shall cause to be kept a register (the "Register") in which, subject to such reasonable regulations as it may prescribe, the Trustee shall provide for the registration of Certificates and the registration of transfer of Certificates. The Trustee is hereby initially appointed Registrar for the purpose of registering Certificates and transfers of Certificates as herein provided. The Certificate Insurer, the Owners and the Trustee shall have the right to inspect the Register during the Trustee's normal hours and to obtain copies thereof, and the Trustee shall have the right to rely upon a certificate executed on behalf of the Registrar by an Authorized Officer thereof as to the names and addresses of the Owners of the Certificates and the principal amounts and numbers of such Certificates. If a Person other than the Trustee is appointed as Registrar by the Owners of a majority of the aggregate Percentage Interests represented by the Class A Certificates then Outstanding with the consent of the Certificate Insurer or if there are no longer any Class A Certificates then outstanding, by such majority of the Percentage Interests represented by the Class R Certificates, such Owners shall give the Certificate Insurer, the Trustee and the Owners prompt written notice of the appointment of such Registrar and of the location, and any change in the location, of the Register. In connection with any such appointment the reasonable fees of the Registrar shall be paid, as expenses of the Trust, pursuant to Section 7.06 hereof. (b) Subject to the provisions of Section ~~5.8 hereof with respect to the Unregistered Certificates~~5.08 hereof, upon surrender for registration of transfer of any Certificate at the office designated as the location of the Register, upon the direction of the Registrar, the Trustee shall ~~execute and~~ execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of a like Class and in the aggregate principal amount or ~~notional amount~~ percentage interest of the Certificate so surrendered. (c) At the option of any Owner, Certificates of any Class owned by such Owner may be exchanged for other Certificates authorized of like ~~Class,~~ Class and tenor and a like aggregate original principal amount or ~~notional amount~~ percentage interest and bearing numbers not contemporaneously outstanding, upon surrender of the Certificates to be exchanged at the office designated as the location of the Register. Whenever any Certificate is so surrendered for exchange, upon the direction of the Registrar, the Trustee shall ~~execute and~~ execute, authenticate and deliver the Certificate or Certificates which the Owner making the exchange is entitled to receive. (d) All Certificates issued upon any registration of transfer or exchange of Certificates shall be valid evidence of the same ownership interests in the Trust and entitled to the same benefits under this Agreement as the Certificates surrendered upon such registration of transfer or exchange. (e) Every Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the ~~Trustee~~ Registrar duly executed by the Owner thereof or his attorney duly authorized in writing. (f) No service charge shall be made to an Owner for any registration of transfer or exchange of Certificates, but the Registrar or Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Certificates; any other expenses in connection with such transfer or exchange shall be an expense of the Trust. (g) It is intended that the Class A Certificates be registered so as to participate in a global book-entry system with the Depository, as set forth herein. Each Class of Class A Certificates ~~shall~~ shall, except as otherwise provided in Subsection (h), be initially issued in the form of a single fully registered Class A Certificate of such Class (other than the ~~related~~ Class ~~with a denomination equal to the original principal balance of the related Class~~A-2 Certificates for which there will be two fully registered Certificates). Upon initial issuance, the ownership of each such Class A ~~Certificates~~ Certificate shall be registered in the Register in the name of Cede & Co., or any successor thereto, as nominee for the Depository. ~~The minimum denominations~~ On the Startup Day, no Class A Certificates (other than the Class A-9IO Certificates) shall be issued in denominations of less than $25,000 and integral multiples of $1,000 ~~for any~~ in excess thereof. On the Startup Day, the Class ~~A Certificate,~~ A-9IO Certificates shall be issued in denominations of no less than $~~100,000 for any~~ 25,000 (based on the Class ~~B Certificate,~~ A-9IO Notional Principal Amount thereof) and ~~10% Percentage Interest for any Residual Certificate~~integral multiples of $1,000 in excess thereof. The ~~Seller~~ Depositor and the Trustee are hereby authorized to execute and deliver the Representation Letter with the ~~Depository~~Depository in the form provided to the Trustee by the Depositor. With respect to the Class A Certificates registered in the Register in the name of Cede & Co., as nominee of the Depository, the Depositor, the Servicer, the Seller, the ~~Master Servicer, the Transferor~~ Certificate Insurer and the Trustee shall have no responsibility or obligation to ~~the Depository's "~~Direct ~~Participants"~~ or "Indirect ~~Participants"~~ Participants or beneficial owners for which the Depository holds Class A Certificates from time to time as a Depository. Without limiting the immediately preceding sentence, the Depositor, the Servicer, the Seller, the ~~Master Servicer, the Transferor~~ Certificate Insurer and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Class A Certificates, (ii) the delivery to any Direct or Indirect Participant or any other Person, other than a registered Owner of a Class A Certificate as shown in the Register, of any notice with respect to the Class A Certificates or (iii) the payment ~~to, or withholding with respect to,~~ to any Direct or Indirect Participant or any other Person, other than a registered Owner of a Class A Certificate as shown in the Register, of any amount with respect to any distribution of principal or interest on the Class A Certificates. No Person other than a registered Owner of a Class A Certificate as shown in the Register shall receive a certificate evidencing such Class A Certificate. The Certificate Issuer shall have no responsibility for or obligation with respect to the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Class A Certificates. Upon delivery by the Depository to the Trustee of written notice to the effect that the Depository has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions hereof with respect to the payment of interest by the mailing of checks or drafts to the registered Owners of Class A Certificates appearing as registered Owners in the registration books maintained by the Trustee at the close of business on a Record Date, the name "Cede & Co." in this Agreement shall refer to such new nominee of the Depository. (h) In the event that (i) the Depository or the Seller advises the Trustee in writing that the Depository is no longer willing or able to discharge properly its responsibilities as nominee and depository with respect to the Class A Certificates and the Seller or the Trustee is unable to locate a qualified successor, or (ii) the Seller at its sole option elects to terminate the book-entry system through the Depository or (iii) after an Event of Default, Owners of Certificates evidencing at least 51% Percentage Interests of any Class affected thereby notify the Seller that the continuation of a book-entry system is not in the best interests of such Class of OwnersDepository, the Class A Certificates ~~or any Class, as applicable,~~ shall no longer be restricted to being registered in the Register in the name of Cede & Co. (or a successor nominee) as nominee of the Depository. At that time, the Seller may determine that the Class A Certificates shall be registered in the name of and deposited with a successor depository operating a global book-entry system, as may be acceptable to the Seller and at the Seller's expense, or such depository's agent or designee but, if the Seller does not select such alternative global book-entry system, then ~~the Trustee shall notify the Owners of the Class A Certificates in writing of the termination of the book-entry system and~~ the Class A Certificates may be registered in whatever name or names registered Owners of Class A Certificates transferring Class A Certificates shall designate, in accordance with the provisions hereof. (i) Notwithstanding any other provision of this Agreement to the contrary, so long as any Class A Certificate is registered in the name of Cede & Co., as nominee of the Depository, all distributions of principal or interest on such Class A Certificates and all notices with respect to such Class A Certificates shall be made and given, respectively, in the manner provided in the Representation Letter.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Imc Home Equity Loan Trust 1998-3)

Registration and Transfer of Certificates. (a) The Trustee shall cause to be kept a register (the "Register") in which, subject to such reasonable regulations as it may prescribe, the Trustee shall provide for the registration of Certificates and the registration of transfer of Certificates. The Trustee is hereby initially appointed Registrar for the purpose of registering Certificates and transfers of Certificates as herein provided. The Owners and the Trustee shall have the right to inspect the Register during the Trustee's normal hours and to obtain copies thereof, and the Trustee shall have the right to rely upon a certificate executed on behalf of the Registrar by an Authorized Officer thereof as to the names and addresses of the Owners of the Certificates and the principal amounts and numbers of such Certificates. If a Person other than the Trustee is appointed as Registrar by the Owners of a majority of the aggregate Percentage Interests represented by the Offered Certificates then Outstanding, or if there are no longer any Offered Certificates then Outstanding, by such majority of the Percentage Interests represented by the Class R Certificates, the Trustee will give the Owners prompt written notice of the appointment of such Registrar and of the location, and any change in the location, of the Register. In connection with any such appointment the annual fees of the bank then serving as Trustee and Registrar shall thenceforth be reduced by the amount to be agreed upon by the Trustee and the Depositor at such time and the reasonable fees of the Registrar shall be paid, as expenses of the Trust, pursuant to Section 7.05 hereof. (b) Subject to the provisions of Section ~~5.8 hereof with respect to the Unregistered Certificates~~5.08 hereof, upon surrender for registration of transfer of any Certificate at the office designated as the location of the Register, upon the direction of the Registrar the Depositor shall execute and the Trustee shall ~~execute and~~ authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of a like Class and in the aggregate principal amount or ~~notional amount~~ percentage interest of the Certificate so surrendered. (c) At the option of any Owner, Certificates of any Class owned by such Owner may be exchanged for other Certificates authorized of like ~~Class,~~ Class and tenor and a like aggregate original principal amount or ~~notional amount~~ percentage interest and bearing numbers not contemporaneously outstanding, upon surrender of the Certificates to be exchanged at the office designated as the location of the Register. Whenever any Certificate is so surrendered for exchange, upon the direction of the Registrar, the Depositor and the Trustee shall ~~execute and~~ execute, authenticate and deliver the Certificate or Certificates which the Owner making the exchange is entitled to receive. (d) All Certificates issued upon any registration of transfer or exchange of Certificates shall be valid evidence of the same ownership interests in the Trust and entitled to the same benefits under this Agreement as the Certificates surrendered upon such registration of transfer or exchange. (e) Every Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the ~~Trustee~~ Registrar duly executed by the Owner thereof or his attorney duly authorized in writing. (f) No service charge shall be made to an Owner for any registration of transfer or exchange of Certificates, but the Registrar or Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Certificates; any other expenses in connection with such transfer or exchange shall be an expense of the Trust. (g) It is intended that the ~~Class A~~ Offered Certificates be registered so as to participate in a global book-entry system with the Depository, as set forth herein. Each Class of ~~Class A~~ Offered Certificates ~~shall~~ shall, except as otherwise provided in Subsection (h), be initially issued in the form of a single fully registered ~~Class A~~ Certificate of ~~the related Class with a denomination equal to the original principal balance of the related~~ such Class. Upon initial issuance, the ownership of each such ~~Class A Certificates~~ Certificate shall be registered in the Register in the name of Cede & Co., or any successor thereto, as nominee for the Depository. ~~The minimum denominations~~ On the Startup Day, the Offered Certificates (other than the Class A-11IO Certificates) shall be issued in denominations of no less than $1,000 ~~for any~~ and integral multiples thereof. On the Startup Day, the Class ~~A Certificate,~~ A-11IO Certificates shall be issued in denominations of no less than $~~100,000 for any~~ 1,000 (based on the Class ~~B Certificate,~~ A-11IO Notional Principal Amount thereof) and ~~10% Percentage Interest for any Residual Certificate~~integral multiples thereof. The ~~Seller~~ Depositor and the Trustee are hereby authorized to execute and deliver the Representation Letter with the Depository. With respect to ~~Class A~~ the Offered Certificates registered in the Register in the name of Cede & Co., as nominee of the Depository, the ~~Seller~~Depositor, the ~~Master~~ Servicer, the ~~Transferor~~ Sellers and the Trustee shall have no responsibility or obligation to ~~the Depository's "~~Direct ~~Participants"~~ or "Indirect ~~Participants"~~ Participants or beneficial owners for which the Depository holds ~~Class A~~ Offered Certificates from time to time as a Depository. Without limiting the immediately preceding sentence, the ~~Seller~~Depositor, the ~~Master~~ Servicer, the ~~Transferor~~ Sellers and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the ~~Class A~~ Offered Certificates, (ii) the delivery to any Direct or Indirect Participant or any other Person, other than a registered Owner of ~~a Class A~~ an Offered Certificate as shown in the Register, of any notice with respect to the ~~Class A~~ Offered Certificates or (iii) the payment ~~to, or withholding with respect to,~~ to any Direct or Indirect Participant or any other Person, other than a registered Owner of a ~~Class A~~ Offered Certificate as shown in the Register, of any amount with respect to any distribution of principal or interest on the ~~Class A~~ Offered Certificates. No Person other than a registered Owner of a ~~Class A~~ Offered Certificate as shown in the Register shall receive a certificate evidencing such ~~Class A~~ Offered Certificate. The Certificate Issuer shall have no responsibility for or obligation with respect to the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Class A Certificates. Upon delivery by the Depository to the Trustee of written notice to the effect that the Depository has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions hereof with respect to the payment of interest by the mailing of checks or drafts to the registered Owners of ~~Class A~~ Offered Certificates appearing as registered Owners in the registration books maintained by the Trustee at the close of business on a Record Date, the name "Cede & Co." in this Agreement shall refer to such new nominee of the Depository. (h) In the event that (i) the Depository or the ~~Seller~~ Depositor advises the Trustee in writing that the Depository is no longer willing or able to discharge properly its responsibilities as nominee and depository with respect to the ~~Class A~~ Offered Certificates and the ~~Seller~~ Depositor or the Trustee is unable to locate a qualified ~~successor,~~ successor or (ii) the ~~Seller~~ Depositor at its sole option elects to terminate the book-entry system through the Depository or (iii) after an Event of Default, Owners of Certificates evidencing at least 51% Percentage Interests of any Class affected thereby notify the Seller that the continuation of a book-entry system is not in the best interests of such Class of OwnersDepository, the ~~Class A~~ Offered Certificates ~~or any Class, as applicable,~~ shall no longer be restricted to being registered in the Register in the name of Cede & Co. (or a successor nominee) as nominee of the Depository. At that time, the ~~Class A~~ Depositor may determine that the Offered Certificates shall be registered in the name of and deposited with a successor depository operating a global book-entry system, as may be acceptable to the ~~Seller~~Depositor and at the Depositor's expense, or such depository's agent or designee but, if the ~~Seller~~ Depositor does not select such alternative global book-entry system, then the ~~Trustee shall notify the Owners of the Class A Certificates in writing of the termination of the book-entry system and the Class A~~ Offered Certificates may be registered in whatever name or names registered Owners of ~~Class A~~ Offered Certificates transferring ~~Class A~~ the Offered Certificates shall designate, in accordance with the provisions hereof. (i) Notwithstanding any other provision of this Agreement to the contrary, so long as any ~~Class A Certificate~~ of the Offered Certificates is registered in the name of Cede & Co., as nominee of the Depository, all distributions of principal or interest on such ~~Class A~~ Offered Certificates and all notices with respect to such ~~Class A~~ Offered Certificates shall be made and given, respectively, in the manner provided in the Representation Letter.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Contimortgage Home Equity Loan Trust 1997-3)

Registration and Transfer of Certificates. (a) The Trustee shall cause to be kept a register (the "Register") in which, subject to such reasonable regulations as it may prescribe, the Trustee shall provide for the registration of Certificates and the registration of transfer of Certificates. The Trustee is hereby initially appointed Registrar for the purpose of registering Certificates and transfers of Certificates as herein provided. The Owners and the Trustee shall have the right to inspect the Register during the Trustee's normal hours and to obtain copies thereof, and the Trustee shall have the right to rely upon a certificate executed on behalf of the Registrar by an Authorized Officer thereof as to the names and addresses of the Owners of the Certificates and the principal amounts and numbers of such Certificates. If a Person other than the Trustee is appointed as Registrar by the Owners of a majority of the aggregate Percentage Interests represented by the Offered Certificates then Outstanding or, if there are no longer any Offered Certificates then Outstanding, by such majority of the Percentage Interests represented by the Class R Certificates, the Trustee will give the Owners prompt written notice of the appointment of such Registrar and of the location, and any change in the location, of the Register. (b) Subject to the provisions of Section ~~5.8 hereof with respect to the Unregistered Certificates~~5.08 hereof, upon surrender for registration of transfer of any Certificate at the office designated as the location of the Register, upon the direction of the Registrar the Depositor shall execute and the Trustee shall ~~execute and~~ authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of a like Class and in the aggregate principal amount or ~~notional amount~~ Percentage Interest of the Certificate so surrendered. (c) At the option of any Owner, Certificates of any Class owned by such Owner may be exchanged for other Certificates authorized of like ~~Class,~~ Class and tenor and a like aggregate original principal amount or ~~notional amount~~ percentage interest and bearing numbers not contemporaneously ~~outstanding~~Outstanding, upon surrender of the Certificates to be exchanged at the office designated as the location of the Register. Whenever any Certificate is so surrendered for exchange, upon the direction of the Registrar, the Depositor and the Trustee shall ~~execute and~~ execute, authenticate and deliver the Certificate or Certificates which the Owner making the exchange is entitled to receive. (d) All Certificates issued upon any registration of transfer or exchange of Certificates shall be valid evidence of the same ownership interests in the Trust and entitled to the same benefits under this Agreement as the Certificates surrendered upon such registration of transfer or exchange. (e) Every Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee duly executed by the Owner thereof or his attorney duly authorized in writing. (f) No service charge shall be made to an Owner for any registration of transfer or exchange of Certificates, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Certificates; any other expenses in connection with such transfer or exchange shall be an expense of the Trust. (g) It is intended that the Class A Certificates be registered so as to participate in a global book-entry system with the Depository, as set forth herein. Each Class of Class A Certificates shall be initially issued in the form of a single fully registered Class A Certificate of the related Class with a denomination equal to the original principal balance of the related Class. Upon initial issuance, the ownership of such Class A Certificates shall be registered in the Register in the name of Cede & Co., or any successor thereto, as nominee for the Depository. The minimum denominations shall be $1,000 for any Class A Certificate, $100,000 for any Class B Certificate, and 10% Percentage Interest for any Residual Certificate. The Seller and the Trustee are hereby authorized to execute and deliver the Representation Letter with the Depository. With respect to Class A Certificates registered in the Register in the name of Cede & Co., as nominee of the Depository, the Seller, the Master Servicer, the Transferor and the Trustee shall have no responsibility or obligation to the Depository's "Direct Participants" or "Indirect Participants" or beneficial owners for which the Depository holds Class A Certificates from time to time as a Depository. Without limiting the immediately preceding sentence, the Seller, the Master Servicer, the Transferor and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Class A Certificates, (ii) the delivery to any Direct or Indirect Participant or any other Person, other than a registered Owner of a Class A Certificate as shown in the Register, of any notice with respect to the Class A Certificates or (iii) the payment to, or withholding with respect to, any Direct or Indirect Participant or any other Person, other than a registered Owner of a Class A Certificate as shown in the Register, of any amount with respect to any distribution of principal or interest on the Class A Certificates. No Person other than a registered Owner of a Class A Certificate as shown in the Register shall receive a certificate evidencing such Class A Certificate. The Certificate Issuer shall have no responsibility for or obligation with respect to the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Class A Certificates. Upon delivery by the Depository to the Trustee of written notice to the effect that the Depository has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions hereof with respect to the payment of interest by the mailing of checks or drafts to the registered Owners of Class A Certificates appearing as registered Owners in the registration books maintained by the Trustee at the close of business on a Record Date, the name "Cede & Co." in this Agreement shall refer to such new nominee of the Depository. (h) In the event that (i) the Depository or the Seller advises the Trustee in writing that the Depository is no longer willing or able to discharge properly its responsibilities as nominee and depository with respect to the Class A Certificates and the Seller is unable to locate a qualified successor, (ii) the Seller at its sole option elects to terminate the book-entry system through the Depository or (iii) after an Event of Default, Owners of Certificates evidencing at least 51% Percentage Interests of any Class affected thereby notify the Seller that the continuation of a book-entry system is not in the best interests of such Class of Owners, the Class A Certificates or any Class, as applicable, shall no longer be restricted to being registered in the Register in the name of Cede & Co. (or a successor nominee) as nominee of the Depository. At that time, the Class A Certificates shall be registered in the name of and deposited with a successor depository operating a global book-entry system, as may be acceptable to the Seller, or such depository's agent or designee but, if the Seller does not select such alternative global book-entry system, then the Trustee shall notify the Owners of the Class A Certificates in writing of the termination of the book-entry system and the Class A Certificates may be registered in whatever name or names registered Owners of Class A Certificates transferring Class A Certificates shall designate, in accordance with the provisions hereof. (i) Notwithstanding any other provision of this Agreement to the contrary, so long as any Class A Certificate is registered in the name of Cede & Co., as nominee of the Depository, all distributions of principal or interest on such Class A Certificates and all notices with respect to such Class A Certificates shall be made and given, respectively, in the manner provided in the Representation Letter.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Amresco Residential Securities Corp Mort Loan Trust 1997-3)

Registration and Transfer of Certificates. ~~(a)~~ The Trustee shall cause to be kept a register (the "Register") in which, subject to such reasonable regulations as it may prescribe, the Trustee shall provide for the registration of Certificates and the registration of transfer of Certificates~~. (b)~~ . The Trustee is hereby initially appointed Registrar for the purpose of registering Certificates and transfers of Certificates as herein provided. The Owners, the Certificate Insurer and the Trustee shall have the right to inspect the Register during the Trustee's normal hours and to obtain copies thereof, and the Trustee shall have the right to rely upon a certificate executed on behalf of the Registrar by an Authorized Officer thereof as to the names and addresses of the Owners of the Certificates and the principal amounts and numbers of such Certificates. If a Person other than the Trustee is appointed as Registrar by the Owners of a majority of the aggregate Percentage Interests represented by the Class A Certificates and the Class B Certificates then Outstanding with the consent of the Certificate Insurer, or if there are no longer any Class A Certificates or Class B Certificates then Outstanding, by such majority of the Percentage Interests represented by the Class C Certificates, the Trustee will give the Owners and the Certificate Insurer prompt written notice of the appointment of such Registrar and of the location, and any change in the location, of the Register. In connection with any such appointment the annual fees of the bank then serving as Trustee and Registrar shall thenceforth be reduced by the amount to be agreed upon by the Trustee and the Depositor at such time and the reasonable fees of the Registrar shall be paid, as expenses of the Trust, pursuant to Section 7.05 hereof. Subject to the provisions of Section ~~5.8 hereof with respect to the Unregistered Certificates~~5.08 hereof, upon surrender for registration of transfer of any Certificate at the office designated as the location of the Register, upon the direction of the Registrar the Trustee shall ~~execute and~~ execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of a like Class and in the aggregate principal amount or ~~notional amount~~ percentage interest of the Certificate so surrendered~~. (c)~~ . At the option of any Owner, Certificates of any Class owned by such Owner may be exchanged for other Certificates authorized of like ~~Class,~~ Class and tenor and a like aggregate original principal amount or ~~notional amount~~ percentage interest and bearing numbers not contemporaneously outstanding, upon surrender of the Certificates to be exchanged at the office designated as the location of the Register. Whenever any Certificate is so surrendered for exchange, upon the direction of the Registrar, the Trustee shall ~~execute and~~ execute, authenticate and deliver the Certificate or Certificates which the Owner making the exchange is entitled to receive~~. (d)~~ . All Certificates issued upon any registration of transfer or exchange of Certificates shall be valid evidence of the same ownership interests in the Trust and entitled to the same benefits under this Agreement as the Certificates surrendered upon such registration of transfer or exchange~~. (e)~~ . Every Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the ~~Trustee~~ Registrar duly executed by the Owner thereof or his attorney duly authorized in writing~~. (f)~~ . No service charge shall be made to an Owner for any registration of transfer or exchange of Certificates, but the Registrar or Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Certificates; any other expenses in connection with such transfer or exchange shall be an expense of the Trust~~. (g)~~ . It is intended that the ~~Class A~~ Offered Certificates be registered so as to participate in a global book-entry system with the Depository, as set forth herein. Each Class of ~~Class A~~ Offered Certificates ~~shall~~ shall, except as otherwise provided in Subsection (h), be initially issued in the form of a single fully registered ~~Class A~~ Certificate of ~~the related Class with a denomination equal to the original principal balance of the related~~ such Class. Upon initial issuance, the ownership of each such ~~Class A Certificates~~ Certificate shall be registered in the Register in the name of Cede & Co., or any successor thereto, as nominee for the Depository. ~~The minimum denominations~~ On the Startup Day, the Offered Certificates (other than the Class A-9IO Certificates) shall be issued in denominations of no less than $1,000 ~~for any~~ and integral multiples thereof. On the Startup Day, the Class ~~A Certificate,~~ A-9IO Certificates shall be issued in denominations of no less than $~~100,000 for any~~ 1,000 (based on the Class ~~B Certificate,~~ A-9IO Notional Principal Amounts thereof) and ~~10% Percentage Interest for any Residual Certificate~~integral multiples thereof. The ~~Seller~~ Depositor and the Trustee are hereby authorized to execute and deliver the Representation Letter with the Depository. With respect to ~~Class A~~ the Offered Certificates registered in the Register in the name of Cede & Co., as nominee of the Depository, the ~~Seller~~Depositor, the ~~Master~~ Servicer, the ~~Transferor~~ Sellers, the Certificate Insurer and the Trustee shall have no responsibility or obligation to ~~the Depository's "~~Direct ~~Participants"~~ or "Indirect ~~Participants"~~ Participants or beneficial owners for which the Depository holds ~~Class A~~ Offered Certificates from time to time as a Depository. Without limiting the immediately preceding sentence, the ~~Seller~~Depositor, the ~~Master~~ Servicer, the ~~Transferor~~ Sellers, the Certificate Insurer and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the ~~Class A~~ Offered Certificates, (ii) the delivery to any Direct or Indirect Participant or any other Person, other than a registered Owner of ~~a Class A~~ an Offered Certificate as shown in the Register, of any notice with respect to the ~~Class A~~ Offered Certificates or (iii) the payment ~~to, or withholding with respect to,~~ to any Direct or Indirect Participant or any other Person, other than a registered Owner of a ~~Class A~~ Offered Certificate as shown in the Register, of any amount with respect to any distribution of principal or interest on the ~~Class A~~ Offered Certificates. No Person other than a registered Owner of a ~~Class A~~ Offered Certificate as shown in the Register shall receive a certificate evidencing such ~~Class A~~ Offered Certificate. The Certificate Issuer shall have no responsibility for or obligation with respect to the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Class A Certificates. Upon delivery by the Depository to the Trustee of written notice to the effect that the Depository has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions hereof with respect to the payment of interest by the mailing of checks or drafts to the registered Owners of ~~Class A~~ Offered Certificates appearing as registered Owners in the registration books maintained by the Trustee at the close of business on a Record Date, the name "Cede & Co." in this Agreement shall refer to such new nominee of the Depository~~. (h)~~ . In the event that (i) the Depository or the ~~Seller~~ Depositor advises the Trustee in writing that the Depository is no longer willing or able to discharge properly its responsibilities as nominee and depository with respect to the ~~Class A~~ Offered Certificates and the ~~Seller~~ Depositor or the Trustee is unable to locate a qualified ~~successor,~~ successor or (ii) the ~~Seller~~ Depositor at its sole option elects to terminate the book-entry system through the Depository or (iii) after an Event of Default, Owners of Certificates evidencing at least 51% Percentage Interests of any Class affected thereby notify the Seller that the continuation of a book-entry system is not in the best interests of such Class of OwnersDepository, the ~~Class A~~ Offered Certificates ~~or any Class, as applicable,~~ shall no longer be restricted to being registered in the Register in the name of Cede & Co. (or a successor nominee) as nominee of the Depository. At that time, the ~~Class A~~ Depositor may determine that the Offered Certificates shall be registered in the name of and deposited with a successor depository operating a global book-entry system, as may be acceptable to the ~~Seller~~Depositor and at the Depositor's expense, or such depository's agent or designee but, if the ~~Seller~~ Depositor does not select such alternative global book-entry system, then the ~~Trustee shall notify the Owners of the Class A Certificates in writing of the termination of the book-entry system and the Class A~~ Offered Certificates may be registered in whatever name or names registered Owners of ~~Class A~~ Offered Certificates transferring ~~Class A~~ the Offered Certificates shall designate, in accordance with the provisions hereof~~. (i)~~ . Notwithstanding any other provision of this Agreement to the contrary, so long as any ~~Class A Certificate~~ of the Offered Certificates is registered in the name of Cede & Co., as nominee of the Depository, all distributions of principal or interest on such ~~Class A~~ Offered Certificates and all notices with respect to such ~~Class A~~ Offered Certificates shall be made and given, respectively, in the manner provided in the Representation Letter.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Contisecurities Asset Funding Corp)

Registration and Transfer of Certificates. (a) The Trustee shall cause to be kept a register (the "Register") in which, subject to such reasonable regulations as it may prescribe, the Trustee shall provide for the registration of Certificates and the registration of transfer of Certificates. The Trustee is hereby initially appointed Registrar for the purpose of registering Certificates and transfers of Certificates as herein provided. The Owners, the Certificate Insurer and the Trustee shall have the right to inspect the Register during the Trustee's normal hours and to obtain copies thereof, and the Trustee shall have the right to rely upon a certificate executed on behalf of the Registrar by an Authorized Officer thereof as to the names and addresses of the Owners of the Certificates and the principal amounts and numbers of such Certificates. If a Person other than the Trustee is appointed as Registrar by the Owners of a majority of the aggregate Percentage Interests represented by the Class A Trust Certificates then Outstanding with the consent of the Certificate Insurer, or if there are no longer any Offered Certificates then Outstanding, by such majority of the Percentage Interests represented by the Class R-I Certificates, the Trustee will give the Owners and the Certificate Insurer prompt written notice of the appointment of such Registrar and of the location, and any change in the location, of the Register. In connection with any such appointment the annual fees of the bank then serving as Trustee and Registrar shall thenceforth be reduced by the amount to be agreed upon by the Trustee and the Depositor at such time and the reasonable fees of the Registrar shall be paid, as expenses of the Trust, pursuant to Section 7.05 hereof. (b) Subject to the provisions of Section ~~5.8 hereof with respect to the Unregistered Certificates~~5.08 hereof, upon surrender for registration of transfer of any Certificate at the office designated as the location of the Register, upon the direction of the Registrar the Depositor shall execute and the Trustee shall ~~execute and~~ authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of a like Class and in the aggregate principal amount or ~~notional amount~~ percentage interest of the Certificate so surrendered. (c) At the option of any Owner, Certificates of any Class owned by such Owner may be exchanged for other Certificates authorized of like ~~Class,~~ Class and tenor and a like aggregate original principal amount or ~~notional amount~~ percentage interest and bearing numbers not contemporaneously outstanding, upon surrender of the Certificates to be exchanged at the office designated as the location of the Register. Whenever any Certificate is so surrendered for exchange, upon the direction of the Registrar, the Depositor and the Trustee shall ~~execute and~~ execute, authenticate and deliver the Certificate or Certificates which the Owner making the exchange is entitled to receive. (d) All Certificates issued upon any registration of transfer or exchange of Certificates shall be valid evidence of the same ownership interests in the Trust and entitled to the same benefits under this Agreement as the Certificates surrendered upon such registration of transfer or exchange. (e) Every Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the ~~Trustee~~ Registrar duly executed by the Owner thereof or his attorney duly authorized in writing. (f) No service charge shall be made to an Owner for any registration of transfer or exchange of Certificates, but the Registrar or Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Certificates; any other expenses in connection with such transfer or exchange shall be an expense of the Trust. (g) It is intended that the ~~Class A~~ Offered Certificates be registered so as to participate in a global ~~book-~~book- entry system with the Depository, as set forth herein. Each Class of ~~Class A~~ Offered Certificates ~~shall~~ shall, except as otherwise provided in Subsection (h), be initially issued in the form of a single fully registered ~~Class A~~ Certificate of ~~the related Class with a denomination equal to the original principal balance of the related~~ such Class. Upon initial issuance, the ownership of each such ~~Class A Certificates~~ Certificate shall be registered in the Register in the name of Cede & Co., or any successor thereto, as nominee for the Depository. ~~The minimum denominations~~ On the Startup Day, the Offered Certificates (other than the Auction Rate Certificates and the Class A-11 IO Certificates) shall be issued in denominations of no less than $1,000 ~~for any~~ and integral multiples thereof. On the Startup Day, the Class ~~A Certificate,~~ A-11 IO Certificates shall be issued in denominations of no less than $~~100,000 for any~~ 1,000 (based on the Class ~~B Certificate,~~ A-11 IO Notional Principal Amount thereof) and ~~10% Percentage Interest for any Residual Certificate~~integral multiples thereof; the Auction Rate Certificates shall be issued in denominations of $25,000 and in integral multiples thereof and the Class A-2 Fixed Certificates shall be issued in a single Certificate to represent the entire Class. The ~~Seller~~ Depositor and the Trustee are hereby authorized to execute and deliver the Representation Letter with the Depository. With respect to ~~Class A~~ the Offered Certificates registered in the Register in the name of Cede & Co., as nominee of the Depository, the ~~Seller~~Depositor, the ~~Master~~ Servicer, the ~~Transferor~~ Sellers, the Certificate Insurer and the Trustee shall have no responsibility or obligation to ~~the Depository's "~~Direct ~~Participants"~~ or "Indirect ~~Participants"~~ Participants or beneficial owners for which the Depository holds ~~Class A~~ Offered Certificates from time to time as a Depository. Without limiting the immediately preceding sentence, the ~~Seller~~Depositor, the ~~Master~~ Servicer, the ~~Transferor~~ Sellers, the Certificate Insurer and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the ~~Class A~~ Offered Certificates, (ii) the delivery to any Direct or Indirect Participant or any other Person, other than a registered Owner of ~~a Class A~~ an Offered Certificate as shown in the Register, of any notice with respect to the ~~Class A~~ Offered Certificates or (iii) the payment ~~to, or withholding with respect to,~~ to any Direct or Indirect Participant or any other Person, other than a registered Owner of a ~~Class A~~ Offered Certificate as shown in the Register, of any amount with respect to any distribution of principal or interest on the ~~Class A~~ Offered Certificates. No Person other than a registered Owner of a ~~Class A~~ Offered Certificate as shown in the Register shall receive a certificate evidencing such ~~Class A~~ Offered Certificate. The Certificate Issuer shall have no responsibility for or obligation with respect to the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Class A Certificates. Upon delivery by the Depository to the Trustee of written notice to the effect that the Depository has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions hereof with respect to the payment of interest by the mailing of checks or drafts to the registered Owners of ~~Class A~~ Offered Certificates appearing as registered Owners in the registration books maintained by the Trustee at the close of business on a Record Date, the name "Cede & Co." in this Agreement shall refer to such new nominee of the Depository. (h) In the event that (i) the Depository or the ~~Seller~~ Depositor advises the Trustee in writing that the Depository is no longer willing or able to discharge properly its responsibilities as nominee and depository with respect to the ~~Class A~~ Offered Certificates and the ~~Seller~~ Depositor or the Trustee is unable to locate a qualified ~~successor,~~ successor or (ii) the ~~Seller~~ Depositor at its sole option elects to terminate the book-entry system through the Depository or (iii) after an Event of Default, Owners of Certificates evidencing at least 51% Percentage Interests of any Class affected thereby notify the Seller that the continuation of a book-entry system is not in the best interests of such Class of OwnersDepository, the ~~Class A~~ Offered Certificates ~~or any Class, as applicable,~~ shall no longer be restricted to being registered in the Register in the name of Cede & Co. (or a successor nominee) as nominee of the Depository. At that time, the ~~Class A~~ Depositor may determine that the Offered Certificates shall be registered in the name of and deposited with a successor depository operating a global book-entry system, as may be acceptable to the ~~Seller~~Depositor and at the Depositor's expense, or such depository's agent or designee but, if the ~~Seller~~ Depositor does not select such alternative global book-entry system, then the ~~Trustee shall notify the Owners of the Class A Certificates in writing of the termination of the book-entry system and the Class A~~ Offered Certificates may be registered in whatever name or names registered Owners of ~~Class A~~ Offered Certificates transferring ~~Class A~~ the Offered Certificates shall designate, in accordance with the provisions hereof. (i) Notwithstanding any other provision of this Agreement to the contrary, so long as any ~~Class A Certificate~~ of the Offered Certificates is registered in the name of Cede & Co., as nominee of the Depository, all distributions of principal or interest on such ~~Class A~~ Offered Certificates and all notices with respect to such ~~Class A~~ Offered Certificates shall be made and given, respectively, in the manner provided in the Representation Letter.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Contimortgage Home Equity Trust 1997-5)

Registration and Transfer of Certificates. (a) The Trustee shall cause to be kept a register (the "Register") in which, subject to such reasonable regulations as it may prescribe, the Trustee shall provide for the registration of Certificates and the registration of transfer of Certificates. The Trustee is hereby initially appointed Registrar for the purpose of registering Certificates and transfers of Certificates as herein provided. The Certificate Insurer, the Owners and the Trustee shall have the right to inspect the Register during the Trustee's normal hours and to obtain copies thereof, and the Trustee shall have the right to rely upon a certificate executed on behalf of the Registrar by an Authorized Officer thereof as to the names and addresses of the Owners of the Certificates and the principal amounts and numbers of such Certificates. If a Person other than the Trustee is appointed as Registrar by the Owners of a majority of the aggregate Voting Rights represented by the Certificates then Outstanding with the consent of the Certificate Insurer, such Owners shall give the Trustee, the Certificate Insurer and the Owners prompt written notice of the appointment of such Registrar and of the location, and any change in the location, of the Register. In connection with any such appointment the reasonable fees of the Registrar shall be paid, as expenses of the Trust, pursuant to Section 7.06 hereof. (b) Subject to the provisions of Section ~~5.8 hereof with respect to the Unregistered Certificates~~5.08 hereof, upon surrender for registration of transfer of any Certificate at the office designated as the location of the Register, upon the direction of the Registrar, the Trustee shall ~~execute and~~ execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of a like Class and in the aggregate outstanding principal amount or ~~notional amount~~ Percentage Interest of the Certificate so surrendered. (c) At the option of any Owner, Certificates of any Class owned by such Owner may be exchanged for other Certificates authorized of like ~~Class,~~ Class and tenor and a like aggregate ~~original~~ outstanding principal amount or ~~notional amount~~ Percentage Interest and bearing numbers not contemporaneously outstanding, upon surrender of the Certificates to be exchanged at the office designated as the location of the Register. Whenever any Certificate is so surrendered for exchange, upon the direction of the Registrar, the Trustee shall ~~execute and~~ execute, authenticate and deliver the Certificate or Certificates which the Owner making the exchange is entitled to receive. (d) All Certificates issued upon any registration of transfer or exchange of Certificates shall be valid evidence of the same ownership interests in the Trust and entitled to the same benefits under this Agreement as the Certificates surrendered upon such registration of transfer or exchange. (e) Every Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee duly executed by the Owner thereof or his attorney duly authorized in writing. (f) No service charge shall be made to an Owner for any registration of transfer or exchange of Certificates, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Certificates; any other expenses in connection with such transfer or exchange shall be an expense of the Trust. (g) It is intended that the Class A Certificates be registered so as to participate in a global book-entry system with the Depository, as set forth herein. Each Class of Class A Certificates shall be initially issued in the form of a single fully registered Class A Certificate of the related Class with a denomination equal to the original principal balance of the related Class. Upon initial issuance, the ownership of such Class A Certificates shall be registered in the Register in the name of Cede & Co., or any successor thereto, as nominee for the Depository. The minimum denominations shall be $1,000 for any Class A Certificate, $100,000 for any Class B Certificate, and 10% Percentage Interest for any Residual Certificate. The Seller and the Trustee are hereby authorized to execute and deliver the Representation Letter with the Depository. With respect to Class A Certificates registered in the Register in the name of Cede & Co., as nominee of the Depository, the Seller, the Master Servicer, the Transferor and the Trustee shall have no responsibility or obligation to the Depository's "Direct Participants" or "Indirect Participants" or beneficial owners for which the Depository holds Class A Certificates from time to time as a Depository. Without limiting the immediately preceding sentence, the Seller, the Master Servicer, the Transferor and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Class A Certificates, (ii) the delivery to any Direct or Indirect Participant or any other Person, other than a registered Owner of a Class A Certificate as shown in the Register, of any notice with respect to the Class A Certificates or (iii) the payment to, or withholding with respect to, any Direct or Indirect Participant or any other Person, other than a registered Owner of a Class A Certificate as shown in the Register, of any amount with respect to any distribution of principal or interest on the Class A Certificates. No Person other than a registered Owner of a Class A Certificate as shown in the Register shall receive a certificate evidencing such Class A Certificate. The Certificate Issuer shall have no responsibility for or obligation with respect to the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Class A Certificates. Upon delivery by the Depository to the Trustee of written notice to the effect that the Depository has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions hereof with respect to the payment of interest by the mailing of checks or drafts to the registered Owners of Class A Certificates appearing as registered Owners in the registration books maintained by the Trustee at the close of business on a Record Date, the name "Cede & Co." in this Agreement shall refer to such new nominee of the Depository. (h) In the event that (i) the Depository or the Seller advises the Trustee in writing that the Depository is no longer willing or able to discharge properly its responsibilities as nominee and depository with respect to the Class A Certificates and the Seller is unable to locate a qualified successor, (ii) the Seller at its sole option elects to terminate the book-entry system through the Depository or (iii) after an Event of Default, Owners of Certificates evidencing at least 51% Percentage Interests of any Class affected thereby notify the Seller that the continuation of a book-entry system is not in the best interests of such Class of Owners, the Class A Certificates or any Class, as applicable, shall no longer be restricted to being registered in the Register in the name of Cede & Co. (or a successor nominee) as nominee of the Depository. At that time, the Class A Certificates shall be registered in the name of and deposited with a successor depository operating a global book-entry system, as may be acceptable to the Seller, or such depository's agent or designee but, if the Seller does not select such alternative global book-entry system, then the Trustee shall notify the Owners of the Class A Certificates in writing of the termination of the book-entry system and the Class A Certificates may be registered in whatever name or names registered Owners of Class A Certificates transferring Class A Certificates shall designate, in accordance with the provisions hereof. (i) Notwithstanding any other provision of this Agreement to the contrary, so long as any Class A Certificate is registered in the name of Cede & Co., as nominee of the Depository, all distributions of principal or interest on such Class A Certificates and all notices with respect to such Class A Certificates shall be made and given, respectively, in the manner provided in the Representation Letter.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Centex Home Equity Ln Asset Bk Cert Ser 1999-3)

Registration and Transfer of Certificates. (a) The Trustee shall cause to be kept a register (the "“Register"”) in which, subject to such reasonable regulations as it may prescribe, the Trustee shall provide for the registration of Certificates and the registration of transfer of Certificates. The Trustee is hereby initially appointed Registrar for the purpose of registering Certificates and transfers of Certificates as herein provided. The Depositor, the Owners and the Trustee shall have the right to inspect the Register upon reasonable notice during the Trustee’s normal hours and to obtain copies thereof, and the Trustee shall have the right to rely upon a certificate executed on behalf of the Registrar by an Authorized Officer thereof as to the names and addresses of the Owners of the Certificates and the principal amounts and numbers of such Certificates. If a Person other than the Trustee is appointed as Registrar by the Owners of a majority of the aggregate Voting Rights represented by the Certificates then Outstanding, such Owners shall give the Trustee and the Owners prompt written notice of the appointment of such Registrar and of the location, and any change in the location, of the Register. In connection with any such appointment the reasonable fees of the Registrar shall be paid, as expenses of the Trust, pursuant to Section 7.06 hereof. (b) Subject to the provisions of Section ~~5.8 hereof with respect to the Unregistered Certificates~~5.08 hereof, upon surrender for registration of transfer of any Certificate at the office designated as the location of the Register, upon the direction of the Registrar, the Trustee shall ~~execute and~~ execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of a like Class and in the aggregate outstanding principal amount or ~~notional amount~~ Percentage Interest of the Certificate so surrendered. However, in the case of the Class A-IO Certificates, the Group I A-IO Component, the Group II A-IO Component and the Group III A-IO Component may not be separately traded. (c) At the option of any Owner, Certificates of any Class owned by such Owner may be exchanged for other Certificates authorized of like ~~Class,~~ Class and tenor and a like aggregate ~~original~~ outstanding principal amount or ~~notional amount~~ Percentage Interest and bearing numbers not contemporaneously outstanding, upon surrender of the Certificates to be exchanged at the office designated as the location of the Register. Whenever any Certificate is so surrendered for exchange, upon the direction of the Registrar, the Trustee shall ~~execute and~~ execute, authenticate and deliver the Certificate or Certificates which the Owner making the exchange is entitled to receive. (d) All Certificates issued upon any registration of transfer or exchange of Certificates shall be valid evidence of the same ownership interests in the Trust and entitled to the same benefits under this Agreement as the Certificates surrendered upon such registration of transfer or exchange. (e) Every Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the ~~Trustee~~ Registrar duly executed by the Owner thereof or his attorney duly authorized in writing. (f) No service charge shall be made to an Owner for any registration of transfer or exchange of Certificates, but the Registrar or Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Certificates; any other expenses in connection with such transfer or exchange shall be an expense of the Trust. (g) It is intended that the ~~Class A~~ Offered Certificates be registered so as to participate in a global book-entry system with the Depository, as set forth herein. Each Class of ~~Class A~~ Offered Certificates ~~shall~~ shall, except as otherwise provided in Subsection (h), be initially issued in the form of a single fully registered ~~Class A~~ Offered Certificate of ~~the related Class with a denomination equal to the original principal balance of the related~~ such Class. Upon initial issuance, the ownership of each such ~~Class A Certificates~~ Offered Certificate shall be registered in the Register in the name of Cede & Co., or any successor thereto, as nominee for the Depository. ~~The minimum denominations~~ On the Startup Day, the Offered Certificates shall be issued in denominations of $25,000 and integral multiples of $1,000 ~~for any Class A Certificate, $100,000 for any Class B Certificate, and 10% Percentage Interest for any Residual Certificate~~in excess thereof. The ~~Seller~~ Depositor and the Trustee are hereby authorized to execute and deliver the Representation Letter with the ~~Depository~~Depository in the form provided to the Trustee by the Depositor. With respect to ~~Class A~~ the Offered Certificates registered in the Register in the name of Cede & Co., as nominee of the Depository, the ~~Seller~~Depositor, the ~~Master~~ Servicer, the ~~Transferor~~ Seller and the Trustee shall have no responsibility or obligation to ~~the Depository's "~~Direct ~~Participants"~~ or "Indirect ~~Participants"~~ Participants or beneficial owners for which the Depository holds ~~Class A~~ Offered Certificates from time to time as a Depository. Without limiting the immediately preceding sentence, the ~~Seller~~Depositor, the ~~Master~~ Servicer, the ~~Transferor~~ Sellers and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the ~~Class A~~ Offered Certificates, (ii) the delivery to any Direct or Indirect Participant or any other Person, other than a registered Owner of ~~a Class A~~ an Offered Certificate as shown in the Register, of any notice with respect to the ~~Class A~~ Offered Certificates or (iii) the payment ~~to, or withholding with respect to,~~ to any Direct or Indirect Participant or any other Person, other than a registered Owner of ~~a Class A~~ an Offered Certificate as shown in the Register, of any amount with respect to any distribution of principal or interest on the ~~Class A~~ Offered Certificates. No Person other than a registered Owner of ~~a Class A~~ an Offered Certificate as shown in the Register shall receive a certificate evidencing such ~~Class A~~ Offered Certificate. The Certificate Issuer shall have no responsibility for or obligation with respect to the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Class A Certificates. Upon delivery by the Depository to the Trustee of written notice to the effect that the Depository has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions hereof with respect to the payment of interest by the mailing of checks or drafts to the registered Owners of ~~Class A~~ Offered Certificates appearing as registered Owners in the registration books maintained by the Trustee at the close of business on a Record Date, the name "“Cede & Co." ” in this Agreement shall refer to such new nominee of the Depository. (h) In the event that (i) the Depository or the ~~Seller~~ Depositor advises the Trustee in writing that the Depository is no longer willing or able to discharge properly its responsibilities as nominee and depository with respect to the ~~Class A~~ Offered Certificates and either of CHEC or the ~~Seller~~ Trustee is unable to locate a qualified ~~successor,~~ successor or (ii) the ~~Seller~~ Depositor at its sole option elects to terminate the book-entry system through the Depository or (iii) after ~~an Event~~ the occurrence of ~~Default~~a Servicer Termination Event, ~~Owners~~ the beneficial owners of each Class of Offered Certificates ~~evidencing at least~~ representing Percentage Interests aggregating not less than 51% ~~Percentage Interests~~ of ~~any~~ such Class ~~affected thereby notify~~ advises the ~~Seller~~ Trustee and Depository through the Direct or Indirect Participants in writing that the continuation of a book-entry system through the Depository to the exclusion of definitive, fully registered certificates (the “Definitive Certificates”) to Owners is ~~not~~ no longer in the best interests of ~~such Class of~~ the Owners, the ~~Class A~~ Offered Certificates ~~or any Class, as applicable,~~ shall no longer be restricted to being registered in the Register in the name of Cede & Co. (or a successor nominee) as nominee of the Depository. At In the case of (i) and (ii) above, CHEC may determine that ~~time,~~ the ~~Class A~~ Offered Certificates shall be registered in the name of and deposited with a successor depository operating a global book-entry system, as may be acceptable to the ~~Seller~~CHEC and at the expense of CHEC, or such depository's ’s agent or designee but, if ~~the Seller~~ CHEC does not select such alternative global book-entry ~~system, then the Trustee shall notify the Owners of the Class A Certificates in writing of the termination of the book-entry~~ system and in the ~~Class A~~ case of (iii) above, the Offered Certificates may be registered in whatever name or names registered Owners of ~~Class A~~ Offered Certificates transferring ~~Class A~~ Offered Certificates shall designate, in accordance with the provisions hereof. (i) Notwithstanding any other provision of this Agreement to the contrary, so long as any ~~Class A~~ Offered Certificate is registered in the name of Cede & Co., as nominee of the Depository, all distributions of principal or interest on such ~~Class A~~ Offered Certificates and all notices with respect to such ~~Class A~~ Offered Certificates shall be made and given, respectively, in the manner provided in the Representation Letter.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Centex Funding LLC Centex Home Eq Ln Ast Bk Cert Ser 2003-A)

Registration and Transfer of Certificates. (a) The Trustee shall cause to be kept a register (the "Register") in which, subject to such reasonable regulations as it may prescribe, the Trustee shall provide for the registration of Certificates and the registration of transfer of Certificates. The Trustee is hereby initially appointed Registrar for the purpose of registering Certificates and transfers of Certificates as herein provided. The Certificate Insurer, the Owners and the Trustee shall have the right to inspect the Register during the Trustee's normal hours and to obtain copies thereof, and the Trustee shall have the right to rely upon a certificate executed on behalf of the Registrar by an Authorized Officer thereof as to the names and addresses of the Owners of the Certificates and the principal amounts and numbers of such Certificates. If a Person other than the Trustee is appointed as Registrar by the Owners of a majority of the aggregate Percentage Interests represented by the Class A Certificates then Outstanding with the consent of the Certificate Insurer or if there are no longer any Class A Certificates then outstanding, by such majority of the Percentage Interests represented by the Class R Certificates, such Owners shall give the Trustee, the Certificate Insurer and the Owners prompt written notice of the appointment of such Registrar and of the location, and any change in the location, of the Register. In connection with any such appointment the reasonable fees of the Registrar shall be paid, as expenses of the Trust, pursuant to Section 7.06 hereof. (b) Subject to the provisions of Section ~~5.8 hereof with respect to the Unregistered Certificates~~5.08 hereof, upon surrender for registration of transfer of any Certificate at the office designated as the location of the Register, upon the direction of the Registrar, the Trustee shall ~~execute and~~ execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of a like Class and in the aggregate principal amount or ~~notional amount~~ percentage interest of the Certificate so surrendered. (c) At the option of any Owner, Certificates of any Class owned by such Owner may be exchanged for other Certificates authorized of like ~~Class,~~ Class and tenor and a like aggregate original principal amount or ~~notional amount~~ percentage interest and bearing numbers not contemporaneously outstanding, upon surrender of the Certificates to be exchanged at the office designated as the location of the Register. Whenever any Certificate is so surrendered for exchange, upon the direction of the Registrar, the Trustee shall ~~execute and~~ execute, authenticate and deliver the Certificate or Certificates which the Owner making the exchange is entitled to receive. (d) All Certificates issued upon any registration of transfer or exchange of Certificates shall be valid evidence of the same ownership interests in the Trust and entitled to the same benefits under this Agreement as the Certificates surrendered upon such registration of transfer or exchange. (e) Every Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the ~~Trustee~~ Registrar duly executed by the Owner thereof or his attorney duly authorized in writing. (f) No service charge shall be made to an Owner for any registration of transfer or exchange of Certificates, but the Registrar or Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Certificates; any other expenses in connection with such transfer or exchange shall be an expense of the Trust. (g) It is intended that the Class A Certificates be registered so as to participate in a global book-entry system with the Depository, as set forth herein. Each Class of Class A Certificates ~~shall~~ shall, except as otherwise provided in Subsection (h), be initially issued in the form of a single fully registered Class A Certificate of ~~the related Class with a denomination equal to the original principal balance of the related~~ such Class. Upon initial issuance, the ownership of each such Class A ~~Certificates~~ Certificate shall be registered in the Register in the name of Cede & Co., or any successor thereto, as nominee for the Depository. ~~The minimum denominations~~ On the Startup Day, no Class A-1, Class A-2 or Class A-3 Certificates shall be issued in denominations of less than $25,000 and integral multiples of $1,000 ~~for any Class A Certificate, $100,000 for any Class B Certificate, and 10% Percentage Interest for any Residual Certificate~~in excess thereof. The ~~Seller~~ Depositor and the Trustee are hereby authorized to execute and deliver the Representation Letter with the ~~Depository~~Depository in the form provided to the Trustee by the Depositor. With respect to the Class A Certificates registered in the Register in the name of Cede & Co., as nominee of the Depository, the ~~Seller~~Depositor, the Master Servicer, the ~~Transferor~~ Seller, the Sponsor and the Trustee shall have no responsibility or obligation to ~~the Depository's "~~Direct ~~Participants"~~ or "Indirect ~~Participants"~~ Participants or beneficial owners for which the Depository holds Class A Certificates from time to time as a Depository. Without limiting the immediately preceding sentence, the ~~Seller~~Depositor, the Master Servicer, the ~~Transferor~~ Seller, the Sponsor and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Class A Certificates, (ii) the delivery to any Direct or Indirect Participant or any other Person, other than a registered Owner of a Class A Certificate as shown in the Register, of any notice with respect to the Class A Certificates or (iii) the payment ~~to, or withholding with respect to,~~ to any Direct or Indirect Participant or any other Person, other than a registered Owner of a Class A Certificate as shown in the Register, of any amount with respect to any distribution of principal or interest on the Class A Certificates. No Person other than a registered Owner of a Class A Certificate as shown in the Register shall receive a certificate evidencing such Class A Certificate. The Certificate Issuer shall have no responsibility for or obligation with respect to the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Class A Certificates. Upon delivery by the Depository to the Trustee of written notice to the effect that the Depository has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions hereof with respect to the payment of interest by the mailing of checks or drafts to the registered Owners of Class A Certificates appearing as registered Owners in the registration books maintained by the Trustee at the close of business on a Record Date, the name "Cede & Co." in this Agreement shall refer to such new nominee of the Depository. (h) In the event that (i) the Depository or the Seller advises the Trustee in writing that the Depository is no longer willing or able to discharge properly its responsibilities as nominee and depository with respect to the Class A Certificates and the Seller or the Trustee is unable to locate a qualified ~~successor,~~ successor or (ii) the Seller at its sole option elects to terminate the book-entry system through the Depository or (iii) after an Event of Default, Owners of Certificates evidencing at least 51% Percentage Interests of any Class affected thereby notify the Seller that the continuation of a book-entry system is not in the best interests of such Class of OwnersDepository, the Class A Certificates ~~or any Class, as applicable,~~ shall no longer be restricted to being registered in the Register in the name of Cede & Co. (or a successor nominee) as nominee of the Depository. At that time, the Seller may determine that the Class A Certificates shall be registered in the name of and deposited with a successor depository operating a global book-entry system, as may be acceptable to the Seller and at the Seller's expense, or such depository's agent or designee but, if the Seller does not select such alternative global book-entry system, then ~~the Trustee shall notify the Owners of the Class A Certificates in writing of the termination of the book-entry system and~~ the Class A Certificates may be registered in whatever name or names registered Owners of Class A Certificates transferring Class A Certificates shall designate, in accordance with the provisions hereof. (i) Notwithstanding any other provision of this Agreement to the contrary, so long as any Class A Certificate is registered in the name of Cede & Co., as nominee of the Depository, all distributions of principal or interest on such Class A Certificates and all notices with respect to such Class A Certificates shall be made and given, respectively, in the manner provided in the Representation Letter.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (DLJ Mortgage Acceptance Corp)

Registration and Transfer of Certificates. (a) The ~~Trustee~~ Trustee, as registrar, shall cause to be kept a register (the "Register") in which, subject to such reasonable regulations as it may prescribe, the Trustee shall provide for the registration of Certificates and the registration of transfer of Certificates. The Trustee is hereby appointed registrar (the "Registrar") for the purpose of registering Certificates and transfers of Certificates as herein provided. The Owners and the Certificate Insurer shall have the right to inspect the Register during business hours upon reasonable notice (but no less than 2 Business Days) and to obtain copies thereof. (b) Subject to the provisions of Section 5.8 ~~hereof with respect to the Unregistered Certificates~~hereof, upon surrender for registration of transfer of any Certificate at the office designated as the location of the Register, the Trustee shall ~~execute and~~ execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of a like Class and in the aggregate principal ~~or notional~~ amount of the Certificate so surrendered. (c) At the option of any Owner, Certificates of any Class owned by such Owner may be exchanged for other Certificates authorized of like Class, ~~tenor and a like~~ tenor, aggregate original principal ~~or notional~~ amount and bearing numbers not contemporaneously outstanding, upon surrender of the Certificates to be exchanged at the office designated as the location of the Register. Whenever any Certificate is so surrendered for exchange, the Trustee shall ~~execute and~~ execute, authenticate and deliver the Certificate or Certificates which the Owner making the exchange is entitled to receive. (d) All Certificates issued upon any registration of transfer or exchange of Certificates shall be valid evidence of the same ownership interests in the Trust and entitled to the same benefits under this Agreement as the Certificates surrendered upon such registration of transfer or exchange. (e) Every Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee duly executed by the Owner thereof or his attorney duly authorized in writing. (f) No service charge shall be made to an Owner for any registration of transfer or exchange of Certificates, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Certificates; any other expenses in connection with such transfer or exchange shall be an expense of the Trust. (g) It is intended that the Class A Certificates be registered so as to participate in a global book-entry system with the Depository, as set forth herein. Each Class of Class A Certificates ~~shall~~ shall, except as otherwise provided in the next paragraph, be initially issued in the form of a single fully registered Class A Certificate ~~of the related Class~~ with a denomination equal to the ~~original principal balance~~ Original Certificate Principal Balance of ~~the related~~ such Class. Upon initial issuance, the ownership of each such Class A ~~Certificates~~ Certificate shall be registered in the Register in the name of Cede & Co., or any successor thereto, as nominee for the Depository. ~~The minimum denominations~~ On the Startup Day, no Class A Certificates shall be issued in denominations of less than $~~1,000~~ 25,000 except for ~~any~~ one Certificate of each Class ~~A Certificate,~~ which may be in a denomination of less than $~~100,000 for any Class B Certificate, and 10% Percentage Interest for any Residual Certificate~~1,000; accordingly the Trust shall not issue tail certificates on the Startup Day. The Seller and the Trustee are hereby authorized to execute and deliver the Representation Letter with the Depository. With respect to Class A Certificates registered in the Register in the name of Cede & Co., as nominee of the Depository, the Seller, the ~~Master~~ Servicer, the ~~Transferor~~ Master Servicer and the Trustee shall have no responsibility or obligation to ~~the Depository's "~~Direct ~~Participants"~~ or "Indirect ~~Participants"~~ Participants or beneficial owners for which the Depository holds Class A Certificates from time to time as a Depository. Without limiting the immediately preceding sentence, the Seller, the ~~Master~~ Servicer, the ~~Transferor~~ Master Servicer and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Class A Certificates, (ii) the delivery to any Direct or Indirect Participant or any other Person, other than a registered Owner of a Class A Certificate as shown in the Register, of any notice with respect to the Class A Certificates or (iii) the payment ~~to, or withholding with respect to,~~ to any Direct or Indirect Participant or any other Person, other than a registered Owner of a Class A Certificate as shown in the Register, of any amount with respect to any distribution of principal or interest on the Class A Certificates. No Person other than a registered Owner of a Class A Certificate as shown in the Register shall receive a certificate evidencing such Class A Certificate. The Certificate Issuer shall have no responsibility for or obligation with respect to the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Class A Certificates. Upon delivery by the Depository to the Trustee of written notice to the effect that the Depository has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions hereof with respect to the payment of interest by the mailing of checks or drafts to the registered Owners of Class A Certificates appearing as registered Owners in the registration books maintained by the Trustee at the close of business on a Record Date, the name "Cede & Co." in this Agreement shall refer to such new nominee of the Depository. (h) In the event that (i) the Depository or the Seller advises the Trustee and the Certificate Insurer in writing that the Depository is no longer willing or able to discharge properly its responsibilities as nominee and depository with respect to the Class A Certificates and the Seller or the Trustee is unable to locate a qualified ~~successor,~~ successor or (ii) the Seller at its sole option elects to terminate the book-entry system through the Depository or (iii) after an Event of Default, Owners of Certificates evidencing at least 51% Percentage Interests of any Class affected thereby notify the Seller that the continuation of a book-entry system is not in the best interests of such Class of OwnersDepository, the Class A Certificates ~~or any Class, as applicable,~~ shall no longer be restricted to being registered in the Register in the name of Cede & Co. (or a successor nominee) as nominee of the Depository. At that time, the Seller may determine that the Class A Certificates shall be registered in the name of and deposited with a successor depository operating a global book-entry system, as may be acceptable to the Seller and at the Seller's expense, or such depository's agent or designee but, if the Seller does not select such alternative global book-entry system, then ~~the Trustee shall notify the Owners of the Class A Certificates in writing of the termination of the book-entry system and~~ the Class A Certificates may be registered in whatever name or names registered Owners of Class A Certificates transferring Class A Certificates shall designate, in accordance with the provisions hereof. (i) Notwithstanding any other provision of this Agreement to the contrary, so long as any Class A Certificate is registered in the name of Cede & Co., as nominee of the Depository, all distributions of principal or interest on such Class A Certificates and all notices with respect to such Class A Certificates shall be made and given, respectively, in the manner provided in the Representation Letter.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (First Alliance Mortgage Loan Trust 1998-4)

Registration and Transfer of Certificates. (a) The ~~Trustee~~ Trustee, as registrar, shall cause to be kept a register (the "Register") in which, subject to such reasonable regulations as it may prescribe, the Trustee shall provide for the registration of Certificates and the Originator Certificate and the registration of transfer of ~~Certificates~~Certificates and the Originator Certificate. The Trustee is hereby appointed registrar for the purpose of registering Certificates and the Originator Certificate and transfers of Certificates and the Originator Certificate as herein provided. The Owners and the holder of the Originator Certificate shall have the right to inspect the Register at all reasonable times and to obtain copies thereof. (b) Subject to the provisions of Section 5.8 ~~hereof with respect to the Unregistered Certificates~~hereof, upon surrender for registration of transfer of any Certificate or the Originator Certificate at the office designated as the location of the Register, the Trustee shall ~~execute and~~ execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of a like Class and in the aggregate principal ~~or notional~~ amount of the Certificate so ~~surrendered~~surrendered or a new Originator Certificate. (c) At the option of any Owner, Certificates of any Class owned by such Owner may be exchanged for other Certificates authorized of like Class, tenor and a like aggregate original principal ~~or notional~~ amount and bearing numbers not contemporaneously outstanding, upon surrender of the Certificates to be exchanged at the office designated as the location of the Register. Whenever any Certificate is so surrendered for exchange, the Trustee shall ~~execute and~~ execute, authenticate and deliver the Certificate or Certificates which the Owner making the exchange is entitled to receive. (d) All Certificates issued upon any registration of transfer or exchange of Certificates or the Originator Certificate shall be valid evidence of the same ownership interests in the Trust and entitled to the same benefits under this Agreement as the Certificates or the Originator Certificate surrendered upon such registration of transfer or exchange. (e) Every Certificate and any Originator Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee duly executed by by, in the case of each Certificate, the Owner thereof, and, in the case of the Originator Certificate, the holder thereof or or, in any case, his attorney duly authorized in writing. (f) No service charge shall be made to an Owner or to the holder of the Originator Certificate for any registration of transfer or exchange of ~~Certificates~~Certificates or the Originator Certificate, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of ~~Certificates~~Certificates or the Originator Certificate; any other expenses in connection with such transfer or exchange shall be an expense of the Trust. (g) It is intended that the Class A Certificates be registered so as to participate in a global book-entry system with the Depository, as set forth herein. Each Class of Class A Certificates ~~shall~~ shall, except as otherwise provided in the next paragraph, be initially issued in the form of a single fully registered Class A Certificate ~~of the related Class~~ with a denomination equal to the ~~original principal balance of the related Class~~Initial Cut-Off Date Pool Balance. Upon initial issuance, the ownership of each such Class A ~~Certificates~~ Certificate shall be registered in the Register in the name of Cede & Co., or any successor thereto, as nominee for the Depository. The ~~minimum denominations shall be $1,000 for any Class A Certificate, $100,000 for any Class B Certificate, and 10% Percentage Interest for any Residual Certificate. The Seller~~ Sponsor and the Trustee are hereby authorized to execute and deliver the Representation Letter with the Depository. With respect to Class A Certificates registered in the Register in the name of Cede & Co., as nominee of the Depository, the ~~Seller~~Originator, the Sponsor, the Master ~~Servicer, the Transferor~~ Servicer and the Trustee shall have no responsibility or obligation to ~~the Depository's "~~Direct ~~Participants"~~ or "Indirect ~~Participants"~~ Participants or beneficial owners for which the Depository holds Class A Certificates from time to time as a Depository. Without limiting the immediately preceding sentence, the ~~Seller~~Originator, the Sponsor, the Master ~~Servicer, the Transferor~~ Servicer and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Class A Certificates, (ii) the delivery to any Direct or Indirect Participant or any other Person, other than a registered Owner of a Class A Certificate as shown in the Register, of any notice with respect to the Class A Certificates or (iii) the payment ~~to, or withholding with respect to,~~ to any Direct or Indirect Participant or any other Person, other than a registered Owner of a Class A Certificate as shown in the Register, of any amount with respect to any distribution of principal or interest on the Class A Certificates. No Person other than a registered Owner of a Class A Certificate as shown in the Register shall receive a certificate evidencing such Class A Certificate. The Certificate Issuer shall have no responsibility for or obligation with respect to the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Class A Certificates. Upon delivery by the Depository to the Trustee of written notice to the effect that the Depository has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions hereof with respect to the payment of interest by the mailing of checks or drafts to the registered Owners of Class A Certificates appearing as registered Owners in the registration books maintained by the Trustee at the close of business on a Record Date, the name "Cede & Co." in this Agreement shall refer to such new nominee of the Depository. (h) In the event that (i) the Depository or the ~~Seller~~ Sponsor advises the Trustee in writing that the Depository is no longer willing or able to discharge properly its responsibilities as nominee and depository with respect to the Class A Certificates and the ~~Seller~~ Sponsor or the Trustee is unable to locate a qualified ~~successor,~~ successor or (ii) the ~~Seller~~ Sponsor at its sole option elects to terminate the book-entry system through the Depository or (iii) after an Event of Default, Owners of Certificates evidencing at least 51% Percentage Interests of any Class affected thereby notify the Seller that the continuation of a book-entry system is not in the best interests of such Class of OwnersDepository, the Class A Certificates ~~or any Class, as applicable,~~ shall no longer be restricted to being registered in the Register in the name of Cede & Co. (or a successor nominee) as nominee of the Depository. At that time, the Sponsor may determine that the Class A Certificates shall be registered in the name of and deposited with a successor depository operating a global book-entry system, as may be acceptable to the ~~Seller~~Sponsor, or such 62 depository's agent or designee but, if the ~~Seller~~ Sponsor does not select such alternative global book-entry system, then ~~the Trustee shall notify the Owners of the Class A Certificates in writing of the termination of the book-entry system and~~ the Class A Certificates may be registered in whatever name or names registered Owners of Class A Certificates transferring Class A Certificates shall designate, in accordance with the provisions hereof. (i) Notwithstanding any other provision of this Agreement to the contrary, so long as any Class A Certificate is registered in the name of Cede & Co., as nominee of the Depository, all distributions of principal or interest on such Class A Certificates as the case may be and all notices with respect to such Class A Certificates as the case may be shall be made and given, respectively, in the manner provided in the Representation Letter.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Advanta Revolving Home Equity Loan Trust 1996-A)

Registration and Transfer of Certificates. (a) The Trustee shall cause to be kept a register (the "Register") in which, subject to such reasonable regulations as it may prescribe, the Trustee shall provide for the registration of Certificates and the registration of transfer or exchange of Certificates. The Trustee is hereby initially appointed Registrar for the purpose of registering Certificates and transfers or exchanges of Certificates as herein provided. The Certificateholders and the Trustee shall have the right to inspect the Register during the Trustee's normal hours and to obtain copies thereof, and the Trustee shall have the right to rely upon a certificate executed on behalf of the Registrar by an Authorized Officer thereof as to the names and addresses of the Certificateholders of the Certificates and the principal amounts and numbers of such Certificates. If a Person other than the Trustee is appointed as Registrar by the Certificateholders of a majority of the aggregate Percentage Interests represented by the Offered Certificates then Outstanding, or if there are no longer any Offered Certificates then Outstanding, by such majority of the Percentage Interests represented by the Residual Certificates, the Trustee will give the Certificateholders prompt written notice of the appointment of such Registrar and of the location, and any change in the location, of the Register. In connection with any such appointment the annual fees of the entity then serving as Trustee and Registrar shall thenceforth be reduced by the amount to be agreed upon by the Trustee and the Servicer at such time and the reasonable fees of the Registrar shall be paid, but only to the extent of the amount by which the Trustee Fee shall have been correspondingly reduced, as expenses of the Trust Fund, pursuant to Section 7.05 hereof. (b) Subject to the provisions of Section ~~5.8 hereof with respect to the Unregistered Certificates~~5.08 hereof, upon surrender for registration of transfer of any Certificate at the office designated as the ~~location~~ Corporate Trust Office, upon the direction of the ~~Register,~~ Registrar the Trustee shall execute and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of a like Class and in the aggregate ~~principal or notional amount~~ Certificate Principal Balance and Percentage Interest of the Certificate so surrendered. (c) At the option of any ~~Owner~~Certificateholder, Certificates of any Class owned by such ~~Owner~~ Certificateholder may be exchanged for other Certificates authorized of like ~~Class,~~ Class and tenor and a like aggregate ~~original principal or notional amount~~ Certificate Principal Balance and Percentage Interest and bearing numbers not contemporaneously outstanding, upon surrender of the Certificates to be exchanged at the ~~office designated as the location of the Register~~Corporate Trust Office. Whenever any Certificate is so surrendered for exchange, upon the direction of the Registrar, the Trustee shall ~~execute and~~ execute, authenticate and deliver the Certificate or Certificates which the ~~Owner~~ Certificateholder making the exchange is entitled to receive. (d) All Certificates issued upon any registration of transfer or exchange of Certificates shall be valid evidence of the same ownership interests in the Trust Fund and entitled to the same benefits under this Agreement as the Certificates surrendered upon such registration of transfer or exchange. (e) Every Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the ~~Trustee~~ Registrar duly executed by the ~~Owner~~ Certificateholder thereof or his attorney duly authorized in writing. (f) No service charge shall be made to ~~an Owner~~ a Certificateholder for any registration of transfer or exchange of Certificates, but the Registrar or Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Certificates~~; any other expenses in connection with such transfer or exchange shall be an expense of the Trust~~. (g) It is intended that the ~~Class A~~ Offered Certificates be registered so as to participate in a global book-entry system with the Depository, as set forth herein. Each Class of ~~Class A~~ Offered Certificates ~~shall~~ shall, except as otherwise provided in Subsection (h), be initially issued in the form of ~~a single~~ one or more fully registered ~~Class A Certificate~~ Certificates of ~~the related Class with a denomination equal to the original principal balance of the related~~ such Class. Upon initial issuance, the ownership of each such ~~Class A Certificates~~ Certificate shall be registered in the Register in the name of Cede & Co., or any successor thereto, as nominee for the Depository. ~~The minimum denominations~~ On the Startup Day, the Class A Certificates shall be issued in denominations of no less than $1,000 ~~for any~~ and integral multiples of $1 in excess thereof. On the Startup Day, the Class ~~A Certificate~~M-1, ~~$100,000 for any~~ Class M-2, Class B ~~Certificate,~~ Certificates and ~~10% Percentage Interest for any Residual Certificate~~Class C Certificates shall be issued in denominations of no less than $25,000 and integral multiples of $1 in excess thereof. The ~~Seller~~ Depositor and the Trustee are hereby authorized to execute and deliver the Representation Letter with the Depository. With respect to ~~Class A~~ the Offered Certificates registered in the Register in the name of Cede & Co., as nominee of the Depository, the ~~Seller~~Depositor, the ~~Master~~ Servicer, the ~~Transferor~~ Seller and the Trustee shall have no responsibility or obligation to ~~the Depository's "~~Direct ~~Participants"~~ or "Indirect ~~Participants"~~ Participants or beneficial owners for which the Depository holds ~~Class A~~ Offered Certificates from time to time as a Depository. Without limiting the immediately preceding sentence, the ~~Seller~~Depositor, the ~~Master~~ Servicer, the ~~Transferor~~ Seller and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the ~~Class A~~ Offered Certificates, (ii) the delivery to any Direct or Indirect Participant or any other Person, other than a registered ~~Owner~~ Certificateholder of ~~a Class A~~ an Offered Certificate as shown in the Register, of any notice with respect to the ~~Class A~~ Offered Certificates or (iii) the payment ~~to, or withholding with respect to,~~ to any Direct or Indirect Participant or any other Person, other than a registered ~~Owner~~ Certificateholder of ~~a Class A~~ an Offered Certificate as shown in the Register, of any amount with respect to any distribution of principal or interest on the ~~Class A~~ Offered Certificates. No Person other than a registered ~~Owner~~ Certificateholder of ~~a Class A~~ an Offered Certificate as shown in the Register shall receive a certificate evidencing such ~~Class A~~ Offered Certificate. The Certificate Issuer shall have no responsibility for or obligation with respect to the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Class A Certificates. Upon delivery by the Depository to the Trustee of written notice to the effect that the Depository has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions hereof ~~with respect~~ requiring distributions to ~~the payment of interest by the mailing of checks or drafts~~ be made only to ~~the~~ registered ~~Owners of Class A Certificates~~ Certificateholders appearing as ~~registered Owners~~ such in the registration books maintained by the Trustee at the close of business on a Record Date, the name "Cede & Co." in this Agreement shall refer to such new nominee of the Depository. (h) In the event that (i) the Depository or the ~~Seller~~ Depositor advises the Trustee in writing that the Depository is no longer willing or able to discharge properly its responsibilities as nominee and depository with respect to the ~~Class A~~ Offered Certificates and the ~~Seller~~ Depositor or the Trustee is unable to locate a qualified ~~successor,~~ successor or (ii) the ~~Seller~~ Depositor at its sole option elects to terminate the book-entry system through the Depository or (iii) after an Event of Default, Owners of Certificates evidencing at least 51% Percentage Interests of any Class affected thereby notify the Seller that the continuation of a book-entry system is not in the best interests of such Class of OwnersDepository, the ~~Class A~~ Offered Certificates ~~or any Class, as applicable,~~ shall no longer be restricted to being registered in the Register in the name of Cede & Co. (or a successor nominee) as nominee of the Depository. At that time, the ~~Class A~~ Depositor may determine that the Offered Certificates shall be registered in the name of and deposited with a successor depository operating a global book-entry system, as may be acceptable to the ~~Seller~~Depositor and at the Depositor's expense, or such depository's agent or ~~designee but, if~~ designee. If the ~~Seller~~ Depositor does not select such alternative global book-entry system, then the ~~Trustee shall notify the Owners of the Class A Certificates in writing of the termination of the book-entry system and the Class A~~ Offered Certificates may be registered in ~~whatever~~ such name or names registered ~~Owners~~ Certificateholders of ~~Class A~~ Offered Certificates transferring ~~Class A~~ the Offered Certificates shall designate, in accordance with the provisions hereof. (i) Notwithstanding any other provision of this Agreement to the contrary, so long as any ~~Class A Certificate~~ of the Offered Certificates is registered in the name of Cede & Co., as nominee of the Depository, all distributions of principal or interest on such ~~Class A~~ Offered Certificates and all notices with respect to such ~~Class A~~ Offered Certificates shall be made and given, respectively, in the manner provided in the Representation Letter.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Credit Suisse First Boston Mortgage Securities Corp)

Registration and Transfer of Certificates. (a) The Trustee shall cause to be kept a register (the "Register") in which, subject to such reasonable regulations as it may prescribe, the Trustee shall provide for the registration of Certificates and the registration of transfer of Certificates. The Trustee is hereby initially appointed Registrar for the purpose of registering Certificates and transfers of Certificates as herein provided. The Depositor, the Owners and the Trustee shall have the right to inspect the Register upon reasonable notice during the Trustee’s normal hours and to obtain copies thereof, and the Trustee shall have the right to rely upon a certificate executed on behalf of the Registrar by an Authorized Officer thereof as to the names and addresses of the Owners of the Certificates and the principal amounts and numbers of such Certificates. If a Person other than the Trustee is appointed as Registrar by the Owners of a majority of the aggregate Voting Rights represented by the Certificates then Outstanding, such Owners shall give the Trustee and the Owners prompt written notice of the appointment of such Registrar and of the location, and any change in the location, of the Register. In connection with any such appointment the reasonable fees of the Registrar shall be paid, as expenses of the Trust, pursuant to Section 7.06 hereof . (b) Subject to the provisions of Section ~~5.8 hereof with respect to the Unregistered Certificates~~5.08 hereof, upon surrender for registration of transfer of any Certificate at the office designated as the location of the Register, upon the direction of the Registrar, the Trustee shall ~~execute and~~ execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of a like Class and in the aggregate outstanding principal amount or ~~notional amount~~ Percentage Interest of the Certificate so surrendered. (c) At the option of any Owner, Certificates of any Class owned by such Owner may be exchanged for other Certificates authorized of like ~~Class,~~ Class and tenor and a like aggregate ~~original~~ outstanding principal amount or ~~notional amount~~ Percentage Interest and bearing numbers not contemporaneously outstanding, upon surrender of the Certificates to be exchanged at the office designated as the location of the Register. Whenever any Certificate is so surrendered for exchange, upon the direction of the Registrar, the Trustee shall ~~execute and~~ execute, authenticate and deliver the Certificate or Certificates which the Owner making the exchange is entitled to receive. (d) All Certificates issued upon any registration of transfer or exchange of Certificates shall be valid evidence of the same ownership interests in the Trust and entitled to the same benefits under this Agreement as the Certificates surrendered upon such registration of transfer or exchange. (e) Every Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee duly executed by the Owner thereof or his attorney duly authorized in writing. (f) No service charge shall be made to an Owner for any registration of transfer or exchange of Certificates, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Certificates; any other expenses in connection with such transfer or exchange shall be an expense of the Trust. (g) It is intended that the Class A Certificates be registered so as to participate in a global book-entry system with the Depository, as set forth herein. Each Class of Class A Certificates shall be initially issued in the form of a single fully registered Class A Certificate of the related Class with a denomination equal to the original principal balance of the related Class. Upon initial issuance, the ownership of such Class A Certificates shall be registered in the Register in the name of Cede & Co., or any successor thereto, as nominee for the Depository. The minimum denominations shall be $1,000 for any Class A Certificate, $100,000 for any Class B Certificate, and 10% Percentage Interest for any Residual Certificate. The Seller and the Trustee are hereby authorized to execute and deliver the Representation Letter with the Depository. With respect to Class A Certificates registered in the Register in the name of Cede & Co., as nominee of the Depository, the Seller, the Master Servicer, the Transferor and the Trustee shall have no responsibility or obligation to the Depository's "Direct Participants" or "Indirect Participants" or beneficial owners for which the Depository holds Class A Certificates from time to time as a Depository. Without limiting the immediately preceding sentence, the Seller, the Master Servicer, the Transferor and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Class A Certificates, (ii) the delivery to any Direct or Indirect Participant or any other Person, other than a registered Owner of a Class A Certificate as shown in the Register, of any notice with respect to the Class A Certificates or (iii) the payment to, or withholding with respect to, any Direct or Indirect Participant or any other Person, other than a registered Owner of a Class A Certificate as shown in the Register, of any amount with respect to any distribution of principal or interest on the Class A Certificates. No Person other than a registered Owner of a Class A Certificate as shown in the Register shall receive a certificate evidencing such Class A Certificate. The Certificate Issuer shall have no responsibility for or obligation with respect to the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Class A Certificates. Upon delivery by the Depository to the Trustee of written notice to the effect that the Depository has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions hereof with respect to the payment of interest by the mailing of checks or drafts to the registered Owners of Class A Certificates appearing as registered Owners in the registration books maintained by the Trustee at the close of business on a Record Date, the name "Cede & Co." in this Agreement shall refer to such new nominee of the Depository. (h) In the event that (i) the Depository or the Seller advises the Trustee in writing that the Depository is no longer willing or able to discharge properly its responsibilities as nominee and depository with respect to the Class A Certificates and the Seller is unable to locate a qualified successor, (ii) the Seller at its sole option elects to terminate the book-entry system through the Depository or (iii) after an Event of Default, Owners of Certificates evidencing at least 51% Percentage Interests of any Class affected thereby notify the Seller that the continuation of a book-entry system is not in the best interests of such Class of Owners, the Class A Certificates or any Class, as applicable, shall no longer be restricted to being registered in the Register in the name of Cede & Co. (or a successor nominee) as nominee of the Depository. At that time, the Class A Certificates shall be registered in the name of and deposited with a successor depository operating a global book-entry system, as may be acceptable to the Seller, or such depository's agent or designee but, if the Seller does not select such alternative global book-entry system, then the Trustee shall notify the Owners of the Class A Certificates in writing of the termination of the book-entry system and the Class A Certificates may be registered in whatever name or names registered Owners of Class A Certificates transferring Class A Certificates shall designate, in accordance with the provisions hereof. (i) Notwithstanding any other provision of this Agreement to the contrary, so long as any Class A Certificate is registered in the name of Cede & Co., as nominee of the Depository, all distributions of principal or interest on such Class A Certificates and all notices with respect to such Class A Certificates shall be made and given, respectively, in the manner provided in the Representation Letter.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Chec Funding LLC)

Registration and Transfer of Certificates. (a) The Trustee shall cause to be kept a register (the "“Register"”) in which, subject to such reasonable regulations as it may prescribe, the Trustee shall provide for the registration of Certificates and the registration of transfer of Certificates. The Trustee is hereby initially appointed Registrar for the purpose of registering Certificates and transfers of Certificates as herein provided. The Depositor, the Owners and the Trustee shall have the right to inspect the Register upon reasonable notice during the Trustee’s normal hours and to obtain copies thereof, and the Trustee shall have the right to rely upon a certificate executed on behalf of the Registrar by an Authorized Officer thereof as to the names and addresses of the Owners of the Certificates and the principal amounts and numbers of such Certificates. If a Person other than the Trustee is appointed as Registrar by the Owners of a majority of the aggregate Voting Rights represented by the Certificates then Outstanding, such Owners shall give the Trustee and the Owners prompt written notice of the appointment of such Registrar and of the location, and any change in the location, of the Register. In connection with any such appointment the reasonable fees of the Registrar shall be paid, as expenses of the Trust, pursuant to Section 7.06 hereof. (b) Subject to the provisions of Section ~~5.8 hereof with respect to the Unregistered Certificates~~5.08 hereof, upon surrender for registration of transfer of any Certificate at the office designated as the location of the Register, upon the direction of the Registrar, the Trustee shall ~~execute and~~ execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of a like Class and in the aggregate outstanding principal amount or ~~notional amount~~ Percentage Interest of the Certificate so surrendered. (c) At the option of any Owner, Certificates of any Class owned by such Owner may be exchanged for other Certificates authorized of like ~~Class,~~ Class and tenor and a like aggregate ~~original~~ outstanding principal amount or ~~notional amount~~ Percentage Interest and bearing numbers not contemporaneously outstanding, upon surrender of the Certificates to be exchanged at the office designated as the location of the Register. Whenever any Certificate is so surrendered for exchange, upon the direction of the Registrar, the Trustee shall ~~execute and~~ execute, authenticate and deliver the Certificate or Certificates which the Owner making the exchange is entitled to receive. (d) All Certificates issued upon any registration of transfer or exchange of Certificates shall be valid evidence of the same ownership interests in the Trust and entitled to the same benefits under this Agreement as the Certificates surrendered upon such registration of transfer or exchange. (e) Every Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee duly executed by the Owner thereof or his attorney duly authorized in writing. (f) No service charge shall be made to an Owner for any registration of transfer or exchange of Certificates, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Certificates; any other expenses in connection with such transfer or exchange shall be an expense of the Trust. (g) It is intended that the Class A Certificates be registered so as to participate in a global book-entry system with the Depository, as set forth herein. Each Class of Class A Certificates shall be initially issued in the form of a single fully registered Class A Certificate of the related Class with a denomination equal to the original principal balance of the related Class. Upon initial issuance, the ownership of such Class A Certificates shall be registered in the Register in the name of Cede & Co., or any successor thereto, as nominee for the Depository. The minimum denominations shall be $1,000 for any Class A Certificate, $100,000 for any Class B Certificate, and 10% Percentage Interest for any Residual Certificate. The Seller and the Trustee are hereby authorized to execute and deliver the Representation Letter with the Depository. With respect to Class A Certificates registered in the Register in the name of Cede & Co., as nominee of the Depository, the Seller, the Master Servicer, the Transferor and the Trustee shall have no responsibility or obligation to the Depository's "Direct Participants" or "Indirect Participants" or beneficial owners for which the Depository holds Class A Certificates from time to time as a Depository. Without limiting the immediately preceding sentence, the Seller, the Master Servicer, the Transferor and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Class A Certificates, (ii) the delivery to any Direct or Indirect Participant or any other Person, other than a registered Owner of a Class A Certificate as shown in the Register, of any notice with respect to the Class A Certificates or (iii) the payment to, or withholding with respect to, any Direct or Indirect Participant or any other Person, other than a registered Owner of a Class A Certificate as shown in the Register, of any amount with respect to any distribution of principal or interest on the Class A Certificates. No Person other than a registered Owner of a Class A Certificate as shown in the Register shall receive a certificate evidencing such Class A Certificate. The Certificate Issuer shall have no responsibility for or obligation with respect to the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Class A Certificates. Upon delivery by the Depository to the Trustee of written notice to the effect that the Depository has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions hereof with respect to the payment of interest by the mailing of checks or drafts to the registered Owners of Class A Certificates appearing as registered Owners in the registration books maintained by the Trustee at the close of business on a Record Date, the name "Cede & Co." in this Agreement shall refer to such new nominee of the Depository. (h) In the event that (i) the Depository or the Seller advises the Trustee in writing that the Depository is no longer willing or able to discharge properly its responsibilities as nominee and depository with respect to the Class A Certificates and the Seller is unable to locate a qualified successor, (ii) the Seller at its sole option elects to terminate the book-entry system through the Depository or (iii) after an Event of Default, Owners of Certificates evidencing at least 51% Percentage Interests of any Class affected thereby notify the Seller that the continuation of a book-entry system is not in the best interests of such Class of Owners, the Class A Certificates or any Class, as applicable, shall no longer be restricted to being registered in the Register in the name of Cede & Co. (or a successor nominee) as nominee of the Depository. At that time, the Class A Certificates shall be registered in the name of and deposited with a successor depository operating a global book-entry system, as may be acceptable to the Seller, or such depository's agent or designee but, if the Seller does not select such alternative global book-entry system, then the Trustee shall notify the Owners of the Class A Certificates in writing of the termination of the book-entry system and the Class A Certificates may be registered in whatever name or names registered Owners of Class A Certificates transferring Class A Certificates shall designate, in accordance with the provisions hereof. (i) Notwithstanding any other provision of this Agreement to the contrary, so long as any Class A Certificate is registered in the name of Cede & Co., as nominee of the Depository, all distributions of principal or interest on such Class A Certificates and all notices with respect to such Class A Certificates shall be made and given, respectively, in the manner provided in the Representation Letter.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Centex Home Equity Loan Trust 2006-A)

Registration and Transfer of Certificates. (a) The Trustee shall cause to be kept a register (the "Register") in which, subject to such reasonable regulations as it may prescribe, the Trustee shall provide for the registration of Certificates and the registration of transfer of Certificates. The Trustee is hereby initially appointed Registrar for the purpose of registering Certificates and transfers of Certificates as herein provided. The Owners, the Certificate Insurer and the Trustee shall have the right to inspect the Register during the Trustee's normal hours and to obtain copies thereof, and the Trustee shall have the right to rely upon a certificate executed on behalf of the Registrar by an Authorized Officer thereof as to the names and addresses of the Owners of the Certificates and the principal amounts and numbers of such Certificates. If a Person other than the Trustee is appointed as Registrar by the Owners of a majority of the aggregate Percentage Interests represented by the Class A Trust Certificates and the Class B Certificates then Outstanding with the consent of the Certificate Insurer, or if there are no longer any Class A Trust Certificates or Class B Certificates then Outstanding, by such majority of the Percentage Interests represented by the Class R-I Certificates, the Trustee will give the Owners and the Certificate Insurer prompt written notice of the appointment of such Registrar and of the location, and any change in the location, of the Register. In connection with any such appointment the annual fees of the bank then serving as Trustee and Registrar shall thenceforth be reduced by the amount to be agreed upon by the Trustee and the Depositor at such time and the reasonable fees of the Registrar shall be paid, as expenses of the Trust, pursuant to Section 7.05 hereof. (b) Subject to the provisions of Section ~~5.8 hereof with respect to the Unregistered Certificates~~5.08 hereof, upon surrender for registration of transfer of any Certificate at the office designated as the location of the Register, upon the direction of the Registrar the Trustee shall ~~execute and~~ execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of a like Class and in the aggregate principal amount or ~~notional amount~~ percentage interest of the Certificate so surrendered. (c) At the option of any Owner, Certificates of any Class owned by such Owner may be exchanged for other Certificates authorized of like ~~Class,~~ Class and tenor and a like aggregate original principal amount or ~~notional amount~~ percentage interest and bearing numbers not contemporaneously outstanding, upon surrender of the Certificates to be exchanged at the office designated as the location of the Register. Whenever any Certificate is so surrendered for exchange, upon the direction of the Registrar, the Trustee shall ~~execute and~~ execute, authenticate and deliver the Certificate or Certificates which the Owner making the exchange is entitled to receive. (d) All Certificates issued upon any registration of transfer or exchange of Certificates shall be valid evidence of the same ownership interests in the Trust and entitled to the same benefits under this Agreement as the Certificates surrendered upon such registration of transfer or exchange. (e) Every Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the ~~Trustee~~ Registrar duly executed by the Owner thereof or his attorney duly authorized in writing. (f) No service charge shall be made to an Owner for any registration of transfer or exchange of Certificates, but the Registrar or Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Certificates; any other expenses in connection with such transfer or exchange shall be an expense of the Trust. (g) It is intended that the ~~Class A~~ Offered Certificates be registered so as to participate in a global book-entry system with the Depository, as set forth herein. Each Class of ~~Class A~~ Offered Certificates ~~shall~~ shall, except as otherwise provided in Subsection (h), be initially issued in the form of a single fully registered ~~Class A~~ Certificate of ~~the related Class with a denomination equal to the original principal balance of the related~~ such Class. Upon initial issuance, the ownership of each such ~~Class A Certificates~~ Certificate shall be registered in the Register in the name of Cede & Co., or any successor thereto, as nominee for the Depository. ~~The minimum denominations~~ On the Startup Day, the Offered Certificates (other than the Class A-10 IO Certificates) shall be issued in denominations of no less than $1,000 ~~for any~~ and integral multiples thereof. On the Startup Day, the Class ~~A Certificate,~~ A-10 IO Certificates shall be issued in denominations of no less than $~~100,000 for any~~ 1,000 (based on the Class ~~B Certificate,~~ A-10 IO Notional Principal Amount thereof) and ~~10% Percentage Interest for any Residual Certificate~~integral multiples thereof. The ~~Seller~~ Depositor and the Trustee are hereby authorized to execute and deliver the Representation Letter with the Depository. With respect to ~~Class A~~ the Offered Certificates registered in the Register in the name of Cede & Co., as nominee of the Depository, the ~~Seller~~Depositor, the ~~Master~~ Servicer, the ~~Transferor~~ Sellers, the Certificate Insurer and the Trustee shall have no responsibility or obligation to ~~the Depository's "~~Direct ~~Participants"~~ or "Indirect ~~Participants"~~ Participants or beneficial owners for which the Depository holds ~~Class A~~ Offered Certificates from time to time as a Depository. Without limiting the immediately preceding sentence, the ~~Seller~~Depositor, the ~~Master~~ Servicer, the ~~Transferor~~ Sellers, the Certificate Insurer and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the ~~Class A~~ Offered Certificates, (ii) the delivery to any Direct or Indirect Participant or any other Person, other than a registered Owner of ~~a Class A~~ an Offered Certificate as shown in the Register, of any notice with respect to the ~~Class A~~ Offered Certificates or (iii) the payment ~~to, or withholding with respect to,~~ to any Direct or Indirect Participant or any other Person, other than a registered Owner of a ~~Class A~~ Offered Certificate as shown in the Register, of any amount with respect to any distribution of principal or interest on the ~~Class A~~ Offered Certificates. No Person other than a registered Owner of a ~~Class A~~ Offered Certificate as shown in the Register shall receive a certificate evidencing such ~~Class A~~ Offered Certificate. The Certificate Issuer shall have no responsibility for or obligation with respect to the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Class A Certificates. Upon delivery by the Depository to the Trustee of written notice to the effect that the Depository has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions hereof with respect to the payment of interest by the mailing of checks or drafts to the registered Owners of ~~Class A~~ Offered Certificates appearing as registered Owners in the registration books maintained by the Trustee at the close of business on a Record Date, the name "Cede & Co." in this Agreement shall refer to such new nominee of the Depository. (h) In the event that (i) the Depository or the ~~Seller~~ Depositor advises the Trustee in writing that the Depository is no longer willing or able to discharge properly its responsibilities as nominee and depository with respect to the ~~Class A~~ Offered Certificates and the ~~Seller~~ Depositor or the Trustee is unable to locate a qualified ~~successor,~~ successor or (ii) the ~~Seller~~ Depositor at its sole option elects to terminate the book-entry system through the Depository or (iii) after an Event of Default, Owners of Certificates evidencing at least 51% Percentage Interests of any Class affected thereby notify the Seller that the continuation of a book-entry system is not in the best interests of such Class of OwnersDepository, the ~~Class A~~ Offered Certificates ~~or any Class, as applicable,~~ shall no longer be restricted to being registered in the Register in the name of Cede & Co. (or a successor nominee) as nominee of the Depository. At that time, the ~~Class A~~ Depositor may determine that the Offered Certificates shall be registered in the name of and deposited with a successor depository operating a global book-entry system, as may be acceptable to the ~~Seller~~Depositor and at the Depositor's expense, or such depository's agent or designee but, if the ~~Seller~~ Depositor does not select such alternative global book-entry system, then the ~~Trustee shall notify the Owners of the Class A Certificates in writing of the termination of the book-entry system and the Class A~~ Offered Certificates may be registered in whatever name or names registered Owners of ~~Class A~~ Offered Certificates transferring ~~Class A~~ the Offered Certificates shall designate, in accordance with the provisions hereof. (i) Notwithstanding any other provision of this Agreement to the contrary, so long as any ~~Class A Certificate~~ of the Offered Certificates is registered in the name of Cede & Co., as nominee of the Depository, all distributions of principal or interest on such ~~Class A~~ Offered Certificates and all notices with respect to such ~~Class A~~ Offered Certificates shall be made and given, respectively, in the manner provided in the Representation Letter.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Contisecurities Asset Funding Corp)

Registration and Transfer of Certificates. (a) The ~~Trustee~~ Trustee, as registrar, shall cause to be kept a register (the "Register") in which, subject to such reasonable regulations as it may prescribe, the Trustee shall provide for the registration of Certificates and the registration of transfer of Certificates. The Trustee is hereby appointed registrar for the purpose of registering Certificates and transfers of Certificates as herein provided. The Owners shall have the right to inspect the Register at all reasonable times and to obtain copies thereof. (b) Subject to the provisions of Section 5.8 ~~hereof with respect to the Unregistered Certificates~~hereof, upon surrender for registration of transfer of any Certificate at the office designated as the location of the Register, the Trustee shall ~~execute and~~ execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of a like Class and in the aggregate principal ~~or notional~~ amount of the Certificate so surrendered. (c) At the option of any Owner, Certificates of any Class owned by such Owner may be exchanged for other Certificates authorized of like Class, tenor and a like aggregate original principal ~~or notional~~ amount and bearing numbers not contemporaneously outstanding, upon surrender of the Certificates to be exchanged at the office designated as the location of the Register. Whenever any Certificate is so surrendered for exchange, the Trustee shall ~~execute and~~ execute, authenticate and deliver the Certificate or Certificates which the Owner making the exchange is entitled to receive. (d) All Certificates issued upon any registration of transfer or exchange of Certificates shall be valid evidence of the same ownership interests in the Trust and entitled to the same benefits under this Agreement as the Certificates surrendered upon such registration of transfer or exchange. (e) Every Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee duly executed by the Owner thereof or his attorney duly authorized in writing. (f) No service charge shall be made to an Owner for any registration of transfer or exchange of Certificates, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Certificates; any other expenses in connection with such transfer or exchange shall be an expense of the Trust. (g) It is intended that the Class A Certificates be registered so as to participate in a global book-entry system with the Depository, as set forth herein. Each Class of Class A Certificates ~~shall~~ shall, except as otherwise provided in the next paragraph, be initially issued in the form of a single fully registered Class A Certificate ~~of the related Class~~ with a denomination equal to the ~~original principal balance of the related Class~~Original Aggregate Loan Balance. Upon initial issuance, the ownership of each such Class A ~~Certificates~~ Certificate shall be registered in the Register in the name of Cede & Co., or any successor thereto, as nominee for the Depository. The ~~minimum denominations shall be $1,000 for any Class A Certificate, $100,000 for any Class B Certificate, and 10% Percentage Interest for any Residual Certificate. The Seller~~ Sponsor and the Trustee are hereby authorized to execute and deliver the Representation Letter with the Depository. With respect to Class A Certificates registered in the Register in the name of Cede & Co., as nominee of the Depository, the ~~Seller~~Sponsor, the Master ~~Servicer, the Transferor~~ Servicer and the Trustee shall have no responsibility or obligation to ~~the Depository's "~~Direct ~~Participants"~~ or "Indirect ~~Participants"~~ Participants or beneficial owners for which the Depository holds Class A Certificates from time to time as a Depository. Without limiting the immediately preceding sentence, the ~~Seller~~Sponsor, the Master ~~Servicer, the Transferor~~ Servicer and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Class A Certificates, (ii) the delivery to any Direct or Indirect Participant or any other Person, other than a registered Owner of a Class A Certificate as shown in the Register, of any notice with respect to the Class A Certificates or (iii) the payment ~~to, or withholding with respect to,~~ to any Direct or Indirect Participant or any other Person, other than a registered Owner of a Class A Certificate as shown in the Register, of any amount with respect to any distribution of principal or interest on the Class A Certificates. No Person other than a registered Owner of a Class A Certificate as shown in the Register shall receive a certificate evidencing such Class A Certificate. The Certificate Issuer shall have no responsibility for or obligation with respect to the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Class A Certificates. Upon delivery by the Depository to the Trustee of written notice to the effect that the Depository has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions hereof with respect to the payment of interest by the mailing of checks or drafts to the registered Owners of Class A Certificates appearing as registered Owners in the registration books maintained by the Trustee at the close of business on a Record Date, the name "Cede & Co." in this Agreement shall refer to such new nominee of the Depository. (h) In the event that (i) the Depository or the ~~Seller~~ Sponsor advises the Trustee in writing that the Depository is no longer willing or able to discharge properly its responsibilities as nominee and depository with respect to the Class A Certificates and the ~~Seller~~ Sponsor or the Trustee is unable to locate a qualified ~~successor,~~ successor or (ii) the ~~Seller~~ Sponsor at its sole option elects to terminate the book-entry system through the Depository or (iii) after an Event of Default, Owners of Certificates evidencing at least 51% Percentage Interests of any Class affected thereby notify the Seller that the continuation of a book-entry system is not in the best interests of such Class of OwnersDepository, the Class A Certificates ~~or any Class, as applicable,~~ shall no longer be restricted to being registered in the Register in the name of Cede & Co. (or a successor nominee) as nominee of the Depository. At that time, the Sponsor may determine that the Class A Certificates shall be registered in the name of and deposited with a successor depository operating a global book-entry system, as may be acceptable to the ~~Seller~~Sponsor, or such depository's agent or designee but, if the ~~Seller~~ Sponsor does not select such alternative global book-entry system, then ~~the Trustee shall notify the Owners of the Class A Certificates in writing of the termination of the book-entry system and~~ the Class A Certificates may be registered in whatever name or names registered Owners of Class A Certificates transferring Class A Certificates shall designate, in accordance with the provisions hereof; provided, that the cost of any such re-registration shall be paid by the Sponsor. (i) Notwithstanding any other provision of this Agreement to the contrary, so long as any Class A Certificate is registered in the name of Cede & Co., as nominee of the Depository, all distributions of principal or interest on such Class A Certificates as the case may be and all notices with respect to such Class A Certificates as the case may be shall be made and given, respectively, in the manner provided in the Representation Letter. (j) Neither the Sponsor, the Master Servicer nor the Trustee will have any liability for any actions taken by DTC or its nominee, Euroclear or CEDEL, including, without limitation, actions for any aspect of the records relating to or payments made on account of beneficial ownership interests in the Class A Certificates held by Euroclear, CEDEL or Cede & Co., as nominee for DTC, or for maintaining supervising or reviewing any records relating to such beneficial ownership interests.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Advanta Mortgage Loan Trust 1996-4)

Registration and Transfer of Certificates. (a) The Trustee shall cause to be kept a register (the "Register") in which, subject to such reasonable regulations as it may prescribe, the Trustee shall provide for the registration of Certificates and the registration of transfer of Certificates. The Trustee is hereby initially appointed Registrar for the purpose of registering Certificates and transfers of Certificates as herein provided. The Depositor, the Owners and the Trustee shall have the right to inspect the Register upon reasonable notice during the Trustee's normal hours and to obtain copies thereof, and the Trustee shall have the right to rely upon a certificate executed on behalf of the Registrar by an Authorized Officer thereof as to the names and addresses of the Owners of the Certificates and the principal amounts and numbers of such Certificates. If a Person other than the Trustee is appointed as Registrar by the Owners of a majority of the aggregate Voting Rights represented by the Certificates then Outstanding, such Owners shall give the Trustee and the Owners prompt written notice of the appointment of such Registrar and of the location, and any change in the location, of the Register. In connection with any such appointment the reasonable fees of the Registrar shall be paid, as expenses of the Trust, pursuant to Section 7.06 hereof. (b) Subject to the provisions of Section ~~5.8 hereof with respect to the Unregistered Certificates~~5.08 hereof, upon surrender for registration of transfer of any Certificate at the office designated as the location of the Register, upon the direction of the Registrar, the Trustee shall ~~execute and~~ execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of a like Class and in the aggregate outstanding principal amount or ~~notional amount~~ Percentage Interest of the Certificate so surrendered. (c) At the option of any Owner, Certificates of any Class owned by such Owner may be exchanged for other Certificates authorized of like ~~Class,~~ Class and tenor and a like aggregate ~~original~~ outstanding principal amount or ~~notional amount~~ Percentage Interest and bearing numbers not contemporaneously outstanding, upon surrender of the Certificates to be exchanged at the office designated as the location of the Register. Whenever any Certificate is so surrendered for exchange, upon the direction of the Registrar, the Trustee shall ~~execute and~~ execute, authenticate and deliver the Certificate or Certificates which the Owner making the exchange is entitled to receive. (d) All Certificates issued upon any registration of transfer or exchange of Certificates shall be valid evidence of the same ownership interests in the Trust and entitled to the same benefits under this Agreement as the Certificates surrendered upon such registration of transfer or exchange. (e) Every Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the ~~Trustee~~ Registrar duly executed by the Owner thereof or his attorney duly authorized in writing. (f) No service charge shall be made to an Owner for any registration of transfer or exchange of Certificates, but the Registrar or Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Certificates; any other expenses in connection with such transfer or exchange shall be an expense of the Trust. (g) It is intended that the ~~Class A~~ Offered Certificates be registered so as to participate in a global book-entry system with the Depository, as set forth herein. Each Class of ~~Class A~~ Offered Certificates ~~shall~~ shall, except as otherwise provided in Subsection (h), be initially issued in the form of a single fully registered ~~Class A~~ Offered Certificate of ~~the related Class with a denomination equal to the original principal balance of the related~~ such Class. Upon initial issuance, the ownership of each such ~~Class A Certificates~~ Offered Certificate shall be registered in the Register in the name of Cede & Co., or any successor thereto, as nominee for the Depository. ~~The minimum denominations~~ On the Startup Day, the Offered Certificates shall be issued in denominations of $25,000 and integral multiples of $1,000 ~~for any Class A Certificate, $100,000 for any Class B Certificate, and 10% Percentage Interest for any Residual Certificate~~in excess thereof. The ~~Seller~~ Depositor and the Trustee are hereby authorized to execute and deliver the Representation Letter with the ~~Depository~~Depository in the form provided to the Trustee by the Depositor. With respect to ~~Class A~~ the Offered Certificates registered in the Register in the name of Cede & Co., as nominee of the Depository, the ~~Seller~~Depositor, the ~~Master~~ Servicer, the ~~Transferor~~ Seller and the Trustee shall have no responsibility or obligation to ~~the Depository's "~~Direct ~~Participants"~~ or "Indirect ~~Participants"~~ Participants or beneficial owners for which the Depository holds ~~Class A~~ Offered Certificates from time to time as a Depository. Without limiting the immediately preceding sentence, the ~~Seller~~Depositor, the ~~Master~~ Servicer, the ~~Transferor~~ Sellers and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the ~~Class A~~ Offered Certificates, (ii) the delivery to any Direct or Indirect Participant or any other Person, other than a registered Owner of ~~a Class A~~ an Offered Certificate as shown in the Register, of any notice with respect to the ~~Class A~~ Offered Certificates or (iii) the payment ~~to, or withholding with respect to,~~ to any Direct or Indirect Participant or any other Person, other than a registered Owner of ~~a Class A~~ an Offered Certificate as shown in the Register, of any amount with respect to any distribution of principal or interest on the ~~Class A~~ Offered Certificates. No Person other than a registered Owner of ~~a Class A~~ an Offered Certificate as shown in the Register shall receive a certificate evidencing such ~~Class A~~ Offered Certificate. The Certificate Issuer shall have no responsibility for or obligation with respect to the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Class A Certificates. Upon delivery by the Depository to the Trustee of written notice to the effect that the Depository has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions hereof with respect to the payment of interest by the mailing of checks or drafts to the registered Owners of ~~Class A~~ Offered Certificates appearing as registered Owners in the registration books maintained by the Trustee at the close of business on a Record Date, the name "Cede & Co." in this Agreement shall refer to such new nominee of the Depository. (h) In the event that (i) the Depository or the ~~Seller~~ Depositor advises the Trustee in writing that the Depository is no longer willing or able to discharge properly its responsibilities as nominee and depository with respect to the ~~Class A~~ Offered Certificates and either of CHEC or the ~~Seller~~ Trustee is unable to locate a qualified ~~successor,~~ successor or (ii) the ~~Seller~~ Depositor at its sole option elects to terminate the book-entry system through the Depository or (iii) after ~~an Event~~ the occurrence of ~~Default~~a Servicer Termination Event, ~~Owners~~ the beneficial owners of each Class of Offered Certificates ~~evidencing at least~~ representing Percentage Interests aggregating not less than 51% ~~Percentage Interests~~ of ~~any~~ such Class ~~affected thereby notify~~ advises the ~~Seller~~ Trustee and Depository through the Direct or Indirect Participants in writing that the continuation of a book-entry system through the Depository to the exclusion of definitive, fully registered certificates (the "Definitive Certificates") to Owners is ~~not~~ no longer in the best interests of ~~such Class of~~ the Owners, the ~~Class A~~ Offered Certificates ~~or any Class, as applicable,~~ shall no longer be restricted to being registered in the Register in the name of Cede & Co. (or a successor nominee) as nominee of the Depository. At In the case of (i) and (ii) above, CHEC may determine that ~~time,~~ the ~~Class A~~ Offered Certificates shall be registered in the name of and deposited with a successor depository operating a global book-entry system, as may be acceptable to the ~~Seller~~CHEC and at the expense of CHEC, or such depository's agent or designee but, if ~~the Seller~~ CHEC does not select such alternative global book-entry ~~system, then the Trustee shall notify the Owners of the Class A Certificates in writing of the termination of the book-entry~~ system and in the ~~Class A~~ case of (iii) above, the Offered Certificates may be registered in whatever name or names registered Owners of ~~Class A~~ Offered Certificates transferring ~~Class A~~ Offered Certificates shall designate, in accordance with the provisions hereof. (i) Notwithstanding any other provision of this Agreement to the contrary, so long as any ~~Class A~~ Offered Certificate is registered in the name of Cede & Co., as nominee of the Depository, all distributions of principal or interest on such ~~Class A~~ Offered Certificates and all notices with respect to such ~~Class A~~ Offered Certificates shall be made and given, respectively, in the manner provided in the Representation Letter.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Centex Home Equity Loan Trust 2002-A)

Registration and Transfer of Certificates. (a) The Trustee shall cause to be kept a register (the "Register") in which, subject to such reasonable regulations as it may prescribe, the Trustee shall provide for the registration of Certificates and the registration of transfer of Certificates. The Trustee is hereby initially appointed Registrar for the purpose of registering Certificates and transfers of Certificates as herein provided. The Owners, the Certificate Insurer and the Trustee shall have the right to inspect the Register during the Trustee's normal hours and to obtain copies thereof, and the Trustee shall have the right to rely upon a certificate executed on behalf of the Registrar by an Authorized Officer thereof as to the names and addresses of the Owners of the Certificates and the principal amounts and numbers of such Certificates. If a Person other than the Trustee is appointed as Registrar by the Owners of a majority of the aggregate Percentage Interests represented by the Class A Certificates and the Class B Certificates then Outstanding with the consent of the Certificate Insurer, or if there are no longer any Class A Certificates or Class B Certificates then Outstanding, by such majority of the Percentage Interests represented by the Class R Certificates, the Trustee will give the Owners and the Certificate Insurer prompt written notice of the appointment of such Registrar and of the location, and any change in the location, of the Register. In connection with any such appointment the annual fees of the bank then serving as Trustee and Registrar shall thenceforth be reduced by the amount to be agreed upon by the Trustee and the Depositor at such time and the reasonable fees of the Registrar shall be paid, as expenses of the Trust, pursuant to Section 7.05 hereof. (b) Subject to the provisions of Section ~~5.8 hereof with respect to the Unregistered Certificates~~5.08 hereof, upon surrender for registration of transfer of any Certificate at the office designated as the location of the Register, upon the direction of the Registrar the Trustee shall ~~execute and~~ execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of a like Class and in the aggregate principal amount or ~~notional amount~~ percentage interest of the Certificate so surrendered. (c) At the option of any Owner, Certificates of any Class owned by such Owner may be exchanged for other Certificates authorized of like ~~Class,~~ Class and tenor and a like aggregate original principal amount or ~~notional amount~~ percentage interest and bearing numbers not contemporaneously outstanding, upon surrender of the Certificates to be exchanged at the office designated as the location of the Register. Whenever any Certificate is so surrendered for exchange, upon the direction of the Registrar, the Trustee shall ~~execute and~~ execute, authenticate and deliver the Certificate or Certificates which the Owner making the exchange is entitled to receive. (d) All Certificates issued upon any registration of transfer or exchange of Certificates shall be valid evidence of the same ownership interests in the Trust and entitled to the same benefits under this Agreement as the Certificates surrendered upon such registration of transfer or exchange. (e) Every Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee duly executed by the Owner thereof or his attorney duly authorized in writing. (f) No service charge shall be made to an Owner for any registration of transfer or exchange of Certificates, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Certificates; any other expenses in connection with such transfer or exchange shall be an expense of the Trust. (g) It is intended that the Class A Certificates be registered so as to participate in a global book-entry system with the Depository, as set forth herein. Each Class of Class A Certificates shall be initially issued in the form of a single fully registered Class A Certificate of the related Class with a denomination equal to the original principal balance of the related Class. Upon initial issuance, the ownership of such Class A Certificates shall be registered in the Register in the name of Cede & Co., or any successor thereto, as nominee for the Depository. The minimum denominations shall be $1,000 for any Class A Certificate, $100,000 for any Class B Certificate, and 10% Percentage Interest for any Residual Certificate. The Seller and the Trustee are hereby authorized to execute and deliver the Representation Letter with the Depository. With respect to Class A Certificates registered in the Register in the name of Cede & Co., as nominee of the Depository, the Seller, the Master Servicer, the Transferor and the Trustee shall have no responsibility or obligation to the Depository's "Direct Participants" or "Indirect Participants" or beneficial owners for which the Depository holds Class A Certificates from time to time as a Depository. Without limiting the immediately preceding sentence, the Seller, the Master Servicer, the Transferor and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Class A Certificates, (ii) the delivery to any Direct or Indirect Participant or any other Person, other than a registered Owner of a Class A Certificate as shown in the Register, of any notice with respect to the Class A Certificates or (iii) the payment to, or withholding with respect to, any Direct or Indirect Participant or any other Person, other than a registered Owner of a Class A Certificate as shown in the Register, of any amount with respect to any distribution of principal or interest on the Class A Certificates. No Person other than a registered Owner of a Class A Certificate as shown in the Register shall receive a certificate evidencing such Class A Certificate. The Certificate Issuer shall have no responsibility for or obligation with respect to the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Class A Certificates. Upon delivery by the Depository to the Trustee of written notice to the effect that the Depository has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions hereof with respect to the payment of interest by the mailing of checks or drafts to the registered Owners of Class A Certificates appearing as registered Owners in the registration books maintained by the Trustee at the close of business on a Record Date, the name "Cede & Co." in this Agreement shall refer to such new nominee of the Depository. (h) In the event that (i) the Depository or the Seller advises the Trustee in writing that the Depository is no longer willing or able to discharge properly its responsibilities as nominee and depository with respect to the Class A Certificates and the Seller is unable to locate a qualified successor, (ii) the Seller at its sole option elects to terminate the book-entry system through the Depository or (iii) after an Event of Default, Owners of Certificates evidencing at least 51% Percentage Interests of any Class affected thereby notify the Seller that the continuation of a book-entry system is not in the best interests of such Class of Owners, the Class A Certificates or any Class, as applicable, shall no longer be restricted to being registered in the Register in the name of Cede & Co. (or a successor nominee) as nominee of the Depository. At that time, the Class A Certificates shall be registered in the name of and deposited with a successor depository operating a global book-entry system, as may be acceptable to the Seller, or such depository's agent or designee but, if the Seller does not select such alternative global book-entry system, then the Trustee shall notify the Owners of the Class A Certificates in writing of the termination of the book-entry system and the Class A Certificates may be registered in whatever name or names registered Owners of Class A Certificates transferring Class A Certificates shall designate, in accordance with the provisions hereof. (i) Notwithstanding any other provision of this Agreement to the contrary, so long as any Class A Certificate is registered in the name of Cede & Co., as nominee of the Depository, all distributions of principal or interest on such Class A Certificates and all notices with respect to such Class A Certificates shall be made and given, respectively, in the manner provided in the Representation Letter.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Contisecurities Asset Funding Corp)

Registration and Transfer of Certificates. (a) The Trustee shall cause to be kept a register (the "Register") in which, subject to such reasonable regulations as it may prescribe, the Trustee shall provide for the registration of Certificates and the registration of transfer of Certificates. The Trustee is hereby initially appointed Registrar for the purpose of registering Certificates and transfers of Certificates as herein provided. The Owners and the Trustee shall have the right to inspect the Register during the Trustee's normal hours and to obtain copies thereof, and the Trustee shall have the right to rely upon a certificate executed on behalf of the Registrar by an Authorized Officer thereof as to the names and addresses of the Owners of the Certificates and the principal amounts and numbers of such Certificates. If a Person other than the Trustee is appointed as Registrar by the Owners of a majority of the aggregate Percentage Interests represented by the Offered Certificates then Outstanding, or if there are no longer any Offered Certificates then Outstanding, by such majority of the Percentage Interests represented by the Class R Certificates, the Trustee will give the Owners prompt written notice of the appointment of such Registrar and of the location, and any change in the location, of the Register. In connection with any such appointment the annual fees of the bank then serving as Trustee and Registrar shall thenceforth be reduced by the amount to be agreed upon by the Trustee and the Depositor at such time and the reasonable fees of the Registrar shall be paid, as expenses of the Trust, pursuant to Section 7.05 hereof. (b) Subject to the provisions of Section ~~5.8 hereof with respect to the Unregistered Certificates~~5.08 hereof, upon surrender for registration of transfer of any Certificate at the office designated as the location of the Register, upon the direction of the Registrar the Depositor shall execute and the Trustee shall ~~execute and~~ authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of a like Class and in the aggregate principal amount or ~~notional amount~~ percentage interest of the Certificate so surrendered. (c) At the option of any Owner, Certificates of any Class owned by such Owner may be exchanged for other Certificates authorized of like ~~Class,~~ Class and tenor and a like aggregate original principal amount or ~~notional amount~~ percentage interest and bearing numbers not contemporaneously outstanding, upon surrender of the Certificates to be exchanged at the office designated as the location of the Register. Whenever any Certificate is so surrendered for exchange, upon the direction of the Registrar, the Depositor and the Trustee shall ~~execute and~~ execute, authenticate and deliver the Certificate or Certificates which the Owner making the exchange is entitled to receive. (d) All Certificates issued upon any registration of transfer or exchange of Certificates shall be valid evidence of the same ownership interests in the Trust and entitled to the same benefits under this Agreement as the Certificates surrendered upon such registration of transfer or exchange. (e) Every Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the ~~Trustee~~ Registrar duly executed by the Owner thereof or his attorney duly authorized in writing. (f) No service charge shall be made to an Owner for any registration of transfer or exchange of Certificates, but the Registrar or Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Certificates; any other expenses in connection with such transfer or exchange shall be an expense of the Trust. (g) It is intended that the ~~Class A~~ Offered Certificates be registered so as to participate in a global book-entry system with the Depository, as set forth herein. Each Class of ~~Class A~~ Offered Certificates ~~shall~~ shall, except as otherwise provided in Subsection (h), be initially issued in the form of a single fully registered ~~Class A~~ Certificate of ~~the related Class with a denomination equal to the original principal balance of the related~~ such Class. Upon initial issuance, the ownership of each such ~~Class A Certificates~~ Certificate shall be registered in the Register in the name of Cede & Co., or any successor thereto, as nominee for the Depository. ~~The minimum denominations~~ On the Startup Day, the Offered Certificates shall be issued in denominations of no less than $1,000 ~~for any~~ and integral multiples thereof. On the Startup Day, the Class ~~A Certificate,~~ A-11IO Certificates shall be issued in denominations of no less than $~~100,000 for any~~ 1,000 (based on the Class ~~B Certificate,~~ A-11IO Notional Principal Amount thereof) and ~~10% Percentage Interest for any Residual Certificate~~integral multiple thereof. The ~~Seller~~ Depositor and the Trustee are hereby authorized to execute and deliver the Representation Letter with the Depository. With respect to ~~Class A~~ the Offered Certificates registered in the Register in the name of Cede & Co., as nominee of the Depository, the ~~Seller~~Depositor, the ~~Master~~ Servicer, the ~~Transferor~~ Sellers and the Trustee shall have no responsibility or obligation to ~~the Depository's "~~Direct ~~Participants"~~ or "Indirect ~~Participants"~~ Participants or beneficial owners for which the Depository holds ~~Class A~~ Offered Certificates from time to time as a Depository. Without limiting the immediately preceding sentence, the ~~Seller~~Depositor, the ~~Master~~ Servicer, the ~~Transferor~~ Sellers and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the ~~Class A~~ Offered Certificates, (ii) the delivery to any Direct or Indirect Participant or any other Person, other than a registered Owner of ~~a Class A~~ an Offered Certificate as shown in the Register, of any notice with respect to the ~~Class A~~ Offered Certificates or (iii) the payment ~~to, or withholding with respect to,~~ to any Direct or Indirect Participant or any other Person, other than a registered Owner of a ~~Class A~~ Offered Certificate as shown in the Register, of any amount with respect to any distribution of principal or interest on the ~~Class A~~ Offered Certificates. No Person other than a registered Owner of a ~~Class A~~ Offered Certificate as shown in the Register shall receive a certificate evidencing such ~~Class A~~ Offered Certificate. The Certificate Issuer shall have no responsibility for or obligation with respect to the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Class A Certificates. Upon delivery by the Depository to the Trustee of written notice to the effect that the Depository has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions hereof with respect to the payment of interest by the mailing of checks or drafts to the registered Owners of ~~Class A~~ Offered Certificates appearing as registered Owners in the registration books maintained by the Trustee at the close of business on a Record Date, the name "Cede & Co." in this Agreement shall refer to such new nominee of the Depository. (h) In the event that (i) the Depository or the ~~Seller~~ Depositor advises the Trustee in writing that the Depository is no longer willing or able to discharge properly its responsibilities as nominee and depository with respect to the ~~Class A~~ Offered Certificates and the ~~Seller~~ Depositor or the Trustee is unable to locate a qualified ~~successor,~~ successor or (ii) the ~~Seller~~ Depositor at its sole option elects to terminate the book-entry system through the Depository or (iii) after an Event of Default, Owners of Certificates evidencing at least 51% Percentage Interests of any Class affected thereby notify the Seller that the continuation of a book-entry system is not in the best interests of such Class of OwnersDepository, the ~~Class A~~ Offered Certificates ~~or any Class, as applicable,~~ shall no longer be restricted to being registered in the Register in the name of Cede & Co. (or a successor nominee) as nominee of the Depository. At that time, the ~~Class A~~ Depositor may determine that the Offered Certificates shall be registered in the name of and deposited with a successor depository operating a global book-entry system, as may be acceptable to the ~~Seller~~Depositor and at the Depositor's expense, or such depository's agent or designee but, if the ~~Seller~~ Depositor does not select such alternative global book-entry system, then the ~~Trustee shall notify the Owners of the Class A Certificates in writing of the termination of the book-entry system and the Class A~~ Offered Certificates may be registered in whatever name or names registered Owners of ~~Class A~~ Offered Certificates transferring ~~Class A~~ the Offered Certificates shall designate, in accordance with the provisions hereof. (i) Notwithstanding any other provision of this Agreement to the contrary, so long as any ~~Class A Certificate~~ of the Offered Certificates is registered in the name of Cede & Co., as nominee of the Depository, all distributions of principal or interest on such ~~Class A~~ Offered Certificates and all notices with respect to such ~~Class A~~ Offered Certificates shall be made and given, respectively, in the manner provided in the Representation Letter.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Contimortgage Home Equity Loan Trust 1997-2)

Registration and Transfer of Certificates. (a) The ~~Trustee~~ Trustee, as registrar, shall cause to be kept a register (the "Register") in which, subject to such reasonable regulations as it may prescribe, the Trustee shall provide for the registration of Certificates and the registration of transfer of Certificates. The Trustee is hereby appointed registrar for the purpose of registering Certificates and transfers of Certificates as herein provided. The Owners and the Certificate Insurer shall have the right to inspect the Register at all reasonable times and to obtain copies thereof. (b) Subject to the provisions of Section 5.8 ~~hereof with respect to the Unregistered Certificates~~hereof, upon surrender for registration of transfer of any Certificate at the office designated as the location of the Register, the Trustee shall ~~execute and~~ execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of a like Class and in the aggregate principal ~~or notional~~ amount of the Certificate so surrendered. (c) At the option of any Owner, Certificates of any Class owned by such Owner may be exchanged for other Certificates authorized of like Class, tenor and a like aggregate original principal ~~or notional~~ amount and bearing numbers not contemporaneously outstanding, upon surrender of the Certificates to be exchanged at the office designated as the location of the Register. Whenever any Certificate is so surrendered for exchange, the Trustee shall ~~execute and~~ execute, authenticate and deliver the Certificate or Certificates which the Owner making the exchange is entitled to receive. (d) ~~All~~ Certificates issued upon any registration of transfer or exchange of Certificates shall be valid evidence of the same ownership interests in the Trust and entitled to the same benefits under this Agreement as the Certificates surrendered upon such registration of transfer or exchange. (e) ~~Every~~ Any Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee duly executed by the Owner thereof or his attorney duly authorized in writing. (f) No service charge shall be made to an Owner for any registration of transfer or exchange of Certificates, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Certificates; any other expenses in connection with such transfer or exchange shall be an expense of the Trust. (g) It is intended that the Class A Certificates be registered so as to participate in a global book-entry system with the Depository, as set forth herein. Each Class of Class A Certificates ~~shall~~ shall, except as otherwise provided in the next paragraph, be initially issued in the form of a single fully registered Class A Certificate ~~of the related Class~~ with a denomination equal to the ~~original principal balance of the related Class~~Aggregate Certificate Principal Balance. Upon initial issuance, the ownership of each such Class A ~~Certificates~~ Certificate shall be registered in the Register in the name of Cede & Co., or any successor thereto, as nominee for the Depository. The ~~minimum denominations shall be $1,000 for any Class A Certificate, $100,000 for any Class B Certificate, and 10% Percentage Interest for any Residual Certificate. The Seller~~ Sponsor and the Trustee are hereby authorized to execute and deliver the Representation Letter with the Depository. With respect to Class A Certificates registered in the Register in the name of Cede & Co., as nominee of the Depository, the ~~Seller~~Sponsor, the Master Servicer, the ~~Transferor~~ Certificate Insurer and the Trustee shall have no responsibility or obligation to ~~the Depository's "~~Direct ~~Participants"~~ or "Indirect ~~Participants"~~ Participants or beneficial owners for which the Depository holds Class A Certificates from time to time as a Depository. Without limiting the immediately preceding sentence, the ~~Seller~~Sponsor, the Master Servicer, the ~~Transferor~~ Certificate Insurer and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Class A Certificates, (ii) the delivery to any Direct or Indirect Participant or any other Person, other than a registered Owner of a Class A Certificate as shown in the Register, of any notice with respect to the Class A Certificates or (iii) the payment to, or withholding with respect to, any Direct or Indirect Participant or any other Person, other than a registered Owner of a Class A Certificate as shown in the Register, of any amount with respect to any distribution of principal or interest on the Class A Certificates. No Person other than a registered Owner of a Class A Certificate as shown in the Register shall receive a certificate evidencing such Class A Certificate. The Certificate Issuer shall have no responsibility for or obligation with respect to the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Class A Certificates. Upon delivery by the Depository to the Trustee of written notice to the effect that the Depository has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions hereof with respect to the payment of interest by the mailing of checks or drafts to the registered Owners of Class A Certificates appearing as registered Owners in the registration books maintained by the Trustee at the close of business on a Record Date, the name "Cede & Co." in this Agreement shall refer to such new nominee of the Depository. (h) In the event that (i) the Depository or the Seller advises the Trustee in writing that the Depository is no longer willing or able to discharge properly its responsibilities as nominee and depository with respect to the Class A Certificates and the Seller is unable to locate a qualified successor, (ii) the Seller at its sole option elects to terminate the book-entry system through the Depository or (iii) after an Event of Default, Owners of Certificates evidencing at least 51% Percentage Interests of any Class affected thereby notify the Seller that the continuation of a book-entry system is not in the best interests of such Class of Owners, the Class A Certificates or any Class, as applicable, shall no longer be restricted to being registered in the Register in the name of Cede & Co. (or a successor nominee) as nominee of the Depository. At that time, the Class A Certificates shall be registered in the name of and deposited with a successor depository operating a global book-entry system, as may be acceptable to the Seller, or such depository's agent or designee but, if the Seller does not select such alternative global book-entry system, then the Trustee shall notify the Owners of the Class A Certificates in writing of the termination of the book-entry system and the Class A Certificates may be registered in whatever name or names registered Owners of Class A Certificates transferring Class A Certificates shall designate, in accordance with the provisions hereof. (i) Notwithstanding any other provision of this Agreement to the contrary, so long as any Class A Certificate is registered in the name of Cede & Co., as nominee of the Depository, all distributions of principal or interest on such Class A Certificates and all notices with respect to such Class A Certificates shall be made and given, respectively, in the manner provided in the Representation Letter.)

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Advanta Mortgage Conduit Services Inc)

Registration and Transfer of Certificates. (a) The Trustee shall cause to be kept a register (the "Register") in which, subject to such reasonable regulations as it may prescribe, the Trustee shall provide for the registration of Certificates and the registration of transfer of Certificates. The Trustee is hereby initially appointed Registrar for the purpose of registering Certificates and transfers of Certificates as herein provided. The Certificate Insurer, the Owners and the Trustee shall have the right to inspect the Register during the Trustee's normal hours and to obtain copies thereof, and the Trustee shall have the right to rely upon a certificate executed on behalf of the Registrar by an Authorized Officer thereof as to the names and addresses of the Owners of the Certificates and the principal amounts and numbers of such Certificates. If a Person other than the Trustee is appointed as Registrar by the Owners of a majority of the aggregate Percentage Interests represented by the Class A Certificates then Outstanding with the consent of the Certificate Insurer or if there are no longer any Class A Certificates then Outstanding, by such majority of the Percentage Interests represented by the Class X-IO and the Class R Certificates, such Owners shall give the Trustee, the Certificate Insurer and the Owners prompt written notice of the appointment of such Registrar and of the location, and any change in the location, of the Register. In connection with any such appointment the reasonable fees of the Registrar shall be paid, as expenses of the Trust, pursuant to Section 7.06 hereof. (b) Subject to the provisions of Section ~~5.8 hereof with respect to the Unregistered Certificates~~5.08 hereof, upon surrender for registration of transfer of any Certificate at the office designated as the location of the Register, upon the direction of the Registrar, the Trustee shall ~~execute and~~ execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of a like Class and in the aggregate outstanding principal amount or ~~notional amount~~ Percentage Interest of the Certificate so surrendered. (c) At the option of any Owner, Certificates of any Class owned by such Owner may be exchanged for other Certificates authorized of like ~~Class,~~ Class and tenor and a like aggregate ~~original~~ outstanding principal amount or ~~notional amount~~ Percentage Interest and bearing numbers not contemporaneously outstanding, upon surrender of the Certificates to be exchanged at the office designated as the location of the Register. Whenever any Certificate is so surrendered for exchange, upon the direction of the Registrar, the Trustee shall ~~execute and~~ execute, authenticate and deliver the Certificate or Certificates which the Owner making the exchange is entitled to receive. (d) All Certificates issued upon any registration of transfer or exchange of Certificates shall be valid evidence of the same ownership interests in the Trust and entitled to the same benefits under this Agreement as the Certificates surrendered upon such registration of transfer or exchange. (e) Every Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee duly executed by the Owner thereof or his attorney duly authorized in writing. (f) No service charge shall be made to an Owner for any registration of transfer or exchange of Certificates, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Certificates; any other expenses in connection with such transfer or exchange shall be an expense of the Trust. (g) It is intended that the Class A Certificates be registered so as to participate in a global book-entry system with the Depository, as set forth herein. Each Class of Class A Certificates shall be initially issued in the form of a single fully registered Class A Certificate of the related Class with a denomination equal to the original principal balance of the related Class. Upon initial issuance, the ownership of such Class A Certificates shall be registered in the Register in the name of Cede & Co., or any successor thereto, as nominee for the Depository. The minimum denominations shall be $1,000 for any Class A Certificate, $100,000 for any Class B Certificate, and 10% Percentage Interest for any Residual Certificate. The Seller and the Trustee are hereby authorized to execute and deliver the Representation Letter with the Depository. With respect to Class A Certificates registered in the Register in the name of Cede & Co., as nominee of the Depository, the Seller, the Master Servicer, the Transferor and the Trustee shall have no responsibility or obligation to the Depository's "Direct Participants" or "Indirect Participants" or beneficial owners for which the Depository holds Class A Certificates from time to time as a Depository. Without limiting the immediately preceding sentence, the Seller, the Master Servicer, the Transferor and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Class A Certificates, (ii) the delivery to any Direct or Indirect Participant or any other Person, other than a registered Owner of a Class A Certificate as shown in the Register, of any notice with respect to the Class A Certificates or (iii) the payment to, or withholding with respect to, any Direct or Indirect Participant or any other Person, other than a registered Owner of a Class A Certificate as shown in the Register, of any amount with respect to any distribution of principal or interest on the Class A Certificates. No Person other than a registered Owner of a Class A Certificate as shown in the Register shall receive a certificate evidencing such Class A Certificate. The Certificate Issuer shall have no responsibility for or obligation with respect to the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Class A Certificates. Upon delivery by the Depository to the Trustee of written notice to the effect that the Depository has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions hereof with respect to the payment of interest by the mailing of checks or drafts to the registered Owners of Class A Certificates appearing as registered Owners in the registration books maintained by the Trustee at the close of business on a Record Date, the name "Cede & Co." in this Agreement shall refer to such new nominee of the Depository. (h) In the event that (i) the Depository or the Seller advises the Trustee in writing that the Depository is no longer willing or able to discharge properly its responsibilities as nominee and depository with respect to the Class A Certificates and the Seller is unable to locate a qualified successor, (ii) the Seller at its sole option elects to terminate the book-entry system through the Depository or (iii) after an Event of Default, Owners of Certificates evidencing at least 51% Percentage Interests of any Class affected thereby notify the Seller that the continuation of a book-entry system is not in the best interests of such Class of Owners, the Class A Certificates or any Class, as applicable, shall no longer be restricted to being registered in the Register in the name of Cede & Co. (or a successor nominee) as nominee of the Depository. At that time, the Class A Certificates shall be registered in the name of and deposited with a successor depository operating a global book-entry system, as may be acceptable to the Seller, or such depository's agent or designee but, if the Seller does not select such alternative global book-entry system, then the Trustee shall notify the Owners of the Class A Certificates in writing of the termination of the book-entry system and the Class A Certificates may be registered in whatever name or names registered Owners of Class A Certificates transferring Class A Certificates shall designate, in accordance with the provisions hereof. (i) Notwithstanding any other provision of this Agreement to the contrary, so long as any Class A Certificate is registered in the name of Cede & Co., as nominee of the Depository, all distributions of principal or interest on such Class A Certificates and all notices with respect to such Class A Certificates shall be made and given, respectively, in the manner provided in the Representation Letter.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Chec Asset Receivables Corp)

Registration and Transfer of Certificates. (a) The ~~Trustee~~ Trustee, as registrar, shall cause to be kept a register (the "Register") in which, subject to such reasonable regulations as it may prescribe, the Trustee shall provide for the registration of Certificates and the registration of transfer of Certificates. The Trustee is hereby appointed registrar for the purpose of registering Certificates and transfers of Certificates as herein provided. The Owners and the Certificate Insurer shall have the right to inspect the Register at all reasonable times and to obtain copies thereof. (b) Subject to the provisions of Section 5.8 ~~hereof with respect to the Unregistered Certificates~~hereof, upon surrender for registration of transfer of any Certificate at the office designated as the location of the Register, the Trustee shall ~~execute and~~ execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of a like Class and in the aggregate principal ~~or notional~~ amount of the Certificate so surrendered. (c) At the option of any Owner, Certificates of any Class owned by such Owner may be exchanged for other Certificates authorized of like Class, tenor and a like aggregate original principal ~~or notional~~ amount and bearing numbers not contemporaneously outstanding, upon surrender of the Certificates to be exchanged at the office designated as the location of the Register. Whenever any Certificate is so surrendered for exchange, the Trustee shall ~~execute and~~ execute, authenticate and deliver the Certificate or Certificates which the Owner making the exchange is entitled to receive. (d) ~~All~~ Certificates issued upon any registration of transfer or exchange of Certificates shall be valid evidence of the same ownership interests in the Trust and entitled to the same benefits under this Agreement as the Certificates surrendered upon such registration of transfer or exchange. (e) ~~Every~~ Any Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee duly executed by the Owner thereof or his attorney duly authorized in writing. (f) No service charge shall be made to an Owner for any registration of transfer or exchange of Certificates, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Certificates; any other expenses in connection with such transfer or exchange shall be an expense of the Trust. (g) It is intended that the Class A [A] Certificates be registered so as to participate in a global book-entry system with the Depository, as set forth herein. Each Class of Class A [A] Certificates ~~shall~~ shall, except as otherwise provided in the next paragraph, be initially issued in the form of a single fully registered Class A [A] Certificate ~~of the related Class~~ with a denomination equal to the ~~original principal balance of the related Class~~Aggregate Certificate Principal Balance. Upon initial issuance, the ownership of each such Class ~~A Certificates~~ [A] Certificate shall be registered in the Register in the name of Cede & Co., or any successor thereto, as nominee for the Depository. The ~~minimum denominations shall be $1,000 for any Class A Certificate, $100,000 for any Class B Certificate, and 10% Percentage Interest for any Residual Certificate. The Seller~~ Sponsor and the Trustee are hereby authorized to execute and deliver the Representation Letter with the Depository. With respect to Class A [A] Certificates registered in the Register in the name of Cede & Co., as nominee of the Depository, the ~~Seller~~Sponsor, the Master Servicer, the ~~Transferor~~ Certificate Insurer and the Trustee shall have no responsibility or obligation to ~~the Depository's "~~Direct ~~Participants"~~ or "Indirect ~~Participants"~~ Participants or beneficial owners for which the Depository holds Class A [A] Certificates from time to time as a Depository. Without limiting the immediately preceding sentence, the ~~Seller~~Sponsor, the Master Servicer, the ~~Transferor~~ Certificate Insurer and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Class A [A] Certificates, (ii) the delivery to any Direct or Indirect Participant or any other Person, other than a registered Owner of a Class A [A] Certificate as shown in the Register, of any notice with respect to the Class A [A] Certificates or (iii) the payment ~~to, or withholding with respect to,~~ to any Direct or Indirect Participant or any other Person, other than a registered Owner of a Class A [A] Certificate as shown in the Register, of any amount with respect to any distribution of principal or interest on the Class A [A] Certificates. No Person other than a registered Owner of a Class A [A] Certificate as shown in the Register shall receive a certificate evidencing such Class A [A] Certificate. The Certificate Issuer shall have no responsibility for or obligation with respect to the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Class A Certificates. Upon delivery by the Depository to the Trustee of written notice to the effect that the Depository has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions hereof with respect to the payment of interest by the mailing of checks or drafts to the registered Owners of Class A [A] Certificates appearing as registered Owners in the registration books maintained by the Trustee at the close of business on a Record Date, the name "Cede & Co." in this Agreement shall refer to such new nominee of the Depository. (h) In the event that (i) the Depository or the ~~Seller~~ Sponsor advises the Trustee and the Certificate Insurer in writing that the Depository is no longer willing or able to discharge properly its responsibilities as nominee and depository with respect to the Class A [A] Certificates and the ~~Seller~~ Sponsor or the Trustee is unable to locate a qualified ~~successor,~~ successor or (ii) the ~~Seller~~ Sponsor at its sole option elects to terminate the book-entry system through the Depository or (iii) after an Event of Default, Owners of Certificates evidencing at least 51% Percentage Interests of any Class affected thereby notify the Seller that the continuation of a book-entry system is not in the best interests of such Class of OwnersDepository, the Class A [A] Certificates ~~or any Class, as applicable,~~ shall no longer be restricted to being registered in the Register in the name of Cede & Co. (or a successor nominee) as nominee of the Depository. At that time, the Class A Certificates shall be registered in the name of and deposited with a successor depository operating a global book-entry system, as may be acceptable to the Seller, or such depository's agent or designee but, if the Seller does not select such alternative global book-entry system, then the Trustee shall notify the Owners of the Class A Certificates in writing of the termination of the book-entry system and the Class A Certificates may be registered in whatever name or names registered Owners of Class A Certificates transferring Class A Certificates shall designate, in accordance with the provisions hereof. (i) Notwithstanding any other provision of this Agreement to the contrary, so long as any Class A Certificate is registered in the name of Cede & Co., as nominee of the Depository, all distributions of principal or interest on such Class A Certificates and all notices with respect to such Class A Certificates shall be made and given, respectively, in the manner provided in the Representation Letter.&

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Advanta Conduit Receivables Inc)

Registration and Transfer of Certificates. (a) The ~~Trustee~~ Trustee, as registrar, shall cause to be kept a register (the "Register") in which, subject to such reasonable regulations as it may prescribe, the Trustee shall provide for the registration of Certificates and the registration of transfer of Certificates. The Trustee is hereby appointed registrar for the purpose of registering Certificates and transfers of Certificates as herein provided. The Owners and the Group I Insurer shall have the right to inspect the Register at all reasonable times and to obtain copies thereof. (b) Subject to the provisions of Section 5.8 ~~hereof with respect to the Unregistered Certificates~~hereof, upon surrender for registration of transfer of any Certificate at the office designated as the location of the Register, the Trustee shall ~~execute and~~ execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of a like Class and in the aggregate principal ~~or notional~~ amount of the Certificate so surrendered. (c) At the option of any Owner, Certificates of any Class owned by such Owner may be exchanged for other Certificates authorized of like Class, tenor and a like aggregate original principal ~~or notional~~ amount and bearing numbers not contemporaneously outstanding, upon surrender of the Certificates to be exchanged at the office designated as the location of the Register. Whenever any Certificate is so surrendered for exchange, the Trustee shall ~~execute and~~ execute, authenticate and deliver the Certificate or Certificates which the Owner making the exchange is entitled to receive. (d) ~~All~~ Certificates issued upon any registration of transfer or exchange of Certificates shall be valid evidence of the same ownership interests in the Trust and entitled to the same benefits under this Agreement as the Certificates surrendered upon such registration of transfer or exchange. (e) ~~Every~~ Any Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee duly executed by the Owner thereof or his attorney duly authorized in writing. (f) No service charge shall be made to an Owner for any registration of transfer or exchange of Certificates, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Certificates; any other expenses in connection with such transfer or exchange shall be an expense of the Trust. (g) It is intended that the ~~Class A~~ Offered Certificates be registered so as to participate in a global book-entry system with the Depository, as set forth herein. Each Class of ~~Class A~~ Offered Certificates ~~shall~~ shall, except as otherwise provided in the next paragraph, be initially issued in the form of a single fully registered ~~Class A~~ Offered Certificate ~~of the related Class~~ with a denomination equal to the ~~original principal balance of the related Class~~Aggregate Certificate Principal Balance. Upon initial issuance, the ownership of each such ~~Class A Certificates~~ Offered Certificate shall be registered in the Register in the name of Cede & Co., or any successor thereto, as nominee for the Depository. The ~~minimum denominations shall be $1,000 for any Class A Certificate, $100,000 for any Class B Certificate, and 10% Percentage Interest for any Residual Certificate. The Seller~~ Sponsor and the Trustee are hereby authorized to execute and deliver the Representation Letter with the Depository. With respect to ~~Class A~~ Offered Certificates registered in the Register in the name of Cede & Co., as nominee of the Depository, the ~~Seller~~Sponsor, the Master Servicer, the ~~Transferor~~ Group I Insurer and the Trustee shall have no responsibility or obligation to ~~the Depository's "~~Direct ~~Participants"~~ or "Indirect ~~Participants"~~ Participants or beneficial owners for which the Depository holds ~~Class A~~ Offered Certificates from time to time as a Depository. Without limiting the immediately preceding sentence, the ~~Seller~~Sponsor, the Master Servicer, the ~~Transferor~~ Group I Insurer and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the ~~Class A~~ Offered Certificates, (ii) the delivery to any Direct or Indirect Participant or any other Person, other than a registered Owner of a ~~Class A~~ Offered Certificate as shown in the Register, of any notice with respect to the ~~Class A~~ Offered Certificates or (iii) the payment ~~to, or withholding with respect to,~~ to any Direct or Indirect Participant or any other Person, other than a registered Owner of a ~~Class A~~ Offered Certificate as shown in the Register, of any amount with respect to any distribution of principal or interest on the ~~Class A~~ Offered Certificates. No Person other than a registered Owner of a ~~Class A~~ Offered Certificate as shown in the Register shall receive a certificate evidencing such ~~Class A~~ Offered Certificate. The Certificate Issuer shall have no responsibility for or obligation with respect to the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Class A Certificates. Upon delivery by the Depository to the Trustee of written notice to the effect that the Depository has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions hereof with respect to the payment of interest by the mailing of checks or drafts to the registered Owners of Class A Certificates appearing as registered Owners in the registration books maintained by the Trustee at the close of business on a Record Date, the name "Cede & Co." in this Agreement shall refer to such new nominee of the Depository. (h) In the event that (i) the Depository or the Seller advises the Trustee in writing that the Depository is no longer willing or able to discharge properly its responsibilities as nominee and depository with respect to the Class A Certificates and the Seller is unable to locate a qualified successor, (ii) the Seller at its sole option elects to terminate the book-entry system through the Depository or (iii) after an Event of Default, Owners of Certificates evidencing at least 51% Percentage Interests of any Class affected thereby notify the Seller that the continuation of a book-entry system is not in the best interests of such Class of Owners, the Class A Certificates or any Class, as applicable, shall no longer be restricted to being registered in the Register in the name of Cede & Co. (or a successor nominee) as nominee of the Depository. At that time, the Class A Certificates shall be registered in the name of and deposited with a successor depository operating a global book-entry system, as may be acceptable to the Seller, or such depository's agent or designee but, if the Seller does not select such alternative global book-entry system, then the Trustee shall notify the Owners of the Class A Certificates in writing of the termination of the book-entry system and the Class A Certificates may be registered in whatever name or names registered Owners of Class A Certificates transferring Class A Certificates shall designate, in accordance with the provisions hereof. (i) Notwithstanding any other provision of this Agreement to the contrary, so long as any Class A Certificate is registered in the name of Cede & Co., as nominee of the Depository, all distributions of principal or interest on such Class A Certificates and all notices with respect to such Class A Certificates shall be made and given, respectively, in the manner provided in the Representation Letter.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Advanta Mortgage Loan Trust 1998-1)

Registration and Transfer of Certificates. (a) The ~~Trustee~~ Trustee, as registrar, shall cause to be kept a register (the "Register") in which, subject to such reasonable regulations as it may prescribe, the Trustee shall provide for the registration of Certificates and the registration of transfer of Certificates. The Trustee is hereby appointed registrar for the purpose of registering Certificates and transfers of Certificates as herein provided. The Owners and the Certificate Insurer shall have the right to inspect the Register at all reasonable times and to obtain copies thereof. (b) Subject to the provisions of Section ~~5.8 hereof with respect to the Unregistered Certificates~~5.08 hereof, upon surrender for registration of transfer of any Certificate at the office designated as the location of the Register, the Trustee shall ~~execute and~~ execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of a like Class ~~and~~ And in the aggregate principal ~~or notional~~ amount of the Certificate so surrendered. As of the Start-Up Day, the Trustee designates its offices located at 123 ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ the location of the Register. (c) At the option of any Owner, Certificates of any Class owned by such Owner may be exchanged for other Certificates authorized of like Class, tenor and ~~a like~~ aggregate original principal ~~or notional~~ amount and bearing numbers not contemporaneously outstanding, upon surrender of the Certificates to be exchanged at the office designated as the location of the Register. As of the Start-Up Day, the Trustee designates its offices located at 123 ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ the location of the Register. Whenever any Certificate is so surrendered for exchange, the Trustee shall ~~execute and~~ execute, authenticate and deliver the Certificate or Certificates which the Owner making the exchange is entitled to receive. (d) ~~All~~ Certificates issued upon any registration of transfer or exchange of Certificates shall be valid evidence of the same ownership interests in the Trust and entitled to the same benefits under this Agreement as the Certificates surrendered upon such registration of transfer or exchange. (e) ~~Every~~ Any Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee duly executed by the Owner thereof or his attorney duly authorized in writing. (f) No service charge shall be made to an Owner for any registration of transfer or exchange of Certificates, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Certificates; any other expenses in connection with such transfer or exchange shall be an expense of the Trust. (g) It is intended that the Class A Certificates be registered so as to participate in a global book-entry system with the Depository, as set forth herein. Each Class of Class A Certificates ~~shall~~ shall, except as otherwise provided in the next paragraph, be initially issued in the form of a single fully registered ~~Class A~~ Certificate ~~of the related Class~~ with a denomination equal to the ~~original principal balance of the related~~ Original Certificate Principal Balance for such Class. Upon initial issuance, the ownership of each such Class A ~~Certificates~~ Certificate shall be registered in the Register in the name of Cede & Co., or any successor thereto, as nominee for the Depository. The ~~minimum denominations shall be $1,000 for any Class A Certificate, $100,000 for any Class B Certificate, and 10% Percentage Interest for any Residual Certificate. The Seller~~ Sponsor and the Trustee are hereby authorized to execute and deliver the Representation Letter with the Depository. With respect to Class A Certificates registered in the Register in the name of Cede & Co., as nominee of the Depository, the ~~Seller~~Sponsor, the Master Servicer, the ~~Transferor~~ Certificate Insurer and the Trustee shall have no responsibility or obligation to ~~the Depository's "~~Direct ~~Participants"~~ or "Indirect ~~Participants"~~ Participants or beneficial owners for which the Depository holds Class A Certificates from time to time as a Depository. Without limiting the immediately preceding sentence, the ~~Seller~~Sponsor, the Master Servicer, the ~~Transferor~~ Certificate Insurer and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Class A Certificates, (ii) the delivery to any Direct or Indirect Participant or any other Person, other than a registered Owner of a Class A Certificate as shown in the Register, of any notice with respect to the Class A Certificates or (iii) the payment ~~to, or withholding with respect to,~~ to any Direct or Indirect Participant or any other Person, other than a registered Owner of a Class A Certificate as shown in the Register, of any amount with respect to any distribution of principal or interest on the Class A Certificates. No Person other than a registered Owner of a Class A Certificate as shown in the Register shall receive a certificate evidencing such Class A Certificate. The Certificate Issuer shall have no responsibility for or obligation with respect to the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Class A Certificates. Upon delivery by the Depository to the Trustee of written notice to the effect that the Depository has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions hereof with respect to the payment of interest by the mailing of checks or drafts to the registered Owners of Class A Certificates appearing as registered Owners in the registration books maintained by the Trustee at the close of business on a Record Date, the name "Cede & Co." in this Agreement shall refer to such new nominee of the Depository. (h) In the event that (i) the Depository or the ~~Seller~~ Sponsor advises the Trustee and the Certificate Insurer in writing that the Depository is no longer willing or able to discharge properly its responsibilities as nominee and depository with respect to the Class A Certificates and the ~~Seller~~ Sponsor or the Trustee is unable to locate a qualified ~~successor,~~ successor or (ii) the ~~Seller~~ Sponsor at its sole option elects to terminate the book-entry system through the Depository or (iii) after an Event of Default, Owners of Certificates evidencing at least 51% Percentage Interests of any Class affected thereby notify the Seller that the continuation of a book-entry system is not in the best interests of such Class of OwnersDepository, the Class A Certificates ~~or any Class, as applicable,~~ shall no longer be restricted to being registered in the Register in the name of Cede & Co. (or a successor nominee) as nominee of the Depository. At that time, the Sponsor may determine that the Class A Certificates shall be registered in the name of and deposited with a successor depository operating a global book-entry system, as may be acceptable to the ~~Seller~~Sponsor, or such depository's agent or designee but, if the ~~Seller~~ Sponsor does not select such alternative global 51 58 book-entry system, then ~~the Trustee shall notify the Owners of the Class A Certificates in writing of the termination of the book-entry system and~~ the Class A Certificates may be registered in whatever name or names registered Owners of Class A Certificates transferring Class A Certificates shall designate, in accordance with the provisions hereof; provided, that the cost of any such re-registration shall be paid by the Sponsor. (i) Notwithstanding any other provision of this Agreement to the contrary, so long as any Class A Certificate is registered in the name of Cede & Co., as nominee of the Depository, all distributions of principal or interest on such Class A Certificates as the case may be and all notices with respect to such Class A Certificates as the case may be shall be made and given, respectively, in the manner provided in the Representation Letter. (j) None of the Sponsor, the Master Servicer, the Certificate Insurer, or the Trustee will have any liability for any actions taken by DTC or its nominee, Euroclear or Clearstream, including, without limitation, actions for any aspect of the records relating to or payments made on account of beneficial ownership interests in the Class A Certificates held by Euroclear, Clearstream or Cede & Co., as nominee for DTC, or for maintaining supervising or reviewing any records relating to such beneficial ownership interests.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Advanta Mortgage Loan Trust 2000 2)

Registration and Transfer of Certificates. (a) The Trustee shall cause to be kept a register (the "Register") in which, subject to such reasonable regulations as it may prescribe, the Trustee shall provide for the registration of Certificates and the registration of transfer of Certificates. The Trustee is hereby initially appointed Registrar for the purpose of registering Certificates and transfers of Certificates as herein provided. The Owners and the Trustee shall have the right to inspect the Register during the Trustee's normal hours and to obtain copies thereof, and the Trustee shall have the right to rely upon a certificate executed on behalf of the Registrar by an Authorized Officer thereof as to the names and addresses of the Owners of the Certificates and the principal amounts and numbers of such Certificates. If a Person other than the Trustee is appointed as Registrar by the Owners of a majority of the aggregate Percentage Interests represented by the Offered Certificates then Outstanding or if there are no longer any Offered Certificates then outstanding, by such majority of the Percentage Interests represented by the Class R Certificates, such Owners shall give the Trustee and the Owners prompt written notice of the appointment of such Registrar and of the location, and any change in the location, of the Register. In connection with any such appointment the reasonable fees of the Registrar shall be paid, as expenses of the Trust, pursuant to Section 7.06 hereof. (b) Subject to the provisions of Section ~~5.8 hereof with respect to the Unregistered Certificates~~5.08 hereof, upon surrender for registration of transfer of any Certificate at the office designated as the location of the Register, upon the direction of the Registrar, the Trustee shall ~~execute and~~ execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of a like Class and in the aggregate principal amount or ~~notional amount~~ percentage interest of the Certificate so surrendered. (c) At the option of any Owner, Certificates of any Class owned by such Owner may be exchanged for other Certificates authorized of like ~~Class,~~ Class and tenor and a like aggregate original principal amount or ~~notional amount~~ percentage interest and bearing numbers not contemporaneously outstanding, upon surrender of the Certificates to be exchanged at the office designated as the location of the Register. Whenever any Certificate is so surrendered for exchange, upon the direction of the Registrar, the Trustee shall ~~execute and~~ execute, authenticate and deliver the Certificate or Certificates which the Owner making the exchange is entitled to receive. (d) All Certificates issued upon any registration of transfer or exchange of Certificates shall be valid evidence of the same ownership interests in the Trust and entitled to the same benefits under this Agreement as the Certificates surrendered upon such registration of transfer or exchange. (e) Every Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the ~~Trustee~~ Registrar duly executed by the Owner thereof or his attorney duly authorized in writing. (f) No service charge shall be made to an Owner for any registration of transfer or exchange of Certificates, but the Registrar or Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Certificates; any other expenses in connection with such transfer or exchange shall be an expense of the Trust. (g) It is intended that the ~~Class A~~ Offered Certificates be registered so as to participate in a global book-entry system with the Depository, as set forth herein. Each Class of ~~Class A~~ Offered Certificates ~~shall~~ shall, except as otherwise provided in Subsection (h), be initially issued in the form of a single fully registered Class A Certificate of the related Class with a denomination equal to the original principal balance of the related Class. Upon initial issuance, the ownership of such Class A Certificates shall be registered in the Register in the name of Cede & Co., or any successor thereto, as nominee for the Depository. The minimum denominations shall be $1,000 for any Class A Certificate, $100,000 for any Class B Certificate, and 10% Percentage Interest for any Residual Certificate. The Seller and the Trustee are hereby authorized to execute and deliver the Representation Letter with the Depository. With respect to Class A Certificates registered in the Register in the name of Cede & Co., as nominee of the Depository, the Seller, the Master Servicer, the Transferor and the Trustee shall have no responsibility or obligation to the Depository's "Direct Participants" or "Indirect Participants" or beneficial owners for which the Depository holds Class A Certificates from time to time as a Depository. Without limiting the immediately preceding sentence, the Seller, the Master Servicer, the Transferor and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Class A Certificates, (ii) the delivery to any Direct or Indirect Participant or any other Person, other than a registered Owner of a Class A Certificate as shown in the Register, of any notice with respect to the Class A Certificates or (iii) the payment to, or withholding with respect to, any Direct or Indirect Participant or any other Person, other than a registered Owner of a Class A Certificate as shown in the Register, of any amount with respect to any distribution of principal or interest on the Class A Certificates. No Person other than a registered Owner of a Class A Certificate as shown in the Register shall receive a certificate evidencing such Class A Certificate. The Certificate Issuer shall have no responsibility for or obligation with respect to the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Class A Certificates. Upon delivery by the Depository to the Trustee of written notice to the effect that the Depository has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions hereof with respect to the payment of interest by the mailing of checks or drafts to the registered Owners of Class A Certificates appearing as registered Owners in the registration books maintained by the Trustee at the close of business on a Record Date, the name "Cede & Co." in this Agreement shall refer to such new nominee of the Depository. (h) In the event that (i) the Depository or the Seller advises the Trustee in writing that the Depository is no longer willing or able to discharge properly its responsibilities as nominee and depository with respect to the Class A Certificates and the Seller is unable to locate a qualified successor, (ii) the Seller at its sole option elects to terminate the book-entry system through the Depository or (iii) after an Event of Default, Owners of Certificates evidencing at least 51% Percentage Interests of any Class affected thereby notify the Seller that the continuation of a book-entry system is not in the best interests of such Class of Owners, the Class A Certificates or any Class, as applicable, shall no longer be restricted to being registered in the Register in the name of Cede & Co. (or a successor nominee) as nominee of the Depository. At that time, the Class A Certificates shall be registered in the name of and deposited with a successor depository operating a global book-entry system, as may be acceptable to the Seller, or such depository's agent or designee but, if the Seller does not select such alternative global book-entry system, then the Trustee shall notify the Owners of the Class A Certificates in writing of the termination of the book-entry system and the Class A Certificates may be registered in whatever name or names registered Owners of Class A Certificates transferring Class A Certificates shall designate, in accordance with the provisions hereof. (i) Notwithstanding any other provision of this Agreement to the contrary, so long as any Class A Certificate is registered in the name of Cede & Co., as nominee of the Depository, all distributions of principal or interest on such Class A Certificates and all notices with respect to such Class A Certificates shall be made and given, respectively, in the manner provided in the Representation Letter.Offered

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Imc Home Equity Loan Trust 1997-5)

Registration and Transfer of Certificates. (a) The Trustee shall cause to be kept a register (the "Register") in which, subject to such reasonable regulations as it may prescribe, the Trustee shall provide for the registration of Certificates and the registration of transfer of Certificates. The Trustee is hereby initially appointed Registrar for the purpose of registering Certificates and transfers of Certificates as herein provided. The Owners and the Trustee shall have the right to inspect the Register during the Trustee's normal hours and to obtain copies thereof, and the Trustee shall have the right to rely upon a certificate executed on behalf of the Registrar by an Authorized Officer thereof as to the names and addresses of the Owners of the Certificates and the principal amounts and numbers of such Certificates. If a Person other than the Trustee is appointed as Registrar by the Owners of a majority of the aggregate Percentage Interests represented by the Offered Certificates then Outstanding or if there are no longer any Offered Certificates then outstanding, by such majority of the Percentage Interests represented by the Class R Certificates, such Owners shall give the Trustee and the Owners prompt written notice of the appointment of such Registrar and of the location, and any change in the location, of the Register. In connection with any such appointment the reasonable fees of the Registrar shall be paid, as expenses of the Trust, pursuant to Section 7.06 hereof. (b) Subject to the provisions of Section ~~5.8 hereof with respect to the Unregistered Certificates~~5.08 hereof, upon surrender for registration of transfer of any Certificate at the office designated as the location of the Register, upon the direction of the Registrar, the Trustee shall ~~execute and~~ execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of a like Class and in the aggregate principal amount or ~~notional amount~~ percentage interest of the Certificate so surrendered. (c) At the option of any Owner, Certificates of any Class owned by such Owner may be exchanged for other Certificates authorized of like ~~Class,~~ Class and tenor and a like aggregate original principal amount or ~~notional amount~~ percentage interest and bearing numbers not contemporaneously outstanding, upon surrender of the Certificates to be exchanged at the office designated as the location of the Register. Whenever any Certificate is so surrendered for exchange, upon the direction of the Registrar, the Trustee shall ~~execute and~~ execute, authenticate and deliver the Certificate or Certificates which the Owner making the exchange is entitled to receive. (d) All Certificates issued upon any registration of transfer or exchange of Certificates shall be valid evidence of the same ownership interests in the Trust and entitled to the same benefits under this Agreement as the Certificates surrendered upon such registration of transfer or exchange. (e) Every Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the ~~Trustee~~ Registrar duly executed by the Owner thereof or his attorney duly authorized in writing. (f) No service charge shall be made to an Owner for any registration of transfer or exchange of Certificates, but the Registrar or Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Certificates; any other expenses in connection with such transfer or exchange shall be an expense of the Trust. (g) It is intended that the ~~Class A~~ Offered Certificates be registered so as to participate in a global book-entry system with the Depository, as set forth herein. Each Class of ~~Class A~~ Offered Certificates ~~shall~~ shall, except as otherwise provided in Subsection (h), be initially issued in the form of a single fully registered ~~Class A~~ Offered Certificate of ~~the related Class with a denomination equal to the original principal balance of the related~~ such Class. Upon initial issuance, the ownership of each such ~~Class A Certificates~~ Offered Certificate shall be registered in the Register in the name of Cede & Co., or any successor thereto, as nominee for the Depository. ~~The minimum denominations~~ On the Startup Day, no Offered Certificates (other than the Class A-7IO Certificates) shall be issued in denominations of less than $25,000 and integral multiples of $1,000 ~~for any~~ in excess thereof. On the Startup Day, the Class ~~A Certificate,~~ A-7IO Certificates shall be issued in denominations of no less than $~~100,000 for any~~ 25,000 (based on the Class ~~B Certificate,~~ A-7IO Notional Principal Amount thereof) and ~~10% Percentage Interest for any Residual Certificate~~integral multiples of $1,000 in excess thereof. The ~~Seller~~ Depositor and the Trustee are hereby authorized to execute and deliver the Representation Letter with the ~~Depository~~Depository in the form provided to the Trustee by the Depositor. With respect to ~~Class A~~ the Offered Certificates registered in the Register in the name of Cede & Co., as nominee of the Depository, the ~~Seller~~Depositor, the ~~Master~~ Servicer, the ~~Transferor~~ Seller and the Trustee shall have no responsibility or obligation to ~~the Depository's "~~Direct ~~Participants"~~ or "Indirect ~~Participants"~~ Participants or beneficial owners for which the Depository holds ~~Class A~~ Offered Certificates from time to time as a Depository. Without limiting the immediately preceding sentence, the ~~Seller~~Depositor, the ~~Master~~ Servicer, the ~~Transferor~~ Seller and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the ~~Class A~~ Offered Certificates, (ii) the delivery to any Direct or Indirect Participant or any other Person, other than a registered Owner of a ~~Class A~~ Offered Certificate as shown in the Register, of any notice with respect to the ~~Class A~~ Offered Certificates or (iii) the payment ~~to, or withholding with respect to,~~ to any Direct or Indirect Participant or any other Person, other than a registered Owner of a ~~Class A~~ Offered Certificate as shown in the Register, of any amount with respect to any distribution of principal or interest on the ~~Class A~~ Offered Certificates. No Person other than a registered Owner of a ~~Class A~~ Offered Certificate as shown in the Register shall receive a certificate evidencing such ~~Class A~~ Offered Certificate. The Certificate Issuer shall have no responsibility for or obligation with respect to the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Class A Certificates. Upon delivery by the Depository to the Trustee of written notice to the effect that the Depository has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions hereof with respect to the payment of interest by the mailing of checks or drafts to the registered Owners of ~~Class A~~ Offered Certificates appearing as registered Owners in the registration books maintained by the Trustee at the close of business on a Record Date, the name "Cede & Co." in this Agreement shall refer to such new nominee of the Depository. (h) In the event that (i) the Depository or the Seller advises the Trustee in writing that the Depository is no longer willing or able to discharge properly its responsibilities as nominee and depository with respect to the ~~Class A~~ Offered Certificates and the Seller or the Trustee is unable to locate a qualified successor, or (ii) the Seller at its sole option elects to terminate the book-entry system through the ~~Depository~~ Depository, or (iii) ~~after~~ following an Event of Default, the Owners of ~~Certificates evidencing at least 51%~~ a majority of the Percentage Interests of ~~any Class affected thereby notify~~ the ~~Seller that~~ Offered Certificates elect to discontinue the ~~continuation of a~~ book-entry system is as not in ~~the~~ their best ~~interests of such Class of Owners~~interests, the ~~Class A~~ Offered Certificates ~~or any Class, as applicable,~~ shall no longer be restricted to being registered in the Register in the name of Cede & Co. (or a successor nominee) as nominee of the Depository. At that time, the ~~Class A~~ Seller may determine that the Offered Certificates shall be registered in the name of and deposited with a successor depository operating a global book-entry system, as may be acceptable to the Seller and at the Seller's expense, or such depository's agent or designee but, if the Seller does not select such alternative global book-entry system, then the ~~Trustee shall notify the Owners of the Class A Certificates in writing of the termination of the book-entry system and the Class A~~ Offered Certificates may be registered in whatever name or names registered Owners of ~~Class A~~ Offered Certificates transferring ~~Class A~~ Offered Certificates shall designate, in accordance with the provisions hereof. (i) Notwithstanding any other provision of this Agreement to the contrary, so long as any ~~Class A~~ Offered Certificate is registered in the name of Cede & Co., as nominee of the Depository, all distributions of principal or interest on such ~~Class A~~ Offered Certificates and all notices with respect to such ~~Class A~~ Offered Certificates shall be made and given, respectively, in the manner provided in the Representation Letter.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Imc Home Equity Loan Trust 1998-1)

Registration and Transfer of Certificates. (a) The ~~Trustee~~ Trustee, as registrar, shall cause to be kept a register (the "Register") in which, subject to such reasonable regulations as it may prescribe, the Trustee shall provide for the registration of Certificates and the registration of transfer of Certificates. The Trustee is hereby appointed registrar (the "Registrar") for the purpose of registering Certificates and transfers of Certificates as herein provided. The Owners and the Certificate Insurer shall have the right to inspect the Register during business hours upon reasonable notice (but no less than 2 Business Days) and to obtain copies thereof. (b) Subject to the provisions of Section 5.8 ~~hereof with respect to the Unregistered Certificates~~hereof, upon surrender for registration of transfer of any Certificate at the office designated as the location of the Register, the Trustee shall ~~execute and~~ execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of a like Class and in the aggregate principal ~~or notional~~ amount of the Certificate so surrendered. (c) At the option of any Owner, Certificates of any Class owned by such Owner may be exchanged for other Certificates authorized of like Class, ~~tenor and a like~~ tenor, aggregate original principal ~~or notional~~ amount and bearing numbers not contemporaneously outstanding, upon surrender of the Certificates to be exchanged at the office designated as the location of the Register. Whenever any Certificate is so surrendered for exchange, the Trustee shall ~~execute and~~ execute, authenticate and deliver the Certificate or Certificates which the Owner making the exchange is entitled to receive. (d) All Certificates issued upon any registration of transfer or exchange of Certificates shall be valid evidence of the same ownership interests in the Trust and entitled to the same benefits under this Agreement as the Certificates surrendered upon such registration of transfer or exchange. (e) Every Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee duly executed by the Owner thereof or his attorney duly authorized in writing. (f) No service charge shall be made to an Owner for any registration of transfer or exchange of Certificates, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Certificates; any other expenses in connection with such transfer or exchange shall be an expense of the Trust. (g) It is intended that the Class A Certificates be registered so as to participate in a global book-entry system with the Depository, as set forth herein. Each Class of Class A Certificates ~~shall~~ shall, except as otherwise provided in the next paragraph, be initially issued in the form of a single fully registered Class A Certificate ~~of the related Class~~ with a denomination equal to the ~~original principal balance~~ Original Certificate Principal Balance of ~~the related~~ such Class. Upon initial issuance, the ownership of each such Class A ~~Certificates~~ Certificate shall be registered in the Register in the name of Cede & Co., or any successor thereto, as nominee for the Depository. ~~The minimum denominations~~ On the Startup Day, no Class A Certificates shall be issued in denominations of less than $1,000 except for ~~any~~ one Certificate of each Class ~~A Certificate,~~ which may be in a denomination of less than $~~100,000 for any Class B Certificate, and 10% Percentage Interest for any Residual Certificate~~1,000; accordingly the Trust shall not issue tail certificates on the Startup Day. The Seller and the Trustee are hereby authorized to execute and deliver the Representation Letter with the Depository. With respect to Class A Certificates registered in the Register in the name of Cede & Co., as nominee of the Depository, the Seller, the ~~Master Servicer, the Transferor~~ Servicer and the Trustee shall have no responsibility or obligation to ~~the Depository's "~~Direct ~~Participants"~~ or "Indirect ~~Participants"~~ Participants or beneficial owners for which the Depository holds Class A Certificates from time to time as a Depository. Without limiting the immediately preceding sentence, the Seller, the ~~Master Servicer, the Transferor~~ Servicer and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Class A Certificates, (ii) the delivery to any Direct or Indirect Participant or any other Person, other than a registered Owner of a Class A Certificate as shown in the Register, of any notice with respect to the Class A Certificates or (iii) the payment ~~to, or withholding with respect to,~~ to any Direct or Indirect Participant or any other Person, other than a registered Owner of a Class A Certificate as shown in the Register, of any amount with respect to any distribution of principal or interest on the Class A Certificates. No Person other than a registered Owner of a Class A Certificate as shown in the Register shall receive a certificate evidencing such Class A Certificate. The Certificate Issuer shall have no responsibility for or obligation with respect to the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Class A Certificates. Upon delivery by the Depository to the Trustee of written notice to the effect that the Depository has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions hereof with respect to the payment of interest by the mailing of checks or drafts to the registered Owners of Class A Certificates appearing as registered Owners in the registration books maintained by the Trustee at the close of business on a Record Date, the name "Cede & Co." in this Agreement shall refer to such new nominee of the Depository. (h) In the event that (i) the Depository or the Seller advises the Trustee and the Certificate Insurer in writing that the Depository is no longer willing or able to discharge properly its responsibilities as nominee and depository with respect to the Class A Certificates and the Seller or the Trustee is unable to locate a qualified ~~successor,~~ successor or (ii) the Seller at its sole option elects to terminate the book-entry system through the Depository or (iii) after an Event of Default, Owners of Certificates evidencing at least 51% Percentage Interests of any Class affected thereby notify the Seller that the continuation of a book-entry system is not in the best interests of such Class of OwnersDepository, the Class A Certificates ~~or any Class, as applicable,~~ shall no longer be restricted to being registered in the Register in the name of Cede & Co. (or a successor nominee) as nominee of the Depository. At that time, the Seller may determine that the Class A Certificates shall be registered in the name of and deposited with a successor depository operating a global book-entry system, as may be acceptable to the Seller and at the Seller's expense, or such depository's agent or designee but, if the Seller does not select such alternative global book-entry system, then ~~the Trustee shall notify the Owners of the Class A Certificates in writing of the termination of the book-entry system and~~ the Class A Certificates may be registered in whatever name or names registered Owners of Class A Certificates transferring Class A Certificates shall designate, in accordance with the provisions hereof. (i) Notwithstanding any other provision of this Agreement to the contrary, so long as any Class A Certificate is registered in the name of Cede & Co., as nominee of the Depository, all distributions of principal or interest on such Class A Certificates and all notices with respect to such Class A Certificates shall be made and given, respectively, in the manner provided in the Representation Letter.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (First Alliance Mortgage Loan Trust 1998-3)

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Access Financial Lending Corp)

Registration and Transfer of Certificates. (a) The Trustee shall cause to be kept a register (the "Register") in which, subject to such reasonable regulations as it may prescribe, the Trustee shall provide for the registration of Certificates and the registration of transfer of Certificates. The Trustee is hereby initially appointed Registrar for the purpose of registering Certificates and transfers of Certificates as herein provided. The Certificate Insurer, the Owners and the Trustee shall have the right to inspect the Register during the Trustee's normal hours and to obtain copies thereof, and the Trustee shall have the right to rely upon a certificate executed on behalf of the Registrar by an Authorized Officer thereof as to the names and addresses of the Owners of the Certificates and the principal amounts and numbers of such Certificates. If a Person other than the Trustee is appointed as Registrar by the Owners of a majority of the aggregate Percentage Interests represented by the Class A Certificates then Outstanding with the consent of the Certificate Insurer or if there are no longer any Class A Certificates then outstanding, by such majority of the Percentage Interests represented by the Class R Certificates, such Owners shall give the Certificate Insurer, the Trustee and the Owners prompt written notice of the appointment of such Registrar and of the location, and any change in the location, of the Register. In connection with any such appointment the reasonable fees of the Registrar shall be paid, as expenses of the Trust, pursuant to Section 7.06 hereof. (b) Subject to the provisions of Section ~~5.8 hereof with respect to the Unregistered Certificates~~5.08 hereof, upon surrender for registration of transfer of any Certificate at the office designated as the location of the Register, upon the direction of the Registrar, the Trustee shall ~~execute and~~ execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of a like Class and in the aggregate principal amount or ~~notional amount~~ percentage interest of the Certificate so surrendered. (c) At the option of any Owner, Certificates of any Class owned by such Owner may be exchanged for other Certificates authorized of like ~~Class,~~ Class and tenor and a like aggregate original principal amount or ~~notional amount~~ percentage interest and bearing numbers not contemporaneously outstanding, upon surrender of the Certificates to be exchanged at the office designated as the location of the Register. Whenever any Certificate is so surrendered for exchange, upon the direction of the Registrar, the Trustee shall ~~execute and~~ execute, authenticate and deliver the Certificate or Certificates which the Owner making the exchange is entitled to receive. (d) All Certificates issued upon any registration of transfer or exchange of Certificates shall be valid evidence of the same ownership interests in the Trust and entitled to the same benefits under this Agreement as the Certificates surrendered upon such registration of transfer or exchange. (e) Every Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the ~~Trustee~~ Registrar duly executed by the Owner thereof or his attorney duly authorized in writing. (f) No service charge shall be made to an Owner for any registration of transfer or exchange of Certificates, but the Registrar or Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Certificates; any other expenses in connection with such transfer or exchange shall be an expense of the Trust. (g) It is intended that the Class A Certificates be registered so as to participate in a global book-entry system with the Depository, as set forth herein. Each Class of Class A Certificates shall be initially issued in the form of a single fully registered Class A Certificate of the related Class with a denomination equal to the original principal balance of the related Class. Upon initial issuance, the ownership of such Class A Certificates shall be registered in the Register in the name of Cede & Co., or any successor thereto, as nominee for the Depository. The minimum denominations shall be $1,000 for any Class A Certificate, $100,000 for any Class B Certificate, and 10% Percentage Interest for any Residual Certificate. The Seller and the Trustee are hereby authorized to execute and deliver the Representation Letter with the Depository. With respect to Class A Certificates registered in the Register in the name of Cede & Co., as nominee of the Depository, the Seller, the Master Servicer, the Transferor and the Trustee shall have no responsibility or obligation to the Depository's "Direct Participants" or "Indirect Participants" or beneficial owners for which the Depository holds Class A Certificates from time to time as a Depository. Without limiting the immediately preceding sentence, the Seller, the Master Servicer, the Transferor and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Class A Certificates, (ii) the delivery to any Direct or Indirect Participant or any other Person, other than a registered Owner of a Class A Certificate as shown in the Register, of any notice with respect to the Class A Certificates or (iii) the payment to, or withholding with respect to, any Direct or Indirect Participant or any other Person, other than a registered Owner of a Class A Certificate as shown in the Register, of any amount with respect to any distribution of principal or interest on the Class A Certificates. No Person other than a registered Owner of a Class A Certificate as shown in the Register shall receive a certificate evidencing such Class A Certificate. The Certificate Issuer shall have no responsibility for or obligation with respect to the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Class A Certificates. Upon delivery by the Depository to the Trustee of written notice to the effect that the Depository has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions hereof with respect to the payment of interest by the mailing of checks or drafts to the registered Owners of Class A Certificates appearing as registered Owners in the registration books maintained by the Trustee at the close of business on a Record Date, the name "Cede & Co." in this Agreement shall refer to such new nominee of the Depository. (h) In the event that (i) the Depository or the Seller advises the Trustee in writing that the Depository is no longer willing or able to discharge properly its responsibilities as nominee and depository with respect to the Class A Certificates and the Seller is unable to locate a qualified successor, (ii) the Seller at its sole option elects to terminate the book-entry system through the Depository or (iii) after an Event of Default, Owners of Certificates evidencing at least 51% Percentage Interests of any Class affected thereby notify the Seller that the continuation of a book-entry system is not in the best interests of such Class of Owners, the Class A Certificates or any Class, as applicable, shall no longer be restricted to being registered in the Register in the name of Cede & Co. (or a successor nominee) as nominee of the Depository. At that time, the Class A Certificates shall be registered in the name of and deposited with a successor depository operating a global book-entry system, as may be acceptable to the Seller, or such depository's agent or designee but, if the Seller does not select such alternative global book-entry system, then the Trustee shall notify the Owners of the Class A Certificates in writing of the termination of the book-entry system and the Class A Certificates may be registered in whatever name or names registered Owners of Class A Certificates transferring Class A Certificates shall designate, in accordance with the provisions hereof. (i) Notwithstanding any other provision of this Agreement to the contrary, so long as any Class A Certificate is registered in the name of Cede & Co., as nominee of the Depository, all distributions of principal or interest on such Class A Certificates and all notices with respect to such Class A Certificates shall be made and given, respectively, in the manner provided in the Representation Letter.of

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Imc Home Equity Loan Trust 1997-7)

Registration and Transfer of Certificates. (a) The Trustee shall cause to be kept a register (the "Register") in which, subject to such reasonable regulations as it may prescribe, the Trustee shall provide for the registration of Certificates and the registration of transfer of Certificates. The Trustee is hereby initially appointed Registrar for the purpose of registering Certificates and transfers of Certificates as herein provided. The Certificate Insurer, the Owners and the Trustee shall have the right to inspect the Register during the Trustee's normal hours and to obtain copies thereof, and the Trustee shall have the right to rely upon a certificate executed on behalf of the Registrar by an Authorized Officer thereof as to the names and addresses of the Owners of the Certificates and the principal amounts and numbers of such Certificates. If a Person other than the Trustee is appointed as Registrar by the Owners of a majority of the aggregate Percentage Interests represented by the Class A Certificates then Outstanding with the consent of the Certificate Insurer, or if there are no longer any Class A Certificates then outstanding, by such majority of the Percentage Interests represented by the Class R Certificates, the Trustee will give the Certificate Insurer and the Owners prompt written notice of the appointment of such Registrar and of the location, and any change in the location, of the Register. In connection with any such appointment the annual fees of the bank then serving as Trustee and Registrar shall thenceforth be reduced by the amount to be agreed upon by the Trustee and the Depositor at such time and the reasonable fees of the Registrar shall be paid, as expenses of the Trust, pursuant to Section 7.05 hereof. (b) Subject to the provisions of Section ~~5.8 hereof with respect to the Unregistered Certificates~~5.08 hereof, upon surrender for registration of transfer of any Certificate at the office designated as the location of the Register, upon the direction of the Registrar the Depositor shall execute and the Trustee shall ~~execute and~~ authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of a like Class and in the aggregate principal amount or ~~notional amount~~ percentage interest of the Certificate so surrendered. (c) At the option of any Owner, Certificates of any Class owned by such Owner may be exchanged for other Certificates authorized of like ~~Class,~~ Class and tenor and a like aggregate original principal amount or ~~notional amount~~ percentage interest and bearing numbers not contemporaneously outstanding, upon surrender of the Certificates to be exchanged at the office designated as the location of the Register. Whenever any Certificate is so surrendered for exchange, upon the direction of the Registrar, the Depositor and the Trustee shall ~~execute and~~ execute, authenticate and deliver the Certificate or Certificates which the Owner making the exchange is entitled to receive. (d) All Certificates issued upon any registration of transfer or exchange of Certificates shall be valid evidence of the same ownership interests in the Trust and entitled to the same benefits under this Agreement as the Certificates surrendered upon such registration of transfer or exchange. (e) Every Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the ~~Trustee~~ Registrar duly executed by the Owner thereof or his attorney duly authorized in writing. (f) No service charge shall be made to an Owner for any registration of transfer or exchange of Certificates, but the Registrar or Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Certificates; any other expenses in connection with such transfer or exchange shall be an expense of the Trust. (g) It is intended that the Class A Certificates be registered so as to participate in a global book-entry system with the Depository, as set forth herein. Each Class of Class A Certificates ~~shall~~ shall, except as otherwise provided in Subsection (h), be initially issued in the form of a single fully registered Class A Certificate of ~~the related Class with a denomination equal to the original principal balance of the related~~ such Class. Upon initial issuance, the ownership of each such Class A ~~Certificates~~ Certificate shall be registered in the Register in the name of Cede & Co., or any successor thereto, as nominee for the Depository. ~~The minimum denominations~~ On the Startup Day, the Class A Certificates (other than the Class A-IO Certificates) shall be issued in denominations of no less than $1,000 ~~for any~~ and integral multiples thereof. On the Startup Day, the Class ~~A Certificate,~~ A-IO Certificates shall be issued in denominations of no less than $~~100,000 for any~~ 1,000 (based on the related Class ~~B Certificate,~~ A-7IO or Class A-8IO Notional Principal Amount thereof) and ~~10% Percentage Interest for any Residual Certificate~~integral multiple thereof. The ~~Seller~~ Depositor and the Trustee are hereby authorized to execute and deliver the Representation Letter with the Depository. With respect to the Class A Certificates registered in the Register in the name of Cede & Co., as nominee of the Depository, the ~~Seller~~Depositor, the ~~Master~~ Servicer, the ~~Transferor~~ Sellers, the Certificate Insurer and the Trustee shall have no responsibility or obligation to ~~the Depository's "~~Direct ~~Participants"~~ or "Indirect ~~Participants"~~ Participants or beneficial owners for which the Depository holds Class A Certificates from time to time as a Depository. Without limiting the immediately preceding sentence, the ~~Seller~~Depositor, the ~~Master~~ Servicer, the ~~Transferor~~ Sellers, the Certificate Insurer and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Class A Certificates, (ii) the delivery to any Direct or Indirect Participant or any other Person, other than a registered Owner of a Class A Certificate as shown in the Register, of any notice with respect to the Class A Certificates or (iii) the payment ~~to, or withholding with respect to,~~ to any Direct or Indirect Participant or any other Person, other than a registered Owner of a Class A Certificate as shown in the Register, of any amount with respect to any distribution of principal or interest on the Class A Certificates. No Person other than a registered Owner of a Class A Certificate as shown in the Register shall receive a certificate evidencing such Class A Certificate. The Certificate Issuer shall have no responsibility for or obligation with respect to the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Class A Certificates. Upon delivery by the Depository to the Trustee of written notice to the effect that the Depository has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions hereof with respect to the payment of interest by the mailing of checks or drafts to the registered Owners of Class A Certificates appearing as registered Owners in the registration books maintained by the Trustee at the close of business on a Record Date, the name "Cede & Co." in this Agreement shall refer to such new nominee of the Depository. (h) In the event that (i) the Depository or the ~~Seller~~ Depositor advises the Trustee in writing that the Depository is no longer willing or able to discharge properly its responsibilities as nominee and depository with respect to the Class A Certificates and the ~~Seller~~ Depositor or the Trustee is unable to locate a qualified ~~successor,~~ successor or (ii) the ~~Seller~~ Depositor at its sole option elects to terminate the book-entry system through the Depository or (iii) after an Event of Default, Owners of Certificates evidencing at least 51% Percentage Interests of any Class affected thereby notify the Seller that the continuation of a book-entry system is not in the best interests of such Class of OwnersDepository, the Class A Certificates ~~or any Class, as applicable,~~ shall no longer be restricted to being registered in the Register in the name of Cede & Co. (or a successor nominee) as nominee of the Depository. At that time, the Depositor may determine that the Class A Certificates shall be registered in the name of and deposited with a successor depository operating a global book-entry system, as may be acceptable to the ~~Seller~~Depositor and at the Depositor's expense, or such depository's agent or designee but, if the ~~Seller~~ Depositor does not select such alternative global book-entry system, then ~~the Trustee shall notify the Owners of the Class A Certificates in writing of the termination of the book-entry system and~~ the Class A Certificates may be registered in whatever name or names registered Owners of Class A Certificates transferring Class A Certificates shall designate, in accordance with the provisions hereof. (i) Notwithstanding any other provision of this Agreement to the contrary, so long as any Class A Certificate is registered in the name of Cede & Co., as nominee of the Depository, all distributions of principal or interest on such Class A Certificates and all notices with respect to such Class A Certificates shall be made and given, respectively, in the manner provided in the Representation Letter.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Contisecurities Asset Funding Corp)

Registration and Transfer of Certificates. (a) The Trustee shall cause to be kept a register (the "Register") in which, subject to such reasonable regulations as it may prescribe, the Trustee shall provide for the registration of Certificates and the registration of transfer of Certificates. The Trustee is hereby initially appointed Registrar for the purpose of registering Certificates and transfers of Certificates as herein provided. The Owners and the Trustee shall have the right to inspect the Register during the Trustee's normal hours and to obtain copies thereof, and the Trustee shall have the right to rely upon a certificate executed on behalf of the Registrar by an Authorized Officer thereof as to the names and addresses of the Owners of the Certificates and the principal amounts and numbers of such Certificates. If a Person other than the Trustee is appointed as Registrar by the Owners of a majority of the aggregate Percentage Interests represented by the Offered Certificates then Outstanding or if there are no longer any Offered Certificates then outstanding, by such majority of the Percentage Interests represented by the Class R Certificates, such Owners shall give the Trustee and the Owners prompt written notice of the appointment of such Registrar and of the location, and any change in the location, of the Register. In connection with any such appointment the reasonable fees of the Registrar shall be paid, as expenses of the Trust, pursuant to Section 7.06 hereof. (b) Subject to the provisions of Section ~~5.8 hereof with respect to the Unregistered Certificates~~5.08 hereof, upon surrender for registration of transfer of any Certificate at the office designated as the location of the Register, upon the direction of the Registrar, the Trustee shall ~~execute and~~ execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of a like Class and in the aggregate principal amount or ~~notional amount~~ percentage interest of the Certificate so surrendered. (c) At the option of any Owner, Certificates of any Class owned by such Owner may be exchanged for other Certificates authorized of like ~~Class,~~ Class and tenor and a like aggregate original principal amount or ~~notional amount~~ percentage interest and bearing numbers not contemporaneously outstanding, upon surrender of the Certificates to be exchanged at the office designated as the location of the Register. Whenever any Certificate is so surrendered for exchange, upon the direction of the Registrar, the Trustee shall ~~execute and~~ execute, authenticate and deliver the Certificate or Certificates which the Owner making the exchange is entitled to receive. (d) All Certificates issued upon any registration of transfer or exchange of Certificates shall be valid evidence of the same ownership interests in the Trust and entitled to the same benefits under this Agreement as the Certificates surrendered upon such registration of transfer or exchange. (e) Every Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the ~~Trustee~~ Registrar duly executed by the Owner thereof or his attorney duly authorized in writing. (f) No service charge shall be made to an Owner for any registration of transfer or exchange of Certificates, but the Registrar or Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Certificates; any other expenses in connection with such transfer or exchange shall be an expense of the Trust. (g) It is intended that the ~~Class A~~ Offered Certificates be registered so as to participate in a global ~~book-~~book entry system with the Depository, as set forth herein. Each Class of ~~Class A~~ Offered Certificates ~~shall~~ shall, except as otherwise provided in Subsection (h), be initially issued in the form of a single fully registered ~~Class A~~ Offered Certificate of ~~the related Class with a denomination equal to the original principal balance of the related~~ such Class. Upon initial issuance, the ownership of each such ~~Class A Certificates~~ Offered Certificate shall be registered in the Register in the name of Cede & Co., or any successor thereto, as nominee for the Depository. ~~The minimum denominations~~ On the Startup Day, no Offered Certificates (other than the Class A-7IO Certificates) shall be issued in denominations of less than $25,000 and integral multiples of $1,000 ~~for any~~ in excess thereof. On the Startup Day, the Class ~~A Certificate,~~ A-7IO Certificates shall be issued in denominations of no less than $~~100,000 for any~~ 25,000 (based on the Class ~~B Certificate,~~ A-7IO Notional Principal Amount thereof) and ~~10% Percentage Interest for any Residual Certificate~~integral multiples of $1,000 in excess thereof. The ~~Seller~~ Depositor and the Trustee are hereby authorized to execute and deliver the Representation Letter with the ~~Depository~~Depository in the form provided to the Trustee by the Depositor. With respect to ~~Class A~~ the Offered Certificates registered in the Register in the name of Cede & Co., as nominee of the Depository, the ~~Seller~~Depositor, the ~~Master~~ Servicer, the ~~Transferor~~ Seller and the Trustee shall have no responsibility or obligation to ~~the Depository's "~~Direct ~~Participants"~~ or "Indirect ~~Participants"~~ Participants or beneficial owners for which the Depository holds ~~Class A~~ Offered Certificates from time to time as a Depository. Without limiting the immediately preceding sentence, the ~~Seller~~Depositor, the ~~Master~~ Servicer, the ~~Transferor~~ Seller and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the ~~Class A~~ Offered Certificates, (ii) the delivery to any Direct or Indirect Participant or any other Person, other than a registered Owner of a ~~Class A~~ Offered Certificate as shown in the Register, of any notice with respect to the ~~Class A~~ Offered Certificates or (iii) the payment ~~to, or withholding with respect to,~~ to any Direct or Indirect Participant or any other Person, other than a registered Owner of a ~~Class A~~ Offered Certificate as shown in the Register, of any amount with respect to any distribution of principal or interest on the ~~Class A~~ Offered Certificates. No Person other than a registered Owner of a ~~Class A~~ Offered Certificate as shown in the Register shall receive a certificate evidencing such ~~Class A~~ Offered Certificate. The Certificate Issuer shall have no responsibility for or obligation with respect to the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Class A Certificates. Upon delivery by the Depository to the Trustee of written notice to the effect that the Depository has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions hereof with respect to the payment of interest by the mailing of checks or drafts to the registered Owners of ~~Class A~~ Offered Certificates appearing as registered Owners in the registration books maintained by the Trustee at the close of business on a Record Date, the name "Cede & Co." in this Agreement shall refer to such new nominee of the Depository. (h) In the event that (i) the Depository or the Seller advises the Trustee in writing that the Depository is no longer willing or able to discharge properly its responsibilities as nominee and depository with respect to the ~~Class A~~ Offered Certificates and the Seller or the Trustee is unable to locate a qualified successor, or (ii) the Seller at its sole option elects to terminate the ~~book-~~book entry system through the ~~Depository~~ Depository, or (iii) ~~after~~ following an Event of Default, the Owners of ~~Certificates evidencing at least 51%~~ a majority of the Percentage Interests of ~~any Class affected thereby notify~~ the ~~Seller that~~ Offered Certificates elect to discontinue the ~~continuation of a book-~~book entry system is as not in ~~the~~ their best ~~interests of such Class of Owners~~interests, the ~~Class A~~ Offered Certificates ~~or any Class, as applicable,~~ shall no longer be restricted to being registered in the Register in the name of Cede & Co. (or a successor nominee) as nominee of the Depository. At that time, the ~~Class A~~ Seller may determine that the Offered Certificates shall be registered in the name of and deposited with a successor depository operating a global ~~book-~~book entry system, as may be acceptable to the Seller and at the Seller's expense, or such depository's agent or designee but, if the Seller does not select such alternative global ~~book-~~book entry system, then the ~~Trustee shall notify the Owners of the Class A Certificates in writing of the termination of the book-entry system and the Class A~~ Offered Certificates may be registered in whatever name or names registered Owners of ~~Class A~~ Offered Certificates transferring ~~Class A~~ Offered Certificates shall designate, in accordance with the provisions hereof. (i) Notwithstanding any other provision of this Agreement to the contrary, so long as any ~~Class A~~ Offered Certificate is registered in the name of Cede & Co., as nominee of the Depository, all distributions of principal or interest on such ~~Class A~~ Offered Certificates and all notices with respect to such ~~Class A~~ Offered Certificates shall be made and given, respectively, in the manner provided in the Representation Letter.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Imc Home Equity Loan Trust 1998 5)

Registration and Transfer of Certificates. (a) The Trustee shall cause to be kept a register (the "Register") in which, subject to such reasonable regulations as it may prescribe, the Trustee shall provide for the registration of Certificates and the registration of transfer of Certificates. The Trustee is hereby initially appointed Registrar for the purpose of registering Certificates and transfers of Certificates as herein provided. The Certificate Insurer, the Owners and the Trustee shall have the right to inspect the Register during the Trustee's normal hours and to obtain copies thereof, and the Trustee shall have the right to rely upon a certificate executed on behalf of the Registrar by an Authorized Officer thereof as to the names and addresses of the Owners of the Certificates and the principal amounts and numbers of such Certificates. If a Person other than the Trustee is appointed as Registrar by the Owners of a majority of the aggregate Percentage Interests represented by the Class A Certificates then Outstanding with the consent of the Certificate Insurer or if there are no longer any Class A Certificates then outstanding, by such majority of the Percentage Interests represented by the Class R Certificates, such Owners shall give the Trustee, the Certificate Insurer and the Owners prompt written notice of the appointment of such Registrar and of the location, and any change in the location, of the Register. In connection with any such appointment the reasonable fees of the Registrar shall be paid, as expenses of the Trust, pursuant to Section 7.06 hereof. (b) Subject to the provisions of Section ~~5.8 hereof with respect to the Unregistered Certificates~~5.08 hereof, upon surrender for registration of transfer of any Certificate at the office designated as the location of the Register, upon the direction of the Registrar, the Trustee shall ~~execute and~~ execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of a like Class and in the aggregate principal amount or ~~notional amount~~ percentage interest of the Certificate so surrendered. (c) At the option of any Owner, Certificates of any Class owned by such Owner may be exchanged for other Certificates authorized of like ~~Class,~~ Class and tenor and a like aggregate original principal amount or ~~notional amount~~ percentage interest and bearing numbers not contemporaneously outstanding, upon surrender of the Certificates to be exchanged at the office designated as the location of the Register. Whenever any Certificate is so surrendered for exchange, upon the direction of the Registrar, the Trustee shall ~~execute and~~ execute, authenticate and deliver the Certificate or Certificates which the Owner making the exchange is entitled to receive. (d) All Certificates issued upon any registration of transfer or exchange of Certificates shall be valid evidence of the same ownership interests in the Trust and entitled to the same benefits under this Agreement as the Certificates surrendered upon such registration of transfer or exchange. (e) Every Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the ~~Trustee~~ Registrar duly executed by the Owner thereof or his attorney duly authorized in writing. (f) No service charge shall be made to an Owner for any registration of transfer or exchange of Certificates, but the Registrar or Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Certificates; any other expenses in connection with such transfer or exchange shall be an expense of the Trust. (g) It is intended that the Class A Certificates be registered so as to participate in a global book-entry system with the Depository, as set forth herein. Each Class of Class A Certificates ~~shall~~ shall, except as otherwise provided in Subsection (h), be initially issued in the form of a single fully registered Class A Certificate of ~~the related Class with a denomination equal to the original principal balance of the related~~ such Class. Upon initial issuance, the ownership of each such Class A ~~Certificates~~ Certificate shall be registered in the Register in the name of Cede & Co., or any successor thereto, as nominee for the Depository. ~~The minimum denominations~~ On the Startup Day, no Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7 or Class A-8 Certificates shall be issued in denominations of less than $1,000 ~~for any Class A Certificate, $100,000 for any Class B Certificate,~~ and ~~10% Percentage Interest for any Residual Certificate~~integral multiples thereof. The ~~Seller~~ Depositor and the Trustee are hereby authorized to execute and deliver the Representation Letter with the ~~Depository~~Depository in the form provided to the Trustee by the Depositor. With respect to the Class A Certificates registered in the Register in the name of Cede & Co., as nominee of the Depository, the Depositor, the Servicer, the Seller, the ~~Master Servicer, the Transferor~~ Certificate Insurer and the Trustee shall have no responsibility or obligation to ~~the Depository's "~~Direct ~~Participants"~~ or "Indirect ~~Participants"~~ Participants or beneficial owners for which the Depository holds Class A Certificates from time to time as a Depository. Without limiting the immediately preceding sentence, the Depositor, the Servicer, the Seller, the ~~Master Servicer, the Transferor~~ Certificate Insurer and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Class A Certificates, (ii) the delivery to any Direct or Indirect Participant or any other Person, other than a registered Owner of a Class A Certificate as shown in the Register, of any notice with respect to the Class A Certificates or (iii) the payment ~~to, or withholding with respect to,~~ to any Direct or Indirect Participant or any other Person, other than a registered Owner of a Class A Certificate as shown in the Register, of any amount with respect to any distribution of principal or interest on the Class A Certificates. No Person other than a registered Owner of a Class A Certificate as shown in the Register shall receive a certificate evidencing such Class A Certificate. The Certificate Issuer shall have no responsibility for or obligation with respect to the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Class A Certificates. Upon delivery by the Depository to the Trustee of written notice to the effect that the Depository has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions hereof with respect to the payment of interest by the mailing of checks or drafts to the registered Owners of Class A Certificates appearing as registered Owners in the registration books maintained by the Trustee at the close of business on a Record Date, the name "Cede & Co." in this Agreement shall refer to such new nominee of the Depository. (h) In the event that (i) the Depository or the Seller advises the Trustee in writing that the Depository is no longer willing or able to discharge properly its responsibilities as nominee and depository with respect to the Class A Certificates and the Seller or the Trustee is unable to locate a qualified ~~successor,~~ successor or (ii) the Seller at its sole option elects to terminate the book-entry system through the Depository or (iii) after an Event of Default, Owners of Certificates evidencing at least 51% Percentage Interests of any Class affected thereby notify the Seller that the continuation of a book-entry system is not in the best interests of such Class of OwnersDepository, the Class A Certificates ~~or any Class, as applicable,~~ shall no longer be restricted to being registered in the Register in the name of Cede & Co. (or a successor nominee) as nominee of the Depository. At that time, the Seller may determine that the Class A Certificates shall be registered in the name of and deposited with a successor depository operating a global book-entry system, as may be acceptable to the Seller, or such depository's agent or designee but, if the Seller does not select such alternative global book-entry system, then the Trustee shall notify the Owners of the Class A Certificates in writing of the termination of the book-entry system and the Class A Certificates may be registered in whatever name or names registered Owners of Class A Certificates transferring Class A Certificates shall designate, in accordance with the provisions hereof. (i) Notwithstanding any other provision of this Agreement to the contrary, so long as any Class A Certificate is registered in the name of Cede & Co., as nominee of the Depository, all distributions of principal or interest on such Class A Certificates and all notices with respect to such Class A Certificates shall be made and given, respectively, in the manner provided in the Representation Letter.62

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Imc Home Equity Loan Trust 1997-1)

Registration and Transfer of Certificates. (a) The Trustee shall cause to be kept a register (the "“Register"”) in which, subject to such reasonable regulations as it may prescribe, the Trustee shall provide for the registration of Certificates and the registration of transfer of Certificates. The Trustee is hereby initially appointed Registrar for the purpose of registering Certificates and transfers of Certificates as herein provided. The Depositor, the Owners and the Trustee shall have the right to inspect the Register upon reasonable notice during the Trustee’s normal hours and to obtain copies thereof, and the Trustee shall have the right to rely upon a certificate executed on behalf of the Registrar by an Authorized Officer thereof as to the names and addresses of the Owners of the Certificates and the principal amounts and numbers of such Certificates. If a Person other than the Trustee is appointed as Registrar by the Owners of a majority of the aggregate Voting Rights represented by the Certificates then Outstanding, such Owners shall give the Trustee and the Owners prompt written notice of the appointment of such Registrar and of the location, and any change in the location, of the Register. In connection with any such appointment the reasonable fees of the Registrar shall be paid, as expenses of the Trust, pursuant to Section 7.06 hereof. (b) Subject to the provisions of Section ~~5.8 hereof with respect to the Unregistered Certificates~~5.08 hereof, upon surrender for registration of transfer of any Certificate at the office designated as the location of the Register, upon the direction of the Registrar, the Trustee shall ~~execute and~~ execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of a like Class and in the aggregate outstanding principal amount or ~~notional amount~~ Percentage Interest of the Certificate so surrendered. (c) At the option of any Owner, Certificates of any Class owned by such Owner may be exchanged for other Certificates authorized of like ~~Class,~~ Class and tenor and a like aggregate ~~original~~ outstanding principal amount or ~~notional amount~~ Percentage Interest and bearing numbers not contemporaneously outstanding, upon surrender of the Certificates to be exchanged at the office designated as the location of the Register. Whenever any Certificate is so surrendered for exchange, upon the direction of the Registrar, the Trustee shall ~~execute and~~ execute, authenticate and deliver the Certificate or Certificates which the Owner making the exchange is entitled to receive. (d) All Certificates issued upon any registration of transfer or exchange of Certificates shall be valid evidence of the same ownership interests in the Trust and entitled to the same benefits under this Agreement as the Certificates surrendered upon such registration of transfer or exchange. (e) Every Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the ~~Trustee~~ Registrar duly executed by the Owner thereof or his attorney duly authorized in writing. (f) No service charge shall be made to an Owner for any registration of transfer or exchange of Certificates, but the Registrar or Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Certificates; any other expenses in connection with such transfer or exchange shall be an expense of the Trust. (g) It is intended that the ~~Class A~~ Offered Certificates be registered so as to participate in a global book-entry system with the Depository, as set forth herein. Each Class of ~~Class A~~ Offered Certificates ~~shall~~ shall, except as otherwise provided in Subsection (h), be initially issued in the form of a single fully registered ~~Class A~~ Offered Certificate of ~~the related Class with a denomination equal to the original principal balance of the related~~ such Class. Upon initial issuance, the ownership of each such ~~Class A Certificates~~ Offered Certificate shall be registered in the Register in the name of Cede & Co., or any successor thereto, as nominee for the Depository. ~~The minimum denominations~~ On the Startup Day, the Offered Certificates shall be issued in denominations of $~~1,000 for any Class A Certificate,~~ _________ and integral multiples of $~~100,000 for any Class B Certificate, and 10% Percentage Interest for any Residual Certificate~~_________ in excess thereof. The ~~Seller~~ Depositor and the Trustee are hereby authorized to execute and deliver the Representation Letter with the ~~Depository~~Depository in the form provided to the Trustee by the Depositor. With respect to ~~Class A~~ the Offered Certificates registered in the Register in the name of Cede & Co., as nominee of the Depository, the ~~Seller~~Depositor, the ~~Master~~ Servicer, the ~~Transferor~~ Seller and the Trustee shall have no responsibility or obligation to ~~the Depository's "~~Direct ~~Participants"~~ or "Indirect ~~Participants"~~ Participants or beneficial owners for which the Depository holds ~~Class A~~ Offered Certificates from time to time as a Depository. Without limiting the immediately preceding sentence, the ~~Seller~~Depositor, the ~~Master~~ Servicer, the ~~Transferor~~ Sellers and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the ~~Class A~~ Offered Certificates, (ii) the delivery to any Direct or Indirect Participant or any other Person, other than a registered Owner of ~~a Class A~~ an Offered Certificate as shown in the Register, of any notice with respect to the ~~Class A~~ Offered Certificates or (iii) the payment ~~to, or withholding with respect to,~~ to any Direct or Indirect Participant or any other Person, other than a registered Owner of ~~a Class A~~ an Offered Certificate as shown in the Register, of any amount with respect to any distribution of principal or interest on the ~~Class A~~ Offered Certificates. No Person other than a registered Owner of ~~a Class A~~ an Offered Certificate as shown in the Register shall receive a certificate evidencing such ~~Class A~~ Offered Certificate. The Certificate Issuer shall have no responsibility for or obligation with respect to the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Class A Certificates. Upon delivery by the Depository to the Trustee of written notice to the effect that the Depository has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions hereof with respect to the payment of interest by the mailing of checks or drafts to the registered Owners of ~~Class A~~ Offered Certificates appearing as registered Owners in the registration books maintained by the Trustee at the close of business on a Record Date, the name "“Cede & Co." ” in this Agreement shall refer to such new nominee of the Depository. (h) In the event that (i) the Depository or the ~~Seller~~ Depositor advises the Trustee in writing that the Depository is no longer willing or able to discharge properly its responsibilities as nominee and depository with respect to the ~~Class A~~ Offered Certificates and either of CHEC or the ~~Seller~~ Trustee is unable to locate a qualified ~~successor,~~ successor or (ii) the ~~Seller~~ Depositor at its sole option elects to terminate the book-entry system through the Depository or (iii) after ~~an Event~~ the occurrence of ~~Default~~a Servicer Termination Event, ~~Owners~~ the beneficial owners of each Class of Offered Certificates ~~evidencing at least 51%~~ representing Percentage Interests aggregating not less than ___% of ~~any~~ such Class ~~affected thereby notify~~ advises the ~~Seller~~ Trustee and Depository through the Direct or Indirect Participants in writing that the continuation of a book-entry system through the Depository to the exclusion of definitive, fully registered certificates (the “Definitive Certificates”) to Owners is ~~not~~ no longer in the best interests of ~~such Class of~~ the Owners, the ~~Class A~~ Offered Certificates ~~or any Class, as applicable,~~ shall no longer be restricted to being registered in the Register in the name of Cede & Co. (or a successor nominee) as nominee of the Depository. At In the case of (i) and (ii) above, CHEC may determine that ~~time,~~ the ~~Class A~~ Offered Certificates shall be registered in the name of and deposited with a successor depository operating a global book-entry system, as may be acceptable to the ~~Seller~~CHEC and at the expense of CHEC, or such depository's ’s agent or designee but, if ~~the Seller~~ CHEC does not select such alternative global book-entry ~~system, then the Trustee shall notify the Owners of the Class A Certificates in writing of the termination of the book-entry~~ system and in the ~~Class A~~ case of (iii) above, the Offered Certificates may be registered in whatever name or names registered Owners of ~~Class A~~ Offered Certificates transferring ~~Class A~~ Offered Certificates shall designate, in accordance with the provisions hereof. (i) Notwithstanding any other provision of this Agreement to the contrary, so long as any ~~Class A~~ Offered Certificate is registered in the name of Cede & Co., as nominee of the Depository, all distributions of principal or interest on such ~~Class A~~ Offered Certificates and all notices with respect to such ~~Class A~~ Offered Certificates shall be made and given, respectively, in the manner provided in the Representation Letter.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Chec Funding LLC)

Registration and Transfer of Certificates. (a) The ~~Trustee~~ Trustee, as registrar, shall cause to be kept a register (the "Register") in which, subject to such reasonable regulations as it may prescribe, the Trustee shall provide for the registration of Certificates and the registration of transfer of Certificates. The Trustee is hereby appointed registrar for the purpose of registering Certificates and transfers of Certificates as herein provided. The Owners shall have the right to inspect the Register at all reasonable times and to obtain copies thereof. (b) Subject to the provisions of Section 5.8 ~~hereof with respect to the Unregistered Certificates~~hereof, upon surrender for registration of transfer of any Certificate at the office designated as the location of the Register, the Trustee shall ~~execute and~~ execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of a like Class and in the aggregate principal ~~or notional~~ amount of the Certificate so surrendered. (c) At the option of any Owner, Certificates of any Class owned by such Owner may be exchanged for other Certificates authorized of like Class, tenor and a like aggregate original principal ~~or notional~~ amount and bearing numbers not contemporaneously outstanding, upon surrender of the Certificates to be exchanged at the office designated as the location of the Register. Whenever any Certificate is so surrendered for exchange, the Trustee shall ~~execute and~~ execute, authenticate and deliver the Certificate or Certificates which the Owner making the exchange is entitled to receive. (d) All Certificates issued upon any registration of transfer or exchange of Certificates shall be valid evidence of the same ownership interests in the Trust and entitled to the same benefits under this Agreement as the Certificates surrendered upon such registration of transfer or exchange. (e) Every Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee duly executed by the Owner thereof or his attorney duly authorized in writing. (f) No service charge shall be made to an Owner for any registration of transfer or exchange of Certificates, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Certificates; any other expenses in connection with such transfer or exchange shall be an expense of the Trust. (g) It is intended that the Class A Certificates be registered so as to participate in a global book-entry system with the Depository, as set forth herein. Each Class of Class A Certificates ~~shall~~ shall, except as otherwise provided in the next paragraph, be initially issued in the form of a single fully registered Class A Certificate ~~of the related Class~~ with a denomination equal to the ~~original principal balance of the related Class~~Original Aggregate Loan Balance. Upon initial issuance, the ownership of each such Class A ~~Certificates~~ Certificate shall be registered in the Register in the name of Cede & Co., or any successor thereto, as nominee for the Depository. The ~~minimum denominations shall be $1,000 for any Class A Certificate, $100,000 for any Class B Certificate, and 10% Percentage Interest for any Residual Certificate. The Seller~~ Sponsor and the Trustee are hereby authorized to execute and deliver the Representation Letter with the Depository. With respect to Class A Certificates registered in the Register in the name of Cede & Co., as nominee of the Depository, the ~~Seller~~Sponsor, the Master ~~Servicer, the Transferor~~ Servicer and the Trustee shall have no responsibility or obligation to ~~the Depository's "~~Direct ~~Participants"~~ or "Indirect ~~Participants"~~ Participants or beneficial owners for which the Depository holds Class A Certificates from time to time as a 52 Depository. Without limiting the immediately preceding sentence, the ~~Seller~~Sponsor, the Master ~~Servicer, the Transferor~~ Servicer and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Class A Certificates, (ii) the delivery to any Direct or Indirect Participant or any other Person, other than a registered Owner of a Class A Certificate as shown in the Register, of any notice with respect to the Class A Certificates or (iii) the payment ~~to, or withholding with respect to,~~ to any Direct or Indirect Participant or any other Person, other than a registered Owner of a Class A Certificate as shown in the Register, of any amount with respect to any distribution of principal or interest on the Class A Certificates. No Person other than a registered Owner of a Class A Certificate as shown in the Register shall receive a certificate evidencing such Class A Certificate. The Certificate Issuer shall have no responsibility for or obligation with respect to the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Class A Certificates. Upon delivery by the Depository to the Trustee of written notice to the effect that the Depository has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions hereof with respect to the payment of interest by the mailing of checks or drafts to the registered Owners of Class A Certificates appearing as registered Owners in the registration books maintained by the Trustee at the close of business on a Record Date, the name "Cede & Co." in this Agreement shall refer to such new nominee of the Depository. (h) In the event that (i) the Depository or the ~~Seller~~ Sponsor advises the Trustee in writing that the Depository is no longer willing or able to discharge properly its responsibilities as nominee and depository with respect to the Class A Certificates and the ~~Seller~~ Sponsor or the Trustee is unable to locate a qualified ~~successor,~~ successor or (ii) the ~~Seller~~ Sponsor at its sole option elects to terminate the book-entry system through the Depository or (iii) after an Event of Default, Owners of Certificates evidencing at least 51% Percentage Interests of any Class affected thereby notify the Seller that the continuation of a book-entry system is not in the best interests of such Class of OwnersDepository, the Class A Certificates ~~or any Class, as applicable,~~ shall no longer be restricted to being registered in the Register in the name of Cede & Co. (or a successor nominee) as nominee of the Depository. At that time, the Sponsor may determine that the Class A Certificates shall be registered in the name of and deposited with a successor depository operating a global book-entry system, as may be acceptable to the ~~Seller~~Sponsor, or such depository's agent or designee but, if the ~~Seller~~ Sponsor does not select such alternative global book-entry system, then ~~the Trustee shall notify the Owners of the Class A Certificates in writing of the termination of the book-entry system and~~ the Class A Certificates may be registered in whatever name or names registered Owners of Class A Certificates transferring Class A Certificates shall designate, in accordance with the provisions hereof; provided, that the cost of any such re-registration shall be paid by the Sponsor. (i) Notwithstanding any other provision of this Agreement to the contrary, so long as any Class A Certificate is registered in the name of Cede & Co., as nominee of the Depository, all distributions of principal or interest on such Class A Certificates as the case may be and all notices with respect to such Class A Certificates as the case may be shall be made and given, respectively, in the manner provided in the Representation Letter. (j) Neither the Sponsor, the Master Servicer nor the Trustee will have any liability for any actions taken by DTC or its nominee, Euroclear or CEDEL, including, without limitation, actions for any aspect of the records relating to or payments made on account of beneficial ownership interests in the Class A Certificates held by Euroclear, CEDEL or Cede & Co., as nominee for DTC, or for maintaining supervising or reviewing any records relating to such beneficial ownership interests.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Advanta Mortgage Loan Trust 1996-3)

Registration and Transfer of Certificates. (a) The ~~Trustee~~ Trustee, as registrar, shall cause to be kept a register (the "Register") in which, subject to such reasonable regulations as it may prescribe, the Trustee shall provide for the registration of Certificates and the registration of transfer of Certificates. The Trustee is hereby appointed registrar for the purpose of registering Certificates and transfers of Certificates as herein provided. The Owners shall have the right to inspect the Register at all reasonable times and to obtain copies thereof. (b) Subject to the provisions of Section 5.8 ~~hereof with respect to the Unregistered Certificates~~hereof, upon surrender for registration of transfer of any Certificate at the office designated as the location of the Register, the Trustee shall ~~execute and~~ execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of a like Class and in the aggregate ~~principal or notional amount~~ Percentage Interest of the Certificate so surrendered. (c) At the option of any Owner, Certificates of any Class owned by such Owner may be exchanged for other Certificates authorized of like Class, tenor and a like aggregate ~~original principal or notional amount~~ Percentage Interest and bearing numbers not contemporaneously outstanding, upon surrender of the Certificates to be exchanged at the office designated as the location of the Register. Whenever any Certificate is so surrendered for exchange, the Trustee shall ~~execute and~~ execute, authenticate and deliver the Certificate or Certificates which the Owner making the exchange is entitled to receive. (d) All Certificates issued upon any registration of transfer or exchange of Certificates shall be valid evidence of the same ownership interests in the Trust and entitled to the same benefits under this Agreement as the Certificates surrendered upon such registration of transfer or exchange. (e) Every Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee duly executed by the Owner thereof or his attorney duly authorized in writing. (f) No service charge shall be made to an Owner for any registration of transfer or exchange of Certificates, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Certificates; any other expenses in connection with such transfer or exchange shall be an expense of the Trust. The Trustee shall not be liable for any expenses in connection with the issuance of Certificates pursuant to this Section 5.4. (g) It is intended that the ~~Class A~~ Offered Certificates be registered so as to participate in a global book-entry system with the Depository, as set forth herein. Each Class of ~~Class A~~ Offered Certificates ~~shall~~ shall, except as otherwise provided in the next paragraph, be initially issued in the form of a single fully registered ~~Class A~~ Offered Certificate ~~of the related Class~~ with a denomination equal to the ~~original principal balance of the~~ related ~~Class~~Original Certificate Principal Balance. Upon initial issuance, the ownership of each such ~~Class A Certificates~~ Offered Certificate shall be registered in the Register in the name of Cede & Co., or any successor thereto, as nominee for the Depository. The minimum denominations shall be $1,000 and integrals thereof for any ~~Class A Certificate, $100,000 for any~~ Offered Certificate or Class B Certificate, and 10% Percentage Interest and integrals thereof for any Class C Certificate or Residual Certificate. The Unaffiliated Seller and the Trustee are hereby authorized to execute and deliver the Representation Letter with the Depository. With respect to ~~Class A~~ Offered Certificates registered in the Register in the name of Cede & Co., as nominee of the Depository, the Unaffiliated Seller, the ~~Master Servicer, the Transferor~~ Servicer and the Trustee shall have no responsibility or obligation to ~~the Depository's "~~Direct ~~Participants"~~ or "Indirect ~~Participants"~~ Participants or beneficial owners for which the Depository holds ~~Class A~~ Offered Certificates from time to time as a Depository. Without limiting the immediately preceding sentence, the ~~Seller,~~ Unaffiliated Seller and the ~~Master Servicer, the Transferor~~ Servicer and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the ~~Class A~~ Offered Certificates, (ii) the delivery to any Direct or Indirect Participant or any other Person, other than a registered Owner of ~~a Class A~~ an Offered Certificate as shown in the Register, of any notice with respect to the ~~Class A~~ Offered Certificates or (iii) the payment ~~to, or withholding with respect to,~~ to any Direct or Indirect Participant or any other Person, other than a registered Owner of ~~a Class A~~ an Offered Certificate as shown in the Register, of any amount with respect to any distribution of principal or interest on the ~~Class A~~ Offered Certificates. No Person other than a registered Owner of ~~a Class A~~ an Offered Certificate as shown in the Register shall receive a certificate evidencing such ~~Class A~~ Offered Certificate. The Certificate Issuer shall have no responsibility for or obligation with respect to the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Class A Certificates. Upon delivery by the Depository to the Trustee of written notice to the effect that the Depository has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions hereof with respect to the payment of interest by the mailing of checks or drafts to the registered Owners of ~~Class A~~ Offered Certificates appearing as registered Owners in the registration books maintained by the Trustee at the close of business on a Record Date, the name "Cede & Co." in this Agreement shall refer to such new nominee of the Depository. (h) In the event that (i) the Depository or the Unaffiliated Seller advises the Trustee in writing that the Depository is no longer willing or able to discharge properly its responsibilities as nominee and depository with respect to the ~~Class A~~ Offered Certificates and the Unaffiliated Seller is unable to locate a qualified ~~successor,~~ successor or (ii) the Unaffiliated Seller at its sole option elects to terminate the book-entry system through the Depository or (iii) after an Event of Default, Owners of Certificates evidencing at least 51% Percentage Interests of any Class affected thereby notify the Seller that the continuation of a book-entry system is not in the best interests of such Class of OwnersDepository, the ~~Class A~~ Offered Certificates ~~or any Class, as applicable,~~ shall no longer be restricted to being registered in the Register in the name of Cede & Co. (or a successor nominee) as nominee of the Depository. At that time, the ~~Class A~~ Unaffiliated Seller may determine that the Offered Certificates shall be registered in the name of and deposited with a successor depository operating a global book-entry system, as may be acceptable to the Unaffiliated Seller, or such depository's agent or designee but, if the Unaffiliated Seller does not select such alternative global book-entry system, then the ~~Trustee shall notify the Owners of the Class A Certificates in writing of the termination of the book-entry system and the Class A~~ Offered Certificates may be registered in whatever name or names registered Owners of ~~Class A~~ Offered Certificates transferring ~~Class A~~ Offered Certificates shall designate, in accordance with the provisions hereof. (i) Notwithstanding any other provision of this Agreement to the contrary, so long as any ~~Class A~~ Offered Certificate is registered in the name of Cede & Co., as nominee of the Depository, all distributions of principal or interest on such ~~Class A~~ Offered Certificates as the case may be and all notices with respect to such ~~Class A~~ Offered Certificates as the case may be shall be made and given, respectively, in the manner provided in the Representation Letter.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Prudential Securities Secured Financing Corp)

Registration and Transfer of Certificates. (a) The Trustee shall cause to be kept a register (the "Register") in which, subject to such reasonable regulations as it may prescribe, the Trustee shall provide for the registration of Certificates and the registration of transfer of Certificates. The Trustee is hereby initially appointed Registrar for the purpose of registering Certificates and transfers of Certificates as herein provided. The Owners, the Certificate Insurer and the Trustee shall have the right to inspect the Register during the Trustee's normal hours and to obtain copies thereof, and the Trustee shall have the right to rely upon a certificate executed on behalf of the Registrar by an Authorized Officer thereof as to the names and addresses of the Owners of the Certificates and the principal amounts and numbers of such Certificates. If a Person other than the Trustee is appointed as Registrar by the Owners of a majority of the aggregate Percentage Interests represented by the Class A Certificates and the Class B Certificates then Outstanding with the consent of the Certificate Insurer, or if there are no longer any Class A Certificates or Class B Certificates then Outstanding, by such majority of the Percentage Interests represented by the Class C Certificates, the Trustee will give the Owners and the Certificate Insurer prompt written notice of the appointment of such Registrar and of the location, and any change in the location, of the Register. In connection with any such appointment the annual fees of the bank then serving as Trustee and Registrar shall thenceforth be reduced by the amount to be agreed upon by the Trustee and the Depositor at such time and the reasonable fees of the Registrar shall be paid, as expenses of the Trust, pursuant to Section 7.05 hereof. (b) Subject to the provisions of Section ~~5.8 hereof with respect to the Unregistered Certificates~~5.08 hereof, upon surrender for registration of transfer of any Certificate at the office designated as the location of the Register, upon the direction of the Registrar the Trustee shall ~~execute and~~ execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of a like Class and in the aggregate principal amount or ~~notional amount~~ percentage interest of the Certificate so surrendered. (c) At the option of any Owner, Certificates of any Class owned by such Owner may be exchanged for other Certificates authorized of like ~~Class,~~ Class and tenor and a like aggregate original principal amount or ~~notional amount~~ percentage interest and bearing numbers not contemporaneously outstanding, upon surrender of the Certificates to be exchanged at the office designated as the location of the Register. Whenever any Certificate is so surrendered for exchange, upon the direction of the Registrar, the Trustee shall ~~execute and~~ execute, authenticate and deliver the Certificate or Certificates which the Owner making the exchange is entitled to receive. (d) All Certificates issued upon any registration of transfer or exchange of Certificates shall be valid evidence of the same ownership interests in the Trust and entitled to the same benefits under this Agreement as the Certificates surrendered upon such registration of transfer or exchange. (e) Every Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee duly executed by the Owner thereof or his attorney duly authorized in writing. (f) No service charge shall be made to an Owner for any registration of transfer or exchange of Certificates, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Certificates; any other expenses in connection with such transfer or exchange shall be an expense of the Trust. (g) It is intended that the Class A Certificates be registered so as to participate in a global book-entry system with the Depository, as set forth herein. Each Class of Class A Certificates shall be initially issued in the form of a single fully registered Class A Certificate of the related Class with a denomination equal to the original principal balance of the related Class. Upon initial issuance, the ownership of such Class A Certificates shall be registered in the Register in the name of Cede & Co., or any successor thereto, as nominee for the Depository. The minimum denominations shall be $1,000 for any Class A Certificate, $100,000 for any Class B Certificate, and 10% Percentage Interest for any Residual Certificate. The Seller and the Trustee are hereby authorized to execute and deliver the Representation Letter with the Depository. With respect to Class A Certificates registered in the Register in the name of Cede & Co., as nominee of the Depository, the Seller, the Master Servicer, the Transferor and the Trustee shall have no responsibility or obligation to the Depository's "Direct Participants" or "Indirect Participants" or beneficial owners for which the Depository holds Class A Certificates from time to time as a Depository. Without limiting the immediately preceding sentence, the Seller, the Master Servicer, the Transferor and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Class A Certificates, (ii) the delivery to any Direct or Indirect Participant or any other Person, other than a registered Owner of a Class A Certificate as shown in the Register, of any notice with respect to the Class A Certificates or (iii) the payment to, or withholding with respect to, any Direct or Indirect Participant or any other Person, other than a registered Owner of a Class A Certificate as shown in the Register, of any amount with respect to any distribution of principal or interest on the Class A Certificates. No Person other than a registered Owner of a Class A Certificate as shown in the Register shall receive a certificate evidencing such Class A Certificate. The Certificate Issuer shall have no responsibility for or obligation with respect to the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Class A Certificates. Upon delivery by the Depository to the Trustee of written notice to the effect that the Depository has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions hereof with respect to the payment of interest by the mailing of checks or drafts to the registered Owners of Class A Certificates appearing as registered Owners in the registration books maintained by the Trustee at the close of business on a Record Date, the name "Cede & Co." in this Agreement shall refer to such new nominee of the Depository. (h) In the event that (i) the Depository or the Seller advises the Trustee in writing that the Depository is no longer willing or able to discharge properly its responsibilities as nominee and depository with respect to the Class A Certificates and the Seller is unable to locate a qualified successor, (ii) the Seller at its sole option elects to terminate the book-entry system through the Depository or (iii) after an Event of Default, Owners of Certificates evidencing at least 51% Percentage Interests of any Class affected thereby notify the Seller that the continuation of a book-entry system is not in the best interests of such Class of Owners, the Class A Certificates or any Class, as applicable, shall no longer be restricted to being registered in the Register in the name of Cede & Co. (or a successor nominee) as nominee of the Depository. At that time, the Class A Certificates shall be registered in the name of and deposited with a successor depository operating a global book-entry system, as may be acceptable to the Seller, or such depository's agent or designee but, if the Seller does not select such alternative global book-entry system, then the Trustee shall notify the Owners of the Class A Certificates in writing of the termination of the book-entry system and the Class A Certificates may be registered in whatever name or names registered Owners of Class A Certificates transferring Class A Certificates shall designate, in accordance with the provisions hereof. (i) Notwithstanding any other provision of this Agreement to the contrary, so long as any Class A Certificate is registered in the name of Cede & Co., as nominee of the Depository, all distributions of principal or interest on such Class A Certificates and all notices with respect to such Class A Certificates shall be made and given, respectively, in the manner provided in the Representation Letter.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Contisecurities Asset Funding Corp)

Registration and Transfer of Certificates. (a) The ~~Trustee~~ Certificate Registrar shall ~~cause to be kept~~ maintain at its chief executive office a register (~~the~~ "Certificate Register") ~~in which, subject to such reasonable regulations as it may prescribe, the Trustee shall provide~~ for the registration ~~of Certificates~~ and ~~the registration of transfer~~ Transfer of Certificates. Each Certificate shall be transferable only upon the Certificate Register. No transferee of a Transfer shall have any right or power to consent or vote as provided hereunder, unless and until such time as such Transfer is registered. (b) Subject to Section 3.3 hereof, the registered Certificateholder (in person or by his attorney duly authorized in writing) of any Certificate may Transfer all or any portion of the beneficial interest in the Issuer evidenced by such Certificate only upon surrender thereof (accompanied by a written instrument of Transfer and with such signature guarantees and evidence of authority of the Persons signing the instrument of Transfer as the Certificate Registrar may reasonably require) to the Certificate Registrar accompanied by any other documents required hereunder. Promptly upon the receipt of such documents and receipt by the Certificate Registrar of the transferor's Certificate, the Certificate Registrar shall record in the Certificate Register the name of the transferee as a Certificateholder. Subject to satisfaction of such conditions and to the provisions of Section ~~5.8 hereof~~ 3.9 below with respect to the ~~Unregistered Certificates~~Designated Certificate, upon surrender for registration of transfer of any Certificate at the office ~~designated as~~ or agency maintained by the ~~location~~ Certificate Registrar, the Owner Trustee pursuant to written instructions of the ~~Register,~~ Certificate Registrar or Administrator on behalf of the ~~Trustee~~ Issuer shall execute and ~~authenticate and deliver,~~ deliver in the name of the designated transferee or ~~transferees,~~ transferees one or more new Certificates in authorized denominations of a like ~~Class and in~~ aggregate amount dated the ~~aggregate principal or notional amount~~ date of the ~~Certificate so surrendered. (c) At~~ issuance by the ~~option of any Owner, Certificates of any Class owned by such Owner may be exchanged for other Certificates authorized of like Class, tenor~~ Issuer. Subsequent to a Transfer and ~~a like aggregate original principal or notional amount and bearing numbers not contemporaneously outstanding,~~ upon ~~surrender~~ the issuance of the ~~Certificates to be exchanged at the office designated as the location of the Register. Whenever any~~ new Certificate ~~is so surrendered for exchange~~or Certificates, the ~~Trustee~~ Certificate Registrar shall ~~execute~~ cancel and ~~authenticate and deliver~~ destroy the Certificate ~~or Certificates which the Owner making the exchange is entitled~~ surrendered to receive. (d) All Certificates issued upon any registration of transfer or exchange of Certificates shall be valid evidence of the same ownership interests in the Trust and entitled to the same benefits under this Agreement as the Certificates surrendered upon such registration of transfer or exchange. (e) Every Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee duly executed by the Owner thereof or his attorney duly authorized in writing. (f) No service charge shall be made to an Owner for any registration of transfer or exchange of Certificates, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Certificates; any other expenses it in connection with such ~~transfer or exchange shall be an expense of the Trust~~Transfer. (g) It is intended that the Class A Certificates be registered so as to participate in a global book-entry system with the Depository, as set forth herein. Each Class of Class A Certificates shall be initially issued in the form of a single fully registered Class A Certificate of the related Class with a denomination equal to the original principal balance of the related Class. Upon initial issuance, the ownership of such Class A Certificates shall be registered in the Register in the name of Cede & Co., or any successor thereto, as nominee for the Depository. The minimum denominations shall be $1,000 for any Class A Certificate, $100,000 for any Class B Certificate, and 10% Percentage Interest for any Residual Certificate. The Seller and the Trustee are hereby authorized to execute and deliver the Representation Letter with the Depository. With respect to Class A Certificates registered in the Register in the name of Cede & Co., as nominee of the Depository, the Seller, the Master Servicer, the Transferor and the Trustee shall have no responsibility or obligation to the Depository's "Direct Participants" or "Indirect Participants" or beneficial owners for which the Depository holds Class A Certificates from time to time as a Depository. Without limiting the immediately preceding sentence, the Seller, the Master Servicer, the Transferor and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Class A Certificates, (ii) the delivery to any Direct or Indirect Participant or any other Person, other than a registered Owner of a Class A Certificate as shown in the Register, of any notice with respect to the Class A Certificates or (iii) the payment to, or withholding with respect to, any Direct or Indirect Participant or any other Person, other than a registered Owner of a Class A Certificate as shown in the Register, of any amount with respect to any distribution of principal or interest on the Class A Certificates. No Person other than a registered Owner of a Class A Certificate as shown in the Register shall receive a certificate evidencing such Class A Certificate. The Certificate Issuer shall have no responsibility for or obligation with respect to the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Class A Certificates. Upon delivery by the Depository to the Trustee of written notice to the effect that the Depository has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions hereof with respect to the payment of interest by the mailing of checks or drafts to the registered Owners of Class A Certificates appearing as registered Owners in the registration books maintained by the Trustee at the close of business on a Record Date, the name "Cede & Co." in this Agreement shall refer to such new nominee of the Depository. (h) In the event that (i) the Depository or the Seller advises the Trustee in writing that the Depository is no longer willing or able to discharge properly its responsibilities as nominee and depository with respect to the Class A Certificates and the Seller is unable to locate a qualified successor, (ii) the Seller at its sole option elects to terminate the book-entry system through the Depository or (iii) after an Event of Default, Owners of Certificates evidencing at least 51% Percentage Interests of any Class affected thereby notify the Seller that the continuation of a book-entry system is not in the best interests of such Class of Owners, the Class A Certificates or any Class, as applicable, shall no longer be restricted to being registered in the Register in the name of Cede & Co. (or a successor nominee) as nominee of the Depository. At that time, the Class A Certificates shall be registered in the name of and deposited with a successor depository operating a global book-entry system, as may be acceptable to the Seller, or such depository's agent or designee but, if the Seller does not select such alternative global book-entry system, then the Trustee shall notify the Owners of the Class A Certificates in writing of the termination of the book-entry system and the Class A Certificates may be registered in whatever name or names registered Owners of Class A Certificates transferring Class A Certificates shall designate, in accordance with the provisions hereof. (i) Notwithstanding any other provision of this Agreement to the contrary, so long as any Class A Certificate is registered in the name of Cede & Co., as nominee of the Depository, all distributions of principal or interest on such Class A Certificates and all notices with respect to such Class A Certificates shall be made and given, respectively, in the manner provided in the Representation Letter.

Appears in 1 contract

Sources: Trust Agreement (Copelco Capital Funding Corp Xi)

Registration and Transfer of Certificates. (a) The Trustee shall cause to be kept a register (the "Register") in which, subject to such reasonable regulations as it may prescribe, the Trustee shall provide for the registration of Certificates and the registration of transfer of Certificates. The Trustee is hereby initially appointed Registrar for the purpose of registering Certificates and transfers of Certificates as herein provided. The Certificate Insurer, the Owners and the Trustee shall have the right to inspect the Register during the Trustee's normal hours and to obtain copies thereof, and the Trustee shall have the right to rely upon a certificate executed on behalf of the Registrar by an Authorized Officer thereof as to the names and addresses of the Owners of the Certificates and the principal amounts and numbers of such Certificates. If a Person other than the Trustee is appointed as Registrar by the Owners of a majority of the aggregate Percentage Interests represented by the Class A Certificates then Outstanding with the consent of the Certificate Insurer or if there are no longer any Class A Certificates then outstanding, by such majority of the Percentage Interests represented by the Class R Certificates, such Owners shall give the Trustee, the Certificate Insurer and the Owners prompt written notice of the appointment of such Registrar and of the location, and any change in the location, of the Register. In connection with any such appointment the reasonable fees of the Registrar shall be paid, as expenses of the Trust, pursuant to Section 7.06 hereof. (b) Subject to the provisions of Section ~~5.8 hereof with respect to the Unregistered Certificates~~5.08 hereof, upon surrender for registration of transfer of any Certificate at the office designated as the location of the Register, upon the direction of the Registrar, the Trustee shall ~~execute and~~ execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of a like Class and in the aggregate principal amount or ~~notional amount~~ percentage interest of the Certificate so surrendered. (c) At the option of any Owner, Certificates of any Class owned by such Owner may be exchanged for other Certificates authorized of like ~~Class,~~ Class and tenor and a like aggregate original principal amount or ~~notional amount~~ percentage interest and bearing numbers not contemporaneously outstanding, upon surrender of the Certificates to be exchanged at the office designated as the location of the Register. Whenever any Certificate is so surrendered for exchange, upon the direction of the Registrar, the Trustee shall ~~execute and~~ execute, authenticate and deliver the Certificate or Certificates which the Owner making the exchange is entitled to receive. (d) All Certificates issued upon any registration of transfer or exchange of Certificates shall be valid evidence of the same ownership interests in the Trust and entitled to the same benefits under this Agreement as the Certificates surrendered upon such registration of transfer or exchange. (e) Every Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the ~~Trustee~~ Registrar duly executed by the Owner thereof or his attorney duly authorized in writing. (f) No service charge shall be made to an Owner for any registration of transfer or exchange of Certificates, but the Registrar or Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Certificates; any other expenses in connection with such transfer or exchange shall be an expense of the Trust. (g) It is intended that the Class A Certificates be registered so as to participate in a global book-entry system with the Depository, as set forth herein. Each Class of Class A Certificates ~~shall~~ shall, except as otherwise provided in Subsection (h), be initially issued in the form of a single fully registered Class A Certificate of ~~the related Class with a denomination equal to the original principal balance of the related~~ such Class. Upon initial issuance, the ownership of each such Class A ~~Certificates~~ Certificate shall be registered in the Register in the name of Cede & Co., or any successor thereto, as nominee for the Depository. ~~The minimum denominations~~ On the Startup Day, no Class A-1, Class A-2, Class A-3, Class A-4, Class A-5 or Class A-6 Certificates shall be issued in denominations of less than $1,000 ~~for any Class A Certificate, $100,000 for any Class B Certificate,~~ and ~~10% Percentage Interest for any Residual Certificate~~integral multiples thereof. The ~~Seller~~ Depositor and the Trustee are hereby authorized to execute and deliver the Representation Letter with the ~~Depository~~Depository in the form provided to the Trustee by the Depositor. With respect to the Class A Certificates registered in the Register in the name of Cede & Co., as nominee of the Depository, the ~~Seller~~Depositor, the ~~Master~~ Servicer, the ~~Transferor~~ Seller and the Trustee shall have no responsibility or obligation to ~~the Depository's "~~Direct ~~Participants"~~ or "Indirect ~~Participants"~~ Participants or beneficial owners for which the Depository holds Class A Certificates from time to time as a Depository. Without limiting the immediately preceding sentence, the ~~Seller~~Depositor, the ~~Master~~ Servicer, the ~~Transferor~~ Seller and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Class A Certificates, (ii) the delivery to any Direct or Indirect Participant or any other Person, other than a registered Owner of a Class A Certificate as shown in the Register, of any notice with respect to the Class A Certificates or (iii) the payment ~~to, or withholding with respect to,~~ to any Direct or Indirect Participant or any other Person, other than a registered Owner of a Class A Certificate as shown in the Register, of any amount with respect to any distribution of principal or interest on the Class A Certificates. No Person other than a registered Owner of a Class A Certificate as shown in the Register shall receive a certificate evidencing such Class A Certificate. The Certificate Issuer shall have no responsibility for or obligation with respect to the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Class A Certificates. Upon delivery by the Depository to the Trustee of written notice to the effect that the Depository has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions hereof with respect to the payment of interest by the mailing of checks or drafts to the registered Owners of Class A Certificates appearing as registered Owners in the registration books maintained by the Trustee at the close of business on a Record Date, the name "Cede & Co." in this Agreement shall refer to such new nominee of the Depository. (h) In the event that (i) the Depository or the Seller advises the Trustee in writing that the Depository is no longer willing or able to discharge properly its responsibilities as nominee and depository with respect to the Class A Certificates and the Seller or the Trustee is unable to locate a qualified ~~successor,~~ successor or (ii) the Seller at its sole option elects to terminate the book-entry system through the Depository or (iii) after an Event of Default, Owners of Certificates evidencing at least 51% Percentage Interests of any Class affected thereby notify the Seller that the continuation of a book-entry system is not in the best interests of such Class of OwnersDepository, the Class A Certificates ~~or any Class, as applicable,~~ shall no longer be restricted to being registered in the Register in the name of Cede & Co. (or a successor nominee) as nominee of the Depository. At that time, the Seller may determine that the Class A Certificates shall be registered in the name of and deposited with a successor depository operating a global book-entry system, as may be acceptable to the Seller and at the Seller's expense, or such depository's agent or designee but, if the Seller does not select such alternative global book-entry system, then ~~the Trustee shall notify the Owners of the Class A Certificates in writing of the termination of the book-entry system and~~ the Class A Certificates may be registered in whatever name or names registered Owners of Class A Certificates transferring Class A Certificates shall designate, in accordance with the provisions hereof. (i) Notwithstanding any other provision of this Agreement to the contrary, so long as any Class A Certificate is registered in the name of Cede & Co., as nominee of the Depository, all distributions of principal or interest on such Class A Certificates and all notices with respect to such Class A Certificates shall be made and given, respectively, in the manner provided in the Representation Letter.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Imc Home Equity Loan Trust 1996-4)

Registration and Transfer of Certificates. (a) The Trustee shall cause to be kept a register (the "Register") in which, subject to such reasonable regulations as it may prescribe, the Trustee shall provide for the registration of Certificates and the registration of transfer of Certificates. The Trustee is hereby initially appointed Registrar for the purpose of registering Certificates and transfers of Certificates as herein provided. The Certificate Insurer, the Owners and the Trustee shall have the right to inspect the Register during the Trustee's normal hours and to obtain copies thereof, and the Trustee shall have the right to rely upon a certificate executed on behalf of the Registrar by an Authorized Officer thereof as to the names and addresses of the Owners of the Certificates and the principal amounts and numbers of such Certificates. (b) Subject to the provisions of Section ~~5.8 hereof with respect to the Unregistered Certificates~~5.08 hereof, upon surrender for registration of transfer of any Certificate at the office designated as the location of the Register, upon the direction of the Registrar the Trustee shall ~~execute and~~ execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of a like Class and in the aggregate principal amount or ~~notional amount~~ Percentage Interest of the Certificate so surrendered. (c) At the option of any Owner, Certificates of any Class owned by such ~~Owner~~ owner may be exchanged for other Certificates authorized of like ~~Class,~~ Class and tenor and a like aggregate original principal amount or ~~notional amount~~ percentage interest and bearing numbers not contemporaneously outstanding, upon surrender of the Certificates to be exchanged at the office designated as the location of the Register. Whenever any Certificate is so surrendered for exchange, upon the direction of the Registrar, the Trustee shall ~~execute and~~ execute, authenticate and deliver the Certificate or Certificates which the Owner making the exchange is entitled to receive.. 37 (d) All Certificates issued upon any registration of transfer or exchange of Certificates shall be valid evidence of the same ownership interests in the Trust and entitled to the same benefits under this Agreement as the Certificates surrendered upon such registration of transfer or exchange. (e) Every Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the ~~Trustee~~ Registrar duly executed by the Owner thereof or his attorney duly authorized in writing. (f) No service charge shall be made to an Owner for any registration of transfer or exchange of Certificates, but the Registrar or Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Certificates; any other expenses in connection with such transfer or exchange shall be an expense of the Trust. (g) It is intended that the Class A Certificates be registered so as to participate in a global book-entry system with the Depository, as set forth herein. Each Class of Class A Certificates ~~shall~~ shall, except as otherwise provided in subsection (h), be initially issued in the form of a single fully registered Class A Certificate of ~~the related Class with a denomination equal to the original principal balance of the related~~ such Class. Upon initial issuance, the ownership of each such Class A ~~Certificates~~ Certificate shall be registered in the Register in the name of Cede & Co., or any successor thereto, as nominee for the Depository. ~~The minimum denominations~~ On the Startup Day, the Class A-1 Certificates and the Class A-2 Certificates shall be issued in denominations of no less than $1,000 ~~for any Class A Certificate,~~ and multiples of $~~100,000 for any Class B Certificate, and 10% Percentage Interest for any Residual Certificate~~1,000 in excess thereof (except that one certificate in each class may be issued in an amount less than $1,000 or in an integral multiple other than $1,000). The ~~Seller~~ Depositor and the Trustee are hereby authorized to execute and deliver the Representation Letter with the Depository. With respect to the Class A Certificates registered in the Register in the name of Cede & Co., as nominee of the Depository, the ~~Seller~~Certificate Insurer, the Depositor, the Master Servicer, the ~~Transferor~~ Sellers and the Trustee shall have no responsibility or obligation to ~~the Depository's "~~Direct ~~Participants"~~ or "Indirect ~~Participants"~~ Participants or beneficial owners for which the Depository holds Class A Certificates from time to time as a Depository. Without limiting the immediately preceding sentence, the ~~Seller~~Depositor, the Certificate Insurer, the Master Servicer, the ~~Transferor~~ Sellers and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Depository, Cede & ~~Co.~~Co. , or any Direct or Indirect Participant with respect to the ownership interest in the Class A Certificates, (ii) the delivery to any Direct or Indirect Participant or any other Person, other than a registered Owner of a Class A Certificate as shown in the Register, of any notice with respect to the Class A Certificates or (iii) the payment ~~to, or withholding with respect to,~~ to any Direct or Indirect Participant or any other Person, other than a registered Owner of a Class A Certificate as shown in the Register, of any amount with respect to any distribution of principal or interest on the Class A Certificates. No Person other than a registered Owner of a Class A Certificate as shown in the Register shall receive a certificate evidencing such Class A Certificate. The Certificate Issuer shall have no responsibility for or obligation with respect to the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Class A Certificates. Upon delivery by the Depository to the Trustee of written notice to the effect that the Depository has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions hereof with respect to the payment of principal and interest by the mailing of checks or drafts to the registered Owners of Class A Certificates appearing as registered Owners in the registration books maintained by the Trustee at the close of business on a Record Date, the name "Cede & Co." in this Agreement shall refer to such new nominee of the Depository. (h) In the event that (i) the Depository or the ~~Seller~~ Depositor advises the Trustee in writing that the Depository is no longer ~~willing~~ willing, qualified or able to discharge properly its responsibilities as nominee and depository with respect to the Class A Certificates and the ~~Seller~~ Depositor or the Trustee is unable to locate a qualified successor, (ii) the ~~Seller~~ Depositor at its sole option elects to terminate the book-entry system through the Depository or (iii) after the occurrence of an Event of Default, ~~Owners of Certificates evidencing at least~~ beneficial owners having not less than 51% ~~Percentage Interests~~ of ~~any~~ the Voting Rights evidenced by the Class ~~affected thereby notify~~ A Certificates advise the ~~Seller~~ Trustee and the Depository through the Direct Participants in writing that the continuation of a book-entry system through the Depository is ~~not~~ no longer in the best interests of ~~such Class of Owners~~beneficial owners, the Class A Certificates ~~or any Class, as applicable,~~ shall no longer be restricted to being registered in the Register in the name of Cede & Co. (or a successor nominee) as nominee of the Depository. At that time, the Depositor may determine that the Class A Certificates shall be registered in the name of and deposited with a successor depository operating a global book-entry system, as may be acceptable to the ~~Seller~~Depositor and at the Depositor's expense, or such depository's agent or designee but, if the ~~Seller~~ Depositor does not select such alternative global book-entry system, then ~~the Trustee shall notify the Owners of the Class A Certificates in writing of the termination of the book-entry system and~~ the Class A Certificates may be registered in whatever name or names registered Owners of Class A Certificates transferring Class A Certificates shall designate, in accordance with the provisions hereof. (i1) Notwithstanding any other provision of this Agreement to the contrary, so long as any Class A Certificate is registered in the name of Cede & Co., as nominee of the Depository, all distributions of principal or interest on such Class A Certificates and all notices with respect to such Class A Certificates shall be made and given, respectively, in the manner provided in the Representation Letter.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Morgan Stanley Abs Capital I Inc)

Registration and Transfer of Certificates. (a) The Trustee shall cause to be kept a register (the "Register") in which, subject to such reasonable regulations as it may prescribe, the Trustee shall provide for the registration of Certificates and the registration of transfer of Certificates. The Trustee is hereby initially appointed Registrar for the purpose of registering Certificates and transfers of Certificates as herein provided. The Depositor, the Owners and the Trustee shall have the right to inspect the Register upon reasonable notice during the Trustee's normal hours and to obtain copies thereof, and the Trustee shall have the right to rely upon a certificate executed on behalf of the Registrar by an Authorized Officer thereof as to the names and addresses of the Owners of the Certificates and the principal amounts and numbers of such Certificates. If a Person other than the Trustee is appointed as Registrar by the Owners of a majority of the aggregate Voting Rights represented by the Certificates then Outstanding, such Owners shall give the Trustee and the Owners prompt written notice of the appointment of such Registrar and of the location, and any change in the location, of the Register. In connection with any such appointment the reasonable fees of the Registrar shall be paid, as expenses of the Trust, pursuant to Section 7.06 hereof. (b) Subject to the provisions of Section ~~5.8 hereof with respect to the Unregistered Certificates~~5.08 hereof, upon surrender for registration of transfer of any Certificate at the office designated as the location of the Register, upon the direction of the Registrar, the Trustee shall ~~execute and~~ execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of a like Class and in the aggregate outstanding principal amount or ~~notional amount~~ Percentage Interest of the Certificate so surrendered. (c) At the option of any Owner, Certificates of any Class owned by such Owner may be exchanged for other Certificates authorized of like ~~Class,~~ Class and tenor and a like aggregate ~~original~~ outstanding principal amount or ~~notional amount~~ Percentage Interest and bearing numbers not contemporaneously outstanding, upon surrender of the Certificates to be exchanged at the office designated as the location of the Register. Whenever any Certificate is so surrendered for exchange, upon the direction of the Registrar, the Trustee shall ~~execute and~~ execute, authenticate and deliver the Certificate or Certificates which the Owner making the exchange is entitled to receive. (d) All Certificates issued upon any registration of transfer or exchange of Certificates shall be valid evidence of the same ownership interests in the Trust and entitled to the same benefits under this Agreement as the Certificates surrendered upon such registration of transfer or exchange. (e) Every Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee duly executed by the Owner thereof or his attorney duly authorized in writing. (f) No service charge shall be made to an Owner for any registration of transfer or exchange of Certificates, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Certificates; any other expenses in connection with such transfer or exchange shall be an expense of the Trust. (g) It is intended that the Class A Certificates be registered so as to participate in a global book-entry system with the Depository, as set forth herein. Each Class of Class A Certificates shall be initially issued in the form of a single fully registered Class A Certificate of the related Class with a denomination equal to the original principal balance of the related Class. Upon initial issuance, the ownership of such Class A Certificates shall be registered in the Register in the name of Cede & Co., or any successor thereto, as nominee for the Depository. The minimum denominations shall be $1,000 for any Class A Certificate, $100,000 for any Class B Certificate, and 10% Percentage Interest for any Residual Certificate. The Seller and the Trustee are hereby authorized to execute and deliver the Representation Letter with the Depository. With respect to Class A Certificates registered in the Register in the name of Cede & Co., as nominee of the Depository, the Seller, the Master Servicer, the Transferor and the Trustee shall have no responsibility or obligation to the Depository's "Direct Participants" or "Indirect Participants" or beneficial owners for which the Depository holds Class A Certificates from time to time as a Depository. Without limiting the immediately preceding sentence, the Seller, the Master Servicer, the Transferor and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Class A Certificates, (ii) the delivery to any Direct or Indirect Participant or any other Person, other than a registered Owner of a Class A Certificate as shown in the Register, of any notice with respect to the Class A Certificates or (iii) the payment to, or withholding with respect to, any Direct or Indirect Participant or any other Person, other than a registered Owner of a Class A Certificate as shown in the Register, of any amount with respect to any distribution of principal or interest on the Class A Certificates. No Person other than a registered Owner of a Class A Certificate as shown in the Register shall receive a certificate evidencing such Class A Certificate. The Certificate Issuer shall have no responsibility for or obligation with respect to the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Class A Certificates. Upon delivery by the Depository to the Trustee of written notice to the effect that the Depository has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions hereof with respect to the payment of interest by the mailing of checks or drafts to the registered Owners of Class A Certificates appearing as registered Owners in the registration books maintained by the Trustee at the close of business on a Record Date, the name "Cede & Co." in this Agreement shall refer to such new nominee of the Depository. (h) In the event that (i) the Depository or the Seller advises the Trustee in writing that the Depository is no longer willing or able to discharge properly its responsibilities as nominee and depository with respect to the Class A Certificates and the Seller is unable to locate a qualified successor, (ii) the Seller at its sole option elects to terminate the book-entry system through the Depository or (iii) after an Event of Default, Owners of Certificates evidencing at least 51% Percentage Interests of any Class affected thereby notify the Seller that the continuation of a book-entry system is not in the best interests of such Class of Owners, the Class A Certificates or any Class, as applicable, shall no longer be restricted to being registered in the Register in the name of Cede & Co. (or a successor nominee) as nominee of the Depository. At that time, the Class A Certificates shall be registered in the name of and deposited with a successor depository operating a global book-entry system, as may be acceptable to the Seller, or such depository's agent or designee but, if the Seller does not select such alternative global book-entry system, then the Trustee shall notify the Owners of the Class A Certificates in writing of the termination of the book-entry system and the Class A Certificates may be registered in whatever name or names registered Owners of Class A Certificates transferring Class A Certificates shall designate, in accordance with the provisions hereof. (i) Notwithstanding any other provision of this Agreement to the contrary, so long as any Class A Certificate is registered in the name of Cede & Co., as nominee of the Depository, all distributions of principal or interest on such Class A Certificates and all notices with respect to such Class A Certificates shall be made and given, respectively, in the manner provided in the Representation Letter.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Chec Funding LLC)

Registration and Transfer of Certificates. (a) The Trustee shall cause to be kept a register (the "Register") in which, subject to such reasonable regulations as it may prescribe, the Trustee shall provide for the registration of Certificates and the registration of transfer of Certificates. The Trustee is hereby initially appointed Registrar for the purpose of registering Certificates and transfers of Certificates as herein provided. The Depositor, the Owners and the Trustee shall have the right to inspect the Register upon reasonable notice during the Trustee's normal hours and to obtain copies thereof, and the Trustee shall have the right to rely upon a certificate executed on behalf of the Registrar by an Authorized Officer thereof as to the names and addresses of the Owners of the Certificates and the principal amounts and numbers of such Certificates. If a Person other than the Trustee is appointed as Registrar by the Owners of a majority of the aggregate Voting Rights represented by the Certificates then Outstanding, such Owners shall give the Trustee and the Owners prompt written notice of the appointment of such Registrar and of the location, and any change in the location, of the Register. In connection with any such appointment the reasonable fees of the Registrar shall be paid, as expenses of the Trust, pursuant to Section 7.06 hereof. (b) Subject to the provisions of Section ~~5.8 hereof with respect to the Unregistered Certificates~~5.08 hereof, upon surrender for registration of transfer of any Certificate at the office designated as the location of the Register, upon the direction of the Registrar, the Trustee shall ~~execute and~~ execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of a like Class and in the aggregate outstanding principal amount or ~~notional amount~~ Percentage Interest of the Certificate so surrendered. (c) At the option of any Owner, Certificates of any Class owned by such Owner may be exchanged for other Certificates authorized of like ~~Class,~~ Class and tenor and a like aggregate ~~original~~ outstanding principal amount or ~~notional amount~~ Percentage Interest and bearing numbers not contemporaneously outstanding, upon surrender of the Certificates to be exchanged at the office designated as the location of the Register. Whenever any Certificate is so surrendered for exchange, upon the direction of the Registrar, the Trustee shall ~~execute and~~ execute, authenticate and deliver the Certificate or Certificates which the Owner making the exchange is entitled to receive. (d) All Certificates issued upon any registration of transfer or exchange of Certificates shall be valid evidence of the same ownership interests in the Trust and entitled to the same benefits under this Agreement as the Certificates surrendered upon such registration of transfer or exchange. (e) Every Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the ~~Trustee~~ Registrar duly executed by the Owner thereof or his attorney duly authorized in writing. (f) No service charge shall be made to an Owner for any registration of transfer or exchange of Certificates, but the Registrar or Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Certificates; any other expenses in connection with such transfer or exchange shall be an expense of the Trust. (g) It is intended that the ~~Class A~~ Offered Certificates be registered so as to participate in a global book-entry system with the Depository, as set forth herein. Each Class of ~~Class A~~ Offered Certificates ~~shall~~ shall, except as otherwise provided in Subsection (h), be initially issued in the form of a single fully registered ~~Class A~~ Offered Certificate of ~~the related Class with a denomination equal to the original principal balance of the related~~ such Class. Upon initial issuance, the ownership of each such ~~Class A Certificates~~ Offered Certificate shall be registered in the Register in the name of Cede & Co., or any successor thereto, as nominee for the Depository. ~~The minimum denominations~~ On the Startup Day, the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7, Class M-1, Class M-2 and Class B Certificates shall be issued in denominations of $25,000 and integral multiples of $1,000 ~~for any Class A Certificate, $100,000 for any Class B Certificate, and 10% Percentage Interest for any Residual Certificate~~in excess thereof. The ~~Seller~~ Depositor and the Trustee are hereby authorized to execute and deliver the Representation Letter with the ~~Depository~~Depository in the form provided to the Trustee by the Depositor. With respect to ~~Class A~~ the Offered Certificates registered in the Register in the name of Cede & Co., as nominee of the Depository, the ~~Seller~~Depositor, the ~~Master~~ Servicer, the ~~Transferor~~ Seller and the Trustee shall have no responsibility or obligation to ~~the Depository's "~~Direct ~~Participants"~~ or "Indirect ~~Participants"~~ Participants or beneficial owners for which the Depository holds ~~Class A~~ Offered Certificates from time to time as a Depository. Without limiting the immediately preceding sentence, the ~~Seller~~Depositor, the ~~Master~~ Servicer, the ~~Transferor~~ Sellers and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the ~~Class A~~ Offered Certificates, (ii) the delivery to any Direct or Indirect Participant or any other Person, other than a registered Owner of ~~a Class A~~ an Offered Certificate as shown in the Register, of any notice with respect to the ~~Class A~~ Offered Certificates or (iii) the payment ~~to, or withholding with respect to,~~ to any Direct or Indirect Participant or any other Person, other than a registered Owner of ~~a Class A~~ an Offered Certificate as shown in the Register, of any amount with respect to any distribution of principal or interest on the ~~Class A~~ Offered Certificates. No Person other than a registered Owner of ~~a Class A~~ an Offered Certificate as shown in the Register shall receive a certificate evidencing such ~~Class A~~ Offered Certificate. The Certificate Issuer shall have no responsibility for or obligation with respect to the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Class A Certificates. Upon delivery by the Depository to the Trustee of written notice to the effect that the Depository has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions hereof with respect to the payment of interest by the mailing of checks or drafts to the registered Owners of ~~Class A~~ Offered Certificates appearing as registered Owners in the registration books maintained by the Trustee at the close of business on a Record Date, the name "Cede & Co." in this Agreement shall refer to such new nominee of the Depository. (h) In the event that (i) the Depository or the ~~Seller~~ Depositor advises the Trustee in writing that the Depository is no longer willing or able to discharge properly its responsibilities as nominee and depository with respect to the ~~Class A~~ Offered Certificates and either of CHEC or the ~~Seller~~ Trustee is unable to locate a qualified ~~successor,~~ successor or (ii) the ~~Seller~~ Depositor at its sole option elects to terminate the book-entry system through the Depository or (iii) after ~~an Event~~ the occurrence of ~~Default~~a Servicer Termination Event, ~~Owners~~ the beneficial owners of each Class of Offered Certificates ~~evidencing at least~~ representing Percentage Interests aggregating not less than 51% ~~Percentage Interests~~ of ~~any~~ such Class ~~affected thereby notify~~ advises the ~~Seller~~ Trustee and Depository through the Direct or Indirect Participants in writing that the continuation of a book-entry system through the Depository to the exclusion of definitive, fully registered certificates (the "Definitive Certificates") to Owners is ~~not~~ no longer in the best interests of ~~such Class of~~ the Owners, the ~~Class A~~ Offered Certificates ~~or any Class, as applicable,~~ shall no longer be restricted to being registered in the Register in the name of Cede & Co. (or a successor nominee) as nominee of the Depository. At In the case of (i) and (ii) above, CHEC may determine that ~~time,~~ the ~~Class A~~ Offered Certificates shall be registered in the name of and deposited with a successor depository operating a global book-entry system, as may be acceptable to the ~~Seller~~CHEC and at the expense of CHEC, or such depository's agent or designee but, if ~~the Seller~~ CHEC does not select such alternative global book-entry ~~system, then the Trustee shall notify the Owners of the Class A Certificates in writing of the termination of the book-entry~~ system and in the ~~Class A~~ case of (iii) above, the Offered Certificates may be registered in whatever name or names registered Owners of ~~Class A~~ Offered Certificates transferring ~~Class A~~ Offered Certificates shall designate, in accordance with the provisions hereof. (i) Notwithstanding any other provision of this Agreement to the contrary, so long as any ~~Class A~~ Offered Certificate is registered in the name of Cede & Co., as nominee of the Depository, all distributions of principal or interest on such ~~Class A~~ Offered Certificates and all notices with respect to such ~~Class A~~ Offered Certificates shall be made and given, respectively, in the manner provided in the Representation Letter.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Chec Funding LLC)

Registration and Transfer of Certificates. (a) The Trustee shall cause to be kept a register (the "“Register"”) in which, subject to such reasonable regulations as it may prescribe, the Trustee shall provide for the registration of Certificates and the registration of transfer of Certificates. The Trustee is hereby initially appointed Registrar for the purpose of registering Certificates and transfers of Certificates as herein provided. The Depositor, the Owners and the Trustee shall have the right to inspect the Register upon reasonable notice during the Trustee’s normal hours and to obtain copies thereof, and the Trustee shall have the right to rely upon a certificate executed on behalf of the Registrar by an Authorized Officer thereof as to the names and addresses of the Owners of the Certificates and the principal amounts and numbers of such Certificates. If a Person other than the Trustee is appointed as Registrar by the Owners of a majority of the aggregate Voting Rights represented by the Certificates then Outstanding, such Owners shall give the Trustee and the Owners prompt written notice of the appointment of such Registrar and of the location, and any change in the location, of the Register. In connection with any such appointment the reasonable fees of the Registrar shall be paid, as expenses of the Trust, pursuant to Section 7.06 hereof. (b) Subject to the provisions of Section ~~5.8 hereof with respect to the Unregistered Certificates~~5.08 hereof, upon surrender for registration of transfer of any Certificate at the office designated as the location of the Register, upon the direction of the Registrar, the Trustee shall ~~execute and~~ execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of a like Class and in the aggregate outstanding principal amount or ~~notional amount~~ Percentage Interest of the Certificate so surrendered. (c) At the option of any Owner, Certificates of any Class owned by such Owner may be exchanged for other Certificates authorized of like ~~Class,~~ Class and tenor and a like aggregate ~~original~~ outstanding principal amount or ~~notional amount~~ Percentage Interest and bearing numbers not contemporaneously outstanding, upon surrender of the Certificates to be exchanged at the office designated as the location of the Register. Whenever any Certificate is so surrendered for exchange, upon the direction of the Registrar, the Trustee shall ~~execute and~~ execute, authenticate and deliver the Certificate or Certificates which the Owner making the exchange is entitled to receive. (d) All Certificates issued upon any registration of transfer or exchange of Certificates shall be valid evidence of the same ownership interests in the Trust and entitled to the same benefits under this Agreement as the Certificates surrendered upon such registration of transfer or exchange. (e) Every Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the ~~Trustee~~ Registrar duly executed by the Owner thereof or his attorney duly authorized in writing. (f) No service charge shall be made to an Owner for any registration of transfer or exchange of Certificates, but the Registrar or Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Certificates; any other expenses in connection with such transfer or exchange shall be an expense of the Trust. (g) It is intended that the ~~Class A~~ Offered Certificates be registered so as to participate in a global book-entry system with the Depository, as set forth herein. Each Class of ~~Class A~~ Offered Certificates ~~shall~~ shall, except as otherwise provided in Subsection (h), be initially issued in the form of a single fully registered ~~Class A~~ Offered Certificate of ~~the related Class with a denomination equal to the original principal balance of the related~~ such Class. Upon initial issuance, the ownership of each such ~~Class A Certificates~~ Offered Certificate shall be registered in the Register in the name of Cede & Co., or any successor thereto, as nominee for the Depository. ~~The minimum denominations~~ On the Startup Day, the Offered Certificates (other than the Class B-3 Certificates) shall be issued in denominations of $25,000 and integral multiples of $1,000 ~~for any~~ in excess thereof and the Class ~~A Certificate,~~ B-3 Certificates shall be issued in denomination of $100,000 ~~for any Class B Certificate,~~ and ~~10% Percentage Interest for any Residual Certificate~~integral multiples of $1,000 in excess thereof. The ~~Seller~~ Depositor and the Trustee are hereby authorized to execute and deliver the Representation Letter with the ~~Depository~~Depository in the form provided to the Trustee by the Depositor. With respect to ~~Class A~~ the Offered Certificates registered in the Register in the name of Cede & Co., as nominee of the Depository, the ~~Seller~~Depositor, the ~~Master~~ Servicer, the ~~Transferor~~ Seller and the Trustee shall have no responsibility or obligation to ~~the Depository's "~~Direct ~~Participants"~~ or "Indirect ~~Participants"~~ Participants or beneficial owners for which the Depository holds ~~Class A~~ Offered Certificates from time to time as a Depository. Without limiting the immediately preceding sentence, the ~~Seller~~Depositor, the ~~Master~~ Servicer, the ~~Transferor~~ Sellers and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the ~~Class A~~ Offered Certificates, (ii) the delivery to any Direct or Indirect Participant or any other Person, other than a registered Owner of ~~a Class A~~ an Offered Certificate as shown in the Register, of any notice with respect to the ~~Class A~~ Offered Certificates or (iii) the payment ~~to, or withholding with respect to,~~ to any Direct or Indirect Participant or any other Person, other than a registered Owner of ~~a Class A~~ an Offered Certificate as shown in the Register, of any amount with respect to any distribution of principal or interest on the ~~Class A~~ Offered Certificates. No Person other than a registered Owner of ~~a Class A~~ an Offered Certificate as shown in the Register shall receive a certificate evidencing such ~~Class A~~ Offered Certificate. The Certificate Issuer shall have no responsibility for or obligation with respect to the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Class A Certificates. Upon delivery by the Depository to the Trustee of written notice to the effect that the Depository has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions hereof with respect to the payment of interest by the mailing of checks or drafts to the registered Owners of ~~Class A~~ Offered Certificates appearing as registered Owners in the registration books maintained by the Trustee at the close of business on a Record Date, the name "“Cede & Co." ” in this Agreement shall refer to such new nominee of the Depository. (h) In the event that (i) the Depository or the ~~Seller~~ Depositor advises the Trustee in writing that the Depository is no longer willing or able to discharge properly its responsibilities as nominee and depository with respect to the ~~Class A~~ Offered Certificates and either of CHEC or the ~~Seller~~ Trustee is unable to locate a qualified ~~successor,~~ successor or (ii) the ~~Seller~~ Depositor at its sole option elects to terminate the book-entry system through the Depository or (iii) after ~~an Event~~ the occurrence of ~~Default~~a Servicer Termination Event, ~~Owners~~ the beneficial owners of each Class of Offered Certificates ~~evidencing at least~~ representing Percentage Interests aggregating not less than 51% ~~Percentage Interests~~ of ~~any~~ such Class ~~affected thereby notify~~ advises the ~~Seller~~ Trustee and Depository through the Direct or Indirect Participants in writing that the continuation of a book-entry system through the Depository to the exclusion of definitive, fully registered certificates (the “Definitive Certificates”) to Owners is ~~not~~ no longer in the best interests of ~~such Class of~~ the Owners, the ~~Class A~~ Offered Certificates ~~or any Class, as applicable,~~ shall no longer be restricted to being registered in the Register in the name of Cede & Co. (or a successor nominee) as nominee of the Depository. At In the case of (i) and (ii) above, CHEC may determine that ~~time,~~ the ~~Class A~~ Offered Certificates shall be registered in the name of and deposited with a successor depository operating a global book-entry system, as may be acceptable to the ~~Seller~~CHEC and at the expense of CHEC, or such depository's ’s agent or designee but, if ~~the Seller~~ CHEC does not select such alternative global book-entry ~~system, then the Trustee shall notify the Owners of the Class A Certificates in writing of the termination of the book-entry~~ system and in the ~~Class A~~ case of (iii) above, the Offered Certificates may be registered in whatever name or names registered Owners of ~~Class A~~ Offered Certificates transferring ~~Class A~~ Offered Certificates shall designate, in accordance with the provisions hereof. (i) Notwithstanding any other provision of this Agreement to the contrary, so long as any ~~Class A~~ Offered Certificate is registered in the name of Cede & Co., as nominee of the Depository, all distributions of principal or interest on such ~~Class A~~ Offered Certificates and all notices with respect to such ~~Class A~~ Offered Certificates shall be made and given, respectively, in the manner provided in the Representation Letter.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Centex Home Equity Loan Trust 2005-D)

Registration and Transfer of Certificates. (a) The Trustee shall ~~cause to~~ establish and maintain the Certificate Register for the registration and registration of transfer of Certificates as provided in this Agreement. Said Certificate Register shall be ~~kept a register (~~available at all reasonable times for inspection by the ~~"Register") in which~~Trustor, ~~subject to such reasonable regulations as it may prescribe~~the Servicer and their respective agents and representatives, and the Trustee shall provide ~~for~~ to the ~~registration of Certificates~~ Trustor and the ~~registration~~ Servicer, upon their written request, an accurate copy of ~~transfer~~ the names and addresses of ~~Certificates~~the Holders set forth in the Certificate Register. (b) ~~Subject to the provisions of Section 5.8 hereof with respect to the Unregistered Certificates, upon surrender for registration of~~ The transfer of any Certificate at may be registered only upon the ~~office designated~~ Certificate Register upon surrender thereof to the Trustee together with an assignment duly executed by the Holder or such Holder’s attorney or legal representative in such form as shall be satisfactory to the ~~location~~ Trustee and in compliance with Section 3.14. Upon any such registration of ~~the Register~~transfer, the Trustee shall execute and ~~authenticate and deliver~~deliver in exchange for such Certificate a new registered Certificate or Certificates, registered in the name of the ~~designated transferee or transferees~~transferee, ~~one or more new Certificates~~ of ~~a like~~ any Authorized Denomination in the aggregate Certificate Balance equal to the Certificate Balance of such Certificate surrendered for transfer, of the same Class and terms, and entitling the Holder thereof to receive payments in the same manner and in the ~~aggregate principal or notional amount of~~ same form as the ~~Certificate~~ Certificates so ~~surrendered~~surrendered for transfer. (c) ~~At the option of any Owner,~~ In all cases in which Certificates ~~of any Class owned by such Owner may~~ shall be exchanged ~~for other~~ or the transfer of Certificates ~~authorized of like Class, tenor and a like aggregate original principal or notional amount and bearing numbers not contemporaneously outstanding, upon surrender of the Certificates to~~ shall be ~~exchanged at the office designated as the location of the Register. Whenever any Certificate is so surrendered for exchange~~registered hereunder, the Trustee shall execute and ~~authenticate and~~ deliver at the ~~Certificate or~~ earliest practicable time Certificates ~~which~~ in accordance with the ~~Owner making the exchange is entitled to receive. (d)~~ provisions of this Agreement. All Certificates ~~issued upon~~ surrendered in any such exchange or registration of transfer ~~or exchange of Certificates~~ shall be valid evidence of the same ownership interests in the Trust and entitled to the same benefits under this Agreement as the Certificates surrendered upon such registration of transfer or exchange. (e) Every Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee duly executed cancelled by the ~~Owner thereof or his attorney duly authorized in writing. (f)~~ Trustee. No service charge shall be made ~~to an Owner~~ for any ~~registration of~~ registration, transfer or exchange of Certificates, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any ~~registration of~~ transfer or exchange of Certificates~~; any other expenses in connection with such transfer or exchange shall be an expense of the Trust~~. (g) It is intended that the Class A Certificates be registered so as to participate in a global book-entry system with the Depository, as set forth herein. Each Class of Class A Certificates shall be initially issued in the form of a single fully registered Class A Certificate of the related Class with a denomination equal to the original principal balance of the related Class. Upon initial issuance, the ownership of such Class A Certificates shall be registered in the Register in the name of Cede & Co., or any successor thereto, as nominee for the Depository. The minimum denominations shall be $1,000 for any Class A Certificate, $100,000 for any Class B Certificate, and 10% Percentage Interest for any Residual Certificate. The Seller and the Trustee are hereby authorized to execute and deliver the Representation Letter with the Depository. With respect to Class A Certificates registered in the Register in the name of Cede & Co., as nominee of the Depository, the Seller, the Master Servicer, the Transferor and the Trustee shall have no responsibility or obligation to the Depository's "Direct Participants" or "Indirect Participants" or beneficial owners for which the Depository holds Class A Certificates from time to time as a Depository. Without limiting the immediately preceding sentence, the Seller, the Master Servicer, the Transferor and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Class A Certificates, (ii) the delivery to any Direct or Indirect Participant or any other Person, other than a registered Owner of a Class A Certificate as shown in the Register, of any notice with respect to the Class A Certificates or (iii) the payment to, or withholding with respect to, any Direct or Indirect Participant or any other Person, other than a registered Owner of a Class A Certificate as shown in the Register, of any amount with respect to any distribution of principal or interest on the Class A Certificates. No Person other than a registered Owner of a Class A Certificate as shown in the Register shall receive a certificate evidencing such Class A Certificate. The Certificate Issuer shall have no responsibility for or obligation with respect to the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Class A Certificates. Upon delivery by the Depository to the Trustee of written notice to the effect that the Depository has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions hereof with respect to the payment of interest by the mailing of checks or drafts to the registered Owners of Class A Certificates appearing as registered Owners in the registration books maintained by the Trustee at the close of business on a Record Date, the name "Cede & Co." in this Agreement shall refer to such new nominee of the Depository. (h) In the event that (i) the Depository or the Seller advises the Trustee in writing that the Depository is no longer willing or able to discharge properly its responsibilities as nominee and depository with respect to the Class A Certificates and the Seller is unable to locate a qualified successor, (ii) the Seller at its sole option elects to terminate the book-entry system through the Depository or (iii) after an Event of Default, Owners of Certificates evidencing at least 51% Percentage Interests of any Class affected thereby notify the Seller that the continuation of a book-entry system is not in the best interests of such Class of Owners, the Class A Certificates or any Class, as applicable, shall no longer be restricted to being registered in the Register in the name of Cede & Co. (or a successor nominee) as nominee of the Depository. At that time, the Class A Certificates shall be registered in the name of and deposited with a successor depository operating a global book-entry system, as may be acceptable to the Seller, or such depository's agent or designee but, if the Seller does not select such alternative global book-entry system, then the Trustee shall notify the Owners of the Class A Certificates in writing of the termination of the book-entry system and the Class A Certificates may be registered in whatever name or names registered Owners of Class A Certificates transferring Class A Certificates shall designate, in accordance with the provisions hereof. (i) Notwithstanding any other provision of this Agreement to the contrary, so long as any Class A Certificate is registered in the name of Cede & Co., as nominee of the Depository, all distributions of principal or interest on such Class A Certificates and all notices with respect to such Class A Certificates shall be made and given, respectively, in the manner provided in the Representation Letter.

Appears in 1 contract

Sources: Trust Agreement (Municipal Mortgage & Equity LLC)

Registration and Transfer of Certificates. (a) The Trustee shall cause to be kept a register (the "“Register"”) in which, subject to such reasonable regulations as it may prescribe, the Trustee shall provide for the registration of Certificates and the registration of transfer of Certificates. The Trustee is hereby initially appointed Registrar for the purpose of registering Certificates and transfers of Certificates as herein provided. The Depositor, the Owners and the Trustee shall have the right to inspect the Register upon reasonable notice during the Trustee’s normal hours and to obtain copies thereof, and the Trustee shall have the right to rely upon a certificate executed on behalf of the Registrar by an Authorized Officer thereof as to the names and addresses of the Owners of the Certificates and the principal amounts and numbers of such Certificates. If a Person other than the Trustee is appointed as Registrar by the Owners of a majority of the aggregate Voting Rights represented by the Certificates then Outstanding, such Owners shall give the Trustee and the Owners prompt written notice of the appointment of such Registrar and of the location, and any change in the location, of the Register. In connection with any such appointment the reasonable fees of the Registrar shall be paid, as expenses of the Trust, pursuant to Section 7.06 hereof. (b) Subject to the provisions of Section ~~5.8 hereof with respect to the Unregistered Certificates~~5.08 hereof, upon surrender for registration of transfer of any Certificate at the office designated as the location of the Register, upon the direction of the Registrar, the Trustee shall ~~execute and~~ execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of a like Class and in the aggregate outstanding principal amount or ~~notional amount~~ Percentage Interest of the Certificate so surrendered. (c) At the option of any Owner, Certificates of any Class owned by such Owner may be exchanged for other Certificates authorized of like ~~Class,~~ Class and tenor and a like aggregate ~~original~~ outstanding principal amount or ~~notional amount~~ Percentage Interest and bearing numbers not contemporaneously outstanding, upon surrender of the Certificates to be exchanged at the office designated as the location of the Register. Whenever any Certificate is so surrendered for exchange, upon the direction of the Registrar, the Trustee shall ~~execute and~~ execute, authenticate and deliver the Certificate or Certificates which the Owner making the exchange is entitled to receive. (d) All Certificates issued upon any registration of transfer or exchange of Certificates shall be valid evidence of the same ownership interests in the Trust and entitled to the same benefits under this Agreement as the Certificates surrendered upon such registration of transfer or exchange. (e) Every Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the ~~Trustee~~ Registrar duly executed by the Owner thereof or his attorney duly authorized in writing. (f) No service charge shall be made to an Owner for any registration of transfer or exchange of Certificates, but the Registrar or Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Certificates; any other expenses in connection with such transfer or exchange shall be an expense of the Trust. (g) It is intended that the ~~Class A~~ Offered Certificates be registered so as to participate in a global book-entry system with the Depository, as set forth herein. Each Class of ~~Class A~~ Offered Certificates ~~shall~~ shall, except as otherwise provided in Subsection (h), be initially issued in the form of a single fully registered ~~Class A~~ Offered Certificate of ~~the related Class with a denomination equal to the original principal balance of the related~~ such Class. Upon initial issuance, the ownership of each such ~~Class A Certificates~~ Offered Certificate shall be registered in the Register in the name of Cede & Co., or any successor thereto, as nominee for the Depository. ~~The minimum denominations~~ On the Startup Day, the Offered Certificates, other than the Class M-10 and Class M-11 Certificates, shall be issued in denominations of $25,000 and integral multiples of $1,000 ~~for any~~ in excess thereof; the Class ~~A Certificate,~~ M-10 and Class M-11 Certificates shall be issued in denominations of $100,000 ~~for any Class B Certificate,~~ and ~~10% Percentage Interest for any Residual Certificate~~integral multiples of $1,000 in excess thereof. The ~~Seller~~ Depositor and the Trustee are hereby authorized to execute and deliver the Representation Letter with the ~~Depository~~Depository in the form provided to the Trustee by the Depositor. With respect to ~~Class A~~ the Offered Certificates registered in the Register in the name of Cede & Co., as nominee of the Depository, the ~~Seller~~Depositor, the ~~Master~~ Servicer, the ~~Transferor~~ Seller and the Trustee shall have no responsibility or obligation to ~~the Depository's "~~Direct ~~Participants"~~ or "Indirect ~~Participants"~~ Participants or beneficial owners for which the Depository holds ~~Class A~~ Offered Certificates from time to time as a Depository. Without limiting the immediately preceding sentence, the ~~Seller~~Depositor, the ~~Master~~ Servicer, the ~~Transferor~~ Seller and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the ~~Class A~~ Offered Certificates, (ii) the delivery to any Direct or Indirect Participant or any other Person, other than a registered Owner of ~~a Class A~~ an Offered Certificate as shown in the Register, of any notice with respect to the ~~Class A~~ Offered Certificates or (iii) the payment ~~to, or withholding with respect to,~~ to any Direct or Indirect Participant or any other Person, other than a registered Owner of ~~a Class A~~ an Offered Certificate as shown in the Register, of any amount with respect to any distribution of principal or interest on the ~~Class A~~ Offered Certificates. No Person other than a registered Owner of ~~a Class A~~ an Offered Certificate as shown in the Register shall receive a certificate evidencing such ~~Class A~~ Offered Certificate. The Certificate Issuer shall have no responsibility for or obligation with respect to the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Class A Certificates. Upon delivery by the Depository to the Trustee of written notice to the effect that the Depository has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions hereof with respect to the payment of interest by the mailing of checks or drafts to the registered Owners of ~~Class A~~ Offered Certificates appearing as registered Owners in the registration books maintained by the Trustee at the close of business on a Record Date, the name "“Cede & Co." ” in this Agreement shall refer to such new nominee of the Depository. (h) In the event that (i) the Depository or the ~~Seller~~ Depositor advises the Trustee in writing that the Depository is no longer willing or able to discharge properly its responsibilities as nominee and depository with respect to the ~~Class A~~ Offered Certificates and either of Nationstar Mortgage or the ~~Seller~~ Trustee is unable to locate a qualified ~~successor,~~ successor or (ii) the ~~Seller~~ Depositor at its sole option elects to terminate the book-entry system through the Depository or (iii) after ~~an Event~~ the occurrence of ~~Default~~a Servicer Termination Event, ~~Owners~~ the beneficial owners of each Class of Offered Certificates ~~evidencing at least~~ representing Percentage Interests aggregating not less than 51% ~~Percentage Interests~~ of ~~any~~ such Class ~~affected thereby notify~~ advises the ~~Seller~~ Trustee and Depository through the Direct or Indirect Participants in writing that the continuation of a book-entry system through the Depository to the exclusion of definitive, fully registered certificates (the “Definitive Certificates”) to Owners is ~~not~~ no longer in the best interests of ~~such Class of~~ the Owners, the ~~Class A~~ Offered Certificates ~~or any Class, as applicable,~~ shall no longer be restricted to being registered in the Register in the name of Cede & Co. (or a successor nominee) as nominee of the Depository. At In the case of (i) and (ii) above, Nationstar Mortgage may determine that ~~time,~~ the ~~Class A~~ Offered Certificates shall be registered in the name of and deposited with a successor depository operating a global book-entry system, as may be acceptable to Nationstar Mortgage and at the ~~Seller~~expense of Nationstar Mortgage, or such depository's ’s agent or designee but, if ~~the Seller~~ Nationstar Mortgage does not select such alternative global book-entry ~~system, then the Trustee shall notify the Owners of the Class A Certificates in writing of the termination of the book-entry~~ system and in the ~~Class A~~ case of (iii) above, the Offered Certificates may be registered in whatever name or names registered Owners of ~~Class A~~ Offered Certificates transferring ~~Class A~~ Offered Certificates shall designate, in accordance with the provisions hereof. (i) Notwithstanding any other provision of this Agreement to the contrary, so long as any ~~Class A~~ Offered Certificate is registered in the name of Cede & Co., as nominee of the Depository, all distributions of principal or interest on such ~~Class A~~ Offered Certificates and all notices with respect to such ~~Class A~~ Offered Certificates shall be made and given, respectively, in the manner provided in the Representation Letter.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Nationstar Home Equity Loan Trust 2006-B)

Registration and Transfer of Certificates. (a) The Grantor Trustee shall cause to be kept a register (the "Register") in which, subject to such reasonable regulations as it may prescribe, the Grantor Trustee shall provide for the registration of Floating Rate Certificates and the registration of transfer of Floating Rate Certificates. The Grantor Trustee is hereby appointed Registrar for the purpose of registering Floating Rate Certificates and transfers of Floating Rate Certificates as herein provided. (b) Subject to the provisions of Section 5.8 hereof with respect to the Unregistered Certificates, upon surrender for registration of transfer of any Certificate at the office designated as the location of the Register, the Trustee shall execute and authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of a like Class and in the aggregate principal or notional amount of the Certificate so surrendered. (c) At the option of any ~~Owner~~Holder, Floating Rate Certificates of any Class owned by such ~~Owner~~ Holder may be transferred or exchanged for other Floating Rate Certificates authorized of like ~~Class,~~ Class and tenor and a like aggregate original principal amount or ~~notional amount~~ Percentage Interest and bearing numbers not contemporaneously outstanding, upon surrender of the Floating Rate Certificates to be transferred or exchanged at the office designated as the location of the Register. Whenever any Floating Rate Certificate is so surrendered for exchange, the Grantor Trustee shall ~~execute and~~ execute, authenticate and deliver the Floating Rate Certificate or Certificates which the ~~Owner~~ Holder making the exchange is entitled to receive. Any transfer of a Floating Rate Certificate is subject to the transfer restrictions set forth in Section 5.04(d). (dc) All Floating Rate Certificates issued upon any registration of transfer or exchange of Floating Rate Certificates shall be valid evidence of the same ownership interests in the Trust and entitled to the same benefits under this Agreement as the Floating Rate Certificates surrendered upon such registration of transfer or exchange. (ed) Every Floating Rate Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the ~~Trustee~~ Registrar duly executed by the ~~Owner~~ Holder thereof or his attorney duly authorized in writing. No transfer of a Floating Rate Certificate shall be made to any employee benefit or other plan that is subject to the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the Code, to a trustee or other person acting on behalf of any such plan, or to any other person using "plan assets" to effect such acquisition (each, a "Plan Investor"), unless the prospective transferee of a Certificateholder desiring to transfer its Floating Rate Certificate provides the Grantor Trustee with either (A) an Opinion of Counsel acceptable to and in form and substance satisfactory to the Grantor Trustee and the Depositor to the effect that the purchase or holding of such Floating Rate Certificate is permissible under applicable law, will not constitute or result in any non-exempt prohibited transaction under Section 406 of ERISA, or Section 4975 of the Code (or comparable provisions of any subsequent enactments), and will not subject the Grantor Trustee, the Depositor or the Servicer to any obligation or liability (including obligations or liabilities under ERISA or Section 4975 of the Code) in addition to those undertaken in this Agreement or the Pooling and Servicing Agreement, which Opinion of Counsel shall not be an expense of the Grantor Trustee, the Depositor or the Servicer; or (B) the prospective transferee shall be required to provide the Grantor Trustee and the Depositor with a certification, which the Grantor Trustee and the Depositor may rely upon without further inquiry or investigation, or such other certifications as the Grantor Trustee or the Depositor may deem desirable or necessary in order to establish that such transferee or the Person in whose name such registration is requested either (a) is not a Plan Investor or (b) one or more of the following class exemptions are applicable to the holding by the prospective transferee of the Floating Rate Certificates by or with Plan Assets of a Plan: (i) Prohibited Transaction Class Exemption ("PTCE") ▇▇-▇▇, (▇▇) ▇▇▇▇ ▇▇-▇▇, (▇▇▇) PTCE 91-38, (iv) PTCE 90-1; or (v) PTCE 84-14. Notwithstanding the foregoing, an Opinion of Counsel or certification will not be required with respect to the transfer of any Floating Rate Certificate for so long as such Floating Rate Certificate is held in the name of a Depository or its nominee (each such Floating Rate Certificate, a "Book-Entry Certificate"). Any transferee of a Book-Entry Certificate will be deemed to have represented by virtue of its purchase or holding of such Book-Entry Certificate (or interest therein) that either (a) such transferee is not a Plan Investor or (b) one or more of the following class exemptions are applicable to the holding by the prospective transferee of the Floating Rate Certificates by or with Plan Assets of a Plan: (i) Prohibited Transaction Class Exemption ("PTCE") ▇▇-▇▇, (▇▇) ▇▇▇▇ ▇▇-▇▇, (▇▇▇) PTCE 91-38, (iv) PTCE 90-1; or (v) PTCE 84-14. If any Book-Entry Certificate (or any interest therein) is acquired or held in violation of the provisions of clause (b) above, then the last preceding transferee that either (i) is not a Plan Investor or (ii) whose holding is exempt as provided in clause (b) above shall be restored, to the extent permitted by law, to all rights and obligations as Certificateholder thereof retroactive to the date of such transfer of such Book-Entry Certificate. Any purported Certificateholder whose acquisition or holding of any Book-Entry Certificate (or interest therein) was effected in violation of the restrictions in this Section 5.04(d) shall indemnify and hold harmless the Depositor, the Grantor Trustee, the Servicer, and the Trust from and against any and all liabilities, claims, costs or expenses incurred by such parties as a result of such acquisition or holding. The Grantor Trustee shall be under no liability to any Person for making any payments due on any Certificate to such preceding transferee that is not a Plan Investor or whose holding is exempt as provided in clause (b) above. (fe) No service charge shall be made to ~~an Owner~~ a Holder for any registration of transfer or exchange of Floating Rate Certificates, but the Registrar or Grantor Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Floating Rate Certificates; any other expenses in connection with such transfer or exchange shall be an expense of the Trust. (gf) It is intended that the ~~Class A~~ Floating Rate Certificates be registered so as to participate in a global ~~book-~~book entry system with the Depository, as set forth herein. ~~Each Class of Class A~~ The Floating Rate Certificates ~~shall~~ shall, except as otherwise provided in Subsection (g), be initially issued in the form of a single fully registered ~~Class A~~ Certificate of ~~the related Class with a denomination equal to the original principal balance of the related~~ such Class. Upon initial issuance, the ownership of each such ~~Class A Certificates~~ Certificate shall be registered in the Register in the name of Cede & Co., or any successor thereto, as nominee for the Depository. The Floating Rate Certificates will be in fully-registered form only in minimum denominations ~~shall be~~ of $~~1,000 for any Class A Certificate,~~ 25,000 Certificate Principal Balance and integral multiples of $100,000 for any Class B Certificate, and 10% Percentage Interest for any Residual Certificate. The Seller and the Trustee are hereby authorized to execute and deliver the Representation Letter with the Depository1 in excess thereof. With respect to ~~Class A~~ the Certificates registered in the Register in the name of Cede & Co., as nominee of the Depository, the ~~Seller~~Depositor, the ~~Master Servicer, the Transferor~~ Servicer and the Grantor Trustee shall have no responsibility or obligation to ~~the Depository's "~~Direct ~~Participants"~~ or "Indirect ~~Participants"~~ Participants or beneficial owners for which the Depository holds ~~Class A~~ Floating Rate Certificates from time to time as a Depository. Without limiting the immediately preceding sentence, the ~~Seller~~Depositor, the ~~Master Servicer, the Transferor~~ Servicer and the Grantor Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the ~~Class A~~ Certificates, (ii) the delivery to any Direct or Indirect Participant or any other Person, other than a registered ~~Owner~~ Holder of a ~~Class A~~ Certificate as shown in the Register, of any notice with respect to the ~~Class A~~ Floating Rate Certificates or (iii) the payment ~~to, or withholding with respect to,~~ to any Direct or Indirect Participant or any other Person, other than a registered ~~Owner~~ Holder of a ~~Class A~~ Certificate as shown in the Register, of any amount with respect to any distribution of principal or interest on the ~~Class A~~ Floating Rate Certificates. No Person other than a registered ~~Owner~~ Holder of a ~~Class A~~ Certificate as shown in the Register shall receive a certificate evidencing such ~~Class A~~ Certificate. The Certificate Issuer shall have no responsibility for or obligation with respect to the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Class A Certificates. Upon delivery by the Depository to the Grantor Trustee of written notice to the effect that the Depository has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions hereof with respect to the payment of interest by the mailing of checks or drafts to the registered ~~Owners~~ Holders of ~~Class A~~ Floating Rate Certificates appearing as registered ~~Owners~~ Holders in the registration books maintained by the Grantor Trustee at the close of business on a Record Date, the name "Cede & Co." in this Agreement shall refer to such new nominee of the Depository. (hg) In the event that (i) the Depository or the ~~Seller~~ Depositor advises the Grantor Trustee in writing that the Depository is no longer willing or able to discharge properly its responsibilities as nominee and depository with respect to the ~~Class A~~ Floating Rate Certificates and the ~~Seller~~ Depositor or the Grantor Trustee is unable to locate a qualified ~~successor,~~ successor or (ii) the ~~Seller~~ Depositor at its sole option elects to terminate the book-entry system through the Depository or (iii) after an Event of Default, Owners of Certificates evidencing at least 51% Percentage Interests of any Class affected thereby notify the Seller that the continuation of a book-entry system is not in the best interests of such Class of OwnersDepository, the ~~Class A~~ Floating Rate Certificates ~~or any Class, as applicable,~~ shall no longer be restricted to being registered in the Register in the name of Cede & Co. (or a successor nominee) as nominee of the Depository. At that time, the ~~Class A~~ Depositor may determine that the Floating Rate Certificates shall be registered in the name of and deposited with a successor depository operating a global book-entry system, as may be acceptable to the ~~Seller~~Depositor and at the Depositor's expense, or such depository's agent or designee but, if the ~~Seller~~ Depositor does not select such alternative global book-entry system, then the ~~Trustee shall notify the Owners of the Class A Certificates in writing of the termination of the book-entry system and the Class A~~ Floating Rate Certificates may be registered in whatever name or names registered ~~Owners~~ Holders of ~~Class A~~ the Floating Rate Certificates transferring ~~Class A~~ the Floating Rate Certificates shall designate, in accordance with the provisions hereof. (ih) Notwithstanding any other provision of this Agreement to the contrary, so long as any ~~Class A Certificate~~ of the Floating Rate Certificates is registered in the name of Cede & Co., as nominee of the Depository, all distributions of principal or interest on such ~~Class A~~ Floating Rate Certificates and all notices with respect to such ~~Class A~~ Floating Rate Certificates shall be made and given, respectively, in to the ~~manner provided in the Representation Letter~~Depository.

Appears in 1 contract

Sources: Grantor Trust Agreement (Credit Suisse First Boston Mortgage Securities Corp)

Registration and Transfer of Certificates. (a) The Trustee shall cause to be kept a register (the "Register") in which, subject to such reasonable regulations as it may prescribe, the Trustee shall provide for the registration of Certificates and the registration of transfer of Certificates. The Trustee is hereby initially appointed Registrar for the purpose of registering Certificates and transfers of Certificates as herein provided. The Owners and the Trustee shall have the right to inspect the Register during the Trustee's normal hours and to obtain copies thereof, and the Trustee shall have the right to rely upon a certificate executed on behalf of the Registrar by an Authorized Officer thereof as to the names and addresses of the Owners of the Certificates and the principal amounts and numbers of such Certificates. If a Person other than the Trustee is appointed as Registrar by the Owners of a majority of the aggregate Percentage Interests represented by the Offered Certificates then Outstanding or if there are no longer any Offered Certificates then outstanding, by such majority of the Percentage Interests represented by the Class R Certificates, such Owners shall give the Trustee and the Owners prompt written notice of the appointment of such Registrar and of the location, and any change in the location, of the Register. In connection with any such appointment the reasonable fees of the Registrar shall be paid, as expenses of the Trust, pursuant to Section 7.06 hereof. (b) Subject to the provisions of Section ~~5.8 hereof with respect to the Unregistered Certificates~~5.08 hereof, upon surrender for registration of transfer of any Certificate at the office designated as the location of the Register, upon the direction of the Registrar, the Trustee shall ~~execute and~~ execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of a like Class and in the aggregate principal amount or ~~notional amount~~ percentage interest of the Certificate so surrendered. (c) At the option of any Owner, Certificates of any Class owned by such Owner may be exchanged for other Certificates authorized of like ~~Class,~~ Class and tenor and a like aggregate original principal amount or ~~notional amount~~ percentage interest and bearing numbers not contemporaneously outstanding, upon surrender of the Certificates to be exchanged at the office designated as the location of the Register. Whenever any Certificate is so surrendered for exchange, upon the direction of the Registrar, the Trustee shall ~~execute and~~ execute, authenticate and deliver the Certificate or Certificates which the Owner making the exchange is entitled to receive. (d) All Certificates issued upon any registration of transfer or exchange of Certificates shall be valid evidence of the same ownership interests in the Trust and entitled to the same benefits under this Agreement as the Certificates surrendered upon such registration of transfer or exchange. (e) Every Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the ~~Trustee~~ Registrar duly executed by the Owner thereof or his attorney duly authorized in writing. (f) No service charge shall be made to an Owner for any registration of transfer or exchange of Certificates, but the Registrar or Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Certificates; any other expenses in connection with such transfer or exchange shall be an expense of the Trust. (g) It is intended that the ~~Class A~~ Offered Certificates be registered so as to participate in a global book-entry system with the Depository, as set forth herein. Each Class of ~~Class A~~ Offered Certificates ~~shall~~ shall, except as otherwise provided in Subsection (h), be initially issued in the form of a single fully registered ~~Class A~~ Offered Certificate of ~~the related Class with a denomination equal to the original principal balance of the related~~ such Class. Upon initial issuance, the ownership of each such ~~Class A Certificates~~ Offered Certificate shall be registered in the Register in the name of Cede & Co., or any successor thereto, as nominee for the Depository. ~~The minimum denominations~~ On the Startup Day, no Offered Certificates shall be issued in denominations of less than $25,000 and integral multiples of $1,000 ~~for any Class A Certificate, $100,000 for any Class B Certificate, and 10% Percentage Interest for any Residual Certificate~~in excess thereof. The ~~Seller~~ Depositor and the Trustee are hereby authorized to execute and deliver the Representation Letter with the ~~Depository~~Depository in the form provided to the Trustee by the Depositor. With respect to ~~Class A~~ the Offered Certificates registered in the Register in the name of Cede & Co., as nominee of the Depository, the ~~Seller~~Depositor, the ~~Master~~ Servicer, the ~~Transferor~~ Seller and the Trustee shall have no responsibility or obligation to ~~the Depository's "~~Direct ~~Participants"~~ or "Indirect ~~Participants"~~ Participants or beneficial owners for which the Depository holds ~~Class A~~ Offered Certificates from time to time as a Depository. Without limiting the immediately preceding sentence, the ~~Seller~~Depositor, the ~~Master~~ Servicer, the ~~Transferor~~ Seller and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the ~~Class A~~ Offered Certificates, (ii) the delivery to any Direct or Indirect Participant or any other Person, other than a registered Owner of a ~~Class A~~ Offered Certificate as shown in the Register, of any notice with respect to the ~~Class A~~ Offered Certificates or (iii) the payment ~~to, or withholding with respect to,~~ to any Direct or Indirect Participant or any other Person, other than a registered Owner of a ~~Class A~~ Offered Certificate as shown in the Register, of any amount with respect to any distribution of principal or interest on the ~~Class A~~ Offered Certificates. No Person other than a registered Owner of a ~~Class A~~ Offered Certificate as shown in the Register shall receive a certificate evidencing such ~~Class A~~ Offered Certificate. The Certificate Issuer shall have no responsibility for or obligation with respect to the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Class A Certificates. Upon delivery by the Depository to the Trustee of written notice to the effect that the Depository has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions hereof with respect to the payment of interest by the mailing of checks or drafts to the registered Owners of ~~Class A~~ Offered Certificates appearing as registered Owners in the registration books maintained by the Trustee at the close of business on a Record Date, the name "Cede & Co." in this Agreement shall refer to such new nominee of the Depository. (h) In the event that (i) the Depository or the Seller advises the Trustee in writing that the Depository is no longer willing or able to discharge properly its responsibilities as nominee and depository with respect to the ~~Class A~~ Offered Certificates and the Seller or the Trustee is unable to locate a qualified successor, (ii) the Seller at its sole option elects to terminate the book-entry system through the ~~Depository~~ Depository, or (iii) ~~after~~ following an Event of Default, the Owners of ~~Certificates evidencing at least 51%~~ a majority of the Percentage Interests of ~~any Class affected thereby notify~~ the ~~Seller that~~ Offered Certificates elect to discontinue the ~~continuation of a~~ book-entry system is as not in ~~the~~ their best ~~interests of such Class of Owners~~interests, the ~~Class A~~ Offered Certificates ~~or any Class, as applicable,~~ shall no longer be restricted to being registered in the Register in the name of Cede & Co. (or a successor nominee) as nominee of the Depository. At that time, the ~~Class A~~ Seller may determine that the Offered Certificates shall be registered in the name of and deposited with a successor depository operating a global book-entry system, as may be acceptable to the Seller and at the Seller's expense, or such depository's agent or designee but, if the Seller does not select such alternative global book-entry system, then the ~~Trustee shall notify the Owners of the Class A Certificates in writing of the termination of the book-entry system and the Class A~~ Offered Certificates may be registered in whatever name or names registered Owners of ~~Class A~~ Offered Certificates transferring ~~Class A~~ Offered Certificates shall designate, in accordance with the provisions hereof. (i) Notwithstanding any other provision of this Agreement to the contrary, so long as any ~~Class A~~ Offered Certificate is registered in the name of Cede & Co., as nominee of the Depository, all distributions of principal or interest on such ~~Class A~~ Offered Certificates and all notices with respect to such ~~Class A~~ Offered Certificates shall be made and given, respectively, in the manner provided in the Representation Letter.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Imc Home Equity Loan Trust 1997-3)

Registration and Transfer of Certificates. (a) The Trustee shall cause to be kept a register (the "Register") in which, subject to such reasonable regulations as it may prescribe, the Trustee shall provide for the registration of Certificates and the registration of transfer of Certificates. The Trustee is hereby initially appointed Registrar for the purpose of registering Certificates and transfers of Certificates as herein provided. The Certificate Insurer, the Owners and the Trustee shall have the right to inspect the Register during the Trustee's normal hours and to obtain copies thereof, and the Trustee shall have the right to rely upon a certificate executed on behalf of the Registrar by an Authorized Officer thereof as to the names and addresses of the Owners of the Certificates and the principal amounts and numbers of such Certificates. If a Person other than the Trustee is appointed as Registrar by the Owners of a majority of the aggregate Percentage Interests represented by the Class A Certificates then Outstanding with the consent of the Certificate Insurer, or if there are no longer any Class A Certificates then outstanding, by such majority of the Percentage Interests represented by each of the Class X Certificates and Class R Certificates, the Trustee will give the Certificate Insurer and the Owners prompt written notice of the appointment of such Registrar and of the location, and any change in the location, of the Register. In connection with any such appointment the annual fees of the bank then serving as Trustee and Registrar shall thenceforth be reduced by the amount to be agreed upon by the Trustee and the Depositor at such time and the reasonable fees of the Registrar shall be paid, as expenses of the Trust, pursuant to Section 7.05 hereof. (b) Subject to the provisions of Section ~~5.8 hereof with respect to the Unregistered Certificates~~5.08 hereof, upon surrender for registration of transfer of any Certificate at the office designated as the location of the Register, upon the direction of the Registrar the Trustee shall ~~execute and~~ execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of a like Class and in the aggregate principal amount or ~~notional amount~~ percentage interest of the Certificate so surrendered. (c) At the option of any Owner, Certificates of any Class owned by such Owner may be exchanged for other Certificates authorized of like ~~Class,~~ Class and tenor and a like aggregate original principal amount or ~~notional amount~~ percentage interest and bearing numbers not contemporaneously outstanding, upon surrender of the Certificates to be exchanged at the office designated as the location of the Register. Whenever any Certificate is so surrendered for exchange, upon the direction of the Registrar, the Trustee shall ~~execute and~~ execute, authenticate and deliver the Certificate or Certificates which the Owner making the exchange is entitled to receive. (d) All Certificates issued upon any registration of transfer or exchange of Certificates shall be valid evidence of the same ownership interests in the Trust and entitled to the same benefits under this Agreement as the Certificates surrendered upon such registration of transfer or exchange. (e) Every Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the ~~Trustee~~ Registrar duly executed by the Owner thereof or his attorney duly authorized in writing. (f) No service charge shall be made to an Owner for any registration of transfer or exchange of Certificates, but the Registrar or Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Certificates; any other expenses in connection with such transfer or exchange shall be an expense of the Trust. (g) It is intended that the Class A Certificates be registered so as to participate in a global book-entry system with the Depository, as set forth herein. Each Class of Class A Certificates ~~shall~~ shall, except as otherwise provided in Subsection (h), be initially issued in the form of a single fully registered Class A Certificate of ~~the related Class with a denomination equal to the original principal balance of the related~~ such Class. Upon initial issuance, the ownership of each such Class A ~~Certificates~~ Certificate shall be registered in the Register in the name of Cede & Co., or any successor thereto, as nominee for the Depository. ~~The minimum denominations~~ On the Startup Day, the Class A-1 Certificates, Class A-2 Certificates, Class A-3 Certificates, Class A-4 Certificates and Class A-5 Certificates shall be issued in denominations of no less than $25,000 and multiples of $1,000 ~~for any Class A Certificate,~~ in excess thereof (except that one certificate in each class may be issued in an amount less than $~~100,000 for any Class B Certificate, and 10% Percentage Interest for any Residual Certificate~~25,000 or in an integral multiple other than $1,000). The ~~Seller~~ Depositor and the Trustee are hereby authorized to execute and deliver the Representation Letter with the Depository. With respect to the Class A Certificates registered in the Register in the name of Cede & Co., as nominee of the Depository, the ~~Seller~~Depositor, the Master Servicer, the ~~Transferor~~ Seller and the Trustee shall have no responsibility or obligation to ~~the Depository's "~~Direct ~~Participants"~~ or "Indirect ~~Participants"~~ Participants or beneficial owners for which the Depository holds Class A Certificates from time to time as a Depository. Without limiting the immediately preceding sentence, the ~~Seller~~Depositor, the Master Servicer, the ~~Transferor~~ Seller and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Class A Certificates, (ii) the delivery to any Direct or Indirect Participant or any other Person, other than a registered Owner of a Class A Certificate as shown in the Register, of any notice with respect to the Class A Certificates or (iii) the payment ~~to, or withholding with respect to,~~ to any Direct or Indirect Participant or any other Person, other than a registered Owner of a Class A Certificate as shown in the Register, of any amount with respect to any distribution of principal or interest on the Class A Certificates. No Person other than a registered Owner of a Class A Certificate as shown in the Register shall receive a certificate evidencing such Class A Certificate. The Certificate Issuer shall have no responsibility for or obligation with respect to the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Class A Certificates. Upon delivery by the Depository to the Trustee of written notice to the effect that the Depository has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions hereof with respect to the payment of interest by the mailing of checks or drafts to the registered Owners of Class A Certificates appearing as registered Owners in the registration books maintained by the Trustee at the close of business on a Record Date, the name "Cede & Co." in this Agreement shall refer to such new nominee of the Depository. (h) In the event that (i) the Depository or the ~~Seller~~ Depositor advises the Trustee in writing that the Depository is no longer ~~willing~~ willing, qualified or able to discharge properly its responsibilities as nominee and depository with respect to the Class A Certificates and the ~~Seller~~ Depositor or the Trustee is unable to ~~locate~~ located a qualified successor, (ii) the ~~Seller~~ Depositor at its sole option elects to terminate the book-entry system through the Depository or (iii) after the occurrence of an Event of Default, ~~Owners of Certificates evidencing at least~~ beneficial owners having not less than 51% ~~Percentage Interests~~ of ~~any~~ the Voting Rights evidenced by the Class ~~affected thereby notify~~ A Certificates advise the ~~Seller~~ Trustee and the Depository through the Direct Participants in writing that the continuation of a book-entry system through the Depository is ~~not~~ no longer in the best interests of ~~such Class of Owners~~beneficial owners, the Class A Certificates ~~or any Class, as applicable,~~ shall no longer be restricted to being registered in the Register in the name of Cede & Co. (or a successor nominee) as nominee of the Depository. At that time, the Depositor may determine that the Class A Certificates shall be registered in the name of and deposited with a successor depository operating a global book-entry system, as may be acceptable to the ~~Seller~~Depositor and at the Depositor's expense, or such depository's agent or designee but, if the ~~Seller~~ Depositor does not select such alternative global book-entry system, then ~~the Trustee shall notify the Owners of the Class A Certificates in writing of the termination of the book-entry system and~~ the Class A Certificates may be registered in whatever name or names registered Owners of Class A Certificates transferring Class A Certificates shall designate, in accordance with the provisions hereof. (i) Notwithstanding any other provision of this Agreement to the contrary, so long as any Class A Certificate is registered in the name of Cede & Co., as nominee of the Depository, all distributions of principal or interest on such Class A Certificates and all notices with respect to such Class A Certificates shall be made and given, respectively, in the manner provided in the Representation Letter.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Block Mortgage Finance Inc)

Registration and Transfer of Certificates. (a) The Trustee shall cause to be kept a register (the "Register") in which, subject to such reasonable regulations as it may prescribe, the Trustee shall provide for the registration of Certificates and the registration of transfer of Certificates. The Trustee is hereby initially appointed Registrar for the purpose of registering Certificates and transfers of Certificates as herein provided. The Owners and the Trustee shall have the right to inspect the Register during the Trustee's normal hours and to obtain copies thereof, and the Trustee shall have the right to rely upon a certificate executed on behalf of the Registrar by an Authorized Officer thereof as to the names and addresses of the Owners of the Certificates and the principal amounts and numbers of such Certificates. If a Person other than the Trustee is appointed as Registrar by the Owners of a majority of the aggregate Percentage Interests represented by the Offered Certificates then Outstanding or, if there are no longer any Offered Certificates then Outstanding, by such majority of the Percentage Interests represented by the Class R Certificates, the Trustee will give the Owners prompt written notice of the appointment of such Registrar and of the location, and any change in the location, of the Register. (b) Subject to the provisions of Section ~~5.8 hereof with respect to the Unregistered Certificates~~5.08 hereof, upon surrender for registration of transfer of any Certificate at the office designated as the location of the Register, upon the direction of the Registrar the Depositor shall execute and the Trustee shall ~~execute and~~ authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of a like Class and in the aggregate principal amount or ~~notional amount~~ Percentage Interest of the Certificate so surrendered. (c) At the option of any Owner, Certificates of any Class owned by such Owner may be exchanged for other Certificates authorized of like ~~Class,~~ Class and tenor and a like aggregate original principal amount or ~~notional amount~~ percentage interest and bearing numbers not contemporaneously ~~outstanding~~Outstanding, upon surrender of the Certificates to be exchanged at the office designated as the location of the Register. Whenever any Certificate is so surrendered for exchange, upon the direction of the Registrar, the Depositor and the Trustee shall ~~execute and~~ execute, authenticate and deliver the Certificate or Certificates which the Owner making the exchange is entitled to receive. (d) All Certificates issued upon any registration of transfer or exchange of Certificates shall be valid evidence of the same ownership interests in the Trust and entitled to the same benefits under this Agreement as the Certificates surrendered upon such registration of transfer or exchange. (e) Every Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the ~~Trustee~~ Registrar duly executed by the Owner thereof or his attorney duly authorized in writing. (f) No service charge shall be made to an Owner for any registration of transfer or exchange of Certificates, but the Registrar or Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Certificates; any other expenses in connection with such transfer or exchange shall be an expense of the Trust. (g) It is intended that the ~~Class A~~ Offered Certificates be registered so as to participate in a global book-entry system with the Depository, as set forth herein. Each Class of ~~Class A~~ Offered Certificates ~~shall~~ shall, except as otherwise provided in Subsection (h), be initially issued in the form of a single fully registered ~~Class A~~ Offered Certificate of ~~the related Class with a denomination equal to the original principal balance of the related~~ such Class. Upon initial issuance, the ownership of each such ~~Class A Certificates~~ Offered Certificate shall be registered in the Register in the name of Cede & Co., or any successor thereto, as nominee for the Depository. ~~The minimum denominations~~ On the Startup Day, no Offered Certificates shall be issued in denominations of less than $1,000 ~~for any Class A Certificate,~~ except that one certificate in each class may be in an amount less than $~~100,000 for any Class B Certificate, and 10% Percentage Interest for any Residual Certificate~~1,000. The ~~Seller~~ Class C Certificates, the Class R Certificates and Class S Certificates (other than the Tax Matters Person Residual Interest) will be issued in minimum percentage interests of 10%. The Depositor and the Trustee are hereby authorized to execute and deliver the Representation Letter with the Depository. With respect to ~~Class A~~ the Offered Certificates registered in the Register in the name of Cede & Co., as nominee of the Depository, the ~~Seller~~Depositor, the ~~Master Servicer~~Servicers, the ~~Transferor~~ Seller and the Trustee shall have no responsibility or obligation to ~~the Depository's "~~Direct ~~Participants"~~ or "Indirect ~~Participants"~~ Participants or beneficial owners for which the Depository holds ~~Class A~~ Offered Certificates from time to time as a Depository. Without limiting the immediately preceding sentence, the ~~Seller~~Depositor, the ~~Master Servicer~~Servicers, the ~~Transferor~~ Seller and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the ~~Class A~~ Offered Certificates, (ii) the delivery to any Direct or Indirect Participant or any other Person, other than a registered Owner of a ~~Class A~~ Offered Certificate as shown in the Register, of any notice with respect to the ~~Class A~~ Offered Certificates or (iii) the payment ~~to, or withholding with respect to,~~ to any Direct or Indirect Participant or any other Person, other than a registered Owner of a ~~Class A~~ Offered Certificate as shown in the Register, of any amount with respect to any distribution of principal or interest on the ~~Class A~~ Offered Certificates. No Person other than a registered Owner of a ~~Class A~~ Offered Certificate as shown in the Register shall receive a certificate evidencing such ~~Class A~~ Offered Certificate. The Certificate Issuer shall have no responsibility for or obligation with respect to the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Class A Certificates. Upon delivery by the Depository to the Trustee of written notice to the effect that the Depository has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions hereof with respect to the payment of interest by the mailing of checks or drafts to the registered Owners of ~~Class A~~ Offered Certificates appearing as registered Owners in the registration books maintained by the Trustee at the close of business on a Record Date, the name "Cede & Co." in this Agreement shall refer to such new nominee of the Depository. (h) In the event that (i) the Depository or the ~~Seller~~ Depositor advises the Trustee in writing that the Depository is no longer willing or able to discharge properly its responsibilities as nominee and depository with respect to the ~~Class A~~ Offered Certificates and the ~~Seller~~ Depositor or the Trustee is unable to locate a qualified ~~successor,~~ successor or (ii) the ~~Seller~~ Depositor at its sole option elects to terminate the book-entry system through the Depository or (iii) after an Event of Default, Owners of Certificates evidencing at least 51% Percentage Interests of any Class affected thereby notify the Seller that the continuation of a book-entry system is not in the best interests of such Class of OwnersDepository, the ~~Class A~~ Offered Certificates ~~or any Class, as applicable,~~ shall no longer be restricted to being registered in the Register in the name of Cede & Co. (or a successor nominee) as nominee of the Depository. At that time, the ~~Class A~~ Depositor may determine that the Offered Certificates shall be registered in the name of and deposited with a successor depository operating a global book-entry system, as may be acceptable to the ~~Seller~~Depositor and at the Depositor's expense, or such depository's agent or designee but, if the ~~Seller~~ Depositor does not select such alternative global book-entry system, then the ~~Trustee shall notify the Owners of the Class A Certificates in writing of the termination of the book-entry system and the Class A~~ Offered Certificates may be registered in whatever name or names registered Owners of ~~Class A~~ Offered Certificates transferring ~~Class A~~ Offered Certificates shall designate, in accordance with the provisions hereof. (i) Notwithstanding any other provision of this Agreement to the contrary, so long as any ~~Class A~~ Offered Certificate is registered in the name of Cede & Co., as nominee of the Depository, all distributions of principal or interest on such ~~Class A~~ Offered Certificates and all notices with respect to such ~~Class A~~ Offered Certificates shall be made and given, respectively, in the manner provided in the Representation Letter.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Amresco Residential Securities Corp Mortgage Loan Tr 1997-2)

Registration and Transfer of Certificates. (a) The Trustee shall cause to be kept a register (the "“Register"”) in which, subject to such reasonable regulations as it may prescribe, the Trustee shall provide for the registration of Certificates and the registration of transfer of Certificates. The Trustee is hereby initially appointed Registrar for the purpose of registering Certificates and transfers of Certificates as herein provided. The Depositor, the Owners and the Trustee shall have the right to inspect the Register upon reasonable notice during the Trustee’s normal hours and to obtain copies thereof, and the Trustee shall have the right to rely upon a certificate executed on behalf of the Registrar by an Authorized Officer thereof as to the names and addresses of the Owners of the Certificates and the principal amounts and numbers of such Certificates. If a Person other than the Trustee is appointed as Registrar by the Owners of a majority of the aggregate Voting Rights represented by the Certificates then Outstanding, such Owners shall give the Trustee and the Owners prompt written notice of the appointment of such Registrar and of the location, and any change in the location, of the Register. In connection with any such appointment the reasonable fees of the Registrar shall be paid, as expenses of the Trust, pursuant to Section 7.06 hereof. (b) Subject to the provisions of Section ~~5.8 hereof with respect to the Unregistered Certificates~~5.08 hereof, upon surrender for registration of transfer of any Certificate at the office designated as the location of the Register, upon the direction of the Registrar, the Trustee shall ~~execute and~~ execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of a like Class and in the aggregate outstanding principal amount or ~~notional amount~~ Percentage Interest of the Certificate so surrendered. However, in the case of the Class A-IO Certificates, the Group I A-IO Component and the Group II A-IO Component may not be separately traded. (c) At the option of any Owner, Certificates of any Class owned by such Owner may be exchanged for other Certificates authorized of like ~~Class,~~ Class and tenor and a like aggregate ~~original~~ outstanding principal amount or ~~notional amount~~ Percentage Interest and bearing numbers not contemporaneously outstanding, upon surrender of the Certificates to be exchanged at the office designated as the location of the Register. Whenever any Certificate is so surrendered for exchange, upon the direction of the Registrar, the Trustee shall ~~execute and~~ execute, authenticate and deliver the Certificate or Certificates which the Owner making the exchange is entitled to receive. (d) All Certificates issued upon any registration of transfer or exchange of Certificates shall be valid evidence of the same ownership interests in the Trust and entitled to the same benefits under this Agreement as the Certificates surrendered upon such registration of transfer or exchange. (e) Every Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the ~~Trustee~~ Registrar duly executed by the Owner thereof or his attorney duly authorized in writing. (f) No service charge shall be made to an Owner for any registration of transfer or exchange of Certificates, but the Registrar or Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Certificates; any other expenses in connection with such transfer or exchange shall be an expense of the Trust. (g) It is intended that the ~~Class A~~ Offered Certificates be registered so as to participate in a global book-entry system with the Depository, as set forth herein. Each Class of ~~Class A~~ Offered Certificates ~~shall~~ shall, except as otherwise provided in Subsection (h), be initially issued in the form of a single fully registered ~~Class A~~ Offered Certificate of ~~the related Class with a denomination equal to the original principal balance of the related~~ such Class. Upon initial issuance, the ownership of each such ~~Class A Certificates~~ Offered Certificate shall be registered in the Register in the name of Cede & Co., or any successor thereto, as nominee for the Depository. ~~The minimum denominations~~ On the Startup Day, the Offered Certificates shall be issued in denominations of $25,000 and integral multiples of $1,000 ~~for any Class A Certificate, $100,000 for any Class B Certificate, and 10% Percentage Interest for any Residual Certificate~~in excess thereof. The ~~Seller~~ Depositor and the Trustee are hereby authorized to execute and deliver the Representation Letter with the ~~Depository~~Depository in the form provided to the Trustee by the Depositor. With respect to ~~Class A~~ the Offered Certificates registered in the Register in the name of Cede & Co., as nominee of the Depository, the ~~Seller~~Depositor, the ~~Master~~ Servicer, the ~~Transferor~~ Seller and the Trustee shall have no responsibility or obligation to ~~the Depository's "~~Direct ~~Participants"~~ or "Indirect ~~Participants"~~ Participants or beneficial owners for which the Depository holds ~~Class A~~ Offered Certificates from time to time as a Depository. Without limiting the immediately preceding sentence, the ~~Seller~~Depositor, the ~~Master~~ Servicer, the ~~Transferor~~ Sellers and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the ~~Class A~~ Offered Certificates, (ii) the delivery to any Direct or Indirect Participant or any other Person, other than a registered Owner of ~~a Class A~~ an Offered Certificate as shown in the Register, of any notice with respect to the ~~Class A~~ Offered Certificates or (iii) the payment ~~to, or withholding with respect to,~~ to any Direct or Indirect Participant or any other Person, other than a registered Owner of ~~a Class A~~ an Offered Certificate as shown in the Register, of any amount with respect to any distribution of principal or interest on the ~~Class A~~ Offered Certificates. No Person other than a registered Owner of ~~a Class A~~ an Offered Certificate as shown in the Register shall receive a certificate evidencing such ~~Class A~~ Offered Certificate. The Certificate Issuer shall have no responsibility for or obligation with respect to the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Class A Certificates. Upon delivery by the Depository to the Trustee of written notice to the effect that the Depository has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions hereof with respect to the payment of interest by the mailing of checks or drafts to the registered Owners of ~~Class A~~ Offered Certificates appearing as registered Owners in the registration books maintained by the Trustee at the close of business on a Record Date, the name "Cede & Co." in this Agreement shall refer to such new nominee of the Depository. (h) In the event that (i) the Depository or the ~~Seller~~ Depositor advises the Trustee in writing that the Depository is no longer willing or able to discharge properly its responsibilities as nominee and depository with respect to the ~~Class A~~ Offered Certificates and either of CHEC or the ~~Seller~~ Trustee is unable to locate a qualified ~~successor,~~ successor or (ii) the ~~Seller~~ Depositor at its sole option elects to terminate the book-entry system through the Depository or (iii) after ~~an Event~~ the occurrence of ~~Default~~a Servicer Termination Event, ~~Owners~~ the beneficial owners of each Class of Offered Certificates ~~evidencing at least~~ representing Percentage Interests aggregating not less than 51% ~~Percentage Interests~~ of ~~any~~ such Class ~~affected thereby notify~~ advises the ~~Seller~~ Trustee and Depository through the Direct or Indirect Participants in writing that the continuation of a book-entry system through the Depository to the exclusion of definitive, fully registered certificates (the “Definitive Certificates”) to Owners is ~~not~~ no longer in the best interests of ~~such Class of~~ the Owners, the ~~Class A~~ Offered Certificates ~~or any Class, as applicable,~~ shall no longer be restricted to being registered in the Register in the name of Cede & Co. (or a successor nominee) as nominee of the Depository. At In the case of (i) and (ii) above, CHEC may determine that ~~time,~~ the ~~Class A~~ Offered Certificates shall be registered in the name of and deposited with a successor depository operating a global book-entry system, as may be acceptable to the ~~Seller~~CHEC and at the expense of CHEC, or such depository's ’s agent or designee but, if ~~the Seller~~ CHEC does not select such alternative global book-entry ~~system, then the Trustee shall notify the Owners of the Class A Certificates in writing of the termination of the book-entry~~ system and in the ~~Class A~~ case of (iii) above, the Offered Certificates may be registered in whatever name or names registered Owners of ~~Class A~~ Offered Certificates transferring ~~Class A~~ Offered Certificates shall designate, in accordance with the provisions hereof. (i) Notwithstanding any other provision of this Agreement to the contrary, so long as any ~~Class A~~ Offered Certificate is registered in the name of Cede & Co., as nominee of the Depository, all distributions of principal or interest on such ~~Class A~~ Offered Certificates and all notices with respect to such ~~Class A~~ Offered Certificates shall be made and given, respectively, in the manner provided in the Representation Letter.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Centex Home Equity Loan Trust 2002 B)

Registration and Transfer of Certificates. (a) The Trustee shall cause to be kept a register (the "Register") in which, subject to such reasonable regulations as it may prescribe, the Trustee shall provide for the registration of Certificates and the registration of transfer of Certificates. The Trustee is hereby initially appointed Registrar for the purpose of registering Certificates and transfers of Certificates as herein provided. The Certificate Insurer, the Owners and the Trustee shall have the right to inspect the Register during the Trustee's normal hours and to obtain copies thereof, and the Trustee shall have the right to rely upon a certificate executed on behalf of the Registrar by an Authorized Officer thereof as to the names and addresses of the Owners of the Certificates and the principal amounts and numbers of such Certificates. (b) Subject to the provisions of Section ~~5.8 hereof with respect to the Unregistered Certificates~~5.08 hereof, upon surrender for registration of transfer of any Certificate at the office designated as the location of the Register, upon the direction of the Registrar the Trustee shall ~~execute and~~ execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of a like Class and in the aggregate principal amount or ~~notional amount~~ Percentage Interest of the Certificate so surrendered. (c) At the option of any Owner, Certificates of any Class owned by such Owner may be exchanged for other Certificates authorized of like ~~Class,~~ Class and tenor and a like aggregate original principal amount or ~~notional amount~~ percentage interest and bearing numbers not contemporaneously outstanding, upon surrender of the Certificates to be exchanged at the office designated as the location of the Register. Whenever any Certificate is so surrendered for exchange, upon the direction of the Registrar, the Trustee shall ~~execute and~~ execute, authenticate and deliver the Certificate or Certificates which the Owner making the exchange is entitled to receive. (d) All Certificates issued upon any registration of transfer or exchange of Certificates shall be valid evidence of the same ownership interests in the Trust and entitled to the same benefits under this Agreement as the Certificates surrendered upon such registration of transfer or exchange. (e) Every Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the ~~Trustee~~ Registrar duly ~~executed~~ executed, by the Owner thereof or his attorney duly authorized in writing. (f) No service charge shall be made to an Owner for any registration of transfer or exchange of Certificates, but the Registrar or Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Certificates; any other expenses in connection with such transfer or exchange shall be an expense of the Trust. (g) It is intended that the Class A Certificates be registered so as to participate in a global book-entry system with the Depository, as set forth herein. Each Class of Class A Certificates ~~shall~~ shall, except as otherwise provided in Subsection (h), be initially issued in the form of a single fully registered Class A Certificate of ~~the related Class with a denomination equal to the original principal balance of the related~~ such Class. Upon initial issuance, the ownership of each such Class A ~~Certificates~~ Certificate shall be registered in the Register in the name of Cede & Co., or any successor thereto, as nominee for the Depository. ~~The minimum denominations~~ On the Startup Day, the Class A-1 Certificates, Class A-2 Certificates, Class A-3 Certificates, Class A-4 Certificates, Class A-5 Certificates, Class A-6 Certificates and Class A-7 Certificates shall be issued in denominations of no less than $25,000 and multiples of $1,000 ~~for any Class A Certificate,~~ in excess thereof (except that one certificate in each class may be issued in an amount less than $~~100,000 for any Class B Certificate, and 10% Percentage Interest for any Residual Certificate~~25,000 or in an integral multiple other than $1,000). The ~~Seller~~ Depositor and the Trustee are hereby authorized to execute and deliver the Representation Letter with the Depository. With respect to the Class A Certificates registered in the Register in the name of Cede & Co., as nominee of the Depository, the ~~Seller~~Certificate Insurer, the Depositor, the Master Servicer, the ~~Transferor~~ Seller and the Trustee shall have no responsibility or obligation to ~~the Depository's "~~Direct ~~Participants"~~ or "Indirect ~~Participants"~~ Participants or beneficial owners for which the Depository holds Class A Certificates from time to time as a Depository. Without limiting the immediately preceding sentence, the ~~Seller~~Depositor, the Certificate Insurer, the Master Servicer, the ~~Transferor~~ Seller and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Class A Certificates, (ii) the delivery to any Direct or Indirect Participant or any other Person, other than a registered Owner of a Class A Certificate as shown in the Register, of any notice with respect to the Class A Certificates or (iii) the payment ~~to, or withholding with respect to,~~ to any Direct or Indirect Participant or any other Person, other than a registered Owner of a Class A Certificate as shown in the Register, of any amount with respect to any distribution of principal or interest on the Class A Certificates. No Person other than a registered Owner of a Class A Certificate as shown in the Register shall receive a certificate evidencing such Class A Certificate. The Certificate Issuer shall have no responsibility for or obligation with respect to the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Class A Certificates. Upon delivery by the Depository to the Trustee of written notice to the effect that the Depository has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions hereof with respect to the payment of principal and interest by the mailing of checks or drafts to the registered Owners of Class A Certificates appearing as registered Owners in the registration books maintained by the Trustee at the close of business on a Record Date, the name "Cede & Co." in this Agreement shall refer to such new nominee of the Depository. (h) In the event that (i) the Depository or the ~~Seller~~ Depositor advises the Trustee in writing that the Depository is no longer ~~willing~~ willing, qualified or able to discharge properly its responsibilities as nominee and depository with respect to the Class A Certificates and the ~~Seller~~ Depositor or the Trustee is unable to locate a qualified successor, (ii) the ~~Seller~~ Depositor at its sole option elects to terminate the book-entry system through the Depository or (iii) after the occurrence of an Event of Default, ~~Owners of Certificates evidencing at least~~ beneficial owners having not less than 51% ~~Percentage Interests~~ of ~~any~~ the Voting Rights evidenced by the Class ~~affected thereby notify~~ A Certificates advise the ~~Seller~~ Trustee and the Depository through the Direct Participants in writing that the continuation of a book-entry system through the Depository is ~~not~~ no longer in the best interests of ~~such Class of Owners~~beneficial owners, the Class A Certificates ~~or any Class, as applicable,~~ shall no longer be restricted to being registered in the Register in the name of Cede & Co. (or a successor nominee) as nominee of the Depository. At that time, the Depositor may determine that the Class A Certificates shall be registered in the name of and deposited with a successor depository operating a global book-entry system, as may be acceptable to the ~~Seller~~Depositor and at the Depositor's expense, or such depository's agent or designee but, if the ~~Seller~~ Depositor does not select such alternative global book-entry system, then ~~the Trustee shall notify the Owners of the Class A Certificates in writing of the termination of the book-entry system and~~ the Class A Certificates may be registered in whatever name or names registered Owners of Class A Certificates transferring Class A Certificates shall designate, in accordance with the provisions hereof. (i) Notwithstanding any other provision of this Agreement to the contrary, so long as any Class A Certificate is registered in the name of Cede & Co., as nominee of the Depository, all distributions of principal or interest on such Class A Certificates and all notices with respect to such Class A Certificates shall be made and given, respectively, in the manner provided in the Representation Letter.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Block Mortgage Finance Asset Backed Certificates Ser 1999 1)

Registration and Transfer of Certificates. (a) The ~~Trustee~~ Trustee, as registrar, shall cause to be kept a register (the "Register") in which, subject to such reasonable regulations as it may prescribe, the Trustee shall provide for the registration of Certificates and the registration of transfer of Certificates. The Trustee is hereby appointed registrar for the purpose of registering Certificates and transfers of Certificates as herein provided. The Owners shall have the right to inspect the Register at all reasonable times and to obtain copies thereof. (b) Subject to the provisions of Section 5.8 ~~hereof with respect to the Unregistered Certificates~~hereof, upon surrender for registration of transfer of any Certificate at the office designated as the location of the Register, the Trustee shall ~~execute and~~ execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of a like Class and in the aggregate principal ~~or notional~~ amount of the Certificate so surrendered. (c) At the option of any Owner, Certificates of any Class owned by such Owner may be exchanged for other Certificates authorized of like Class, tenor and a like aggregate original principal ~~or notional~~ amount and bearing numbers not contemporaneously outstanding, upon surrender of the Certificates to be exchanged at the office designated as the location of the Register. Whenever any Certificate is so surrendered for exchange, the Trustee shall ~~execute and~~ execute, authenticate and deliver the Certificate or Certificates which the Owner making the exchange is entitled to receive. (d) All Certificates issued upon any registration of transfer or exchange of Certificates shall be valid evidence of the same ownership interests in the Trust and entitled to the same benefits under this Agreement as the Certificates surrendered upon such registration of transfer or exchange. (e) Every Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee duly executed by the Owner thereof or his attorney duly authorized in writing. (f) No service charge shall be made to an Owner for any registration of transfer or exchange of Certificates, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Certificates; any other expenses in connection with such transfer or exchange shall be an expense of the Trust. (g) It is intended that the ~~Class A~~ Offered Certificates be registered so as to participate in a global book-entry system with the Depository, as set forth herein. Each Class of ~~Class A~~ Offered Certificates ~~shall~~ shall, except as otherwise provided in the next paragraph, be initially issued in the form of a single fully registered ~~Class A~~ Offered Certificate ~~of the related Class~~ with a denomination equal to the ~~original principal balance of the related Class~~Original Aggregate Loan Balance. Upon initial issuance, the ownership of each such ~~Class A Certificates~~ Offered Certificate shall be registered in the Register in the name of Cede & Co., or any successor thereto, as nominee for the Depository. The ~~minimum denominations shall be $1,000 for any Class A Certificate, $100,000 for any Class B Certificate, and 10% Percentage Interest for any Residual Certificate. The Seller~~ Sponsor and the Trustee are hereby authorized to execute and deliver the Representation Letter with the Depository. With respect to ~~Class A~~ Offered Certificates registered in the Register in the name of Cede & Co., as nominee of the Depository, the ~~Seller~~Sponsor, the Master ~~Servicer, the Transferor~~ Servicer and the Trustee shall have no responsibility or obligation to ~~the Depository's "~~Direct ~~Participants"~~ or "Indirect ~~Participants"~~ Participants or beneficial owners for which the Depository holds ~~Class A~~ Offered Certificates from time to time as a Depository. Without limiting the immediately preceding 67 81 sentence, the ~~Seller~~Sponsor, the Master ~~Servicer, the Transferor~~ Servicer and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the ~~Class A~~ Offered Certificates, (ii) the delivery to any Direct or Indirect Participant or any other Person, other than a registered Owner of a ~~Class A~~ Offered Certificate as shown in the Register, of any notice with respect to the ~~Class A~~ Offered Certificates or (iii) the payment ~~to, or withholding with respect to,~~ to any Direct or Indirect Participant or any other Person, other than a registered Owner of a ~~Class A~~ Offered Certificate as shown in the Register, of any amount with respect to any distribution of principal or interest on the ~~Class A~~ Offered Certificates. No Person other than a registered Owner of a ~~Class A~~ Offered Certificate as shown in the Register shall receive a certificate evidencing such ~~Class A~~ Offered Certificate. The Certificate Issuer shall have no responsibility for or obligation with respect to the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Class A Certificates. Upon delivery by the Depository to the Trustee of written notice to the effect that the Depository has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions hereof with respect to the payment of interest by the mailing of checks or drafts to the registered Owners of ~~Class A~~ Offered Certificates appearing as registered Owners in the registration books maintained by the Trustee at the close of business on a Record Date, the name "Cede & Co." in this Agreement shall refer to such new nominee of the Depository. (h) In the event that (i) the Depository or the ~~Seller~~ Sponsor advises the Trustee in writing that the Depository is no longer willing or able to discharge properly its responsibilities as nominee and depository with respect to the ~~Class A~~ Offered Certificates and the ~~Seller~~ Sponsor or the Trustee is unable to locate a qualified ~~successor,~~ successor or (ii) the ~~Seller~~ Sponsor at its sole option elects to terminate the book-entry system through the Depository or (iii) after an Event of Default, Owners of Certificates evidencing at least 51% Percentage Interests of any Class affected thereby notify the Seller that the continuation of a book-entry system is not in the best interests of such Class of OwnersDepository, the ~~Class A~~ Offered Certificates ~~or any Class, as applicable,~~ shall no longer be restricted to being registered in the Register in the name of Cede & Co. (or a successor nominee) as nominee of the Depository. At that time, the ~~Class A~~ Sponsor may determine that the Offered Certificates shall be registered in the name of and deposited with a successor depository operating a global book-entry system, as may be acceptable to the ~~Seller~~Sponsor, or such depository's agent or designee but, if the ~~Seller~~ Sponsor does not select such alternative global book-entry system, then the ~~Trustee shall notify the Owners of the Class A Certificates in writing of the termination of the book-entry system and the Class A~~ Offered Certificates may be registered in whatever name or names registered Owners of ~~Class A~~ Offered Certificates transferring ~~Class A~~ Offered Certificates shall designate, in accordance with the provisions hereof; provided, that the cost of any such re-registration shall be paid by the Sponsor. (i) Notwithstanding any other provision of this Agreement to the contrary, so long as any ~~Class A~~ Offered Certificate is registered in the name of Cede & Co., as nominee of the Depository, all distributions of principal or interest on such ~~Class A~~ Offered Certificates as the case may be and all notices with 68 82 respect to such ~~Class A~~ Offered Certificates as the case may be shall be made and given, respectively, in the manner provided in the Representation Letter. (j) Neither the Sponsor, the Master Servicer nor the Trustee will have any liability for any actions taken by DTC or its nominee, Euroclear or CEDEL, including, without limitation, actions for any aspect of the records relating to or payments made on account of beneficial ownership interests in the Offered Certificates held by Euroclear, CEDEL or Cede & Co., as nominee for DTC, or for maintaining supervising or reviewing any records relating to such beneficial ownership interests.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Advanta Mortgage Loan Trust 1997-2)

Registration and Transfer of Certificates. (a) The ~~Trustee~~ Trustee, as registrar, shall cause to be kept a register (the "Register") in which, subject to such reasonable regulations as it may prescribe, the Trustee shall provide for the registration of Certificates and the registration of transfer of Certificates. The Trustee is hereby appointed registrar for the purpose of registering Certificates and transfers of Certificates as herein provided. The Owners and the Certificate Insurer shall have the right to inspect the Register at all reasonable times and to obtain copies thereof. (b) Subject to the provisions of Section 5.8 ~~hereof with respect to the Unregistered Certificates~~hereof, upon surrender for registration of transfer of any Certificate at the office designated as the location of the Register, the Trustee shall ~~execute and~~ execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of a like Class and in the aggregate principal ~~or notional~~ amount of the Certificate so surrendered. (c) At the option of any Owner, Certificates of any Class owned by such Owner may be exchanged for other Certificates authorized of like Class, tenor and ~~a like~~ aggregate 55 62 original principal ~~or notional~~ amount and bearing numbers not contemporaneously outstanding, upon surrender of the Certificates to be exchanged at the office designated as the location of the Register. Whenever any Certificate is so surrendered for exchange, the Trustee shall ~~execute and~~ execute, authenticate and deliver the Certificate or Certificates which the Owner making the exchange is entitled to receive. (d) ~~All~~ Certificates issued upon any registration of transfer or exchange of Certificates shall be valid evidence of the same ownership interests in the Trust and entitled to the same benefits under this Agreement as the Certificates surrendered upon such registration of transfer or exchange. (e) Every Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee duly executed by the Owner thereof or his attorney duly authorized in writing. (f) No service charge shall be made to an Owner for any registration of transfer or exchange of Certificates, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Certificates; any other expenses in connection with such transfer or exchange shall be an expense of the Trust. (g) It is intended that the Class A Certificates be registered so as to participate in a global book-entry system with the Depository, as set forth herein. Each Class of Class A Certificates shall be initially issued in the form of a single fully registered Class A Certificate of the related Class with a denomination equal to the original principal balance of the related Class. Upon initial issuance, the ownership of such Class A Certificates shall be registered in the Register in the name of Cede & Co., or any successor thereto, as nominee for the Depository. The minimum denominations shall be $1,000 for any Class A Certificate, $100,000 for any Class B Certificate, and 10% Percentage Interest for any Residual Certificate. The Seller and the Trustee are hereby authorized to execute and deliver the Representation Letter with the Depository. With respect to Class A Certificates registered in the Register in the name of Cede & Co., as nominee of the Depository, the Seller, the Master Servicer, the Transferor and the Trustee shall have no responsibility or obligation to the Depository's "Direct Participants" or "Indirect Participants" or beneficial owners for which the Depository holds Class A Certificates from time to time as a Depository. Without limiting the immediately preceding sentence, the Seller, the Master Servicer, the Transferor and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Class A Certificates, (ii) the delivery to any Direct or Indirect Participant or any other Person, other than a registered Owner of a Class A Certificate as shown in the Register, of any notice with respect to the Class A Certificates or (iii) the payment to, or withholding with respect to, any Direct or Indirect Participant or any other Person, other than a registered Owner of a Class A Certificate as shown in the Register, of any amount with respect to any distribution of principal or interest on the Class A Certificates. No Person other than a registered Owner of a Class A Certificate as shown in the Register shall receive a certificate evidencing such Class A Certificate. The Certificate Issuer shall have no responsibility for or obligation with respect to the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Class A Certificates. Upon delivery by the Depository to the Trustee of written notice to the effect that the Depository has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions hereof with respect to the payment of interest by the mailing of checks or drafts to the registered Owners of Class A Certificates appearing as registered Owners in the registration books maintained by the Trustee at the close of business on a Record Date, the name "Cede & Co." in this Agreement shall refer to such new nominee of the Depository. (h) In the event that (i) the Depository or the Seller advises the Trustee in writing that the Depository is no longer willing or able to discharge properly its responsibilities as nominee and depository with respect to the Class A Certificates and the Seller is unable to locate a qualified successor, (ii) the Seller at its sole option elects to terminate the book-entry system through the Depository or (iii) after an Event of Default, Owners of Certificates evidencing at least 51% Percentage Interests of any Class affected thereby notify the Seller that the continuation of a book-entry system is not in the best interests of such Class of Owners, the Class A Certificates or any Class, as applicable, shall no longer be restricted to being registered in the Register in the name of Cede & Co. (or a successor nominee) as nominee of the Depository. At that time, the Class A Certificates shall be registered in the name of and deposited with a successor depository operating a global book-entry system, as may be acceptable to the Seller, or such depository's agent or designee but, if the Seller does not select such alternative global book-entry system, then the Trustee shall notify the Owners of the Class A Certificates in writing of the termination of the book-entry system and the Class A Certificates may be registered in whatever name or names registered Owners of Class A Certificates transferring Class A Certificates shall designate, in accordance with the provisions hereof. (i) Notwithstanding any other provision of this Agreement to the contrary, so long as any Class A Certificate is registered in the name of Cede & Co., as nominee of the Depository, all distributions of principal or interest on such Class A Certificates and all notices with respect to such Class A Certificates shall be made and given, respectively, in the manner provided in the Representation Letter.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Advanta Mortgage Loan Trust 1999-3)

Registration and Transfer of Certificates. (a) The Trustee shall cause to be kept a register (the "Register") in which, subject to such reasonable regulations as it may prescribe, the Trustee shall provide for the registration of Certificates and the registration of transfer of Certificates. The Trustee is hereby initially appointed Registrar for the purpose of registering Certificates and transfers of Certificates as herein provided. The Certificate Insurer, the Owners and the Trustee shall have the right to inspect the Register during the Trustee's normal hours and to obtain copies thereof, and the Trustee shall have the right to rely upon a certificate executed on behalf of the Registrar by an Authorized Officer thereof as to the names and addresses of the Owners of the Certificates and the principal amounts and numbers of such Certificates. (b) Subject to the provisions of Section ~~5.8 hereof with respect to the Unregistered Certificates~~5.08 hereof, upon surrender for registration of transfer of any Certificate at the office designated as the location of the Register, upon the direction of the Registrar the Trustee shall ~~execute and~~ execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of a like Class and in the aggregate principal amount or ~~notional amount~~ Percentage Interest of the Certificate so surrendered. (c) At the option of any Owner, Certificates of any Class owned by such Owner may be exchanged for other Certificates authorized of like ~~Class,~~ Class and tenor and a like aggregate original principal amount or ~~notional amount~~ percentage interest and bearing numbers not contemporaneously outstanding, upon surrender of the Certificates to be exchanged at the office designated as the location of the Register. Whenever any Certificate is so surrendered for exchange, upon the direction of the Registrar, the Trustee shall ~~execute and~~ execute, authenticate and deliver the Certificate or Certificates which the Owner making the exchange is entitled to receive. (d) All Certificates issued upon any registration of transfer or exchange of Certificates shall be valid evidence of the same ownership interests in the Trust and entitled to the same benefits under this Agreement as the Certificates surrendered upon such registration of transfer or exchange. (e) Every Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the ~~Trustee~~ Registrar duly executed by the Owner thereof or his attorney duly authorized in writing. (f) No service charge shall be made to an Owner for any registration of transfer or exchange of Certificates, but the Registrar or Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Certificates; any other expenses in connection with such transfer or exchange shall be an expense of the Trust. (g) It is intended that the Class A Certificates be registered so as to participate in a global book-entry system with the Depository, as set forth herein. Each Class of Class A Certificates ~~shall~~ shall, except as otherwise provided in Subsection (h), be initially issued in the form of a single fully registered Class A Certificate of ~~the related Class with a denomination equal to the original principal balance of the related~~ such Class. Upon initial issuance, the ownership of each such Class A ~~Certificates~~ Certificate shall be registered in the Register in the name of Cede & Co., or any successor thereto, as nominee for the Depository. ~~The minimum denominations~~ On the Startup Day, the Class A-1 Certificates, Class A-2 Certificates, Class A-3 Certificates and Class A-4 Certificates shall be issued in denominations of no less than $25,000 and multiples of $1,000 ~~for any Class A Certificate,~~ in excess thereof (except that one certificate in each class may be issued in an amount less than $~~100,000 for any Class B Certificate, and 10% Percentage Interest for any Residual Certificate~~25,000 or in an integral multiple other than $1,000). The ~~Seller~~ Depositor and the Trustee are hereby authorized to execute and deliver the Representation Letter with the Depository. With respect to the Class A Certificates registered in the Register in the name of Cede & Co., as nominee of the Depository, the ~~Seller~~Certificate Insurer, the Depositor, the Master Servicer, the ~~Transferor~~ Seller and the Trustee shall have no responsibility or obligation to ~~the Depository's "~~Direct ~~Participants"~~ or "Indirect ~~Participants"~~ Participants or beneficial owners for which the Depository holds Class A Certificates from time to time as a Depository. Without limiting the immediately preceding sentence, the ~~Seller~~Depositor, the Certificate Insurer, the Master Servicer, the ~~Transferor~~ Seller and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Class A Certificates, (ii) the delivery to any Direct or Indirect Participant or any other Person, other than a registered Owner of a Class A Certificate as shown in the Register, of any notice with respect to the Class A Certificates or (iii) the payment ~~to, or withholding with respect to,~~ to any Direct or Indirect Participant or any other Person, other than a registered Owner of a Class A Certificate as shown in the Register, of any amount with respect to any distribution of principal or interest on the Class A Certificates. No Person other than a registered Owner of a Class A Certificate as shown in the Register shall receive a certificate evidencing such Class A Certificate. The Certificate Issuer shall have no responsibility for or obligation with respect to the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Class A Certificates. Upon delivery by the Depository to the Trustee of written notice to the effect that the Depository has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions hereof with respect to the payment of principal and interest by the mailing of checks or drafts to the registered Owners of Class A Certificates appearing as registered Owners in the registration books maintained by the Trustee at the close of business on a Record Date, the name "Cede & Co." in this Agreement shall refer to such new nominee of the Depository. (h) In the event that (i) the Depository or the ~~Seller~~ Depositor advises the Trustee in writing that the Depository is no longer ~~willing~~ willing, qualified or able to discharge properly its responsibilities as nominee and depository with respect to the Class A Certificates and the ~~Seller~~ Depositor or the Trustee is unable to locate a qualified successor, (ii) the ~~Seller~~ Depositor at its sole option elects to terminate the book-entry system through the Depository or (iii) after the occurrence of an Event of Default, ~~Owners of Certificates evidencing at least~~ beneficial owners having not less than 51% ~~Percentage Interests~~ of ~~any~~ the Voting Rights evidenced by the Class ~~affected thereby notify~~ A Certificates advise the ~~Seller~~ Trustee and the Depository through the Direct Participants in writing that the continuation of a book-entry system through the Depository is ~~not~~ no longer in the best interests of ~~such Class of Owners~~beneficial owners, the Class A Certificates ~~or any Class, as applicable,~~ shall no longer be restricted to being registered in the Register in the name of Cede & Co. (or a successor nominee) as nominee of the Depository. At that time, the Depositor may determine that the Class A Certificates shall be registered in the name of and deposited with a successor depository operating a global book-entry system, as may be acceptable to the ~~Seller~~Depositor and at the Depositor's expense, or such depository's agent or designee but, if the ~~Seller~~ Depositor does not select such alternative global book-entry system, then ~~the Trustee shall notify the Owners of the Class A Certificates in writing of the termination of the book-entry system and~~ the Class A Certificates may be registered in whatever name or names registered Owners of Class A Certificates transferring Class A Certificates shall designate, in accordance with the provisions hereof. (i) Notwithstanding any other provision of this Agreement to the contrary, so long as any Class A Certificate is registered in the name of Cede & Co., as nominee of the Depository, all distributions of principal or interest on such Class A Certificates and all notices with respect to such Class A Certificates shall be made and given, respectively, in the manner provided in the Representation Letter.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Block Mortgage Finance Inc)

Registration and Transfer of Certificates. (a) The Trustee shall cause to be kept a register (the "Register") in which, subject to such reasonable regulations as it may prescribe, the Trustee shall provide for the registration of Certificates and the registration of transfer of Certificates. The Trustee is hereby initially appointed Registrar for the purpose of registering Certificates and transfers of Certificates as herein provided. The Certificate Insurer, the Owners and the Trustee shall have the right to inspect the Register during the Trustee's normal hours and to obtain copies thereof, and the Trustee shall have the right to rely upon a certificate executed on behalf of the Registrar by an Authorized Officer thereof as to the names and addresses of the Owners of the Certificates and the principal amounts and numbers of such Certificates. If a Person other than the Trustee is appointed as Registrar by the Owners of a majority of the aggregate Percentage Interests represented by the Class A Certificates then Outstanding with the consent of the Certificate Insurer or, if there are no longer any Class A Certificates then Outstanding, by such majority of the Percentage Interests represented by the Class R Certificates, the Trustee will give the Certificate Insurer and the Owners prompt written notice of the appointment of such Registrar and of the location, and any change in the location, of the Register. (b) Subject to the provisions of Section ~~5.8 hereof with respect to the Unregistered Certificates~~5.08 hereof, upon surrender for registration of transfer of any Certificate at the office designated as the location of the Register, upon the direction of the Registrar the Depositor shall execute and the Trustee shall ~~execute and~~ authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of a like Class and in the aggregate principal amount or ~~notional amount~~ Percentage Interest of the Certificate so surrendered. (c) At the option of any Owner, Certificates of any Class owned by such Owner may be exchanged for other Certificates authorized of like ~~Class,~~ Class and tenor and a like aggregate original principal amount or ~~notional amount~~ percentage interest and bearing numbers not contemporaneously ~~outstanding~~Outstanding, upon surrender of the Certificates to be exchanged at the office designated as the location of the Register. Whenever any Certificate is so surrendered for exchange, upon the direction of the Registrar, the Depositor and the Trustee shall ~~execute and~~ execute, authenticate and deliver the Certificate or Certificates which the Owner making the exchange is entitled to receive. (d) All Certificates issued upon any registration of transfer or exchange of Certificates shall be valid evidence of the same ownership interests in the Trust and entitled to the same benefits under this Agreement as the Certificates surrendered upon such registration of transfer or exchange. (e) Every Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the ~~Trustee~~ Registrar duly executed by the Owner thereof or his attorney duly authorized in writing. (f) No service charge shall be made to an Owner for any registration of transfer or exchange of Certificates, but the Registrar or Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Certificates; any other expenses in connection with such transfer or exchange shall be an expense of the Trust. (g) It is intended that the Class A Certificates be registered so as to participate in a global book-entry system with the Depository, as set forth herein. Each Class of Class A Certificates ~~shall~~ shall, except as otherwise provided in Subsection (h), be initially issued in the form of a single fully registered Class A Certificate of ~~the related Class with a denomination equal to the original principal balance of the related~~ such Class. Upon initial issuance, the ownership of each such Class A ~~Certificates~~ Certificate shall be registered in the Register in the name of Cede & Co., or any successor thereto, as nominee for the Depository. ~~The minimum denominations~~ On the Startup Day, no Class A Certificates shall be issued in denominations of less than $1,000 ~~for any Class A Certificate,~~ except that one certificate in each class may be in an amount less than $~~100,000 for any Class B Certificate, and 10% Percentage Interest for any Residual Certificate~~1,000. The ~~Seller~~ Class B-10 Certificates the Class S Certificates and Class R Certificates (other than the Tax Matters Person Residual Interest) will be issued in minimum percentage interests of 10%. The Depositor and the Trustee are hereby authorized to execute and deliver the Representation Letter with the Depository. With respect to the Class A Certificates registered in the Register in the name of Cede & Co., as nominee of the Depository, the Depositor, the Servicers, the Seller, the ~~Master Servicer, the Transferor~~ Certificate Insurer and the Trustee shall have no responsibility or obligation to ~~the Depository's "~~Direct ~~Participants"~~ or "Indirect ~~Participants"~~ Participants or beneficial owners for which the Depository holds Class A Certificates from time to time as a Depository. Without limiting the immediately preceding sentence, the Depositor, the Servicers, the Seller, the ~~Master Servicer, the Transferor~~ Certificate Insurer and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Class A Certificates, (ii) the delivery to any Direct or Indirect Participant or any other Person, other than a registered Owner of a Class A Certificate as shown in the Register, of any notice with respect to the Class A Certificates or (iii) the payment ~~to, or withholding with respect to,~~ to any Direct or Indirect Participant or any other Person, other than a registered Owner of a Class A Certificate as shown in the Register, of any amount with respect to any distribution of principal or interest on the Class A Certificates. No Person other than a registered Owner of a Class A Certificate as shown in the Register shall receive a certificate evidencing such Class A Certificate. The Certificate Issuer shall have no responsibility for or obligation with respect to the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Class A Certificates. Upon delivery by the Depository to the Trustee of written notice to the effect that the Depository has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions hereof with respect to the payment of interest by the mailing of checks or drafts to the registered Owners of Class A Certificates appearing as registered Owners in the registration books maintained by the Trustee at the close of business on a Record Date, the name "Cede & Co." in this Agreement shall refer to such new nominee of the Depository. (h) In the event that (i) the Depository or the ~~Seller~~ Depositor advises the Trustee in writing that the Depository is no longer willing or able to discharge properly its responsibilities as nominee and depository with respect to the Class A Certificates and the ~~Seller~~ Depositor or the Trustee is unable to locate a qualified ~~successor,~~ successor or (ii) the ~~Seller~~ Depositor at its sole option elects to terminate the book-entry system through the Depository or (iii) after an Event of Default, Owners of Certificates evidencing at least 51% Percentage Interests of any Class affected thereby notify the Seller that the continuation of a book-entry system is not in the best interests of such Class of OwnersDepository, the Class A Certificates ~~or any Class, as applicable,~~ shall no longer be restricted to being registered in the Register in the name of Cede & Co. (or a successor nominee) as nominee of the Depository. At that time, the Depositor may determine that the Class A Certificates shall be registered in the name of and deposited with a successor depository operating a global book-entry system, as may be acceptable to the ~~Seller~~Depositor and at the Depositor's expense, or such depository's agent or designee but, if the ~~Seller~~ Depositor does not select such alternative global book-entry system, then ~~the Trustee shall notify the Owners of the Class A Certificates in writing of the termination of the book-entry system and~~ the Class A Certificates may be registered in whatever name or names registered Owners of Class A Certificates transferring Class A Certificates shall designate, in accordance with the provisions hereof. (i) Notwithstanding any other provision of this Agreement to the contrary, so long as any Class A Certificate is registered in the name of Cede & Co., as nominee of the Depository, all distributions of principal or interest on such Class A Certificates and all notices with respect to such Class A Certificates shall be made and given, respectively, in the manner provided in the Representation Letter.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Armesco Residential Sec Corp Mort Loan Tr 1996-5)

Registration and Transfer of Certificates. (a) The ~~Trustee~~ Trustee, as Registrar, shall cause to be kept a register (the "Register") in which, subject to such reasonable regulations as it may prescribe, the Trustee shall provide for the registration of Certificates and the registration of transfer of Certificates. The Trustee is hereby appointed Registrar for the purpose of registering Certificates and transfers of Certificates as herein provided. The Owners shall have the right to inspect the Register at all reasonable times and to obtain copies thereof. (b) Subject to the provisions of Section 5.8 ~~hereof with respect to the Unregistered Certificates~~hereof, upon surrender for registration of transfer of any Certificate at the office designated as the location of the Register, the Trustee shall ~~execute and~~ execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of a like Class and in the aggregate principal ~~or notional~~ amount of the Certificate so surrendered. (c) At the option of any Owner, Certificates of any Class owned by such Owner may be exchanged for other Certificates authorized of like Class, tenor and a like aggregate original principal ~~or notional~~ amount and bearing numbers not contemporaneously outstanding, upon surrender of the Certificates to be exchanged at the office designated as the location of the Register. Whenever any Certificate is so surrendered for exchange, the Trustee shall ~~execute and~~ execute, authenticate and deliver the Certificate or Certificates which the Owner making the exchange is entitled to receive. (d) All Certificates issued upon any registration of transfer or exchange of Certificates shall be valid evidence of the same ownership interests in the Trust and entitled to the same benefits under this Agreement as the Certificates surrendered upon such registration of transfer or exchange. (e) Every Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee duly executed by the Owner thereof or his attorney duly authorized in writing. (f) No service charge shall be made to an Owner for any registration of transfer or exchange of Certificates, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Certificates; any other expenses in connection with such transfer or exchange shall be an expense of the Trust. (g) It is intended that the Class A Certificates be registered so as to participate in a global book-entry system with the Depository, as set forth herein. Each Class of Class A Certificates ~~shall~~ shall, except as otherwise provided in the next paragraph, be initially issued in the form of a single fully registered Class A Certificate ~~of the related Class~~ with a denomination equal to the ~~original principal balance of the~~ related ~~Class~~Original Certificate Principal Balance. Upon initial issuance, the ownership of each such Class A ~~Certificates~~ Certificate shall be registered in the Register in the name of Cede & Co., or any successor thereto, as nominee for the Depository. The minimum denominations shall be $1,000 for any Class A Certificate, $100,000 for any Class B ~~Certificate,~~ Certificate and 10% Percentage Interest for any Residual Certificate. The ~~Seller~~ Sponsor and the Trustee are hereby authorized to execute and deliver the Representation Letter with the Depository. With respect to Class A Certificates registered in the Register in the name of Cede & Co., as nominee of the Depository, the ~~Seller~~Sponsor, the Master Servicer, the ~~Transferor~~ Certificate Insurer and the Trustee shall have no responsibility or obligation to ~~the Depository's "~~Direct ~~Participants"~~ or "Indirect ~~Participants"~~ Participants or beneficial owners for which the Depository holds Class A Certificates from time to time as a Depository. Without limiting the immediately preceding sentence, the ~~Seller~~Sponsor, the Master Servicer, the ~~Transferor~~ Certificate Insurer and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Class A Certificates, (ii) the delivery to any Direct or Indirect Participant or any other Person, other than a registered Owner of a Class A Certificate as shown in the Register, of any notice with respect to the Class A Certificates or (iii) the payment ~~to, or withholding with respect to,~~ to any Direct or Indirect Participant or any other Person, other than a registered Owner of a Class A Certificate as shown in the Register, of any amount with respect to any distribution of principal or interest on the Class A Certificates. No Person other than a registered Owner of a Class A Certificate as shown in the Register shall receive a certificate evidencing such Class A Certificate. The Certificate Issuer shall have no responsibility for or obligation with respect to the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Class A Certificates. Upon delivery by the Depository to the Trustee of written notice to the effect that the Depository has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions hereof with respect to the payment of interest by the mailing of checks or drafts to the registered Owners of Class A Certificates appearing as registered Owners in the registration books maintained by the Trustee at the close of business on a Record Date, the name "Cede & Co." in this Agreement shall refer to such new nominee of the Depository. (h) In the event that (i) the Depository or the ~~Seller~~ Sponsor advises the Trustee in writing that the Depository is no longer willing or able to discharge properly its responsibilities as nominee and depository with respect to the Class A Certificates and the ~~Seller~~ Sponsor or the Trustee is unable to locate a qualified ~~successor,~~ successor or (ii) the ~~Seller~~ Sponsor at its sole option elects to terminate the book-entry system through the Depository or (iii) after an Event of Default, Owners of Certificates evidencing at least 51% Percentage Interests of any Class affected thereby notify the Seller that the continuation of a book-entry system is not in the best interests of such Class of OwnersDepository, the Class A Certificates ~~or any Class, as applicable,~~ shall no longer be restricted to being registered in the Register in the name of Cede & Co. (or a successor nominee) as nominee of the Depository. At that time, the Sponsor may determine that the Class A Certificates shall be registered in the name of and deposited with a successor depository operating a global book-entry system, as may be acceptable to the ~~Seller~~Sponsor and the Certificate Insurer, or such depository's agent or designee but, if the ~~Seller~~ Sponsor does not select such alternative global book-entry system, then ~~the Trustee shall notify the Owners of the Class A Certificates in writing of the termination of the book-entry system and~~ the Class A Certificates may be registered in whatever name or names registered Owners of Class A Certificates transferring Class A Certificates shall designate, in accordance with the provisions hereof. (i) Notwithstanding any other provision of this Agreement to the contrary, so long as any Class A Certificate is registered in the name of Cede & Co., as nominee of the Depository, all distributions of principal or interest on such Class A Certificates as the case may be and all notices with respect to such Class A Certificates as the case may be shall be made and given, respectively, in the manner provided in the Representation Letter.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Accredited Home Lenders Inc)

Registration and Transfer of Certificates. (a) The ~~Trustee~~ Trustee, as registrar, shall cause to be kept a register (the "Register") in which, subject to such reasonable regulations as it may prescribe, the Trustee shall provide for the registration of Certificates and the registration of transfer of Certificates. The Trustee is hereby appointed registrar (the "Registrar") for the purpose of registering Certificates and transfers of Certificates as herein provided. The Owners and the Certificate Insurer shall have the right to inspect the Register during business hours upon reasonable notice (but no less than 2 Business Days) and to obtain copies thereof. (b) Subject to the provisions of Section 5.8 ~~hereof with respect to the Unregistered Certificates~~hereof, upon surrender for registration of transfer of any Certificate at the office designated as the location of the Register, the Trustee shall ~~execute and~~ execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of a like Class and in the aggregate principal ~~or notional~~ amount of the Certificate so surrendered. (c) At the option of any Owner, Certificates of any Class owned by such Owner may be exchanged for other Certificates authorized of like Class, ~~tenor and a like~~ tenor, aggregate original principal ~~or notional~~ amount and bearing numbers not contemporaneously outstanding, upon surrender of the Certificates to be exchanged at the office designated as the location of the Register. Whenever any Certificate is so surrendered for exchange, the Trustee shall ~~execute and~~ execute, authenticate and deliver the Certificate or Certificates which the Owner making the exchange is entitled to receive. (d) All Certificates issued upon any registration of transfer or exchange of Certificates shall be valid evidence of the same ownership interests in the Trust and entitled to the same benefits under this Agreement as the Certificates surrendered upon such registration of transfer or exchange. (e) Every Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee duly executed by the Owner thereof or his attorney duly authorized in writing. (f) No service charge shall be made to an Owner for any registration of transfer or exchange of Certificates, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Certificates; any other expenses in connection with such transfer or exchange shall be an expense of the Trust. (g) It is intended that the Class A Certificates be registered so as to participate in a global book-entry system with the Depository, as set forth herein. Each Class of Class A Certificates ~~shall~~ shall, except as otherwise provided in the next paragraph, be initially issued in the form of a single fully registered Class A Certificate ~~of the related Class~~ with a denomination equal to the ~~original principal balance~~ Original Certificate Principal Balance of ~~the related~~ such Class. Upon initial issuance, the ownership of each such Class A ~~Certificates~~ Certificate shall be registered in the Register in the name of Cede & Co., or any successor thereto, as nominee for the Depository. ~~The minimum denominations~~ On the Startup Day, no Class A Certificates shall be issued in denominations of less than $~~1,000~~ 25,000 except for ~~any~~ one Certificate of each Class ~~A Certificate,~~ which may be in a denomination of less than $~~100,000 for any Class B Certificate, and 10% Percentage Interest for any Residual Certificate~~1,000; accordingly the Trust shall not issue tail certificates on the Startup Day. The Seller and the Trustee are hereby authorized to execute and deliver the Representation Letter with the Depository. 203968.5d With respect to Class A Certificates registered in the Register in the name of Cede & Co., as nominee of the Depository, the Seller, the ~~Master~~ Servicer, the ~~Transferor~~ Oversight Agent and the Trustee shall have no responsibility or obligation to ~~the Depository's "~~Direct ~~Participants"~~ or "Indirect ~~Participants"~~ Participants or beneficial owners for which the Depository holds Class A Certificates from time to time as a Depository. Without limiting the immediately preceding sentence, the Seller, the ~~Master~~ Servicer, the ~~Transferor~~ Oversight Agent and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Class A Certificates, (ii) the delivery to any Direct or Indirect Participant or any other Person, other than a registered Owner of a Class A Certificate as shown in the Register, of any notice with respect to the Class A Certificates or (iii) the payment ~~to, or withholding with respect to,~~ to any Direct or Indirect Participant or any other Person, other than a registered Owner of a Class A Certificate as shown in the Register, of any amount with respect to any distribution of principal or interest on the Class A Certificates. No Person other than a registered Owner of a Class A Certificate as shown in the Register shall receive a certificate evidencing such Class A Certificate. The Certificate Issuer shall have no responsibility for or obligation with respect to the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Class A Certificates. Upon delivery by the Depository to the Trustee of written notice to the effect that the Depository has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions hereof with respect to the payment of interest by the mailing of checks or drafts to the registered Owners of Class A Certificates appearing as registered Owners in the registration books maintained by the Trustee at the close of business on a Record Date, the name "Cede & Co." in this Agreement shall refer to such new nominee of the Depository. (h) In the event that (i) the Depository or the Seller advises the Trustee and the Certificate Insurer in writing that the Depository is no longer willing or able to discharge properly its responsibilities as nominee and depository with respect to the Class A Certificates and the Seller or the Trustee is unable to locate a qualified ~~successor,~~ successor or (ii) the Seller at its sole option elects to terminate the book-entry system through the Depository or (iii) after an Event of Default, Owners of Certificates evidencing at least 51% Percentage Interests of any Class affected thereby notify the Seller that the continuation of a book-entry system is not in the best interests of such Class of OwnersDepository, the Class A Certificates ~~or any Class, as applicable,~~ shall no longer be restricted to being registered in the Register in the name of Cede & Co. (or a successor nominee) as nominee of the Depository. At that time, the Seller may determine that the Class A Certificates shall be registered in the name of and deposited with a successor depository operating a global book-entry system, as may be acceptable to the Seller and at the Seller's expense, or such depository's agent or designee but, if the Seller does not select such alternative global book-entry system, then ~~the Trustee shall notify the Owners of the Class A Certificates in writing of the termination of the book-entry system and~~ the Class A Certificates may be registered in whatever name or names registered Owners of Class A Certificates transferring Class A Certificates shall designate, in accordance with the provisions hereof. (i) Notwithstanding any other provision of this Agreement to the contrary, so long as any Class A Certificate is registered in the name of Cede & Co., as nominee of the Depository, all distributions of principal or interest on such Class A Certificates and all notices with respect to such Class A Certificates shall be made and given, respectively, in the manner provided in the Representation Letter.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (First Alliance Mortgage Loan Trust 1999-2)

Registration and Transfer of Certificates. (a) The Trustee shall cause to be kept a register (the "Register") in which, subject to such reasonable regulations as it may prescribe, the Trustee shall provide for the registration of Certificates and the registration of transfer of Certificates. The Trustee is hereby initially appointed Registrar for the purpose of registering Certificates and transfers of Certificates as herein provided. The Certificate Insurer, the Owners and the Trustee shall have the right to inspect the Register during the Trustee's normal hours and to obtain copies thereof, and the Trustee shall have the right to rely upon a certificate executed on behalf of the Registrar by an Authorized Officer thereof as to the names and addresses of the Owners of the Certificates and the principal amounts and numbers of such Certificates. If a Person other than the Trustee is appointed as Registrar by the Owners of a majority of the aggregate Percentage Interests represented by the Class A Certificates then Outstanding with the consent of the Certificate Insurer or if there are no longer any Class A Certificates then outstanding, by such majority of the Percentage Interests represented by the Class R Certificates, such Owners shall give the Trustee, the Certificate Insurer and the Owners prompt written notice of the appointment of such Registrar and of the location, and any change in the location, of the Register. In connection with any such appointment the reasonable fees of the Registrar shall be paid, as expenses of the Trust, pursuant to Section 7.06 hereof. (b) Subject to the provisions of Section ~~5.8 hereof with respect to the Unregistered Certificates~~5.08 hereof, upon surrender for registration of transfer of any Certificate at the office designated as the location of the Register, upon the direction of the Registrar, the Trustee shall ~~execute and~~ execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of a like Class and in the aggregate principal amount or ~~notional amount~~ percentage interest of the Certificate so surrendered. (c) At the option of any Owner, Certificates of any Class owned by such Owner may be exchanged for other Certificates authorized of like ~~Class,~~ Class and tenor and a like aggregate original principal amount or ~~notional amount~~ percentage interest and bearing numbers not contemporaneously outstanding, upon surrender of the Certificates to be exchanged at the office designated as the location of the Register. Whenever any Certificate is so surrendered for exchange, upon the direction of the Registrar, the Trustee shall ~~execute and~~ execute, authenticate and deliver the Certificate or Certificates which the Owner making the exchange is entitled to receive. (d) All Certificates issued upon any registration of transfer or exchange of Certificates shall be valid evidence of the same ownership interests in the Trust and entitled to the same benefits under this Agreement as the Certificates surrendered upon such registration of transfer or exchange. (e) Every Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the ~~Trustee~~ Registrar duly executed by the Owner thereof or his attorney duly authorized in writing. (f) No service charge shall be made to an Owner for any registration of transfer or exchange of Certificates, but the Registrar or Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Certificates; any other expenses in connection with such transfer or exchange shall be an expense of the Trust. (g) It is intended that the Class A Certificates be registered so as to participate in a global book-entry system with the Depository, as set forth herein. Each Class of Class A Certificates ~~shall~~ shall, except as otherwise provided in Subsection (h), be initially issued in the form of a single fully registered Class A Certificate of ~~the related Class with a denomination equal to the original principal balance of the related~~ such Class. Upon initial issuance, the ownership of each such Class A ~~Certificates~~ Certificate shall be registered in the Register in the name of Cede & Co., or any successor thereto, as nominee for the Depository. ~~The minimum denominations~~ On the Startup Day, no Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7 or Class A-8 Certificates shall be issued in denominations of less than $1,000 ~~for any Class A Certificate, $100,000 for any Class B Certificate,~~ and ~~10% Percentage Interest for any Residual Certificate~~integral multiples thereof. The ~~Seller~~ Depositor and the Trustee are hereby authorized to execute and deliver the Representation Letter with the ~~Depository~~Depository in the form provided to the Trustee by the Depositor. With respect to the Class A Certificates registered in the Register in the name of Cede & Co., as nominee of the Depository, the Depositor, the Servicer, the Seller, the ~~Master Servicer, the Transferor~~ Certificate Insurer and the Trustee shall have no responsibility or obligation to ~~the Depository's "~~Direct ~~Participants"~~ or "Indirect ~~Participants"~~ Participants or beneficial owners for which the Depository holds Class A Certificates from time to time as a Depository. Without limiting the immediately preceding sentence, the Depositor, the Servicer, the Seller, the ~~Master Servicer, the Transferor~~ Certificate Insurer and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Class A Certificates, (ii) the delivery to any Direct or Indirect Participant or any other Person, other than a registered Owner of a Class A Certificate as shown in the Register, of any notice with respect to the Class A Certificates or (iii) the payment ~~to, or withholding with respect to,~~ to any Direct or Indirect Participant or any other Person, other than a registered Owner of a Class A Certificate as shown in the Register, of any amount with respect to any distribution of principal or interest on the Class A Certificates. No Person other than a registered Owner of a Class A Certificate as shown in the Register shall receive a certificate evidencing such Class A Certificate. The Certificate Issuer shall have no responsibility for or obligation with respect to the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Class A Certificates. Upon delivery by the Depository to the Trustee of written notice to the effect that the Depository has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions hereof with respect to the payment of interest by the mailing of checks or drafts to the registered Owners of Class A Certificates appearing as registered Owners in the registration books maintained by the Trustee at the close of business on a Record Date, the name "Cede & Co." in this Agreement shall refer to such new nominee of the Depository. (h) In the event that (i) the Depository or the Seller advises the Trustee in writing that the Depository is no longer willing or able to discharge properly its responsibilities as nominee and depository with respect to the Class A Certificates and the Seller or the Trustee is unable to locate a qualified ~~successor,~~ successor or (ii) the Seller at its sole option elects to terminate the book-entry system through the Depository or (iii) after an Event of Default, Owners of Certificates evidencing at least 51% Percentage Interests of any Class affected thereby notify the Seller that the continuation of a book-entry system is not in the best interests of such Class of OwnersDepository, the Class A Certificates ~~or any Class, as applicable,~~ shall no longer be restricted to being registered in the Register in the name of Cede & Co. (or a successor nominee) as nominee of the Depository. At that time, the Seller may determine that the Class A Certificates shall be registered in the name of and deposited with a successor depository operating a global book-entry system, as may be acceptable to the Seller and at the Seller's expense, or such depository's agent or designee but, if the Seller does not select such alternative global book-entry system, then ~~the Trustee shall notify the Owners of the Class A Certificates in writing of the termination of the book-entry system and~~ the Class A Certificates may be registered in whatever name or names registered Owners of Class A Certificates transferring Class A Certificates shall designate, in accordance with the provisions hereof. (i) Notwithstanding any other provision of this Agreement to the contrary, so long as any Class A Certificate is registered in the name of Cede & Co., as nominee of the Depository, all distributions of principal or interest on such Class A Certificates and all notices with respect to such Class A Certificates shall be made and given, respectively, in the manner provided in the Representation Letter.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Imc Home Equity Loan Trust 1997-2)

Registration and Transfer of Certificates. (a) The Trustee shall cause to be kept a register (the "Register") in which, subject to such reasonable regulations as it may prescribe, the Trustee shall provide for the registration of Certificates and the registration of transfer of Certificates. The Trustee is hereby initially appointed Registrar for the purpose of registering Certificates and transfers of Certificates as herein provided. The Owners, the Certificate Insurer and the Trustee shall have the right to inspect the Register during the Trustee's normal hours and to obtain copies thereof, and the Trustee shall have the right to rely upon a certificate executed on behalf of the Registrar by an Authorized Officer thereof as to the names and addresses of the Owners of the Certificates and the principal amounts and numbers of such Certificates. If a Person other than the Trustee is appointed as Registrar by the Owners of a majority of the aggregate Percentage Interests represented by the Class A Certificates and the Class B Certificates then Outstanding with the consent of the Certificate Insurer, or if there are no longer any Class A Certificates or Class B Certificates then Outstanding, by such majority of the Percentage Interests represented by the Class R-I Certificates, the Trustee will give the Owners and the Certificate Insurer prompt written notice of the appointment of such Registrar and of the location, and any change in the location, of the Register. In connection with any such appointment the annual fees of the bank then serving as Trustee and Registrar shall thenceforth be reduced by the amount to be agreed upon by the Trustee and the Depositor at such time and the reasonable fees of the Registrar shall be paid, as expenses of the Trust, pursuant to Section 7.05 hereof. (b) Subject to the provisions of Section ~~5.8 hereof with respect to the Unregistered Certificates~~5.08 hereof, upon surrender for registration of transfer of any Certificate at the office designated as the location of the Register, upon the direction of the Registrar the Trustee shall ~~execute and~~ execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of a like Class and in the aggregate principal amount or ~~notional amount~~ percentage interest of the Certificate so surrendered. (c) At the option of any Owner, Certificates of any Class owned by such Owner may be exchanged for other Certificates authorized of like ~~Class,~~ Class and tenor and a like aggregate original principal amount or ~~notional amount~~ percentage interest and bearing numbers not contemporaneously outstanding, upon surrender of the Certificates to be exchanged at the office designated as the location of the Register. Whenever any Certificate is so surrendered for exchange, upon the direction of the Registrar, the Trustee shall ~~execute and~~ execute, authenticate and deliver the Certificate or Certificates which the Owner making the exchange is entitled to receive. (d) All Certificates issued upon any registration of transfer or exchange of Certificates shall be valid evidence of the same ownership interests in the Trust and entitled to the same benefits under this Agreement as the Certificates surrendered upon such registration of transfer or exchange. (e) Every Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the ~~Trustee~~ Registrar duly executed by the Owner thereof or his attorney duly authorized in writing. (f) No service charge shall be made to an Owner for any registration of transfer or exchange of Certificates, but the Registrar or Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Certificates; any other expenses in connection with such transfer or exchange shall be an expense of the Trust. (g) It is intended that the ~~Class A~~ Offered Certificates be registered so as to participate in a global book-entry system with the Depository, as set forth herein. Each Class of ~~Class A~~ Offered Certificates ~~shall~~ shall, except as otherwise provided in Subsection (h), be initially issued in the form of a single fully registered ~~Class A~~ Certificate of ~~the related Class with a denomination equal to the original principal balance of the related~~ such Class. Upon initial issuance, the ownership of each such ~~Class A Certificates~~ Certificate shall be registered in the Register in the name of Cede & Co., or any successor thereto, as nominee for the Depository. ~~The minimum denominations~~ On the Startup Day, the Offered Certificates (other than Class A-18, Class N-IO and Class P-IO Certificates) shall be issued in denominations of no less than $1,000 ~~for any~~ and integral multiples thereof. On the Startup Day, the Class ~~A Certificate,~~ N-IO and Class P-IO Certificates shall be issued in denominations of no less than $~~100,000 for any~~ 1,000 (based on the Class ~~B Certificate,~~ N-IO and ~~10% Percentage Interest for any Residual Certificate~~Class P-IO Notional Principal Amounts thereof) and integral multiples thereof; the Auction Rate Certificates shall be issued in denominations of $25,000 and in integral multiples thereof. The ~~Seller~~ Depositor and the Trustee are hereby authorized to execute and deliver the Representation Letter with the Depository. With respect to ~~Class A~~ the Offered Certificates registered in the Register in the name of Cede & Co., as nominee of the Depository, the ~~Seller~~Depositor, the ~~Master~~ Servicer, the ~~Transferor~~ Sellers, the Certificate Insurer and the Trustee shall have no responsibility or obligation to ~~the Depository's "~~Direct ~~Participants"~~ or "Indirect ~~Participants"~~ Participants or beneficial owners for which the Depository holds ~~Class A~~ Offered Certificates from time to time as a Depository. Without limiting the immediately preceding sentence, the ~~Seller~~Depositor, the ~~Master~~ Servicer, the ~~Transferor~~ Sellers, the Certificate Insurer and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the ~~Class A~~ Offered Certificates, (ii) the delivery to any Direct or Indirect Participant or any other Person, other than a registered Owner of ~~a Class A~~ an Offered Certificate as shown in the Register, of any notice with respect to the ~~Class A~~ Offered Certificates or (iii) the payment ~~to, or withholding with respect to,~~ to any Direct or Indirect Participant or any other Person, other than a registered Owner of a ~~Class A~~ Offered Certificate as shown in the Register, of any amount with respect to any distribution of principal or interest on the ~~Class A~~ Offered Certificates. No Person other than a registered Owner of a ~~Class A~~ Offered Certificate as shown in the Register shall receive a certificate evidencing such ~~Class A~~ Offered Certificate. The Certificate Issuer shall have no responsibility for or obligation with respect to the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Class A Certificates. Upon delivery by the Depository to the Trustee of written notice to the effect that the Depository has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions hereof with respect to the payment of interest by the mailing of checks or drafts to the registered Owners of ~~Class A~~ Offered Certificates appearing as registered Owners in the registration books maintained by the Trustee at the close of business on a Record Date, the name "Cede & Co." in this Agreement shall refer to such new nominee of the Depository. (h) In the event that (i) the Depository or the ~~Seller~~ Depositor advises the Trustee in writing that the Depository is no longer willing or able to discharge properly its responsibilities as nominee and depository with respect to the ~~Class A~~ Offered Certificates and the ~~Seller~~ Depositor or the Trustee is unable to locate a qualified ~~successor,~~ successor or (ii) the ~~Seller~~ Depositor at its sole option elects to terminate the book-entry system through the Depository or (iii) after an Event of Default, Owners of Certificates evidencing at least 51% Percentage Interests of any Class affected thereby notify the Seller that the continuation of a book-entry system is not in the best interests of such Class of OwnersDepository, the ~~Class A~~ Offered Certificates ~~or any Class, as applicable,~~ shall no longer be restricted to being registered in the Register in the name of Cede & Co. (or a successor nominee) as nominee of the Depository. At that time, the ~~Class A~~ Depositor may determine that the Offered Certificates shall be registered in the name of and deposited with a successor depository operating a global book-entry system, as may be acceptable to the ~~Seller~~Depositor and at the Depositor's expense, or such depository's agent or designee but, if the ~~Seller~~ Depositor does not select such alternative global book-entry system, then the ~~Trustee shall notify the Owners of the Class A Certificates in writing of the termination of the book-entry system and the Class A~~ Offered Certificates may be registered in whatever name or names registered Owners of ~~Class A~~ Offered Certificates transferring ~~Class A~~ the Offered Certificates shall designate, in accordance with the provisions hereof. (i) Notwithstanding any other provision of this Agreement to the contrary, so long as any ~~Class A Certificate~~ of the Offered Certificates is registered in the name of Cede & Co., as nominee of the Depository, all distributions of principal or interest on such ~~Class A~~ Offered Certificates and all notices with respect to such ~~Class A~~ Offered Certificates shall be made and given, respectively, in the manner provided in the Representation Letter.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Contisecurities Asset Funding Corp)

Registration and Transfer of Certificates. (a) The ~~Trustee~~ Trustee, as registrar, shall cause to be kept a register (the "Register") in which, subject to such reasonable regulations as it may prescribe, the Trustee shall provide for the registration of Certificates and the registration of transfer of Certificates. The Trustee is hereby appointed registrar for the purpose of registering Certificates and transfers of Certificates as herein provided. The Owners and the Certificate Insurer shall have the right to inspect the Register at all reasonable times and to obtain copies thereof. (b) Subject to the provisions of Section 5.8 ~~hereof with respect to the Unregistered Certificates~~hereof, upon surrender for registration of transfer of any Certificate at the office designated as the location of the Register, the Trustee shall ~~execute and~~ execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of a like Class and in the aggregate principal ~~or notional~~ amount of the Certificate so surrendered. (c) At the option of any Owner, Certificates of any Class owned by such Owner may be exchanged for other Certificates authorized of like Class, tenor and a like aggregate original principal ~~or notional~~ amount and bearing numbers not contemporaneously outstanding, upon surrender of the Certificates to be exchanged at the office designated as the location of the Register. Whenever any Certificate is so surrendered for exchange, the Trustee shall ~~execute and~~ execute, authenticate and deliver the Certificate or Certificates which the Owner making the exchange is entitled to receive. (d) ~~All~~ Certificates issued upon any registration of transfer or exchange of Certificates shall be valid evidence of the same ownership interests in the Trust and entitled to the same benefits under this Agreement as the Certificates surrendered upon such registration of transfer or exchange. (e) ~~Every~~ Any Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee duly executed by the Owner thereof or his attorney duly authorized in writing. (f) No service charge shall be made to an Owner for any registration of transfer or exchange of Certificates, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Certificates; any other expenses in connection with such transfer or exchange shall be an expense of the Trust. (g) It is intended that the Class A Certificates be registered so as to participate in a global book-entry system with the Depository, as set forth herein. Each Class of Class A Certificates shall be initially issued in the form of a single fully registered Class A Certificate of the related Class with a denomination equal to the original principal balance of the related Class. Upon initial issuance, the ownership of such Class A Certificates shall be registered in the Register in the name of Cede & Co., or any successor thereto, as nominee for the Depository. The minimum denominations shall be $1,000 for any Class A Certificate, $100,000 for any Class B Certificate, and 10% Percentage Interest for any Residual Certificate. The Seller and the Trustee are hereby authorized to execute and deliver the Representation Letter with the Depository. With respect to Class A Certificates registered in the Register in the name of Cede & Co., as nominee of the Depository, the Seller, the Master Servicer, the Transferor and the Trustee shall have no responsibility or obligation to the Depository's "Direct Participants" or "Indirect Participants" or beneficial owners for which the Depository holds Class A Certificates from time to time as a Depository. Without limiting the immediately preceding sentence, the Seller, the Master Servicer, the Transferor and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Class A Certificates, (ii) the delivery to any Direct or Indirect Participant or any other Person, other than a registered Owner of a Class A Certificate as shown in the Register, of any notice with respect to the Class A Certificates or (iii) the payment to, or withholding with respect to, any Direct or Indirect Participant or any other Person, other than a registered Owner of a Class A Certificate as shown in the Register, of any amount with respect to any distribution of principal or interest on the Class A Certificates. No Person other than a registered Owner of a Class A Certificate as shown in the Register shall receive a certificate evidencing such Class A Certificate. The Certificate Issuer shall have no responsibility for or obligation with respect to the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Class A Certificates. Upon delivery by the Depository to the Trustee of written notice to the effect that the Depository has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions hereof with respect to the payment of interest by the mailing of checks or drafts to the registered Owners of Class A Certificates appearing as registered Owners in the registration books maintained by the Trustee at the close of business on a Record Date, the name "Cede & Co." in this Agreement shall refer to such new nominee of the Depository. (h) In the event that (i) the Depository or the Seller advises the Trustee in writing that the Depository is no longer willing or able to discharge properly its responsibilities as nominee and depository with respect to the Class A Certificates and the Seller is unable to locate a qualified successor, (ii) the Seller at its sole option elects to terminate the book-entry system through the Depository or (iii) after an Event of Default, Owners of Certificates evidencing at least 51% Percentage Interests of any Class affected thereby notify the Seller that the continuation of a book-entry system is not in the best interests of such Class of Owners, the Class A Certificates or any Class, as applicable, shall no longer be restricted to being registered in the Register in the name of Cede & Co. (or a successor nominee) as nominee of the Depository. At that time, the Class A Certificates shall be registered in the name of and deposited with a successor depository operating a global book-entry system, as may be acceptable to the Seller, or such depository's agent or designee but, if the Seller does not select such alternative global book-entry system, then the Trustee shall notify the Owners of the Class A Certificates in writing of the termination of the book-entry system and the Class A Certificates may be registered in whatever name or names registered Owners of Class A Certificates transferring Class A Certificates shall designate, in accordance with the provisions hereof. (i) Notwithstanding any other provision of this Agreement to the contrary, so long as any Class A Certificate is registered in the name of Cede & Co., as nominee of the Depository, all distributions of principal or interest on such Class A Certificates and all notices with respect to such Class A Certificates shall be made and given, respectively, in the manner provided in the Representation Letter.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Advanta Mortgage Loan Trust 1998-3)

Registration and Transfer of Certificates. (a) The Trustee shall cause to be kept a register (the "Register") in which, subject to such reasonable regulations as it may prescribe, the Trustee shall provide for the registration of Certificates and the registration of transfer of Certificates. The Trustee is hereby initially appointed Registrar for the purpose of registering Certificates and transfers of Certificates as herein provided. The Certificateholders and the Trustee shall have the right to inspect the Register during the Trustee's normal hours and to obtain copies thereof, and the Trustee shall have the right to rely upon a certificate executed on behalf of the Registrar by an Authorized Officer thereof as to the names and addresses of the Certificateholders of the Certificates and the principal amounts and numbers of such Certificates. If a Person other than the Trustee is appointed as Registrar by the Certificateholders of a majority of the aggregate Percentage Interests represented by the Offered Certificates then Outstanding, or if there are no longer any Offered Certificates then Outstanding, by such majority of the Percentage Interests represented by the Residual Certificates, the Trustee will give the Certificateholders prompt written notice of the appointment of such Registrar and of the location, and any change in the location, of the Register. In connection with any such appointment the annual fees of the bank then serving as Trustee and Registrar shall thenceforth be reduced by the amount to be agreed upon by the Trustee and the Servicer at such time and the reasonable fees of the Registrar shall be paid, but only to the extent of the amount by which the Trustee Fee shall have been correspondingly reduced, as expenses of the Trust Fund, pursuant to Section 7.05 hereof. (b) Subject to the provisions of Section ~~5.8 hereof with respect to the Unregistered Certificates~~5.08 hereof, upon surrender for registration of transfer of any Certificate at the office designated as the ~~location~~ Corporate Trust Office, upon the direction of the ~~Register,~~ Registrar the Trustee shall execute and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of a like Class and in the aggregate principal amount or ~~notional amount~~ percentage interest of the Certificate so surrendered. (c) At the option of any ~~Owner~~Certificateholder, Certificates of any Class owned by such ~~Owner~~ Certificateholder may be exchanged for other Certificates authorized of like ~~Class,~~ Class and tenor and a like aggregate original principal amount or ~~notional amount~~ percentage interest and bearing numbers not contemporaneously outstanding, upon surrender of the Certificates to be exchanged at the ~~office designated as the location of the Register~~Corporate Trust Office. Whenever any Certificate is so surrendered for exchange, upon the direction of the Registrar, the Trustee shall ~~execute and~~ execute, authenticate and deliver the Certificate or Certificates which the ~~Owner~~ Certificateholder making the exchange is entitled to receive. (d) All Certificates issued upon any registration of transfer or exchange of Certificates shall be valid evidence of the same ownership interests in the Trust Fund and entitled to the same benefits under this Agreement as the Certificates surrendered upon such registration of transfer or exchange. (e) Every Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the ~~Trustee~~ Registrar duly executed by the ~~Owner~~ Certificateholder thereof or his attorney duly authorized in writing. (f) No service charge shall be made to ~~an Owner~~ a Certificateholder for any registration of transfer or exchange of Certificates, but the Registrar or Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Certificates~~; any other expenses in connection with such transfer or exchange shall be an expense of the Trust~~. (g) It is intended that the ~~Class A~~ Offered Certificates be registered so as to participate in a global book-entry system with the Depository, as set forth herein. Each Class of ~~Class A~~ Offered Certificates ~~shall~~ shall, except as otherwise provided in Subsection (h), be initially issued in the form of ~~a single~~ one or more fully registered ~~Class A Certificate~~ Certificates of ~~the related Class with a denomination equal to the original principal balance of the related~~ such Class. Upon initial issuance, the ownership of each such ~~Class A Certificates~~ Certificate shall be registered in the Register in the name of Cede & Co., or any successor thereto, as nominee for the Depository. ~~The minimum denominations~~ On the Startup Day, the Class A Certificates shall be issued in denominations of no less than $1,000 ~~for any~~ and integral multiples $1 in excess thereof. On the Startup Day, the Class ~~A Certificate~~M-1, ~~$100,000 for any~~ Class M-2, Class B ~~Certificate,~~ Certificates and ~~10% Percentage Interest for any Residual Certificate~~Class C Certificates shall be issued in denominations of no less than $25,000 and integral multiples of $1 in excess thereof. The ~~Seller~~ Depositor and the Trustee are hereby authorized to execute and deliver the Representation Letter with the Depository. With respect to ~~Class A~~ the Offered Certificates registered in the Register in the name of Cede & Co., as nominee of the Depository, the ~~Seller~~Depositor, the ~~Master~~ Servicer, the ~~Transferor~~ Seller and the Trustee shall have no responsibility or obligation to ~~the Depository's "~~Direct ~~Participants"~~ or "Indirect ~~Participants"~~ Participants or beneficial owners for which the Depository holds ~~Class A~~ Offered Certificates from time to time as a Depository. Without limiting the immediately preceding sentence, the ~~Seller~~Depositor, the ~~Master~~ Servicer, the ~~Transferor~~ Seller and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the ~~Class A~~ Offered Certificates, (ii) the delivery to any Direct or Indirect Participant or any other Person, other than a registered ~~Owner~~ Certificateholder of ~~a Class A~~ an Offered Certificate as shown in the Register, of any notice with respect to the ~~Class A~~ Offered Certificates or (iii) the payment ~~to, or withholding with respect to,~~ to any Direct or Indirect Participant or any other Person, other than a registered ~~Owner~~ Certificateholder of ~~a Class A~~ an Offered Certificate as shown in the Register, of any amount with respect to any distribution of principal or interest on the ~~Class A~~ Offered Certificates. No Person other than a registered ~~Owner~~ Certificateholder of ~~a Class A~~ an Offered Certificate as shown in the Register shall receive a certificate evidencing such ~~Class A~~ Offered Certificate. The Certificate Issuer shall have no responsibility for or obligation with respect to the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Class A Certificates. Upon delivery by the Depository to the Trustee of written notice to the effect that the Depository has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions hereof ~~with respect~~ requiring distributions to ~~the payment of interest by the mailing of checks or drafts~~ be made only to ~~the~~ registered ~~Owners of Class A Certificates~~ Certificateholders appearing as ~~registered Owners~~ such in the registration books maintained by the Trustee at the close of business on a Record Date, the name "Cede & Co." in this Agreement shall refer to such new nominee of the Depository. (h) In the event that (i) the Depository or the ~~Seller~~ Depositor advises the Trustee in writing that the Depository is no longer willing or able to discharge properly its responsibilities as nominee and depository with respect to the ~~Class A~~ Offered Certificates and the ~~Seller~~ Depositor or the Trustee is unable to locate a qualified ~~successor,~~ successor or (ii) the ~~Seller~~ Depositor at its sole option elects to terminate the book-entry system through the Depository or (iii) after an Event of Default, Owners of Certificates evidencing at least 51% Percentage Interests of any Class affected thereby notify the Seller that the continuation of a book-entry system is not in the best interests of such Class of OwnersDepository, the ~~Class A~~ Offered Certificates ~~or any Class, as applicable,~~ shall no longer be restricted to being registered in the Register in the name of Cede & Co. (or a successor nominee) as nominee of the Depository. At that time, the ~~Class A~~ Depositor may determine that the Offered Certificates shall be registered in the name of and deposited with a successor depository operating a global book-entry system, as may be acceptable to the ~~Seller~~Depositor and at the Depositor's expense, or such depository's agent or ~~designee but, if~~ designee. If the ~~Seller~~ Depositor does not select such alternative global book-entry system, then the ~~Trustee shall notify the Owners of the Class A Certificates in writing of the termination of the book-entry system and the Class A~~ Offered Certificates may be registered in ~~whatever~~ such name or names registered ~~Owners~~ Certificateholders of ~~Class A~~ Offered Certificates transferring ~~Class A~~ the Offered Certificates shall designate, in accordance with the provisions hereof. (i) Notwithstanding any other provision of this Agreement to the contrary, so long as any ~~Class A Certificate~~ of the Offered Certificates is registered in the name of Cede & Co., as nominee of the Depository, all distributions of principal or interest on such ~~Class A~~ Offered Certificates and all notices with respect to such ~~Class A~~ Offered Certificates shall be made and given, respectively, in the manner provided in the Representation Letter.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Credit Suisse First Boston Mortgage Securities Corp)

Registration and Transfer of Certificates. (a) The Trustee shall cause to be kept a register (the "Register") in which, subject to such reasonable regulations as it may prescribe, the Trustee shall provide for the registration of Certificates and the registration of transfer of Certificates. The Trustee is hereby initially appointed Registrar for the purpose of registering Certificates and transfers of Certificates as herein provided. The Owners and the Trustee shall have the right to inspect the Register during the Registrar's normal hours and to obtain copies thereof, and the Trustee shall have the right to rely upon a certificate executed on behalf of the Registrar by an Authorized Officer thereof as to the names and addresses of the Owners of the Certificates and the principal amounts and numbers of such Certificates. If a Person other than the Trustee is appointed as Registrar by the Owners of a majority of the aggregate Percentage Interests represented by the Offered Certificates then Outstanding related to each Mortgage Loan Group or, if there are no longer any Offered Certificates then Outstanding, by such majority of the Percentage Interests represented by the Class R Certificates, the Trustee will give the Owners prompt written notice of the appointment of such Registrar and of the location, and any change in the location, of the Register. (b) Subject to the provisions of Section ~~5.8 hereof with respect to the Unregistered Certificates~~5.08 hereof, upon surrender for registration of transfer of any Certificate at the office designated as the location of the Register, upon the direction of the Registrar the Depositor shall execute and the Trustee shall ~~execute and~~ authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of a like Class and in the aggregate principal amount or ~~notional amount~~ Percentage Interest of the Certificate so surrendered. (c) At the option of any Owner, Certificates of any Class owned by such Owner may be exchanged for other Certificates authorized of like ~~Class,~~ Class and tenor and a like aggregate original principal amount or ~~notional amount~~ percentage interest and bearing numbers not contemporaneously ~~outstanding~~Outstanding, upon surrender of the Certificates to be exchanged at the office designated as the location of the Register. Whenever any Certificate is so surrendered for exchange, upon the direction of the Registrar, the Depositor and the Trustee shall ~~execute and~~ execute, authenticate and deliver the Certificate or Certificates which the Owner making the exchange is entitled to receive. (d) All Certificates issued upon any registration of transfer or exchange of Certificates shall be valid evidence of the same ownership interests in the Trust and entitled to the same benefits under this Agreement as the Certificates surrendered upon such registration of transfer or exchange. (e) Every Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the ~~Trustee~~ Registrar duly executed by the Owner thereof or his attorney duly authorized in writing. (f) No service charge shall be made to an Owner for any registration of transfer or exchange of Certificates, but the Registrar or Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Certificates; any other expenses in connection with such transfer or exchange shall be an expense of the Trust. (g) It is intended that the ~~Class A~~ Depository Certificates be registered so as to participate in a global book-entry system with the Depository, as set forth herein. Each Class of ~~Class A~~ the Depository Certificates ~~shall~~ shall, except as otherwise provided in Subsection (h), be initially issued in the form of a single fully registered ~~Class A~~ Offered Certificate of ~~the related Class with a denomination equal to the original principal balance of the related~~ such Class. Upon initial issuance, the ownership of ~~such Class A Certificates~~ each of the Depository Certificate shall be registered in the Register in the name of Cede & Co., or any successor thereto, as nominee for the Depository. ~~The minimum denominations~~ On the Startup Day, no Depository Certificates shall be issued in denominations of less than $1,000 ~~for any~~ except that one Certificate in each class may be in an amount less than $1,000. No Class ~~A Certificate,~~ C-IO Certificates shall be issued in denominations of less than $~~100,000 for any Class B Certificate, and 10% Percentage Interest for any Residual Certificate~~1,000 (based on the original Notional Principal Amount thereof). The ~~Seller~~ Class D Certificates, the Class R Certificates and the Class S Certificates (other than the Tax Matters Person Residual Interest) shall be issued in minimum percentage interests of 10%. The Depositor and the Trustee are hereby authorized to execute and deliver the Representation Letter with the Depository. With respect to ~~Class A~~ the Depository Certificates registered in the Register in the name of Cede & Co., as nominee of the Depository, the ~~Seller~~Depositor, the Servicer, the Special Servicer, the Master Servicer, the ~~Transferor~~ Seller, the Guarantor and the Trustee shall have no responsibility or obligation to ~~the Depository's "~~Direct ~~Participants"~~ or "Indirect ~~Participants"~~ Participants or beneficial owners for which the Depository holds ~~Class A~~ the Depository Certificates from time to time as a Depository. Without limiting the immediately preceding sentence, the ~~Seller~~Depositor, the Servicer, the Special Servicer, the Master Servicer, the ~~Transferor~~ Seller, the Guarantor and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the ~~Class A~~ Depository Certificates, (ii) the delivery to any Direct or Indirect Participant or any other Person, other than a registered Owner of a Class A Certificate as shown in the Register, of any notice with respect to the Class A Certificates or (iii) the payment to, or withholding with respect to, any Direct or Indirect Participant or any other Person, other than a registered Owner of a Class A Certificate as shown in the Register, of any amount with respect to any distribution of principal or interest on the Class A Certificates. No Person other than a registered Owner of a Class A Certificate as shown in the Register shall receive a certificate evidencing such Class A Certificate. The Certificate Issuer shall have no responsibility for or obligation with respect to the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Class A Certificates. Upon delivery by the Depository to the Trustee of written notice to the effect that the Depository has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions hereof with respect to the payment of interest by the mailing of checks or drafts to the registered Owners of Class A Certificates appearing as registered Owners in the registration books maintained by the Trustee at the close of business on a Record Date, the name "Cede & Co." in this Agreement shall refer to such new nominee of the Depository. (h) In the event that (i) the Depository or the Seller advises the Trustee in writing that the Depository is no longer willing or able to discharge properly its responsibilities as nominee and depository with respect to the Class A Certificates and the Seller is unable to locate a qualified successor, (ii) the Seller at its sole option elects to terminate the book-entry system through the Depository or (iii) after an Event of Default, Owners of Certificates evidencing at least 51% Percentage Interests of any Class affected thereby notify the Seller that the continuation of a book-entry system is not in the best interests of such Class of Owners, the Class A Certificates or any Class, as applicable, shall no longer be restricted to being registered in the Register in the name of Cede & Co. (or a successor nominee) as nominee of the Depository. At that time, the Class A Certificates shall be registered in the name of and deposited with a successor depository operating a global book-entry system, as may be acceptable to the Seller, or such depository's agent or designee but, if the Seller does not select such alternative global book-entry system, then the Trustee shall notify the Owners of the Class A Certificates in writing of the termination of the book-entry system and the Class A Certificates may be registered in whatever name or names registered Owners of Class A Certificates transferring Class A Certificates shall designate, in accordance with the provisions hereof. (i) Notwithstanding any other provision of this Agreement to the contrary, so long as any Class A Certificate is registered in the name of Cede & Co., as nominee of the Depository, all distributions of principal or interest on such Class A Certificates and all notices with respect to such Class A Certificates shall be made and given, respectively, in the manner provided in the Representation Letter.,

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Amresco Residential Secs Corp Mort Loan Trust 1998-3)

Registration and Transfer of Certificates. (a) The ~~Trustee~~ Trustee, as registrar, shall cause to be kept a register (the "Register") in which, subject to such reasonable regulations as it may prescribe, the Trustee shall provide for the registration of Certificates and the registration of transfer of Certificates. The Trustee is hereby appointed registrar (the "Registrar") for the purpose of registering Certificates and transfers of Certificates as herein provided. The Owners and the Certificate Insurer shall have the right to inspect the Register during business hours upon reasonable notice (but no less than 2 Business Days) and to obtain copies thereof. (b) Subject to the provisions of Section 5.8 ~~hereof with respect to the Unregistered Certificates~~hereof, upon surrender for registration of transfer of any Certificate at the office designated as the location of the Register, the Trustee shall ~~execute and~~ execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of a like Class and in the aggregate principal ~~or notional~~ amount of the Certificate so surrendered. (c) At the option of any Owner, Certificates of any Class owned by such Owner may be exchanged for other Certificates authorized of like Class, ~~tenor and a like~~ tenor, aggregate original principal ~~or notional~~ amount and bearing numbers not contemporaneously outstanding, upon surrender of the Certificates to be exchanged at the office designated as the location of the Register. Whenever any Certificate is so surrendered for exchange, the Trustee shall ~~execute and~~ execute, authenticate and deliver the Certificate or Certificates which the Owner making the exchange is entitled to receive. (d) All Certificates issued upon any registration of transfer or exchange of Certificates shall be valid evidence of the same ownership interests in the Trust and entitled to the same benefits under this Agreement as the Certificates surrendered upon such registration of transfer or exchange. (e) Every Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee duly executed by the Owner thereof or his attorney duly authorized in writing. (f) No service charge shall be made to an Owner for any registration of transfer or exchange of Certificates, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Certificates; any other expenses in connection with such transfer or exchange shall be an expense of the Trust. (g) It is intended that the Class A Certificates be registered so as to participate in a global book-entry system with the Depository, as set forth herein. Each Class of Class A Certificates shall be initially issued in the form of a single fully registered Class A Certificate of the related Class with a denomination equal to the original principal balance of the related Class. Upon initial issuance, the ownership of such Class A Certificates shall be registered in the Register in the name of Cede & Co., or any successor thereto, as nominee for the Depository. The minimum denominations shall be $1,000 for any Class A Certificate, $100,000 for any Class B Certificate, and 10% Percentage Interest for any Residual Certificate. The Seller and the Trustee are hereby authorized to execute and deliver the Representation Letter with the Depository. With respect to Class A Certificates registered in the Register in the name of Cede & Co., as nominee of the Depository, the Seller, the Master Servicer, the Transferor and the Trustee shall have no responsibility or obligation to the Depository's "Direct Participants" or "Indirect Participants" or beneficial owners for which the Depository holds Class A Certificates from time to time as a Depository. Without limiting the immediately preceding sentence, the Seller, the Master Servicer, the Transferor and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Class A Certificates, (ii) the delivery to any Direct or Indirect Participant or any other Person, other than a registered Owner of a Class A Certificate as shown in the Register, of any notice with respect to the Class A Certificates or (iii) the payment to, or withholding with respect to, any Direct or Indirect Participant or any other Person, other than a registered Owner of a Class A Certificate as shown in the Register, of any amount with respect to any distribution of principal or interest on the Class A Certificates. No Person other than a registered Owner of a Class A Certificate as shown in the Register shall receive a certificate evidencing such Class A Certificate. The Certificate Issuer shall have no responsibility for or obligation with respect to the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Class A Certificates. Upon delivery by the Depository to the Trustee of written notice to the effect that the Depository has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions hereof with respect to the payment of interest by the mailing of checks or drafts to the registered Owners of Class A Certificates appearing as registered Owners in the registration books maintained by the Trustee at the close of business on a Record Date, the name "Cede & Co." in this Agreement shall refer to such new nominee of the Depository. (h) In the event that (i) the Depository or the Seller advises the Trustee in writing that the Depository is no longer willing or able to discharge properly its responsibilities as nominee and depository with respect to the Class A Certificates and the Seller is unable to locate a qualified successor, (ii) the Seller at its sole option elects to terminate the book-entry system through the Depository or (iii) after an Event of Default, Owners of Certificates evidencing at least 51% Percentage Interests of any Class affected thereby notify the Seller that the continuation of a book-entry system is not in the best interests of such Class of Owners, the Class A Certificates or any Class, as applicable, shall no longer be restricted to being registered in the Register in the name of Cede & Co. (or a successor nominee) as nominee of the Depository. At that time, the Class A Certificates shall be registered in the name of and deposited with a successor depository operating a global book-entry system, as may be acceptable to the Seller, or such depository's agent or designee but, if the Seller does not select such alternative global book-entry system, then the Trustee shall notify the Owners of the Class A Certificates in writing of the termination of the book-entry system and the Class A Certificates may be registered in whatever name or names registered Owners of Class A Certificates transferring Class A Certificates shall designate, in accordance with the provisions hereof. (i) Notwithstanding any other provision of this Agreement to the contrary, so long as any Class A Certificate is registered in the name of Cede & Co., as nominee of the Depository, all distributions of principal or interest on such Class A Certificates and all notices with respect to such Class A Certificates shall be made and given, respectively, in the manner provided in the Representation Letter.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (First Alliance Mortgage Loan Trust 1997-01)

Registration and Transfer of Certificates. (a) The Trustee shall cause to be kept a register (the "Register") in which, subject to such reasonable regulations as it may prescribe, the Trustee shall provide for the registration of Certificates and the registration of transfer of Certificates. The Trustee is hereby initially appointed Registrar for the purpose of registering Certificates and transfers of Certificates as herein provided. The Certificate Insurer, the Owners and the Trustee shall have the right to inspect the Register during the Trustee's normal hours and to obtain copies thereof, and the Trustee shall have the right to rely upon a certificate executed on behalf of the Registrar by an Authorized Officer thereof as to the names and addresses of the Owners of the Certificates and the principal amounts and numbers of such Certificates. If a Person other than the Trustee is appointed as Registrar by the Owners of a majority of the aggregate Percentage Interests represented by the Class A Certificates then Outstanding with the consent of the Certificate Insurer or if there are no longer any Class A Certificates then Outstanding, by such majority of the Percentage Interests represented by the Class B-1 Certificates, or if there are no longer any Class B-1 Certificates then Outstanding, by such majority of the Percentage Interests represented by the Class X-A and Class X-F Certificates, such Owners shall give the Trustee, the Certificate Insurer and the Owners prompt written notice of the appointment of such Registrar and of the location, and any change in the location, of the Register. In connection with any such appointment the reasonable fees of the Registrar shall be paid, as expenses of the Trust, pursuant to Section 7.06 hereof. (b) Subject to the provisions of Section ~~5.8 hereof with respect to the Unregistered Certificates~~5.08 hereof, upon surrender for registration of transfer of any Certificate at the office designated as the location of the Register, upon the direction of the Registrar, the Trustee shall ~~execute and~~ execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of a like Class and in the aggregate outstanding principal amount or ~~notional amount~~ Percentage Interest of the Certificate so surrendered. (c) At the option of any Owner, Certificates of any Class owned by such Owner may be exchanged for other Certificates authorized of like ~~Class,~~ Class and tenor and a like aggregate ~~original~~ outstanding principal amount or ~~notional amount~~ Percentage Interest and bearing numbers not contemporaneously outstanding, upon surrender of the Certificates to be exchanged at the office designated as the location of the Register. Whenever any Certificate is so surrendered for exchange, upon the direction of the Registrar, the Trustee shall ~~execute and~~ execute, authenticate and deliver the Certificate or Certificates which the Owner making the exchange is entitled to receive. (d) All Certificates issued upon any registration of transfer or exchange of Certificates shall be valid evidence of the same ownership interests in the Trust and entitled to the same benefits under this Agreement as the Certificates surrendered upon such registration of transfer or exchange. (e) Every Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the ~~Trustee~~ Registrar duly executed by the Owner thereof or his attorney duly authorized in writing. (f) No service charge shall be made to an Owner for any registration of transfer or exchange of Certificates, but the Registrar or Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Certificates; any other expenses in connection with such transfer or exchange shall be an expense of the Trust. (g) It is intended that the ~~Class A~~ Offered Certificates be registered so as to participate in a global book-entry system with the Depository, as set forth herein. Each Class of ~~Class A~~ Offered Certificates ~~shall~~ shall, except as otherwise provided in Subsection (h), be initially issued in the form of a single fully registered ~~Class A~~ Certificate of ~~the related Class with a denomination equal to the original principal balance of the related~~ such Class. Upon initial issuance, the ownership of each such ~~Class A Certificates~~ Certificate shall be registered in the Register in the name of Cede & Co., or any successor thereto, as nominee for the Depository. ~~The minimum denominations~~ On the Startup Day, the Offered Certificates shall be issued in denominations of $1,000 ~~for any Class A Certificate~~Certificate Principal Balance or Notional Amount, ~~$100,000 for any Class B Certificate~~as applicable, and ~~10% Percentage Interest for any Residual Certificate~~integral multiples of $1 in excess thereof. The ~~Seller~~ Depositor and the Trustee are hereby authorized to execute and deliver the Representation Letter with the ~~Depository~~Depository in the form provided to the Trustee by the Depositor. With respect to ~~Class A~~ the Offered Certificates registered in the Register in the name of Cede & Co., as nominee of the Depository, the ~~Seller~~Depositor, the ~~Master~~ Servicer, the ~~Transferor~~ Certificate Insurer and the Trustee shall have no responsibility or obligation to ~~the Depository's "~~Direct ~~Participants"~~ or "Indirect ~~Participants"~~ Participants or beneficial owners for which the Depository holds ~~Class A~~ Offered Certificates from time to time as a Depository. Without limiting the immediately preceding sentence, the ~~Seller~~Depositor, the ~~Master~~ Servicer, the ~~Transferor~~ Certificate Insurer and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the ~~Class A~~ Offered Certificates, (ii) the delivery to any Direct or Indirect Participant or any other Person, other than a registered Owner of ~~a Class A~~ an Offered Certificate as shown in the Register, of any notice with respect to the ~~Class A~~ Offered Certificates or (iii) the payment ~~to, or withholding with respect to,~~ to any Direct or Indirect Participant or any other Person, other than a registered Owner of ~~a Class A~~ an Offered Certificate as shown in the Register, of any amount with respect to any distribution of principal or interest on the ~~Class A~~ Offered Certificates. No Person other than a registered Owner of ~~a Class A~~ an Offered Certificate as shown in the Register shall receive a certificate evidencing such ~~Class A~~ Offered Certificate. The Certificate Issuer shall have no responsibility for or obligation with respect to the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Class A Certificates. Upon delivery by the Depository to the Trustee of written notice to the effect that the Depository has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions hereof with respect to the payment of interest by the mailing of checks or drafts to the registered Owners of ~~Class A~~ Offered Certificates appearing as registered Owners in the registration books maintained by the Trustee at the close of business on a Record Date, the name "Cede & Co." in this Agreement shall refer to such new nominee of the Depository. (h) In the event that (i) the Depository or the ~~Seller~~ Depositor advises the Trustee in writing that the Depository is no longer willing or able to discharge properly its responsibilities as nominee and depository with respect to the ~~Class A~~ Offered Certificates and the ~~Seller~~ Depositor or the Trustee is unable to locate a qualified ~~successor,~~ successor or (ii) the ~~Seller~~ Depositor at its sole option elects to terminate the book-entry system through the Depository or (iii) after an Event of Default, Owners of Certificates evidencing at least 51% Percentage Interests of any Class affected thereby notify the Seller that the continuation of a book-entry system is not in the best interests of such Class of OwnersDepository, the ~~Class A~~ Offered Certificates ~~or any Class, as applicable,~~ shall no longer be restricted to being registered in the Register in the name of Cede & Co. (or a successor nominee) as nominee of the ~~Depository. At that time~~Depository or (iii) after the occurrence of a Servicer Termination Event, the beneficial owners of each Class A of Offered Certificates representing Percentage Interests aggregating not less than 51% advises the Trustee and Depository through the Direct or Indirect Participants in writing that the continuation of a book-entry system through the Depository to the exclusion of definitive, fully registered certificates (the "Definitive Certificates") to Owners is no longer in the best interests of the Owners. In the case of (i) and (ii) above, the Depositor may determine that the Offered Certificates shall be registered in the name of and deposited with a successor depository operating a global book-entry system, as may be acceptable to the ~~Seller~~Depositor and at the Depositor's expense, or such depository's agent or designee but, if the ~~Seller~~ Depositor does not select such alternative global book-entry ~~system~~system and in the case of (iii) above, then the ~~Trustee shall notify the Owners of the Class A Certificates in writing of the termination of the book-entry system and the Class A~~ Offered Certificates may be registered in whatever name or names registered Owners of ~~Class A~~ Offered Certificates transferring ~~Class A~~ Offered Certificates shall designate, in accordance with the provisions hereof. (i) Notwithstanding any other provision of this Agreement to the contrary, so long as any ~~Class A~~ Offered Certificate is registered in the name of Cede & Co., as nominee of the Depository, all distributions of principal or interest on such ~~Class A~~ Offered Certificates and all notices with respect to such ~~Class A~~ Offered Certificates shall be made and given, respectively, in the manner provided in the Representation Letter.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Asset Backed Sec Corp Home Equity Loan Tr 1999-Lb1)

Registration and Transfer of Certificates. (a) The Trustee shall cause to be kept a register (the "Register") in which, subject to such reasonable regulations as it may prescribe, the Trustee shall provide for the registration of Certificates and the registration of transfer of Certificates. The Trustee is hereby initially appointed Registrar for the purpose of registering Certificates and transfers of Certificates as herein provided. The Certificate Insurer, the Owners and the Trustee shall have the right to inspect the Register during the Trustee's normal hours and to obtain copies thereof, and the Trustee shall have the right to rely upon a certificate executed on behalf of the Registrar by an Authorized Officer thereof as to the names and addresses of the Owners of the Certificates and the principal amounts and numbers of such Certificates. If a Person other than the Trustee is appointed as Registrar by the Owners of a majority of the aggregate Voting Rights represented by the Certificates then Outstanding with the consent of the Certificate Insurer, such Owners shall give the Trustee, the Certificate Insurer and the Owners prompt written notice of the appointment of such Registrar and of the location, and any change in the location, of the Register. In connection with any such appointment the reasonable fees of the Registrar shall be paid, as expenses of the Trust, pursuant to Section 7.06 hereof. (b) Subject to the provisions of Section ~~5.8 hereof with respect to the Unregistered Certificates~~5.08 hereof, upon surrender for registration of transfer of any Certificate at the office designated as the location of the Register, upon the direction of the Registrar, the Trustee shall ~~execute and~~ execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of a like Class and in the aggregate outstanding principal amount or ~~notional amount~~ Percentage Interest of the Certificate so surrendered. (c) At the option of any Owner, Certificates of any Class owned by such Owner may be exchanged for other Certificates authorized of like ~~Class,~~ Class and tenor and a like aggregate ~~original~~ outstanding principal amount or ~~notional amount~~ Percentage Interest and bearing numbers not contemporaneously outstanding, upon surrender of the Certificates to be exchanged at the office designated as the location of the Register. Whenever any Certificate is so surrendered for exchange, upon the direction of the Registrar, the Trustee shall ~~execute and~~ execute, authenticate and deliver the Certificate or Certificates which the Owner making the exchange is entitled to receive. (d) All Certificates issued upon any registration of transfer or exchange of Certificates shall be valid evidence of the same ownership interests in the Trust and entitled to the same benefits under this Agreement as the Certificates surrendered upon such registration of transfer or exchange. (e) Every Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the ~~Trustee~~ Registrar duly executed by the Owner thereof or his attorney duly authorized in writing. (f) No service charge shall be made to an Owner for any registration of transfer or exchange of Certificates, but the Registrar or Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Certificates; any other expenses in connection with such transfer or exchange shall be an expense of the Trust. (g) It is intended that the Class A Certificates be registered so as to participate in a global book-entry system with the Depository, as set forth herein. Each Class of Class A Certificates ~~shall~~ shall, except as otherwise provided in Subsection (h), be initially issued in the form of a single fully registered Class A Certificate of ~~the related Class with a denomination equal to the original principal balance of the related~~ such Class. Upon initial issuance, the ownership of each such Class A ~~Certificates~~ Certificate shall be registered in the Register in the name of Cede & Co., or any successor thereto, as nominee for the Depository. ~~The minimum denominations~~ On the Startup Day, the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-6, Class A-7 and Class A-8 Certificates shall be issued in denominations of $1,000 ~~for any Class A Certificate,~~ and integral multiples of $~~100,000 for any Class B Certificate, and 10% Percentage Interest for any Residual Certificate~~1 in excess thereof. The ~~Seller~~ Depositor and the Trustee are hereby authorized to execute and deliver the Representation Letter with the ~~Depository~~Depository in the form provided to the Trustee by the Depositor. With respect to the Class A Certificates registered in the Register in the name of Cede & Co., as nominee of the Depository, the Depositor, the Servicer, the Seller, the ~~Master Servicer, the Transferor~~ Certificate Insurer and the Trustee shall have no responsibility or obligation to ~~the Depository's "~~Direct ~~Participants"~~ or "Indirect ~~Participants"~~ Participants or beneficial owners for which the Depository holds Class A Certificates from time to time as a Depository. Without limiting the immediately preceding sentence, the Depositor, the Servicer, the Seller, the ~~Master Servicer, the Transferor~~ Certificate Insurer and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Class A Certificates, (ii) the delivery to any Direct or Indirect Participant or any other Person, other than a registered Owner of a Class A Certificate as shown in the Register, of any notice with respect to the Class A Certificates or (iii) the payment ~~to, or withholding with respect to,~~ to any Direct or Indirect Participant or any other Person, other than a registered Owner of a Class A Certificate as shown in the Register, of any amount with respect to any distribution of principal or interest on the Class A Certificates. No Person other than a registered Owner of a Class A Certificate as shown in the Register shall receive a certificate evidencing such Class A Certificate. The Certificate Issuer shall have no responsibility for or obligation with respect to the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Class A Certificates. Upon delivery by the Depository to the Trustee of written notice to the effect that the Depository has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions hereof with respect to the payment of interest by the mailing of checks or drafts to the registered Owners of Class A Certificates appearing as registered Owners in the registration books maintained by the Trustee at the close of business on a Record Date, the name "Cede & Co." in this Agreement shall refer to such new nominee of the Depository. (h) In the event that (i) the Depository or the ~~Seller~~ Depositor advises the Trustee in writing that the Depository is no longer willing or able to discharge properly its responsibilities as nominee and depository with respect to the Class A Certificates and the Seller or the Trustee is unable to locate a qualified ~~successor,~~ successor or (ii) the ~~Seller~~ Depositor at its sole option elects to terminate the book-entry system through the Depository or (iii) after an Event of Default, Owners of Certificates evidencing at least 51% Percentage Interests of any Class affected thereby notify the Seller that the continuation of a book-entry system is not in the best interests of such Class of OwnersDepository, the Class A Certificates ~~or any Class, as applicable,~~ shall no longer be restricted to being registered in the Register in the name of Cede & Co. (or a successor nominee) as nominee of the ~~Depository~~Depository or (iii) after the occurrence of a Servicer Termination Event, the beneficial owners of each Class of Class A Certificates representing Percentage Interests aggregating not less than 51% advises the Trustee and Depository through the Direct or Indirect Participants in writing that the continuation of a book-entry system through the Depository to the exclusion of definitive, fully registered certificates (the "Definitive Certificates") to Owners is no longer in the best interests of the Owners. At In the case of (i) and (ii) above, the Seller may determine that ~~time,~~ the Class A Certificates shall be registered in the name of and deposited with a successor depository operating a global book-entry system, as may be acceptable to the Seller and at the Seller's expense, or such depository's agent or designee but, if the Seller does not select such alternative global book-entry ~~system~~system and in the case of (iii) above, then ~~the Trustee shall notify the Owners of the Class A Certificates in writing of the termination of the book-entry system and~~ the Class A Certificates may be registered in whatever name or names registered Owners of Class A Certificates transferring Class A Certificates shall designate, in accordance with the provisions hereof. (i) Notwithstanding any other provision of this Agreement to the contrary, so long as any Class A Certificate is registered in the name of Cede & Co., as nominee of the Depository, all distributions of principal or interest on such Class A Certificates and all notices with respect to such Class A Certificates shall be made and given, respectively, in the manner provided in the Representation Letter.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Centex Home Equity Loan Trust 1999-2)

Registration and Transfer of Certificates. (a) The Trustee shall cause to be kept a register (the "Register") in which, subject to such reasonable regulations as it may prescribe, the Trustee shall provide for the registration of Certificates and the registration of transfer of Certificates. The Trustee is hereby initially appointed Registrar for the purpose of registering Certificates and transfers of Certificates as herein provided. The Certificate Insurer, the Owners and the Trustee shall have the right to inspect the Register during the Trustee's normal hours and to obtain copies thereof, and the Trustee shall have the right to rely upon a certificate executed on behalf of the Registrar by an Authorized Officer thereof as to the names and addresses of the Owners of the Certificates and the principal amounts and numbers of such Certificates. If a Person other than the Trustee is appointed as Registrar by the Owners of a majority of the aggregate Percentage Interests represented by the Class A Certificates then Outstanding with the consent of the Certificate Insurer, or if there are no longer any Class A Certificates then outstanding, by such majority of the Percentage Interests represented by the Class R Certificates, the Trustee will give the Certificate Insurer and the Owners prompt written notice of the appointment of such Registrar and of the location, and any change in the location, of the Register. In connection with any such appointment the annual fees of the bank then serving as Trustee and Registrar shall thenceforth be reduced by the amount to be agreed upon by the Trustee and the Depositor at such time and the reasonable fees of the Registrar shall be paid, as expenses of the Trust, pursuant to Section 7.05 hereof. (b) Subject to the provisions of Section ~~5.8 hereof with respect to the Unregistered Certificates~~5.08 hereof, upon surrender for registration of transfer of any Certificate at the office designated as the location of the Register, upon the direction of the Registrar the Depositor shall execute and the Trustee shall ~~execute and~~ authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of a like Class and in the aggregate principal amount or ~~notional amount~~ percentage interest of the Certificate so surrendered. (c) At the option of any Owner, Certificates of any Class owned by such Owner may be exchanged for other Certificates authorized of like ~~Class,~~ Class and tenor and a like aggregate original principal amount or ~~notional amount~~ percentage interest and bearing numbers not contemporaneously outstanding, upon surrender of the Certificates to be exchanged at the office designated as the location of the Register. Whenever any Certificate is so surrendered for exchange, upon the direction of the Registrar, the Depositor and the Trustee shall ~~execute and~~ execute, authenticate and deliver the Certificate or Certificates which the Owner making the exchange is entitled to receive. (d) All Certificates issued upon any registration of transfer or exchange of Certificates shall be valid evidence of the same ownership interests in the Trust and entitled to the same benefits under this Agreement as the Certificates surrendered upon such registration of transfer or exchange. (e) Every Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the ~~Trustee~~ Registrar duly executed by the Owner thereof or his attorney duly authorized in writing. (f) No service charge shall be made to an Owner for any registration of transfer or exchange of Certificates, but the Registrar or Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Certificates; any other expenses in connection with such transfer or exchange shall be an expense of the Trust. (g) It is intended that the Class A Certificates be registered so as to participate in a global book-entry system with the Depository, as set forth herein. Each Class of Class A Certificates ~~shall~~ shall, except as otherwise provided in Subsection (h), be initially issued in the form of a single fully registered Class A Certificate of ~~the related Class with a denomination equal to the original principal balance of the related~~ such Class. Upon initial issuance, the ownership of each such Class A ~~Certificates~~ Certificate shall be registered in the Register in the name of Cede & Co., or any successor thereto, as nominee for the Depository. ~~The minimum denominations~~ On the Startup Day, the Class A Certificates (other than the Class A-IO Certificates) shall be issued in denominations of no less than $1,000 ~~for any~~ and integral multiples thereof. On the Startup Day, the Class ~~A Certificate,~~ A-IO Certificates shall be issued in denominations of no less than $~~100,000 for any~~ 1,000 (based on the related Class ~~B Certificate,~~ A-11IO or Class A-12IO Notional Principal Amount thereof) and ~~10% Percentage Interest for any Residual Certificate~~integral multiple thereof. The ~~Seller~~ Depositor and the Trustee are hereby authorized to execute and deliver the Representation Letter with the Depository. With respect to the Class A Certificates registered in the Register in the name of Cede & Co., as nominee of the Depository, the ~~Seller~~Depositor, the ~~Master~~ Servicer, the ~~Transferor~~ Sellers, the Certificate Insurer and the Trustee shall have no responsibility or obligation to ~~the Depository's "~~Direct ~~Participants"~~ or "Indirect ~~Participants"~~ Participants or beneficial owners for which the Depository holds Class A Certificates from time to time as a Depository. Without limiting the immediately preceding sentence, the ~~Seller~~Depositor, the ~~Master~~ Servicer, the ~~Transferor~~ Sellers, the Certificate Insurer and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Class A Certificates, (ii) the delivery to any Direct or Indirect Participant or any other Person, other than a registered Owner of a Class A Certificate as shown in the Register, of any notice with respect to the Class A Certificates or (iii) the payment ~~to, or withholding with respect to,~~ to any Direct or Indirect Participant or any other Person, other than a registered Owner of a Class A Certificate as shown in the Register, of any amount with respect to any distribution of principal or interest on the Class A Certificates. No Person other than a registered Owner of a Class A Certificate as shown in the Register shall receive a certificate evidencing such Class A Certificate. The Certificate Issuer shall have no responsibility for or obligation with respect to the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Class A Certificates. Upon delivery by the Depository to the Trustee of written notice to the effect that the Depository has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions hereof with respect to the payment of interest by the mailing of checks or drafts to the registered Owners of Class A Certificates appearing as registered Owners in the registration books maintained by the Trustee at the close of business on a Record Date, the name "Cede & Co." in this Agreement shall refer to such new nominee of the Depository. (h) In the event that (i) the Depository or the ~~Seller~~ Depositor advises the Trustee in writing that the Depository is no longer willing or able to discharge properly its responsibilities as nominee and depository with respect to the Class A Certificates and the ~~Seller~~ Depositor or the Trustee is unable to locate a qualified ~~successor,~~ successor or (ii) the ~~Seller~~ Depositor at its sole option elects to terminate the book-entry system through the Depository or (iii) after an Event of Default, Owners of Certificates evidencing at least 51% Percentage Interests of any Class affected thereby notify the Seller that the continuation of a book-entry system is not in the best interests of such Class of OwnersDepository, the Class A Certificates ~~or any Class, as applicable,~~ shall no longer be restricted to being registered in the Register in the name of Cede & Co. (or a successor nominee) as nominee of the Depository. At that time, the Depositor may determine that the Class A Certificates shall be registered in the name of and deposited with a successor depository operating a global book-entry system, as may be acceptable to the ~~Seller~~Depositor and at the Depositor's expense, or such depository's agent or designee but, if the ~~Seller~~ Depositor does not select such alternative global book-entry system, then ~~the Trustee shall notify the Owners of the Class A Certificates in writing of the termination of the book-entry system and~~ the Class A Certificates may be registered in whatever name or names registered Owners of Class A Certificates transferring Class A Certificates shall designate, in accordance with the provisions hereof. (i) Notwithstanding any other provision of this Agreement to the contrary, so long as any Class A Certificate is registered in the name of Cede & Co., as nominee of the Depository, all distributions of principal or interest on such Class A Certificates and all notices with respect to such Class A Certificates shall be made and given, respectively, in the manner provided in the Representation Letter.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Contimortgage Home Equity Loan Trust 1996-4)

Registration and Transfer of Certificates. (a) The Trustee shall cause to be kept a register (the "Register") in which, subject to such reasonable regulations as it may prescribe, the Trustee shall provide for the registration of Certificates and the registration of transfer of Certificates. The Trustee is hereby initially appointed Registrar for the purpose of registering Certificates and transfers of Certificates as herein provided. The Owners and the Trustee shall have the right to inspect the Register during the Trustee's normal hours and to obtain copies thereof, and the Trustee shall have the right to rely upon a certificate executed on behalf of the Registrar by an Authorized Officer thereof as to the names and addresses of the Owners of the Certificates and the principal amounts and numbers of such Certificates. If a Person other than the Trustee is appointed as Registrar by the Owners of a majority of the aggregate Percentage Interests represented by the Offered Certificates then Outstanding, or if there are no longer any Offered Certificates then Outstanding, by such majority of the Percentage Interests represented by the Class R Certificates, the Trustee will give the Owners prompt written notice of the appointment of such Registrar and of the location, and any change in the location, of the Register. In connection with any such appointment the annual fees of the bank then serving as Trustee and Registrar shall thenceforth be reduced by the amount to be agreed upon by the Trustee and the Depositor at such time and the reasonable fees of the Registrar shall be paid, as expenses of the Trust, pursuant to Section 7.05 hereof. (b) Subject to the provisions of Section ~~5.8 hereof with respect to the Unregistered Certificates~~5.08 hereof, upon surrender for registration of transfer of any Certificate at the office designated as the location of the Register, upon the direction of the Registrar the Depositor shall execute and the Trustee shall ~~execute and~~ authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of a like Class and in the aggregate principal amount or ~~notional amount~~ percentage interest of the Certificate so surrendered. (c) At the option of any Owner, Certificates of any Class owned by such Owner may be exchanged for other Certificates authorized of like ~~Class,~~ Class and tenor and a like aggregate original principal amount or ~~notional amount~~ percentage interest and bearing numbers not contemporaneously outstanding, upon surrender of the Certificates to be exchanged at the office designated as the location of the Register. Whenever any Certificate is so surrendered for exchange, upon the direction of the Registrar, the Depositor and the Trustee shall ~~execute and~~ execute, authenticate and deliver the Certificate or Certificates which the Owner making the exchange is entitled to receive. (d) All Certificates issued upon any registration of transfer or exchange of Certificates shall be valid evidence of the same ownership interests in the Trust and entitled to the same benefits under this Agreement as the Certificates surrendered upon such registration of transfer or exchange. (e) Every Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the ~~Trustee~~ Registrar duly executed by the Owner thereof or his attorney duly authorized in writing. (f) No service charge shall be made to an Owner for any registration of transfer or exchange of Certificates, but the Registrar or Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Certificates; any other expenses in connection with such transfer or exchange shall be an expense of the Trust. (g) It is intended that the ~~Class A~~ Offered Certificates be registered so as to participate in a global book-entry system with the Depository, as set forth herein. Each Class of ~~Class A~~ Offered Certificates ~~shall~~ shall, except as otherwise provided in Subsection (h), be initially issued in the form of a single fully registered ~~Class A~~ Certificate of ~~the related Class with a denomination equal to the original principal balance of the related~~ such Class. Upon initial issuance, the ownership of each such ~~Class A Certificates~~ Certificate shall be registered in the Register in the name of Cede & Co., or any successor thereto, as nominee for the Depository. ~~The minimum denominations~~ On the Startup Day, the Offered Certificates (other than the Class A-10IO Certificates) shall be issued in denominations of no less than $1,000 ~~for any~~ and integral multiples thereof. On the Startup Day, the Class ~~A Certificate,~~ A-10IO Certificates shall be issued in denominations of no less than $~~100,000 for any~~ 1,000 (based on the Class ~~B Certificate,~~ ▇- ▇▇▇▇ Notional Principal Amount thereof) and ~~10% Percentage Interest for any Residual Certificate~~integral multiple thereof. The ~~Seller~~ Depositor and the Trustee are hereby authorized to execute and deliver the Representation Letter with the Depository. With respect to ~~Class A~~ the Offered Certificates registered in the Register in the name of Cede & Co., as nominee of the Depository, the ~~Seller~~Depositor, the ~~Master~~ Servicer, the ~~Transferor~~ Sellers and the Trustee shall have no responsibility or obligation to ~~the Depository's "~~Direct ~~Participants"~~ or "Indirect ~~Participants"~~ Participants or beneficial owners for which the Depository holds ~~Class A~~ Offered Certificates from time to time as a Depository. Without limiting the immediately preceding sentence, the ~~Seller~~Depositor, the ~~Master~~ Servicer, the ~~Transferor~~ Sellers and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the ~~Class A~~ Offered Certificates, (ii) the delivery to any Direct or Indirect Participant or any other Person, other than a registered Owner of a ~~Class A~~ Offered Certificate as shown in the Register, of any notice with respect to the ~~Class A~~ Offered Certificates or (iii) the payment ~~to, or withholding with respect to,~~ to any Direct or Indirect Participant or any other Person, other than a registered Owner of a ~~Class A~~ Offered Certificate as shown in the Register, of any amount with respect to any distribution of principal or interest on the ~~Class A~~ Offered Certificates. No Person other than a registered Owner of a ~~Class A~~ Offered Certificate as shown in the Register shall receive a certificate evidencing such ~~Class A~~ Offered Certificate. The Certificate Issuer shall have no responsibility for or obligation with respect to the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Class A Certificates. Upon delivery by the Depository to the Trustee of written notice to the effect that the Depository has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions hereof with respect to the payment of interest by the mailing of checks or drafts to the registered Owners of ~~Class A~~ Offered Certificates appearing as registered Owners in the registration books maintained by the Trustee at the close of business on a Record Date, the name "Cede & Co." in this Agreement shall refer to such new nominee of the Depository. (h) In the event that (i) the Depository or the ~~Seller~~ Depositor advises the Trustee in writing that the Depository is no longer willing or able to discharge properly its responsibilities as nominee and depository with respect to the ~~Class A~~ Offered Certificates and the ~~Seller~~ Depositor or the Trustee is unable to locate a qualified ~~successor,~~ successor or (ii) the ~~Seller~~ Depositor at its sole option elects to terminate the book-entry system through the Depository or (iii) after an Event of Default, Owners of Certificates evidencing at least 51% Percentage Interests of any Class affected thereby notify the Seller that the continuation of a book-entry system is not in the best interests of such Class of OwnersDepository, the ~~Class A~~ Offered Certificates ~~or any Class, as applicable,~~ shall no longer be restricted to being registered in the Register in the name of Cede & Co. (or a successor nominee) as nominee of the Depository. At that time, the ~~Class A~~ Depositor may determine that the Offered Certificates shall be registered in the name of and deposited with a successor depository operating a global book-entry system, as may be acceptable to the ~~Seller~~Depositor and at the Depositor's expense, or such depository's agent or designee but, if the ~~Seller~~ Depositor does not select such alternative global book-entry system, then the ~~Trustee shall notify the Owners of the Class A Certificates in writing of the termination of the book-entry system and the Class A~~ Offered Certificates may be registered in whatever name or names registered Owners of ~~Class A~~ Offered Certificates transferring ~~Class A~~ the Offered Certificates shall designate, in accordance with the provisions hereof. (i) Notwithstanding any other provision of this Agreement to the contrary, so long as any ~~Class A Certificate~~ Offered Certificates is registered in the name of Cede & Co., as nominee of the Depository, all distributions of principal or interest on such ~~Class A~~ Offered Certificates and all notices with respect to such ~~Class A~~ Offered Certificates shall be made and given, respectively, in the manner provided in the Representation Letter.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Contimortgage Home Equity Loan Trust 1997-1)

Registration and Transfer of Certificates. (a) The ~~Trustee~~ Trustee, as registrar, shall cause to be kept a register (the "Register") in which, subject to such reasonable regulations as it may prescribe, the Trustee shall provide for the registration of Certificates and the registration of transfer of Certificates. The Trustee is hereby appointed registrar for the purpose of registering Certificates and transfers of Certificates as herein provided. The Owners shall have the right to inspect the Register at all reasonable times and to obtain copies thereof. (b) Subject to the provisions of Section 5.8 ~~hereof with respect to the Unregistered Certificates~~hereof, upon surrender for registration of transfer of any Certificate at the office designated as the location of the Register, the Trustee shall ~~execute and~~ execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of a like Class and in the aggregate principal ~~or notional~~ amount of the Certificate so surrendered. (c) At the option of any Owner, Certificates of any Class owned by such Owner may be exchanged for other Certificates authorized of like Class, tenor and a like aggregate original principal ~~or notional~~ amount and bearing numbers not contemporaneously outstanding, upon surrender of the Certificates to be exchanged at the office designated as the location of the Register. Whenever any Certificate is so surrendered for exchange, the Trustee shall ~~execute and~~ execute, authenticate and deliver the Certificate or Certificates which the Owner making the exchange is entitled to receive. (d) All Certificates issued upon any registration of transfer or exchange of Certificates shall be valid evidence of the same ownership interests in the Trust and entitled to the same benefits under this Agreement as the Certificates surrendered upon such registration of transfer or exchange. (e) Every Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee duly executed by the Owner thereof or his attorney duly authorized in writing. (f) No service charge shall be made to an Owner for any registration of transfer or exchange of Certificates, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Certificates; any other expenses in connection with such transfer or exchange shall be an expense of the Trust. (g) It is intended that the ~~Class A~~ Offered Certificates be registered so as to participate in a global book-entry system with the Depository, as set forth herein. Each Class of ~~Class A~~ Offered Certificates ~~shall~~ shall, except as otherwise provided in the next paragraph, be initially issued in the form of a single fully registered ~~Class A~~ Offered Certificate ~~of the related Class~~ with a denomination equal to the ~~original principal balance of the related Class~~Original Aggregate Loan Balance. Upon initial issuance, the ownership of each such ~~Class A Certificates~~ Offered Certificate shall be registered in the Register in the name of Cede & Co., or any successor thereto, as nominee for the Depository. The ~~minimum denominations shall be $1,000 for any Class A Certificate, $100,000 for any Class B Certificate, and 10% Percentage Interest for any Residual Certificate. The Seller~~ Sponsor and the Trustee are hereby authorized to execute and deliver the Representation Letter with the Depository. With respect to ~~Class A~~ Offered Certificates registered in the Register in the name of Cede & Co., as nominee of the Depository, the ~~Seller~~Sponsor, the Master ~~Servicer, the Transferor~~ Servicer and the Trustee shall have no responsibility or obligation to ~~the Depository's "~~Direct ~~Participants"~~ or "Indirect ~~Participants"~~ Participants or beneficial owners for which the Depository holds ~~Class A~~ Offered Certificates from time to time as a Depository. Without limiting the immediately preceding sentence, the ~~Seller~~Sponsor, the Master ~~Servicer, the Transferor~~ Servicer and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the ~~Class A~~ Offered Certificates, (ii) the delivery to any Direct or Indirect Participant or any other Person, other than a registered Owner of a ~~Class A~~ Offered Certificate as shown in the Register, of any notice with respect to the ~~Class A~~ Offered Certificates or (iii) the payment ~~to, or withholding with respect to,~~ to any Direct or Indirect Participant or any other Person, other than a registered Owner of a ~~Class A~~ Offered Certificate as shown in the Register, of any amount with respect to any distribution of principal or interest on the ~~Class A~~ Offered Certificates. No Person other than a registered Owner of a ~~Class A~~ Offered Certificate as shown in the Register shall receive a certificate evidencing such ~~Class A~~ Offered Certificate. The Certificate Issuer shall have no responsibility for or obligation with respect to the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Class A Certificates. Upon delivery by the Depository to the Trustee of written notice to the effect that the Depository has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions hereof with respect to the payment of interest by the mailing of checks or drafts to the registered Owners of ~~Class A~~ Offered Certificates appearing as registered Owners in the registration books maintained by the Trustee at the close of business on a Record Date, the name "Cede & Co." in this Agreement shall refer to such new nominee of the Depository. (h) In the event that (i) the Depository or the ~~Seller~~ Sponsor advises the Trustee in writing that the Depository is no longer willing or able to discharge properly its responsibilities as nominee and depository with respect to the ~~Class A~~ Offered Certificates and the ~~Seller~~ Sponsor or the Trustee is unable to locate a qualified ~~successor,~~ successor or (ii) the ~~Seller~~ Sponsor at its sole option elects to terminate the book-entry system through the Depository or (iii) after an Event of Default, Owners of Certificates evidencing at least 51% Percentage Interests of any Class affected thereby notify the Seller that the continuation of a book-entry system is not in the best interests of such Class of OwnersDepository, the ~~Class A~~ Offered Certificates ~~or any Class, as applicable,~~ shall no longer be restricted to being registered in the Register in the name of Cede & Co. (or a successor nominee) as nominee of the Depository. At that time, the ~~Class A~~ Sponsor may determine that the Offered Certificates shall be registered in the name of and deposited with a successor depository operating a global book-entry system, as may be acceptable to the ~~Seller~~Sponsor, or such depository's agent or designee but, if the ~~Seller~~ Sponsor does not select such alternative global book-entry system, then the ~~Trustee shall notify the Owners of the Class A Certificates in writing of the termination of the book-entry system and the Class A~~ Offered Certificates may be registered in whatever name or names registered Owners of ~~Class A~~ Offered Certificates transferring ~~Class A~~ Offered Certificates shall designate, in accordance with the provisions hereof; provided, that the cost of any such re-registration shall be paid by the Sponsor. (i) Notwithstanding any other provision of this Agreement to the contrary, so long as any ~~Class A~~ Offered Certificate is registered in the name of Cede & Co., as nominee of the Depository, all distributions of principal or interest on such ~~Class A~~ Offered Certificates as the case may be and all notices with respect to such ~~Class A~~ Offered Certificates as the case may be shall be made and given, respectively, in the manner provided in the Representation Letter. (j) Neither the Sponsor, the Master Servicer nor the Trustee will have any liability for any actions taken by DTC or its nominee, Euroclear or CEDEL, including, without limitation, actions for any aspect of the records relating to or payments made on account of beneficial ownership interests in the Offered Certificates held by Euroclear, CEDEL or Cede & Co., as nominee for DTC, or for maintaining supervising or reviewing any records relating to such beneficial ownership interests.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Advanta Mortgage Loan Trust 1997-1)

Registration and Transfer of Certificates. (a) The Trustee shall cause to be kept a register (the "Register") in which, subject to such reasonable regulations as it may prescribe, the Trustee shall provide for the registration of Certificates and the registration of transfer of Certificates. The Trustee is hereby initially appointed Registrar for the purpose of registering Certificates and transfers of Certificates as herein provided. The Certificate Insurer, the Owners and the Trustee shall have the right to inspect the Register during the Trustee's normal hours and to obtain copies thereof, and the Trustee shall have the right to rely upon a certificate executed on behalf of the Registrar by an Authorized Officer thereof as to the names and addresses of the Owners of the Certificates and the principal amounts and numbers of such Certificates. If a Person other than the Trustee is appointed as Registrar by the Owners of a majority of the aggregate Percentage Interests represented by the Class A Certificates then Outstanding with the consent of the Certificate Insurer or if there are no longer any Class A Certificates then outstanding, by such majority of the Percentage Interests represented by the Class R Certificates, such Owners shall give the Trustee, the Certificate Insurer and the Owners prompt written notice of the appointment of such Registrar and of the location, and any change in the location, of the Register. In connection with any such appointment the reasonable fees of the Registrar shall be paid, as expenses of the Trust, pursuant to Section 7.06 hereof. (b) Subject to the provisions of Section ~~5.8 hereof with respect to the Unregistered Certificates~~5.08 hereof, upon surrender for registration of transfer of any Certificate at the office designated as the location of the Register, upon the direction of the Registrar, the Trustee shall ~~execute and~~ execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of a like Class and in the aggregate outstanding principal amount or ~~notional amount~~ Percentage Interest of the Certificate so surrendered. (c) At the option of any Owner, Certificates of any Class owned by such Owner may be exchanged for other Certificates authorized of like ~~Class,~~ Class and tenor and a like aggregate ~~original~~ outstanding principal amount or ~~notional amount~~ Percentage Interest and bearing numbers not contemporaneously outstanding, upon surrender of the Certificates to be exchanged at the office designated as the location of the Register. Whenever any Certificate is so surrendered for exchange, upon the direction of the Registrar, the Trustee shall ~~execute and~~ execute, authenticate and deliver the Certificate or Certificates which the Owner making the exchange is entitled to receive. (d) All Certificates issued upon any registration of transfer or exchange of Certificates shall be valid evidence of the same ownership interests in the Trust and entitled to the same benefits under this Agreement as the Certificates surrendered upon such registration of transfer or exchange. (e) Every Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee duly executed by the Owner thereof or his attorney duly authorized in writing. (f) No service charge shall be made to an Owner for any registration of transfer or exchange of Certificates, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Certificates; any other expenses in connection with such transfer or exchange shall be an expense of the Trust. (g) It is intended that the Class A Certificates be registered so as to participate in a global book-entry system with the Depository, as set forth herein. Each Class of Class A Certificates shall be initially issued in the form of a single fully registered Class A Certificate of the related Class with a denomination equal to the original principal balance of the related Class. Upon initial issuance, the ownership of such Class A Certificates shall be registered in the Register in the name of Cede & Co., or any successor thereto, as nominee for the Depository. The minimum denominations shall be $1,000 for any Class A Certificate, $100,000 for any Class B Certificate, and 10% Percentage Interest for any Residual Certificate. The Seller and the Trustee are hereby authorized to execute and deliver the Representation Letter with the Depository. With respect to Class A Certificates registered in the Register in the name of Cede & Co., as nominee of the Depository, the Seller, the Master Servicer, the Transferor and the Trustee shall have no responsibility or obligation to the Depository's "Direct Participants" or "Indirect Participants" or beneficial owners for which the Depository holds Class A Certificates from time to time as a Depository. Without limiting the immediately preceding sentence, the Seller, the Master Servicer, the Transferor and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Class A Certificates, (ii) the delivery to any Direct or Indirect Participant or any other Person, other than a registered Owner of a Class A Certificate as shown in the Register, of any notice with respect to the Class A Certificates or (iii) the payment to, or withholding with respect to, any Direct or Indirect Participant or any other Person, other than a registered Owner of a Class A Certificate as shown in the Register, of any amount with respect to any distribution of principal or interest on the Class A Certificates. No Person other than a registered Owner of a Class A Certificate as shown in the Register shall receive a certificate evidencing such Class A Certificate. The Certificate Issuer shall have no responsibility for or obligation with respect to the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Class A Certificates. Upon delivery by the Depository to the Trustee of written notice to the effect that the Depository has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions hereof with respect to the payment of interest by the mailing of checks or drafts to the registered Owners of Class A Certificates appearing as registered Owners in the registration books maintained by the Trustee at the close of business on a Record Date, the name "Cede & Co." in this Agreement shall refer to such new nominee of the Depository. (h) In the event that (i) the Depository or the Seller advises the Trustee in writing that the Depository is no longer willing or able to discharge properly its responsibilities as nominee and depository with respect to the Class A Certificates and the Seller is unable to locate a qualified successor, (ii) the Seller at its sole option elects to terminate the book-entry system through the Depository or (iii) after an Event of Default, Owners of Certificates evidencing at least 51% Percentage Interests of any Class affected thereby notify the Seller that the continuation of a book-entry system is not in the best interests of such Class of Owners, the Class A Certificates or any Class, as applicable, shall no longer be restricted to being registered in the Register in the name of Cede & Co. (or a successor nominee) as nominee of the Depository. At that time, the Class A Certificates shall be registered in the name of and deposited with a successor depository operating a global book-entry system, as may be acceptable to the Seller, or such depository's agent or designee but, if the Seller does not select such alternative global book-entry system, then the Trustee shall notify the Owners of the Class A Certificates in writing of the termination of the book-entry system and the Class A Certificates may be registered in whatever name or names registered Owners of Class A Certificates transferring Class A Certificates shall designate, in accordance with the provisions hereof. (i) Notwithstanding any other provision of this Agreement to the contrary, so long as any Class A Certificate is registered in the name of Cede & Co., as nominee of the Depository, all distributions of principal or interest on such Class A Certificates and all notices with respect to such Class A Certificates shall be made and given, respectively, in the manner provided in the Representation Letter.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Chec Asset Receivables Corp)

Registration and Transfer of Certificates. (a) The Trustee shall cause to be kept a register (the "“Register"”) in which, subject to such reasonable regulations as it may prescribe, the Trustee shall provide for the registration of Certificates and the registration of transfer of Certificates. The Trustee is hereby initially appointed Registrar for the purpose of registering Certificates and transfers of Certificates as herein provided. The Depositor, the Owners and the Trustee shall have the right to inspect the Register upon reasonable notice during the Trustee’s normal hours and to obtain copies thereof, and the Trustee shall have the right to rely upon a certificate executed on behalf of the Registrar by an Authorized Officer thereof as to the names and addresses of the Owners of the Certificates and the principal amounts and numbers of such Certificates. If a Person other than the Trustee is appointed as Registrar by the Owners of a majority of the aggregate Voting Rights represented by the Certificates then Outstanding, such Owners shall give the Trustee and the Owners prompt written notice of the appointment of such Registrar and of the location, and any change in the location, of the Register. In connection with any such appointment the reasonable fees of the Registrar shall be paid, as expenses of the Trust, pursuant to Section 7.06 hereof. (b) Subject to the provisions of Section ~~5.8 hereof with respect to the Unregistered Certificates~~5.08 hereof, upon surrender for registration of transfer of any Certificate at the office designated as the location of the Register, upon the direction of the Registrar, the Trustee shall ~~execute and~~ execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of a like Class and in the aggregate outstanding principal amount or ~~notional amount~~ Percentage Interest of the Certificate so surrendered. However, in the case of the Class A IO Certificates, the Group I A IO Component and the Group III A IO Component may not be separately traded. (c) At the option of any Owner, Certificates of any Class owned by such Owner may be exchanged for other Certificates authorized of like ~~Class,~~ Class and tenor and a like aggregate ~~original~~ outstanding principal amount or ~~notional amount~~ Percentage Interest and bearing numbers not contemporaneously outstanding, upon surrender of the Certificates to be exchanged at the office designated as the location of the Register. Whenever any Certificate is so surrendered for exchange, upon the direction of the Registrar, the Trustee shall ~~execute and~~ execute, authenticate and deliver the Certificate or Certificates which the Owner making the exchange is entitled to receive. (d) All Certificates issued upon any registration of transfer or exchange of Certificates shall be valid evidence of the same ownership interests in the Trust and entitled to the same benefits under this Agreement as the Certificates surrendered upon such registration of transfer or exchange. (e) Every Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the ~~Trustee~~ Registrar duly executed by the Owner thereof or his attorney duly authorized in writing. (f) No service charge shall be made to an Owner for any registration of transfer or exchange of Certificates, but the Registrar or Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Certificates; any other expenses in connection with such transfer or exchange shall be an expense of the Trust. (g) It is intended that the ~~Class A~~ Offered Certificates be registered so as to participate in a global book-entry system with the Depository, as set forth herein. Each Class of ~~Class A~~ Offered Certificates ~~shall~~ shall, except as otherwise provided in Subsection (h), be initially issued in the form of a single fully registered ~~Class A~~ Offered Certificate of ~~the related Class with a denomination equal to the original principal balance of the related~~ such Class. Upon initial issuance, the ownership of each such ~~Class A Certificates~~ Offered Certificate shall be registered in the Register in the name of Cede & Co., or any successor thereto, as nominee for the Depository. ~~The minimum denominations~~ On the Startup Day, the Offered Certificates shall be issued in denominations of $25,000 and integral multiples of $1,000 ~~for any Class A Certificate, $100,000 for any Class B Certificate, and 10% Percentage Interest for any Residual Certificate~~in excess thereof. The ~~Seller~~ Depositor and the Trustee are hereby authorized to execute and deliver the Representation Letter with the ~~Depository~~Depository in the form provided to the Trustee by the Depositor. With respect to ~~Class A~~ the Offered Certificates registered in the Register in the name of Cede & Co., as nominee of the Depository, the ~~Seller~~Depositor, the ~~Master~~ Servicer, the ~~Transferor~~ Seller and the Trustee shall have no responsibility or obligation to ~~the Depository's "~~Direct ~~Participants"~~ or "Indirect ~~Participants"~~ Participants or beneficial owners for which the Depository holds ~~Class A~~ Offered Certificates from time to time as a Depository. Without limiting the immediately preceding sentence, the ~~Seller~~Depositor, the ~~Master~~ Servicer, the ~~Transferor~~ Sellers and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the ~~Class A~~ Offered Certificates, (ii) the delivery to any Direct or Indirect Participant or any other Person, other than a registered Owner of ~~a Class A~~ an Offered Certificate as shown in the Register, of any notice with respect to the ~~Class A~~ Offered Certificates or (iii) the payment ~~to, or withholding with respect to,~~ to any Direct or Indirect Participant or any other Person, other than a registered Owner of ~~a Class A~~ an Offered Certificate as shown in the Register, of any amount with respect to any distribution of principal or interest on the ~~Class A~~ Offered Certificates. No Person other than a registered Owner of ~~a Class A~~ an Offered Certificate as shown in the Register shall receive a certificate evidencing such ~~Class A~~ Offered Certificate. The Certificate Issuer shall have no responsibility for or obligation with respect to the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Class A Certificates. Upon delivery by the Depository to the Trustee of written notice to the effect that the Depository has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions hereof with respect to the payment of interest by the mailing of checks or drafts to the registered Owners of ~~Class A~~ Offered Certificates appearing as registered Owners in the registration books maintained by the Trustee at the close of business on a Record Date, the name "“Cede & Co." ” in this Agreement shall refer to such new nominee of the Depository. (h) In the event that (i) the Depository or the ~~Seller~~ Depositor advises the Trustee in writing that the Depository is no longer willing or able to discharge properly its responsibilities as nominee and depository with respect to the ~~Class A~~ Offered Certificates and either of CHEC or the ~~Seller~~ Trustee is unable to locate a qualified ~~successor,~~ successor or (ii) the ~~Seller~~ Depositor at its sole option elects to terminate the book-entry system through the Depository or (iii) after ~~an Event~~ the occurrence of ~~Default~~a Servicer Termination Event, ~~Owners~~ the beneficial owners of each Class of Offered Certificates ~~evidencing at least~~ representing Percentage Interests aggregating not less than 51% ~~Percentage Interests~~ of ~~any~~ such Class ~~affected thereby notify~~ advises the ~~Seller~~ Trustee and Depository through the Direct or Indirect Participants in writing that the continuation of a book-entry system through the Depository to the exclusion of definitive, fully registered certificates (the “Definitive Certificates”) to Owners is ~~not~~ no longer in the best interests of ~~such Class of~~ the Owners, the ~~Class A~~ Offered Certificates ~~or any Class, as applicable,~~ shall no longer be restricted to being registered in the Register in the name of Cede & Co. (or a successor nominee) as nominee of the Depository. At In the case of (i) and (ii) above, CHEC may determine that ~~time,~~ the ~~Class A~~ Offered Certificates shall be registered in the name of and deposited with a successor depository operating a global book-entry system, as may be acceptable to the ~~Seller~~CHEC and at the expense of CHEC, or such depository's ’s agent or designee but, if ~~the Seller~~ CHEC does not select such alternative global book-entry ~~system, then the Trustee shall notify the Owners of the Class A Certificates in writing of the termination of the book-entry~~ system and in the ~~Class A~~ case of (iii) above, the Offered Certificates may be registered in whatever name or names registered Owners of ~~Class A~~ Offered Certificates transferring ~~Class A~~ Offered Certificates shall designate, in accordance with the provisions hereof. (i) Notwithstanding any other provision of this Agreement to the contrary, so long as any ~~Class A~~ Offered Certificate is registered in the name of Cede & Co., as nominee of the Depository, all distributions of principal or interest on such ~~Class A~~ Offered Certificates and all notices with respect to such ~~Class A~~ Offered Certificates shall be made and given, respectively, in the manner provided in the Representation Letter.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Centex Home Equity Loan Trust 2004-C)

Registration and Transfer of Certificates. (a) The ~~Trustee~~ Trustee, as registrar, shall cause to be kept a register (the "Register") in which, subject to such reasonable regulations as it may prescribe, the Trustee shall provide for the registration of Certificates and the registration of transfer of Certificates. The Trustee is hereby appointed registrar for the purpose of registering Certificates and transfers of Certificates as herein provided. The Owners shall have the right to inspect the Register at all reasonable times and to obtain copies thereof. (b) Subject to the provisions of Section 5.8 ~~hereof with respect to the Unregistered Certificates~~hereof, upon surrender for registration of transfer of any Certificate at the office designated as the location of the Register, the Trustee shall ~~execute and~~ execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of a like Class and in the aggregate ~~principal or notional amount~~ Certificate Principal Balance of the Certificate so surrendered. (c) At the option of any Owner, Certificates of any Class owned by such Owner may be exchanged for other Certificates authorized of like Class, tenor and a like aggregate ~~original principal or notional amount~~ Certificate Principal Balance and bearing numbers not contemporaneously outstanding, upon surrender of the Certificates to be exchanged at the office designated as the location of the Register. Whenever any Certificate is so surrendered for exchange, the Trustee shall ~~execute and~~ execute, authenticate and deliver the Certificate or Certificates which the Owner making the exchange is entitled to receive. (d) All Certificates issued upon any registration of transfer or exchange of Certificates shall be valid evidence of the same ownership interests in the Trust and entitled to the same benefits under this Agreement as the Certificates surrendered upon such registration of transfer or exchange. (e) Every Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee duly executed by the Owner thereof or his attorney duly authorized in writing. (f) No service charge shall be made to an Owner for any registration of transfer or exchange of Certificates, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Certificates; any other expenses in connection with such transfer or exchange shall be an expense of the Trust. The Trustee shall not be liable for any expenses in connection with the issuance of Certificates pursuant to this Section 5.4. (g) It is intended that the Class A Certificates be registered so as to participate in a global book-entry system with the Depository, as set forth herein. Each Class of Class A Certificates ~~shall~~ shall, except as otherwise provided in the next paragraph, be initially issued in the form of a single fully registered Class A Certificate ~~of the related Class~~ with a denomination equal to the ~~original principal balance of the~~ related ~~Class~~Original Certificate Principal Balance. Upon initial issuance, the ownership of each such Class A ~~Certificates~~ Certificate shall be registered in the Register in the name of Cede & Co., or any successor thereto, as nominee for the Depository. The minimum denominations shall be $1,000 for any Class A ~~Certificate, $100,000 for any~~ Certificate or Class B Certificate, and 10% Percentage Interest for any Class C Certificate or Residual Certificate. The Unaffiliated Seller and the Trustee are hereby authorized to execute and deliver the Representation Letter with the Depository. With respect to Class A Certificates registered in the Register in the name of Cede & Co., as nominee of the Depository, the Unaffiliated Seller, the ~~Master~~ Servicer, the ~~Transferor~~ Certificate Insurer and the Trustee shall have no responsibility or obligation to ~~the Depository's "~~Direct ~~Participants"~~ or "Indirect ~~Participants"~~ Participants or beneficial owners for which the Depository holds Class A Certificates from time to time as a Depository. Without limiting the immediately preceding sentence, the Unaffiliated Seller, the ~~Master~~ Servicer, the ~~Transferor~~ Certificate Insurer and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Class A Certificates, (ii) the delivery to any Direct or Indirect Participant or any other Person, other than a registered Owner of a Class A Certificate as shown in the Register, of any notice with respect to the Class A Certificates or (iii) the payment ~~to, or withholding with respect to,~~ to any Direct or Indirect Participant or any other Person, other than a registered Owner of a Class A Certificate as shown in the Register, of any amount with respect to any distribution of principal or interest on the Class A Certificates. No Person other than a registered Owner of a Class A Certificate as shown in the Register shall receive a certificate evidencing such Class A Certificate. The Certificate Issuer shall have no responsibility for or obligation with respect to the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Class A Certificates. Upon delivery by the Depository to the Trustee of written notice to the effect that the Depository has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions hereof with respect to the payment of interest by the mailing of checks or drafts to the registered Owners of Class A Certificates appearing as registered Owners in the registration books maintained by the Trustee at the close of business on a Record Date, the name "Cede & Co." in this Agreement shall refer to such new nominee of the Depository. (h) In the event that (i) the Depository or the Unaffiliated Seller advises the Trustee in writing that the Depository is no longer willing or able to discharge properly its responsibilities as nominee and depository with respect to the Class A Certificates and the Unaffiliated Seller is unable to locate a qualified ~~successor,~~ successor or (ii) the Unaffiliated Seller at its sole option elects to terminate the book-entry system through the Depository or (iii) after an Event of Default, Owners of Certificates evidencing at least 51% Percentage Interests of any Class affected thereby notify the Seller that the continuation of a book-entry system is not in the best interests of such Class of OwnersDepository, the Class A Certificates ~~or any Class, as applicable,~~ shall no longer be restricted to being registered in the Register in the name of Cede & Co. (or a successor nominee) as nominee of the Depository. At that time, the Unaffiliated Seller may determine that the Class A Certificates shall be registered in the name of and deposited with a successor depository operating a global book-entry system, as may be acceptable to the Unaffiliated Seller, or such depository's agent or designee but, if the Unaffiliated Seller does not select such alternative global book-entry system, then ~~the Trustee shall notify the Owners of the Class A Certificates in writing of the termination of the book-entry system and~~ the Class A Certificates may be registered in whatever name or names registered Owners of Class A Certificates transferring Class A Certificates shall designate, in accordance with the provisions hereof. (i) Notwithstanding any other provision of this Agreement to the contrary, so long as any Class A Certificate is registered in the name of Cede & Co., as nominee of the Depository, all distributions of principal or interest on such Class A Certificates as the case may be and all notices with respect to such Class A Certificates as the case may be shall be made and given, respectively, in the manner provided in the Representation Letter.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Prudential Securities Secured Financing Corp)

Registration and Transfer of Certificates. (a) The Trustee shall cause to be kept a register (the "Register") in which, subject to such reasonable regulations as it may prescribe, the Trustee shall provide for the registration of Certificates and the registration of transfer of Certificates. The Trustee is hereby initially appointed Registrar for the purpose of registering Certificates and transfers of Certificates as herein provided. The Certificate Insurer, the Owners and the Trustee shall have the right to inspect the Register during the Trustee's normal hours and to obtain copies thereof, and the Trustee shall have the right to rely upon a certificate executed on behalf of the Registrar by an Authorized Officer thereof as to the names and addresses of the Owners of the Certificates and the principal amounts and numbers of such Certificates. (b) Subject to the provisions of Section ~~5.8 hereof with respect to the Unregistered Certificates~~5.08 hereof, upon surrender for registration of transfer of any Certificate at the office designated as the location of the Register, upon the direction of the Registrar the Trustee shall ~~execute and~~ execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of a like Class and in the aggregate principal amount or ~~notional amount~~ Percentage Interest of the Certificate so surrendered. (c) At the option of any Owner, Certificates of any Class owned by such Owner may be exchanged for other Certificates authorized of like ~~Class,~~ Class and tenor and a like aggregate original principal amount or ~~notional amount~~ percentage interest and bearing numbers not contemporaneously outstanding, upon surrender of the Certificates to be exchanged at the office designated as the location of the Register. Whenever any Certificate is so surrendered for exchange, upon the direction of the Registrar, the Trustee shall ~~execute and~~ execute, authenticate and deliver the Certificate or Certificates which the Owner making the exchange is entitled to receive. (d) All Certificates issued upon any registration of transfer or exchange of Certificates shall be valid evidence of the same ownership interests in the Trust and entitled to the same benefits under this Agreement as the Certificates surrendered upon such registration of transfer or exchange. (e) Every Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the ~~Trustee~~ Registrar duly ~~executed~~ executed, by the Owner thereof or his attorney duly authorized in writing. (f) No service charge shall be made to an Owner for any registration of transfer or exchange of Certificates, but the Registrar or Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Certificates; any other expenses in connection with such transfer or exchange shall be an expense of the Trust. (g) It is intended that the Class A Certificates be registered so as to participate in a global book-entry system with the Depository, as set forth herein. Each Class of Class A Certificates ~~shall~~ shall, except as otherwise provided in Subsection (h), be initially issued in the form of a single fully registered Class A Certificate of ~~the related Class with a denomination equal to the original principal balance of the related~~ such Class. Upon initial issuance, the ownership of each such Class A ~~Certificates~~ Certificate shall be registered in the Register in the name of Cede & Co., or any successor thereto, as nominee for the Depository. ~~The minimum denominations~~ On the Startup Day, the Class A-1 Certificates, Class A-2 Certificates, Class A-3 Certificates, Class A-4 Certificates, Class A-5 Certificates and Class A-6 Certificates shall be issued in denominations of no less than $25,000 and multiples of $1,000 ~~for any Class A Certificate,~~ in excess thereof (except that one certificate in each class may be issued in an amount less than $~~100,000 for any Class B Certificate, and 10% Percentage Interest for any Residual Certificate~~25,000 or in an integral multiple other than $1,000). The ~~Seller~~ Depositor and the Trustee are hereby authorized to execute and deliver the Representation Letter with the Depository. With respect to the Class A Certificates registered in the Register in the name of Cede & Co., as nominee of the Depository, the ~~Seller~~Certificate Insurer, the Depositor, the Master Servicer, the ~~Transferor~~ Seller and the Trustee shall have no responsibility or obligation to ~~the Depository's "~~Direct ~~Participants"~~ or "Indirect ~~Participants"~~ Participants or beneficial owners for which the Depository holds Class A Certificates from time to time as a Depository. Without limiting the immediately preceding sentence, the ~~Seller~~Depositor, the Certificate Insurer, the Master Servicer, the ~~Transferor~~ Seller and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Class A Certificates, (ii) the delivery to any Direct or Indirect Participant or any other Person, other than a registered Owner of a Class A Certificate as shown in the Register, of any notice with respect to the Class A Certificates or (iii) the payment ~~to, or withholding with respect to,~~ to any Direct or Indirect Participant or any other Person, other than a registered Owner of a Class A Certificate as shown in the Register, of any amount with respect to any distribution of principal or interest on the Class A Certificates. No Person other than a registered Owner of a Class A Certificate as shown in the Register shall receive a certificate evidencing such Class A Certificate. The Certificate Issuer shall have no responsibility for or obligation with respect to the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Class A Certificates. Upon delivery by the Depository to the Trustee of written notice to the effect that the Depository has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions hereof with respect to the payment of principal and interest by the mailing of checks or drafts to the registered Owners of Class A Certificates appearing as registered Owners in the registration books maintained by the Trustee at the close of business on a Record Date, the name "Cede & Co." in this Agreement shall refer to such new nominee of the Depository. (h) In the event that (i) the Depository or the ~~Seller~~ Depositor advises the Trustee in writing that the Depository is no longer ~~willing~~ willing, qualified or able to discharge properly its responsibilities as nominee and depository with respect to the Class A Certificates and the ~~Seller~~ Depositor or the Trustee is unable to locate a qualified successor, (ii) the ~~Seller~~ Depositor at its sole option elects to terminate the book-entry system through the Depository or (iii) after the occurrence of an Event of Default, ~~Owners of Certificates evidencing at least~~ beneficial owners having not less than 51% ~~Percentage Interests~~ of ~~any~~ the Voting Rights evidenced by the Class ~~affected thereby notify~~ A Certificates advise the ~~Seller~~ Trustee and the Depository through the Direct Participants in writing that the continuation of a book-entry system through the Depository is ~~not~~ no longer in the best interests of ~~such Class of Owners~~beneficial owners, the Class A Certificates ~~or any Class, as applicable,~~ shall no longer be restricted to being registered in the Register in the name of Cede & Co. (or a successor nominee) as nominee of the Depository. At that time, the Depositor may determine that the Class A Certificates shall be registered in the name of and deposited with a successor depository operating a global book-entry system, as may be acceptable to the ~~Seller~~Depositor and at the Depositor's expense, or such depository's agent or designee but, if the ~~Seller~~ Depositor does not select such alternative global book-entry system, then ~~the Trustee shall notify the Owners of the Class A Certificates in writing of the termination of the book-entry system and~~ the Class A Certificates may be registered in whatever name or names registered Owners of Class A Certificates transferring Class A Certificates shall designate, in accordance with the provisions hereof. (i) Notwithstanding any other provision of this Agreement to the contrary, so long as any Class A Certificate is registered in the name of Cede & Co., as nominee of the Depository, all distributions of principal or interest on such Class A Certificates and all notices with respect to such Class A Certificates shall be made and given, respectively, in the manner provided in the Representation Letter.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Block Mortgage Finance Inc Asset Backed Cert Series 1999 2)

Registration and Transfer of Certificates. (a) The Trustee shall cause to be kept a register (the "“Register"”) in which, subject to such reasonable regulations as it may prescribe, the Trustee shall provide for the registration of Certificates and the registration of transfer of Certificates. The Trustee is hereby initially appointed Registrar for the purpose of registering Certificates and transfers of Certificates as herein provided. The Depositor, the Owners and the Trustee shall have the right to inspect the Register upon reasonable notice during the Trustee’s normal hours and to obtain copies thereof, and the Trustee shall have the right to rely upon a certificate executed on behalf of the Registrar by an Authorized Officer thereof as to the names and addresses of the Owners of the Certificates and the principal amounts and numbers of such Certificates. If a Person other than the Trustee is appointed as Registrar by the Owners of a majority of the aggregate Voting Rights represented by the Certificates then Outstanding, such Owners shall give the Trustee and the Owners prompt written notice of the appointment of such Registrar and of the location, and any change in the location, of the Register. In connection with any such appointment the reasonable fees of the Registrar shall be paid, as expenses of the Trust, pursuant to Section 7.06 hereof. (b) Subject to the provisions of Section ~~5.8 hereof with respect to the Unregistered Certificates~~5.08 hereof, upon surrender for registration of transfer of any Certificate at the office designated as the location of the Register, upon the direction of the Registrar, the Trustee shall ~~execute and~~ execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of a like Class and in the aggregate outstanding principal amount or ~~notional amount~~ Percentage Interest of the Certificate so surrendered. (c) At the option of any Owner, Certificates of any Class owned by such Owner may be exchanged for other Certificates authorized of like ~~Class,~~ Class and tenor and a like aggregate ~~original~~ outstanding principal amount or ~~notional amount~~ Percentage Interest and bearing numbers not contemporaneously outstanding, upon surrender of the Certificates to be exchanged at the office designated as the location of the Register. Whenever any Certificate is so surrendered for exchange, upon the direction of the Registrar, the Trustee shall ~~execute and~~ execute, authenticate and deliver the Certificate or Certificates which the Owner making the exchange is entitled to receive. (d) All Certificates issued upon any registration of transfer or exchange of Certificates shall be valid evidence of the same ownership interests in the Trust and entitled to the same benefits under this Agreement as the Certificates surrendered upon such registration of transfer or exchange. (e) Every Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the ~~Trustee~~ Registrar duly executed by the Owner thereof or his attorney duly authorized in writing. (f) No service charge shall be made to an Owner for any registration of transfer or exchange of Certificates, but the Registrar or Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Certificates; any other expenses in connection with such transfer or exchange shall be an expense of the Trust. (g) It is intended that the ~~Class A~~ Offered Certificates be registered so as to participate in a global book-entry system with the Depository, as set forth herein. Each Class of ~~Class A~~ Offered Certificates ~~shall~~ shall, except as otherwise provided in Subsection (h), be initially issued in the form of a single fully registered ~~Class A~~ Offered Certificate of ~~the related Class with a denomination equal to the original principal balance of the related~~ such Class. Upon initial issuance, the ownership of each such ~~Class A Certificates~~ Offered Certificate shall be registered in the Register in the name of Cede & Co., or any successor thereto, as nominee for the Depository. ~~The minimum denominations~~ On the Startup Day, the Offered Certificates shall be issued in denominations of $25,000 and integral multiples of $1,000 ~~for any Class A Certificate, $100,000 for any Class B Certificate, and 10% Percentage Interest for any Residual Certificate~~in excess thereof. The ~~Seller~~ Depositor and the Trustee are hereby authorized to execute and deliver the Representation Letter with the ~~Depository~~Depository in the form provided to the Trustee by the Depositor. With respect to ~~Class A~~ the Offered Certificates registered in the Register in the name of Cede & Co., as nominee of the Depository, the ~~Seller~~Depositor, the ~~Master~~ Servicer, the ~~Transferor~~ Sellers and the Trustee shall have no responsibility or obligation to ~~the Depository's "~~Direct ~~Participants"~~ or "Indirect ~~Participants"~~ Participants or beneficial owners for which the Depository holds ~~Class A~~ Offered Certificates from time to time as a Depository. Without limiting the immediately preceding sentence, the ~~Seller~~Depositor, the ~~Master~~ Servicer, the ~~Transferor~~ Sellers and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the ~~Class A~~ Offered Certificates, (ii) the delivery to any Direct or Indirect Participant or any other Person, other than a registered Owner of ~~a Class A~~ an Offered Certificate as shown in the Register, of any notice with respect to the ~~Class A~~ Offered Certificates or (iii) the payment ~~to, or withholding with respect to,~~ to any Direct or Indirect Participant or any other Person, other than a registered Owner of ~~a Class A~~ an Offered Certificate as shown in the Register, of any amount with respect to any distribution of principal or interest on the ~~Class A~~ Offered Certificates. No Person other than a registered Owner of ~~a Class A~~ an Offered Certificate as shown in the Register shall receive a certificate evidencing such ~~Class A~~ Offered Certificate. The Certificate Issuer shall have no responsibility for or obligation with respect to the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Class A Certificates. Upon delivery by the Depository to the Trustee of written notice to the effect that the Depository has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions hereof with respect to the payment of interest by the mailing of checks or drafts to the registered Owners of ~~Class A~~ Offered Certificates appearing as registered Owners in the registration books maintained by the Trustee at the close of business on a Record Date, the name "“Cede & Co." ” in this Agreement shall refer to such new nominee of the Depository. (h) In the event that (i) the Depository or the ~~Seller~~ Depositor advises the Trustee in writing that the Depository is no longer willing or able to discharge properly its responsibilities as nominee and depository with respect to the ~~Class A~~ Offered Certificates and either of Nationstar Mortgage or the ~~Seller~~ Trustee is unable to locate a qualified ~~successor,~~ successor or (ii) the ~~Seller~~ Depositor at its sole option elects to terminate the book-entry system through the Depository or (iii) after ~~an Event~~ the occurrence of ~~Default~~a Servicer Termination Event, ~~Owners~~ the beneficial owners of each Class of Offered Certificates ~~evidencing at least~~ representing Percentage Interests aggregating not less than 51% ~~Percentage Interests~~ of ~~any~~ such Class ~~affected thereby notify~~ advises the ~~Seller~~ Trustee and Depository through the Direct or Indirect Participants in writing that the continuation of a book-entry system through the Depository to the exclusion of definitive, fully registered certificates (the “Definitive Certificates”) to Owners is ~~not~~ no longer in the best interests of ~~such Class of~~ the Owners, the ~~Class A~~ Offered Certificates ~~or any Class, as applicable,~~ shall no longer be restricted to being registered in the Register in the name of Cede & Co. (or a successor nominee) as nominee of the Depository. At In the case of (i) and (ii) above, Nationstar Mortgage may determine that ~~time,~~ the ~~Class A~~ Offered Certificates shall be registered in the name of and deposited with a successor depository operating a global book-entry system, as may be acceptable to Nationstar Mortgage and at the ~~Seller~~expense of Nationstar Mortgage, or such depository's ’s agent or designee but, if ~~the Seller~~ Nationstar Mortgage does not select such alternative global book-entry ~~system, then the Trustee shall notify the Owners of the Class A Certificates in writing of the termination of the book-entry~~ system and in the ~~Class A~~ case of (iii) above, the Offered Certificates may be registered in whatever name or names registered Owners of ~~Class A~~ Offered Certificates transferring ~~Class A~~ Offered Certificates shall designate, in accordance with the provisions hereof. (i) Notwithstanding any other provision of this Agreement to the contrary, so long as any ~~Class A~~ Offered Certificate is registered in the name of Cede & Co., as nominee of the Depository, all distributions of principal or interest on such ~~Class A~~ Offered Certificates and all notices with respect to such ~~Class A~~ Offered Certificates shall be made and given, respectively, in the manner provided in the Representation Letter.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Nationstar Home Equity Loan Trust 2007-B)

Registration and Transfer of Certificates. (a) The Trustee shall cause to be kept a register (the "Register") in which, subject to such reasonable regulations as it may prescribe, the Trustee shall provide for the registration of Certificates and the registration of transfer of Certificates. The Trustee is hereby initially appointed Registrar for the purpose of registering Certificates and transfers of Certificates as herein provided. The Owners and the Trustee shall have the right to inspect the Register during the Trustee's normal hours and to obtain copies thereof, and the Trustee shall have the right to rely upon a certificate executed on behalf of the Registrar by an Authorized Officer thereof as to the names and addresses of the Owners of the Certificates and the principal amounts and numbers of such Certificates. If a Person other than the Trustee is appointed as Registrar by the Owners of a majority of the aggregate Percentage Interests represented by the Offered Certificates then Outstanding or, if there are no longer any Offered Certificates then Outstanding, by such majority of the Percentage Interests represented by the Class R Certificates, the Trustee will give the Owners prompt written notice of the appointment of such Registrar and of the location, and any change in the location, of the Register. (b) Subject to the provisions of Section ~~5.8 hereof with respect to the Unregistered Certificates~~5.08 hereof, upon surrender for registration of transfer of any Certificate at the office designated as the location of the Register, upon the direction of the Registrar the Depositor shall execute and the Trustee shall ~~execute and~~ authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of a like Class and in the aggregate principal amount or ~~notional amount~~ Percentage Interest of the Certificate so surrendered. (c) At the option of any Owner, Certificates of any Class owned by such Owner may be exchanged for other Certificates authorized of like ~~Class,~~ Class and tenor and a like aggregate original principal amount or ~~notional amount~~ percentage interest and bearing numbers not contemporaneously ~~outstanding~~Outstanding, upon surrender of the Certificates to be exchanged at the office designated as the location of the Register. Whenever any Certificate is so surrendered for exchange, upon the direction of the Registrar, the Depositor and the Trustee shall ~~execute and~~ execute, authenticate and deliver the Certificate or Certificates which the Owner making the exchange is entitled to receive. (d) All Certificates issued upon any registration of transfer or exchange of Certificates shall be valid evidence of the same ownership interests in the Trust and entitled to the same benefits under this Agreement as the Certificates surrendered upon such registration of transfer or exchange. (e) Every Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the ~~Trustee~~ Registrar duly executed by the Owner thereof or his attorney duly authorized in writing. (f) No service charge shall be made to an Owner for any registration of transfer or exchange of Certificates, but the Registrar or Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Certificates; any other expenses in connection with such transfer or exchange shall be an expense of the Trust. (g) It is intended that the ~~Class A~~ Offered Certificates be registered so as to participate in a global book-entry system with the Depository, as set forth herein. Each Class of ~~Class A~~ Offered Certificates ~~shall~~ shall, except as otherwise provided in Subsection (h), be initially issued in the form of a single fully registered ~~Class A~~ Offered Certificate of ~~the related Class with a denomination equal to the original principal balance of the related~~ such Class. Upon initial issuance, the ownership of each such ~~Class A Certificates~~ Offered Certificate shall be registered in the Register in the name of Cede & Co., or any successor thereto, as nominee for the Depository. ~~The minimum denominations~~ On the Startup Day, no Offered Certificates shall be issued in denominations of less than $1,000 ~~for any~~ except that one certificate in each class may be in an amount less than $1,000. No Class ~~A Certificate,~~ C-IO Certificates shall be issued in denominations of less than $~~100,000 for any Class B Certificate, and 10% Percentage Interest for any Residual Certificate~~1,000 (based on the Notional Principal Amount thereof). The ~~Seller~~ Class D Certificates, the Class R Certificates and the Class S Certificates (other than the Tax Matters Person Residual Interest) shall be issued in minimum percentage interests of 10%. The Depositor and the Trustee are hereby authorized to execute and deliver the Representation Letter with the Depository. With respect to ~~Class A~~ the Offered Certificates registered in the Register in the name of Cede & Co., as nominee of the Depository, the ~~Seller~~Depositor, the ~~Master Servicer~~Servicers, the ~~Transferor~~ Seller and the Trustee shall have no responsibility or obligation to ~~the Depository's "~~Direct ~~Participants"~~ or "Indirect ~~Participants"~~ Participants or beneficial owners for which the Depository holds ~~Class A~~ Offered Certificates from time to time as a Depository. Without limiting the immediately preceding sentence, the ~~Seller~~Depositor, the ~~Master Servicer~~Servicers, the ~~Transferor~~ Seller and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the ~~Class A~~ Offered Certificates, (ii) the delivery to any Direct or Indirect Participant or any other Person, other than a registered Owner of a ~~Class A~~ Offered Certificate as shown in the Register, of any notice with respect to the ~~Class A~~ Offered Certificates or (iii) the payment ~~to, or withholding with respect to,~~ to any Direct or Indirect Participant or any other Person, other than a registered Owner of a ~~Class A~~ Offered Certificate as shown in the Register, of any amount with respect to any distribution of principal or interest on the ~~Class A~~ Offered Certificates. No Person other than a registered Owner of a ~~Class A~~ Offered Certificate as shown in the Register shall receive a certificate evidencing such ~~Class A~~ Offered Certificate. The Certificate Issuer shall have no responsibility for or obligation with respect to the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Class A Certificates. Upon delivery by the Depository to the Trustee of written notice to the effect that the Depository has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions hereof with respect to the payment of interest by the mailing of checks or drafts to the registered Owners of ~~Class A~~ Offered Certificates appearing as registered Owners in the registration books maintained by the Trustee at the close of business on a Record Date, the name "Cede & Co." in this Agreement shall refer to such new nominee of the Depository. (h) In the event that (i) the Depository or the ~~Seller~~ Depositor advises the Trustee in writing that the Depository is no longer willing or able to discharge properly its responsibilities as nominee and depository with respect to the ~~Class A~~ Offered Certificates and the ~~Seller~~ Depositor or the Trustee is unable to locate a qualified ~~successor,~~ successor or (ii) the ~~Seller~~ Depositor at its sole option elects to terminate the book-entry system through the Depository or (iii) after an Event of Default, Owners of Certificates evidencing at least 51% Percentage Interests of any Class affected thereby notify the Seller that the continuation of a book-entry system is not in the best interests of such Class of OwnersDepository, the ~~Class A~~ Offered Certificates ~~or any Class, as applicable,~~ shall no longer be restricted to being registered in the Register in the name of Cede & Co. (or a successor nominee) as nominee of the Depository. At that time, the ~~Class A~~ Depositor may determine that the Offered Certificates shall be registered in the name of and deposited with a successor depository operating a global book-entry system, as may be acceptable to the ~~Seller~~Depositor and at the Depositor's expense, or such depository's agent or designee but, if the ~~Seller~~ Depositor does not select such alternative global book-entry system, then the ~~Trustee shall notify the Owners of the Class A Certificates in writing of the termination of the book-entry system and the Class A~~ Offered Certificates may be registered in whatever name or names registered Owners of ~~Class A~~ Offered Certificates transferring ~~Class A~~ Offered Certificates shall designate, in accordance with the provisions hereof. (i) Notwithstanding any other provision of this Agreement to the contrary, so long as any ~~Class A~~ Offered Certificate is registered in the name of Cede & Co., as nominee of the Depository, all distributions of principal or interest on such ~~Class A~~ Offered Certificates and all notices with respect to such ~~Class A~~ Offered Certificates shall be made and given, respectively, in the manner provided in the Representation Letter.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Amresco Residential Securities Corp Mort Loan Trust 1998-1)

Registration and Transfer of Certificates. (a) The Trustee shall cause to be kept a register (the "Register") in which, subject to such reasonable regulations as it may prescribe, the Trustee shall provide for the registration of Certificates and the registration of transfer of Certificates. The Trustee is hereby initially appointed Registrar for the purpose of registering Certificates and transfers of Certificates as herein provided. The Owners, the Certificate Insurer and the Trustee shall have the right to inspect the Register during the Trustee's normal hours and to obtain copies thereof, and the Trustee shall have the right to rely upon a certificate executed on behalf of the Registrar by an Authorized Officer thereof as to the names and addresses of the Owners of the Certificates and the principal amounts and numbers of such Certificates. If a Person other than the Trustee is appointed as Registrar by the Owners of a majority of the aggregate Percentage Interests represented by the Offered Certificates then Outstanding with the consent of the Certificate Insurer, or if there are no longer any Offered Certificates then Outstanding, by such majority of the Percentage Interests represented by the Class R-I Certificates, the Trustee will give the Owners and the Certificate Insurer prompt written notice of the appointment of such Registrar and of the location, and any change in the location, of the Register. In connection with any such appointment the annual fees of the bank then serving as Trustee and Registrar shall thenceforth be reduced by the amount to be agreed upon by the Trustee and the Depositor at such time and the reasonable fees of the Registrar shall be paid, as expenses of the Trust, pursuant to Section 7.05 hereof. (b) Subject to the provisions of Section ~~5.8 hereof with respect to the Unregistered Certificates~~5.08 hereof, upon surrender for registration of transfer of any Certificate at the office designated as the location of the Register, upon the direction of the Registrar the Trustee shall ~~execute and~~ execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of a like Class and in the aggregate principal amount or ~~notional amount~~ percentage interest of the Certificate so surrendered. (c) At the option of any Owner, Certificates of any Class owned by such Owner may be exchanged for other Certificates authorized of like ~~Class,~~ Class and tenor and a like aggregate original principal amount or ~~notional amount~~ percentage interest and bearing numbers not contemporaneously outstanding, upon surrender of the Certificates to be exchanged at the office designated as the location of the Register. Whenever any Certificate is so surrendered for exchange, upon the direction of the Registrar, the Trustee shall ~~execute and~~ execute, authenticate and deliver the Certificate or Certificates which the Owner making the exchange is entitled to receive. (d) All Certificates issued upon any registration of transfer or exchange of Certificates shall be valid evidence of the same ownership interests in the Trust and entitled to the same benefits under this Agreement as the Certificates surrendered upon such registration of transfer or exchange. (e) Every Certificate presented or surrendered for registration of transfer or exchange shall be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Trustee duly executed by the Owner thereof or his attorney duly authorized in writing. (f) No service charge shall be made to an Owner for any registration of transfer or exchange of Certificates, but the Trustee may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Certificates; any other expenses in connection with such transfer or exchange shall be an expense of the Trust. (g) It is intended that the Class A Certificates be registered so as to participate in a global book-entry system with the Depository, as set forth herein. Each Class of Class A Certificates shall be initially issued in the form of a single fully registered Class A Certificate of the related Class with a denomination equal to the original principal balance of the related Class. Upon initial issuance, the ownership of such Class A Certificates shall be registered in the Register in the name of Cede & Co., or any successor thereto, as nominee for the Depository. The minimum denominations shall be $1,000 for any Class A Certificate, $100,000 for any Class B Certificate, and 10% Percentage Interest for any Residual Certificate. The Seller and the Trustee are hereby authorized to execute and deliver the Representation Letter with the Depository. With respect to Class A Certificates registered in the Register in the name of Cede & Co., as nominee of the Depository, the Seller, the Master Servicer, the Transferor and the Trustee shall have no responsibility or obligation to the Depository's "Direct Participants" or "Indirect Participants" or beneficial owners for which the Depository holds Class A Certificates from time to time as a Depository. Without limiting the immediately preceding sentence, the Seller, the Master Servicer, the Transferor and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Class A Certificates, (ii) the delivery to any Direct or Indirect Participant or any other Person, other than a registered Owner of a Class A Certificate as shown in the Register, of any notice with respect to the Class A Certificates or (iii) the payment to, or withholding with respect to, any Direct or Indirect Participant or any other Person, other than a registered Owner of a Class A Certificate as shown in the Register, of any amount with respect to any distribution of principal or interest on the Class A Certificates. No Person other than a registered Owner of a Class A Certificate as shown in the Register shall receive a certificate evidencing such Class A Certificate. The Certificate Issuer shall have no responsibility for or obligation with respect to the accuracy of the records of the Depository, Cede & Co., or any Direct or Indirect Participant with respect to the ownership interest in the Class A Certificates. Upon delivery by the Depository to the Trustee of written notice to the effect that the Depository has determined to substitute a new nominee in place of Cede & Co., and subject to the provisions hereof with respect to the payment of interest by the mailing of checks or drafts to the registered Owners of Class A Certificates appearing as registered Owners in the registration books maintained by the Trustee at the close of business on a Record Date, the name "Cede & Co." in this Agreement shall refer to such new nominee of the Depository. (h) In the event that (i) the Depository or the Seller advises the Trustee in writing that the Depository is no longer willing or able to discharge properly its responsibilities as nominee and depository with respect to the Class A Certificates and the Seller is unable to locate a qualified successor, (ii) the Seller at its sole option elects to terminate the book-entry system through the Depository or (iii) after an Event of Default, Owners of Certificates evidencing at least 51% Percentage Interests of any Class affected thereby notify the Seller that the continuation of a book-entry system is not in the best interests of such Class of Owners, the Class A Certificates or any Class, as applicable, shall no longer be restricted to being registered in the Register in the name of Cede & Co. (or a successor nominee) as nominee of the Depository. At that time, the Class A Certificates shall be registered in the name of and deposited with a successor depository operating a global book-entry system, as may be acceptable to the Seller, or such depository's agent or designee but, if the Seller does not select such alternative global book-entry system, then the Trustee shall notify the Owners of the Class A Certificates in writing of the termination of the book-entry system and the Class A Certificates may be registered in whatever name or names registered Owners of Class A Certificates transferring Class A Certificates shall designate, in accordance with the provisions hereof. (i) Notwithstanding any other provision of this Agreement to the contrary, so long as any Class A Certificate is registered in the name of Cede & Co., as nominee of the Depository, all distributions of principal or interest on such Class A Certificates and all notices with respect to such Class A Certificates shall be made and given, respectively, in the manner provided in the Representation Letter.

Appears in 1 contract

Sources: Pooling and Servicing Agreement (Contimortgage Home Equity Trust 1998-1)

Common use of Registration and Transfer of Certificates Clause in Contracts